between Pitney Bowes Inc. and

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

between

Pitney Xxxxx Inc.

and

Imagistics International Inc.

Dated as of November 1, 2001

TABLE OF CONTENTS

PAGE

ARTICLE 1
DEFINITIONS

Section 1.01. Definitions.....................................................1

ARTICLE 2
PURCHASE AND SALE OF SERVICES

Section 2.01. Purchase and Sale of Services...................................4
Section 2.02. Subsidiaries....................................................5
Section 2.03. Additional Services.............................................5
Section 2.04. Services Provided by Imagistics.................................5

ARTICLE 3
SERVICE COSTS; OTHER CHARGES

Section 3.01. Service Costs Generally.........................................6
Section 3.02. Sales Tax.......................................................6
Section 3.03. Certain Benefits Matters........................................6
Section 3.04. Invoicing and Settlement of Costs...............................7

ARTICLE 4
THE SERVICES

Section 4.01. General Standard of Service.....................................7
Section 4.02. Personnel.......................................................8
Section 4.03. Systems Support.................................................8
Section 4.04. Delegation......................................................8
Section 4.05. Limitation of Liability.........................................9
Section 4.06. Indemnification of Pitney Xxxxx by Imagistics..................10
Section 4.07. Indemnification of Imagistics by Pitney Xxxxx..................10
Section 4.08. Further Indemnification........................................10
Section 4.09. Notice of Certain Matters......................................11

ARTICLE 5
TERM AND TERMINATION

Section 5.01. Term...........................................................11
Section 5.02. Termination....................................................12
Section 5.03. Effect of Termination..........................................12

PAGE

ARTICLE 6
OPERATING COMMITTEE

Section 6.01. Organization...................................................13
Section 6.02. Decision Making................................................13
Section 6.03. Meetings.......................................................14

ARTICLE 7
THIRD PARTY CONSENTS AND LICENSES

Section 7.01. Separation.....................................................14
Section 7.02. Additional Licenses............................................14
Section 7.03. Fees...........................................................14

ARTICLE 8

ADDITIONAL AGREEMENTS

Section 8.01. Confidential Information.......................................14
Section 8.02. Security.......................................................16
Section 8.03. Service Level at Termination of Transition Period..............16

ARTICLE 9
MISCELLANEOUS

Section 9.01. Prior Agreements...............................................16
Section 9.02. Other Agreements...............................................17
Section 9.03. No Agency......................................................17
Section 9.04. Subcontractors.................................................17
Section 9.05. Force Majeure..................................................17
Section 9.06. Entire Agreement...............................................18
Section 9.07. Information....................................................18
Section 9.08. Notices........................................................18
Section 9.09. Governing Law..................................................19
Section 9.10. WAIVER OF JURY TRIAL...........................................19
Section 9.11. Severability...................................................19
Section 9.12. Amendment......................................................19
Section 9.13. Counterparts...................................................19

Schedule 1 -- Summary of Non-IT Service Agreements

Schedule

Service Parts Logistics 1A
Real Estate Transaction Services 1B
Accounting
Sales, Use and Property Tax 1C-1
Payroll, Travel Reimbursement, Accounts Payable 1C-2
General Ledger 1C-3
Fixed Assets 1C-4
Inventory Accounting 1C-5
Accounts Receivable 1C-6
Benefits Administration 1D
Supplies Line Order Entry System 1E
Customer Care Call Dispatch 1F
Safety and Environmental 1G
Field Service Systems Support 1H
Non-Focus Field Service 1J
Telecom Costs in Shared Locations 1K
Mailroom Services 1L
Import and Customs Compliance 1M
Document Services Group Services 1N

Schedule 2 -- Service Provisioning and Service Level Agreement

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this "Agreement") is entered into as of
November 1, 2001 by and between Pitney Xxxxx Inc., a Delaware corporation
("Pitney Xxxxx" or "PBI"), and Imagistics International Inc., a Delaware
corporation ("Imagistics").

RECITALS

WHEREAS, Pitney Xxxxx owns 100% of the outstanding common stock of
Imagistics prior to the consummation of the Distribution (as defined below);

WHEREAS, Pitney Xxxxx will no longer own any of the outstanding common
stock of Imagistics after the consummation of the Distribution; and

WHEREAS, Pitney Xxxxx has heretofore directly or indirectly provided
certain administrative, financial, management and other services to the
Imagistics Group (as defined below).

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Pitney Xxxxx and Imagistics, for
themselves, their successors and assigns, hereby agree as follows:

Article 1
DEFINITIONS

Section 1.01 Definitions. (a) As used in this Agreement, the following
terms shall have the following meanings, applicable both to the singular and the
plural forms of the terms described:

"Actions" has the meaning set forth in Section 4.07.

"Affiliate" has the meaning set forth in the Distribution Agreement,
provided, however, that the Affiliates of each party for purposes of this
agreement shall be determined after giving effect to the consummation of the
Distribution.

"Agreement" has the meaning set forth in the preamble hereto, as such
agreement may be amended and supplemented from time to time in accordance with
its terms.

"Ancillary Agreement" means each of the Tax Separation Agreement, the
Transition Services Agreement, the Intellectual Property Agreement, the Canada
ReSeller Agreement, the Management Services ReSeller Agreements, the Vendor
Financing Agreement, the Sublease Agreements, the Credit Agreement, the Rights
Agreement, the Sublease and License Agreements, and the Assignment and Novation
Agreements.

"Benefits Services" has the meaning set forth in Section 3.03.

"Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.

"Change of Control" means (i) the direct or indirect acquisition (by
merger, consolidation, business combination or otherwise) by any Person or group
of Persons of beneficial ownership (as defined in Rule 13d-1 and Rule 13d-5
under the Securities Exchange Act of 1934) of 40% or more of the Total Voting
Power of Imagistics (ii) any merger, consolidation or other business combination
of Imagistics or a Subsidiary of Imagistics with any Person after giving effect
to which (x) the shareholders of Imagistics immediately prior to such
transaction do not own at least 60% of the Total Voting Power of the ultimate
parent entity of the parties to such transaction or (y) individuals who were
directors of Imagistics immediately prior to such transaction (or their
designees) do not constitute a majority of the board of directors of such
ultimate parent entity and (iii) the direct or indirect acquisition by any
Person or group of Persons of all or substantially all of the assets of
Imagistics.

"Common Stock" means the Common Stock, par value $.01 per share, of
Imagistics.

"Confidential Information" has the meaning set forth in Section 8.01.

"Credit Agreement" has the meaning set forth in the Distribution Agreement.

"Distribution" has the meaning set forth in the Distribution Agreement.

"Distribution Agreement" means the Distribution Agreement dated as of the
date hereof between Pitney Xxxxx and Imagistics.

"Distribution Date" has the meaning set forth in the Distribution
Agreement.

"Employee Benefit Plans" has the meaning set forth in Section 4.04.

"force majeure" has the meaning set forth in Section 9.05.

"Group" means, as the context requires, the Imagistics Group or the Pitney
Xxxxx Group.

"IT Services" has the meaning set forth in Section 2.01(b).

"Imagistics" has the meaning set forth in the preamble hereto.

"Imagistics Entity" means any member of the Imagistics Group.

"Imagistics Group" means Imagistics and its Subsidiaries as of and after
the Distribution Date (including all predecessors to such Persons).

"Imagistics Indemnified Person" has the meaning set forth in Section 4.07.

"Intellectual Property Agreement" has the meaning set forth in the
Distribution Agreement.

"Non-Compliance Notice" has the meaning set forth in Section 4.09.

"Non-IT Services" has the meaning set forth in Section 2.01(a).

"Operating Committee" has the meaning set forth in Section 6.01.

"Payment Date" has the meaning set forth in Section 3.04(b).

"Person" means individual, corporation, limited liability company,
partnership association, trust or agency thereof) or other entity or
organization, including a governmental or political subdivision or an agency or
instrumentality thereof.

"Pitney Xxxxx" has the meaning set forth in the preamble hereto.

"Pitney Xxxxx Entity" means any member of the Pitney Xxxxx Group.

"Pitney Xxxxx Group" means Pitney Xxxxx and its Subsidiaries (other than
any Subsidiary or member of, or other entity in, the Imagistics Group).

"Pitney Xxxxx Indemnified Person" has the meaning set forth in Section
4.05(a).

"Pitney Xxxxx Plans" has the meaning set forth in Section 3.03.

"Prior Agreements" has the meaning set forth in Section 9.01.

"Reseller Agreements" has the meaning set forth in the Distribution
Agreement.

"Schedules" means Schedules 1 (and all subschedules thereto) and 2 hereto.

"Service Costs" has the meaning set forth in Section 3.01.

"Service Level Breach" has the meaning set forth in Section 4.01(b).

"Services" has the meaning set forth in Section 2.01(b).

"Sublease/License Agreements" has the meaning set forth in the Distribution
Agreement.

"Subsidiary" means, with respect to any Person, any other entity of which
securities or other ownership interests having a voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.

"Systems Support" has the meaning set forth in Section 4.03.

"Tax Separation Agreement" has the meaning set forth in the Distribution
Agreement.

"Total Voting Power" with respect to any Person means the total combined
voting power of all securities of such Person entitled to vote generally in the
election of directors of such Person.

"Transition Period" has the meaning set forth in Section 5.01.

"Transition Services Agreement" has the meaning set forth in the preamble
hereto.

"Vendor Financing Agreement" has the meaning set forth in the Distribution
Agreement.

Article 2
PURCHASE AND SALE OF SERVICES

Section 2.01 Purchase and Sale of Services. On the terms and subject to the
conditions of this Agreement and in consideration of the Service Costs described
below, Pitney Xxxxx agrees to:

(a) provide to Imagistics, or procure the provision to Imagistics of, and
Imagistics agrees to purchase from Pitney Xxxxx, the transition services (the
"Non-IT Services") as set forth on Schedule 1 (and the subschedules thereto), as
such may be amended by the parties and any other services that (i) Imagistics,
in the ordinary course prior to the Distribution Date, received in whole or in
part from the Pitney Xxxxx Group or in reliance upon or in connection with
Pitney Xxxxx' business (but, in the case of a service provided only in part by
the Pitney Xxxxx Group, only to the extent such service was provided in the
ordinary course by the Pitney Xxxxx Group prior to the Distribution Date); (ii)
are provided to Imagistics pursuant to (i) above and are identified in writing
by Imagistics to Pitney Xxxxx

within forty-five days of the Distribution Date; or (iii) are reasonably
necessary for Imagistics to conduct its operations as conducted in the ordinary
course prior to the Distribution Date, consistent with the historical provision
of such services and the other terms of this agreement, or otherwise upon
pricing and other terms and conditions reasonably acceptable to both parties.

(b) provide to Imagistics, or procure the provision to Imagistics of, and
Imagistics agrees to purchase from Pitney Xxxxx, the information technology,
computing and telecommunications services (the "IT Services" and, together with
the Non-IT Services, the "Services" and each, a "Service") as set forth on
Schedule 2. Unless otherwise specifically agreed by Pitney Xxxxx and Imagistics,
the IT Services to be provided or procured by Pitney Xxxxx hereunder shall be
substantially similar in scope, quality, and nature to those customarily
provided to, or procured on behalf of, the Imagistics Group prior to the
Distribution Date and shall include IT Services that (i) Imagistics, in the
ordinary course prior to the Distribution Date, received in whole or in part
from the Pitney Xxxxx Group; (ii) are identified in writing by Imagistics to
Pitney Xxxxx within forty-five days of the Distribution Date; or (iii) are
reasonably necessary for Imagistics to conduct its operations as conducted in
the ordinary course prior to the Distribution Date, consistent with the
historical provision of such services and the other terms of this agreement, or
otherwise upon pricing and other terms and conditions reasonably acceptable to
both parties.

Section 2.02 Subsidiaries. It is understood that (i) the Services to be
provided to Imagistics under this Agreement shall, at Imagistics' request, be
provided to Subsidiaries of Imagistics and (ii) Pitney Xxxxx may satisfy its
obligation to provide or procure Services hereunder by causing one or more of
its Subsidiaries to provide or procure such Services. With respect to Services
provided to, or procured on behalf of, any Subsidiary of Imagistics, Imagistics
agrees to pay on behalf of such Subsidiary all amounts payable by or in respect
of such Services pursuant to this Agreement.

Section 2.03 Additional Services. In addition to the Services to be
provided in accordance with Section 2.01, if requested by Imagistics and as
needed by Imagistics to conduct its business, as conducted in the ordinary
course prior to the Distribution Date (or as needed by Imagistics to facilitate
its transition to a stand-alone business following the Distribution Date), and
to the extent that Pitney Xxxxx and Imagistics may mutually agree, Pitney Xxxxx
shall provide reasonable additional services (including services not provided by
Pitney Xxxxx to Imagistics prior to the Distribution Date) to Imagistics. The
scope of any such services, as well as the term, costs, and other terms and
conditions applicable to such services, shall be as mutually agreed by Pitney
Xxxxx and Imagistics.

Section 2.04 Services Provided by Imagistics. If it is necessary for
Imagistics to provide any services or resources to Pitney Xxxxx or any third
party

regarding any aspect of the Imagistics Group business (the "Imagistics
Services") so that Pitney Xxxxx may provide or have provided the Services
hereunder, Imagistics shall provide such Services (i) without cost to Pitney
Xxxxx or any third party and (ii) of a nature, quality, service level and
standard of care substantially similar to the Imagistics Services as provided to
the Imagistics Group.

Article 3
SERVICE COSTS; OTHER CHARGES

Section 3.01 Service Costs Generally. (a) Unless any Schedule hereto
indicates otherwise or the parties shall agree in writing to a different
arrangement, for each period in which Imagistics receives a Service, Imagistics
shall pay Pitney Xxxxx its actual out-of-pocket cost for such Service, including
a proportionate share of Pitney Xxxxx' overhead, if applicable, computed in
accordance with Pitney Xxxxx' internal chargeback practices ("Service Costs").

(b) If the volume of transactions for a specific Service provided to
Imagistics exceeds the level which historically has been utilized by the
Imagistics Group during the twelve months prior to the date hereof and, as a
result, requires human or equipment resources in excess of the level of
resources allocated to such Service by Pitney Xxxxx, the additional cost
associated with the increased volume shall be included in the Service Costs.

Section 3.02 Sales Tax. Imagistics shall pay all applicable sales or use
taxes incurred with respect to provision of the Services. These taxes shall be
incremental to other payments or charges identified in this Agreement.

Section 3.03 Certain Benefits Matters. (a) Prior to the Distribution Date,
certain employees of Imagistics participated in certain benefit plans sponsored
by Pitney Xxxxx ("Pitney Xxxxx Plans").

(b) The costs payable by Imagistics for Services relating to employee plans
and benefit arrangements ("Benefits Services") shall be determined and, to the
extent specified in Schedule 1D, billed as set forth on Schedule ID. It is the
express intent of the parties that Service Costs relating to the administration
of Imagistics employee plans and the performance of related Services shall not
exceed reasonable compensation for such Services as defined in 29 CFR
ss.2550.408c-2.

(c) Pitney Xxxxx and Imagistics agree to cooperate fully with each other in
the administration and coordination of regulatory and administrative
requirements associated with Pitney Xxxxx Plans and Benefits Services.

Section 3.04 Invoicing and Settlement of Costs. (a) Pitney Xxxxx shall
invoice or notify in writing the Chief Financial Officer of Imagistics on a
monthly basis (not later than the tenth day of each month), in a manner
substantially consistent with the billing practices used in connection with
services provided to the Imagistics Group prior to the Distribution Date (except
as otherwise agreed), of the Service Costs. In connection with the invoicing
described in this Section 3.04(a), Pitney Xxxxx shall provide to Imagistics the
same billing data and level of detail as it customarily provided to the
Imagistics Group prior to the Distribution Date and such other data as may be
reasonably requested by Imagistics.

(b) Imagistics agrees to pay on or before 30 days after the date on which
Pitney Xxxxx invoices or notifies Imagistics of the Service Costs (or the next
Business Day, if such day is not a Business Day) (each, a "Payment Date") by
wire transfer of immediately available funds payable to the order of Pitney
Xxxxx all amounts invoiced by Pitney Xxxxx pursuant to Section 3.04(a) during
the preceding calendar month. If Imagistics fails to pay any monthly payment
within 30 days of the relevant Payment Date, Imagistics shall be obligated to
pay, in addition to the amount due on such Payment Date, interest on such amount
at the prime, or best, rate (as quoted from time to time in the Wall Street
Journal) compounded monthly from the relevant Payment Date through the date of
payment.

(c) Imagistics agrees to pay on or before 30 days after the date on which
it is invoiced or otherwise notified (or on or before any other due date
previously established) any amount owed by Imagistics to any third party vendor
in relation to any Service provided hereunder. In the event that Imagistics
fails to pay any such amount due in a timely manner and Pitney Xxxxx becomes
liable for such amount, Pitney Xxxxx may pay any such amount to any vendor and
Imagistics shall be obligated to pay Pitney Xxxxx the full amount due plus any
interest due on such amount and any delinquency or other fees accrued.

Article 4
THE SERVICES

Section 4.01 General Standard of Service. (a) Except as otherwise agreed
with Imagistics or described in this Agreement or the Schedules hereto, and
provided that Pitney Xxxxx is not restricted by contract with third parties or
by applicable law, Pitney Xxxxx agrees that the nature, quality, service level
and standard of care applicable to the delivery of the Services hereunder shall
be substantially the same as that of the Services which Pitney Xxxxx provides
from time to time throughout its businesses. If Pitney Xxxxx and Imagistics do
not have comparable operations with respect to a certain Service, then the
service level shall be consistent with the standards provided to Imagistics for
the twelve months prior to the Distribution Date. Pitney Xxxxx shall use its
reasonable efforts to ensure

that the nature and quality of Services provided to Imagistics employees either
by Pitney Xxxxx directly or through administrators under contract shall be
undifferentiated as compared with the same services provided to or on behalf of
Pitney Xxxxx employees under Pitney Xxxxx Plans. Subject to Pitney Xxxxx'
express obligations under this Agreement, the management of and control over the
provision of the Services shall reside solely with Pitney Xxxxx. Without
limiting the generality of the foregoing, all labor matters relating to
employees of Pitney Xxxxx and its Subsidiaries (including, without limitation,
employees involved in the provision of Services to Imagistics) shall be within
the exclusive control of Pitney Xxxxx, and Imagistics shall not take any action
affecting such matters.

(b) If Imagistics becomes aware of a material deficiency in the performance
of a Service provided or procured by Pitney Xxxxx or one of its subsidiaries (a
"Service Level Breach"), Imagistics may deliver a written notice of the Service
Level Breach to the Service Provider. Upon receipt of such notice, Pitney Xxxxx
shall use it reasonable best efforts to remedy the Service Level Breach as soon
as reasonably possible.

Section 4.02 Personnel. Subject to Schedule 1D hereof, Pitney Xxxxx shall,
at its own expense, employ and retain staff, and contract with third parties and
other vendors with a level of experience, skill, diligence and expertise
consistent with Pitney Xxxxx' normal business practices, needed to perform the
Services. The provisions of this paragraph shall not apply to contracts entered
into by Pitney Xxxxx and third parties prior to the Distribution Date.

Section 4.03 Systems Support. In each instance where Pitney Xxxxx provides
application, technical or infrastructure support to Imagistics under this
Agreement ("Systems Support"), such Systems Support shall, except as limited by
this Agreement and the Schedules hereto, be provided in a scope and manner
substantially consistent with past practices.

Section 4.04 Delegation. Subject to Section 4.01(a), Imagistics hereby
delegates to Pitney Xxxxx final, binding, and exclusive authority,
responsibility, and discretion to interpret and construe the provisions of
employee welfare benefit plans in which Imagistics has elected to participate
and which are administered by Pitney Xxxxx under this Agreement (collectively,
"Employee Benefit Plans"). Pitney Xxxxx may further delegate such authority to
plan administrators to:

(i) provide administrative and other services;

(ii) reach factually supported conclusions consistent with the terms
of the Employee Benefit Plans;

(iii) make a full and fair review of each claim denial and decision
related to the provision of benefits provided or arranged for under

the Employee Benefit Plans, pursuant to the requirements of ERISA, if
within 60 days after receipt of the notice of denial, a claimant requests
in writing a review for reconsideration of such decisions. The plan
administrator shall notify the claimant in writing of its decision on
review. Such notice shall satisfy all ERISA requirements relating thereto;
and

(iv) notify the claimant in writing of its decision on review.

Section 4.05. Limitation of Liability. (a) Imagistics agrees that none of
the members of the Pitney Xxxxx Group and their respective directors, officers,
agents, and employees (each, a "Pitney Xxxxx Indemnified Person") shall have any
liability, whether direct or indirect, in contract or tort or otherwise, to any
Imagistics Entity or any other Person for or in connection with the Services
rendered or to be rendered by any Pitney Xxxxx Indemnified Person pursuant to
this Agreement, the transactions contemplated hereby or any Pitney Xxxxx
Indemnified Person's actions or inactions in connection with any such Services
or transactions, except for damages which have resulted from such Pitney Xxxxx
Indemnified Person's gross negligence or willful misconduct in connection with
any such Services, actions or inactions.

(b) Notwithstanding the provisions of Section 4.05(a), none of the Pitney
Xxxxx Group shall be liable for any special, indirect, incidental, or
consequential damages of any kind whatsoever (including, without limitation,
attorneys' fees) in any way due to, resulting from or arising in connection with
any of the Services or the performance of or failure to perform Pitney Xxxxx'
obligations under this Agreement. This disclaimer applies without limitation to
claims arising from the provision of the Services or any failure or delay in
connection therewith; to claims for lost profits; regardless of the form of
action, whether in contract, tort (including negligence), strict liability, or
otherwise; and regardless of whether such damages are foreseeable or whether
Pitney Xxxxx has been advised of the possibility of such damages.

(c) None of the Pitney Xxxxx Group shall have any liability to any
Imagistics Entity or any other Person for failure to perform Pitney Xxxxx'
obligations under this Agreement or otherwise, where such failure to perform is
not caused by the gross negligence or willful misconduct of the Pitney Xxxxx
Entity providing such Services and such failure to perform similarly affects the
Pitney Xxxxx Group receiving such Services and does not have a
disproportionately adverse effect on the Imagistics Group, taken as a whole.

(d) In addition to the foregoing, Imagistics agrees that it shall, in all
circumstances, use commercially reasonable efforts to mitigate and otherwise
minimize its damages and those of the other Imagistics Entities, whether direct
or indirect, due to, resulting from or arising in connection with any failure by
Pitney Xxxxx to comply fully with its obligations under this Agreement.

(e) Notwithstanding the foregoing provisions of this Section 4.05, in the
event of a substantial and continuing failure on the part of Pitney Xxxxx to
provide or procure any material Services, where such failure is reasonably
expected to have a material adverse effect on Imagistics and its Subsidiaries,
considered as a whole, Imagistics shall be entitled to seek specific performance
to cause Pitney Xxxxx to provide or procure such Services.

Section 4.06. Indemnification of Pitney Xxxxx by Imagistics. Imagistics
agrees to indemnify and hold harmless each Pitney Xxxxx Indemnified Person from
and against any damages, and to reimburse each Pitney Xxxxx Indemnified Person
for all reasonable expenses as they are incurred in investigating, preparing,
pursuing, or defending any claim, action, proceeding, or investigation, whether
or not in connection with pending or threatened litigation and whether or not
any Pitney Xxxxx Indemnified Person is a party (collectively, "Actions"),
arising out of or in connection with Services rendered or to be rendered by any
Pitney Xxxxx Indemnified Person pursuant to this Agreement, the transactions
contemplated hereby or any Pitney Xxxxx Indemnified Person's actions or
inactions in connection with any such Services or transactions; provided that
Imagistics shall not be responsible for any damages of any Pitney Xxxxx
Indemnified Person that have resulted from such Pitney Xxxxx Indemnified
Person's gross negligence or willful misconduct in connection with any of the
advice, actions, inactions, or Services referred to above (it being understood
and agreed that the provision by any Pitney Xxxxx Entity of any of the Services
contemplated by Schedule 2 hereof without obtaining the consent of any party to
any contract or agreement to which any Pitney Xxxxx Entity is a party as of the
date hereof shall not constitute gross negligence or wilful misconduct by any
Pitney Xxxxx Entity; provided that the relevant Pitney Xxxxx Entity has used
commercially reasonable efforts to obtain the relevant consent). Sections 4.04
and 4.05 of the Distribution Agreement shall apply in the event that any
indemnification is sought pursuant to this Section 4.06.

Section 4.07. Indemnification of Imagistics by Pitney Xxxxx. Pitney Xxxxx
agrees to indemnify and hold harmless each member of the Imagistics Group and
their respective directors, officers, agents, and employees (each, a "Imagistics
Indemnified Person") from and against any damages, and shall reimburse each
Imagistics Indemnified Person for all reasonable expenses as they are incurred
in investigating, preparing, or defending any Action, arising out of the gross
negligence or willful misconduct of any Pitney Xxxxx Indemnified Person in
connection with the Services rendered or to be rendered pursuant to this
Agreement. Sections 4.04 and 4.05 of the Distribution Agreement shall apply in
the event that any indemnification is sought pursuant to this Section 4.07.

Section 4.08. Further Indemnification. To the extent that any other Person
has agreed to indemnify any Pitney Xxxxx Indemnified Person or to hold a Pitney
Xxxxx Indemnified Person harmless and such Person provides services to Pitney
Xxxxx or any affiliate of Pitney Xxxxx relating directly or indirectly to any

employee plan or benefit arrangement for which Benefit Services are provided
under this Agreement, Pitney Xxxxx shall exercise reasonable efforts (a) to make
such agreement applicable to any Imagistics Indemnified Person so that each
Imagistics Indemnified Person is held harmless or indemnified to the same extent
as any Pitney Xxxxx Indemnified Person or (b) otherwise make available to each
Imagistics Indemnified Person the benefits of such agreement.

Section 4.09. Notice of Certain Matters. If Imagistics at any time believes
that Pitney Xxxxx is not in full compliance with its obligations under Section
4.01(a) of this Agreement, Imagistics shall so notify Pitney Xxxxx in writing
promptly (but not later than 30 days) after becoming aware of such possible
non-compliance by Pitney Xxxxx. Failure to notify Pitney Xxxxx within 30 days
shall not relieve Pitney Xxxxx of liability except to the extent Pitney Xxxxx is
actually prejudiced due to such failure to notify. Such notice (a
"Non-Compliance Notice") shall set forth in reasonable detail the basis for
Imagistics' belief as well as Imagistics' view as to the steps to be taken by
Pitney Xxxxx to address the possible non-compliance. For the 30 days after
receipt of such a notice, appropriate representatives of Pitney Xxxxx and
Imagistics shall work in good faith to develop a plan to resolve the matters
referred to in the Non-Compliance Notice. In the event such matters are not
resolved through such discussions, Imagistics may elect to terminate Pitney
Xxxxx' obligation to provide or procure, and its obligation to purchase, the
Service or Services referred to in its Non-Compliance Notice in accordance with.
In the event such matters are resolved through such discussions and Imagistics
does not elect to terminate such Service or Services within 60 days of the end
of the 30-day period referred to in the third sentence of this Section 4.09,
Imagistics shall not be entitled to deliver another Non-Compliance Notice or
pursue other remedies with respect to same or any substantially similar matter
so long as Pitney Xxxxx complies in all material respects with the terms of such
resolution. In no event shall any termination of this Agreement pursuant to this
Section 4.09 limit or affect Imagistics' right to seek remedies in accordance
with Section 4.08 in respect of any breach by Pitney Xxxxx of any of its
obligations under this Agreement prior to such termination.

Article 5
TERM AND TERMINATION

Section 5.01. Term. Except as otherwise provided in this Article 5, in
Section 9.05 or as otherwise agreed in writing by the parties, Pitney Xxxxx
shall provide (through one or more of its Affiliates and/or outside service
providers to the extent utilized by Imagistics as of the date hereof or engaged
hereafter with the prior written consent of Imagistics) to the Imagistics Group,
the Non-IT Services and any additional services as identified and agreed upon by
Pitney Xxxxx and Imagistics pursuant to Section 2.03 for an initial term of
twelve months from the

Distribution Date (the "Transition Period"). Pitney Xxxxx shall provide the IT
Services (in the manner provided in the preceding sentence) for an initial term
from the Distribution Date until December 31, 2002. Pitney Xxxxx' obligation to
provide or procure, and Imagistics' obligation to purchase, a Service shall
cease as of the applicable date set forth in the applicable Schedules or such
earlier date determined in accordance with. The Transition Period shall be
deemed to be extended, as and for the period needed but, in any event, not to
exceed six months, on account of any one of the following: (i) a requirement by
a Government Authority; (ii) at the discretion of the non-breaching party, any
failure by Imagistics or Pitney Xxxxx, as the case may be, to perform any action
required on its part under this agreement including the schedules hereto, but
only to the extent of such failure; or (iii) the inability of the parties to
achieve a suitable replacement for provision of the Services as set forth in any
schedule hereto after applying reasonable efforts, provided that, to the extent
the Transition Period is extended pursuant to clause (i) or (iii), in addition
to the amounts otherwise due pursuant to Section 3.01 of this Agreement,
Imagistics shall pay all costs actually incurred by reason of the extension.
Pitney Xxxxx shall make commercially reasonable efforts (which shall not require
it to incur any out of pocket costs) to minimize the costs referred to in the
immediately preceding proviso.

Section 5.02. Termination. (a) Except as otherwise provided in any Schedule
hereto, Imagistics may (i) from time to time terminate this Agreement with
respect to one or more of the Services, in whole or in part, upon giving at
least 180 days' prior notice to Pitney Xxxxx or (ii) terminate this Agreement at
any time upon 180 days' written notice.

(b) Pitney Xxxxx may terminate any Service at any time if Imagistics shall
have failed to perform any of its material obligations under this Agreement
relating to any such Service, Pitney Xxxxx has notified Imagistics in writing of
such failure and such failure shall have continued for a period of 60 days after
receipt by Imagistics of written notice of such failure.

(c) Imagistics may terminate any Service at any time if Pitney Xxxxx shall
have failed to perform any of its material obligations under this Agreement
relating to any such Service, Imagistics has notified Pitney Xxxxx in writing of
such failure, and such failure shall have continued for a period of 60 days
after receipt by Pitney Xxxxx of written notice of such failure.

Section 5.03. Effect of Termination. (a) Other than as required by law,
upon termination of any Service pursuant to Section 5.02, or upon termination of
this Agreement in accordance with its terms, Pitney Xxxxx shall have no further
obligation to provide the terminated Service (or any Service, in the case of
termination of this Agreement) and Imagistics shall have no obligation to pay
any fees relating to such Services or make any other payments hereunder;
provided that notwithstanding such termination, (i) Imagistics shall remain
liable to Pitney

Xxxxx for fees owed and payable in respect of Services provided prior to the
effective date of the termination; (ii) Pitney Xxxxx shall continue to charge
Imagistics for administrative and program costs relating to benefits paid after
but incurred prior to the termination of any Service and other services required
to be provided after the termination of such Service and Imagistics shall be
obligated to pay such expenses in accordance with the terms of this Agreement;
and (iii) the provisions of Articles 4, 5, 6 and 8.01 shall survive any such
termination indefinitely. All program and administrative costs attributable to
employees of any of the Imagistics Group for Pitney Xxxxx Plans that relate to
any period after the effective date of any such termination shall be for the
account of Imagistics.

(b) Following termination of this Agreement with respect to any Service,
Pitney Xxxxx and Imagistics agree to cooperate in providing for an orderly
transition of such Service to Imagistics or to a successor service provider.
Without limiting the foregoing, Pitney Xxxxx agrees to (i) provide, within 60
days of the termination, copies in a usable format designated by Pitney Xxxxx,
of all records relating directly or indirectly to benefit determinations of
Imagistics employees, including but not limited to compensation and service
records, correspondence, plan interpretive policies, plan procedures,
administration guidelines, minutes, or any data or records required to be
maintained by law and (ii) work with Imagistics in developing a transition
schedule.

Article 6
OPERATING COMMITTEE

Section 6.01. Organization. The parties shall use an operating committee
(the "Operating Committee") to implement the terms of this Agreement. Each of
Pitney Xxxxx and Imagistics shall appoint three employees, at least one of whom
shall be a senior executive, to the Operating Committee for a two year term. The
Operating Committee will oversee the implementation and ongoing operation of
this Agreement and shall attempt in good faith to resolve disputes between the
parties. Each of the parties shall have the right to replace one or more of its
Operating Committee members at any time with employees or officers with
comparable knowledge, expertise and decision-making authority.

Section 6.02. Decision Making. The Operating Committee shall act by a
majority vote of its members. If the Operating Committee fails to make a
decision, resolve a dispute, agree upon any necessary action, or if Imagistics
so requests in the event of a material breach significantly and adversely
affecting the business of Imagistics, a senior officer of Pitney Xxxxx and a
senior officer of Imagistics, neither of whom shall have direct responsibility
for the subject matter in dispute, shall attempt in good faith within a period
of 14 days to conclusively resolve any such unresolved matter.

Section 6.03. Meetings. During the Transition Period, the full Operating
Committee shall meet, in person or via teleconference at least once every
quarter. In addition, the Operating Committee shall meet as necessary to
promptly resolve any disputes submitted to it by any representative of Pitney
Xxxxx or of Imagistics.

Article 7
THIRD PARTY CONSENTS AND LICENSES

Section 7.01. Separation. With respect to any hardware or software licenses
that are utilized as of the date hereof by both the Pitney Xxxxx Group and the
Imagistics Group related to the Services to be provided hereunder, Pitney Xxxxx
and Imagistics agree to cooperate and use their reasonable efforts to cause, on
or before the expiration of the relevant terms hereunder, such licenses to be
separated and allocated between the parties so that the Imagistics Group
receives a number of such licenses that is consistent with the historical usage
of the licensed hardware or software by the Imagistics Group.

Section 7.02. Additional Licenses. The Pitney Xxxxx Group and the
Imagistics Group shall obtain and maintain all material permits, approvals and
licenses necessary or appropriate so that the Pitney Xxxxx Group may perform its
duties and obligations (including the provision of the Services) hereunder. To
the extent that it is necessary for the Pitney Xxxxx Group to obtain and
maintain all such material permits, approvals and licenses, the Pitney Xxxxx
Group shall use commercially reasonable efforts to obtain and maintain all such
material permits, approvals and licenses. Each of the Pitney Xxxxx Group and the
Imagistics Group shall at all times comply with the terms and conditions of such
permits, approvals and licenses.

Section 7.03. Fees. If any consent or license to provide or have provided
any of the Services contemplated by the Agreement cannot be obtained by the
Pitney Xxxxx Group or by the Imagistics Group, the Pitney Xxxxx Group will not
provide the Services until such consent or license consent can be obtained
unless such consent has been sought and is reasonably expected to be approved.
Costs relating to obtaining such consents or licenses shall be paid by the
Imagistics Group.

Article 8
ADDITIONAL AGREEMENTS

Section 8.01. Confidential Information. (a) Imagistics and Pitney Xxxxx
hereby covenant and agree to hold in trust and maintain confidential all

Confidential Information relating to the other party or any of such other
party's Subsidiaries. Without limiting the generality of the foregoing,
Confidential Information relating to a party or any of its Subsidiaries shall be
disclosed only to those employees of the other party who need to know such
information in connection with their ordinary course employment activities and
in no event shall any such Confidential Information be disclosed to any other
Person. "Confidential Information" shall mean all information, materials and
processes relating to a party or any Subsidiary of such party obtained by the
other party or any Subsidiary of such other party at any time (whether prior to
or after the date hereof and whether in connection with this Agreement or
otherwise) in any format whatsoever (whether orally, visually, in writing,
electronically or in any other form) and shall include, but not be limited to,
economic and business information or data, business plans, computer software and
information relating to employees, vendors, customers, products, financial
performance and projections, processes, strategies and systems but shall not
include (i) information which becomes generally available other than by release
in violation of the provisions of this Section 8.01, (ii) information which
becomes available on a non-confidential basis to a party from a source other
than the other party to this Agreement, provided the party in question
reasonably believes that such source is not or was not bound to hold such
information confidential and (iii) information acquired or developed
independently by a party without violating this Section 8.01 or any other
confidentiality agreement with the other party. Each party shall use
commercially reasonable efforts to restrict access to the other party's
Confidential Information to those employees of such party requiring access for
the purpose of providing Services hereunder. Notwithstanding any provision of
this Section 8.01 to the contrary, a party may disclose such portion of the
Confidential Information relating to the other party to the extent, but only to
the extent, the disclosing party reasonably believes that such disclosure is
required under law or the rules of a securities exchange; provided that the
disclosing party first notifies the other party hereto of such requirement and
allows such party a reasonable opportunity to seek a protective order or other
appropriate remedy to prevent such disclosure. The parties acknowledge that
money damages would not be a sufficient remedy for any breach of the provisions
of this Section 8.01 and that the non-breaching party shall be entitled to
equitable relief in a court of law in the event of, or to prevent, a breach or
threatened breach of this Section 8.01.

(b) Notwithstanding the provisions of Section 8.01(a), upon a Change of
Control, Imagistics shall, if requested by Pitney Xxxxx, (i)promptly (but in no
event later than 30 days after the occurrence of such Change of Control) return
to Pitney Xxxxx or destroy all Confidential Information in its possession (or
that of any of its Subsidiaries) relating to Pitney Xxxxx or any of its
Subsidiaries, (ii) no longer be permitted to use such Confidential Information
in its business or operations (or the business or operations of any of its
Subsidiaries) and (iii) promptly (but in no event later than 30 days after the
occurrence of such Change of

Control) deliver a written certificate to Pitney Xxxxx executed by Imagistics'
Chief Executive Officer expressly acknowledging the obligations set forth in
clauses (i) and (ii) of this sentence and certifying that Imagistics has and
shall continue to adhere to such requirements.

Section 8.02. Security. Pitney Xxxxx shall provide physical and data
security for the businesses or functions to which the Services relate at a level
at least comparable to security provided to other comparable Pitney Xxxxx
businesses or functions. Imagistics shall be responsible for all security issues
at Imagistics facilities. Each party agrees to comply with the other party's
systems security procedures and shall not circumvent such procedures. Each party
retains the right to monitor and audit the other party's compliance with such
systems and security procedures. If either party reasonably determines that
personnel from the other party have attempted to circumvent its systems security
procedures, that party may immediately terminate such personnel's access to its
systems security procedures, that party may immediately terminate such
personnel's access to it systems and shall immediately advise the other party of
such incident and termination.

Section 8.03. Service Level at Termination of Transition Period. At least
90 days prior to the termination of the Transition Period, Imagistics shall
provide to Pitney Xxxxx a written notice of its plan for termination of each
Service and for transition to a provider of each Service other than Pitney Xxxxx
or any such third party that Pitney Xxxxx has caused to provide such Service
(the "Transition Plan") for Pitney Xxxxx' review and comment. To the extent the
Transition Plan indicates that any such Service provided by Pitney Xxxxx or
caused to be provided by Pitney Xxxxx under this Agreement shall be provided by
any other party at the termination of the Transition Period, Pitney Xxxxx shall
use commercially reasonable efforts to assist in the transfer of all required
data and otherwise facilitate the transfer of responsibility for such Service to
such other party and to continue the provision of each Service during the
transition to such party prior to the termination of the Transition Period or
other termination of this Agreement. Following the termination of the Transition
Period or upon any other termination of this Agreement, Pitney Xxxxx shall have
no obligation to continue to provide any of the Services identified in the
Agreement or otherwise agreed to by the parties prior to the termination of this
Agreement.

Article 9
MISCELLANEOUS

Section 9.01. Prior Agreements. In the event there is any conflict between
the provisions of this Agreement, on the one hand, and provisions of prior
services agreements among any Pitney Xxxxx Entity and any Imagistics Entity (the
"Prior Agreements"), on the other hand, the provisions of this Agreement shall
govern

and such provisions in the Prior Agreements are deemed to be amended so as to
conform with this Agreement.

Section 9.02. Other Agreements. In the event there is any inconsistency
between the provisions of this Agreement, on the one hand, and the provisions of
the Distribution Agreement, on the other hand, the provisions of the
Distribution Agreement shall govern.

Section 9.03. No Agency. Nothing in this Agreement shall constitute or be
deemed to constitute a partnership or joint venture between the parties hereto
or, except to the extent provided in Section 4.04, constitute or be deemed to
constitute any party the agent or employee of the other party for any purpose
whatsoever and neither party shall have authority or power to bind the other or
to contract in the name of, or create a liability against, the other in any way
or for any purpose.

Section 9.04. Subcontractors. Pitney Xxxxx may hire or engage one or more
subcontractors to perform all or any of its obligations under this Agreement;
provided that, subject to Section 4.05, Pitney Xxxxx shall in all cases remain
primarily responsible for all obligations undertaken by it in this Agreement
with respect to the scope, quality and nature of the Services provided to
Imagistics.

Section 9.05. Force Majeure. (a) For purposes of this Section, "force
majeure" means an event beyond the control of either party, which by its nature
could not have been foreseen by such party, or, if it could have been foreseen,
was unavoidable, and includes without limitation, acts of God, storms, floods,
riots, fires, sabotage, civil commotion or civil unrest, interference by civil
or military authorities, acts of war (declared or undeclared) and failure of
energy sources.

(b) Without limiting the generality of Section 4.05(a), neither party shall
be under any liability for failure to fulfill any obligation under this
Agreement, so long as and to the extent to which the fulfillment of such
obligation is prevented, frustrated, hindered, or delayed as a consequence of
circumstances of force majeure; provided that such party shall have exercised
all due diligence to minimize to the greatest extent possible the effect of
force majeure on its obligations hereunder.

(c) Promptly on becoming aware of force majeure causing a delay in
performance or preventing performance of any obligations imposed by this
Agreement (and termination of such delay), the party affected shall give written
notice to the other party giving details of the same, including particulars of
the actual and, if applicable, estimated continuing effects of such force
majeure on the obligations of the party whose performance is prevented or
delayed. If such notice shall have been duly given, the actual delay resulting
from such force majeure shall be deemed not to be a breach of this Agreement,
and the period for performance of the obligation to which it relates shall be
extended accordingly;

provided that if force majeure results in the performance of a party being
delayed by more than 60 days, the other party shall have the right to terminate
this Agreement with respect to any Service affected by such delay forthwith by
written notice.

Section 9.06. Entire Agreement. This Agreement (including the Schedules
constituting a part of this Agreement) and any other writing signed by the
parties that specifically references this Agreement constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings and negotiations, both written
and oral, between the parties with respect to the subject matter hereof. This
Agreement is not intended to confer upon any Person other than the parties
hereto any rights or remedies hereunder.

Section 9.07. Information. Subject to applicable law and privileges, each
party hereto covenants and agrees to provide the other party with all
information regarding itself and transactions under this Agreement that the
other party reasonably believes are required to comply with all applicable
federal, state, county and local laws, ordinances, regulations and codes,
including, but not limited to, securities laws and regulations.

Section 9.08. Notices. Any notice, instruction, direction or demand under
the terms of this Agreement required to be in writing shall be duly given upon
delivery, if delivered by hand, facsimile transmission, or mail, to the
following addresses:

(a) If to Pitney Xxxxx to:

Pitney Xxxxx Inc.
0 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxx X. Xxxx

with a copy to:

Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx

(b) If to Imagistics to:

Imagistics International Inc.
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxx

with a copy to:

Imagistics International Inc.
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxx

or to such other addresses or telecopy numbers as may be specified by like
notice to the other parties.

Section 9.09. Governing Law. This Agreement shall be construed in
accordance with and governed by the substantive internal laws of the State of
New York.

Section 9.10. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.11. Severability. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not render
the entire Agreement invalid. Rather, the Agreement shall be construed as if not
containing the particular invalid or unenforceable provision, and the rights and
obligations of each party shall be construed and enforced accordingly.

Section 9.12. Amendment. This Agreement may only be amended by a written
agreement executed by both parties hereto.

Section 9.13. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives.

PITNEY XXXXX INC.
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Exec. Vice President &
Chief Financial Officer

IMAGISTICS INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer

Schedule 1

PBI / Imagistics Transition Services Agreement

Schedule 1 -- Summary of Non-IT Service Agreements

Schedule

Service Parts Logistics 1A

Real Estate Transaction Services 1B

Accounting

Sales, Use and Property Tax 1C-1
Payroll, Travel Reimbursement, Accounts Payable 1C-2
General Ledger 1C-3
Fixed Assets 1C-4
Inventory Accounting 1C-5
Accounts Receivable 1C-6

Benefits Administration 1D

Supplies Line Order Entry System 1E

Customer Care Call Dispatch 1F

Safety and Environmental 1G

Field Service Systems Support 1H

Non-Focus Field Service 1J

Telecom Costs in Shared Locations 1K

Mailroom Services 1L

Import and Customs Compliance 1M

Document Services Group Services 1N

Schedule 1-Page 1

PBI / Imagistics Transition Services Agreement

Schedule 1A -- Service Parts Logistics

General

PBI will furnish Imagistics with logistics support for its U.S. service parts.
This service will cover warehousing and outbound logistics for service parts.
Finished goods logistics are excluded from this agreement.

Duration

The period commencing at the Distribution Date and concluding December 31, 2002.

Cost

$211,000 per month (excluding carrier costs).

Costs for outbound carrier services and repackaging of parts will be billed to
Imagistics by PBI based on the percentage of parts that are shipped on a monthly
basis. This charge will be an allocation of total outbound freight costs, based
on Imagistics monthly line-item volumes as a percentage of total line-items
shipped.

At the termination of the agreement, Imagistics will pay for all expenses
related to the pick/pack and transport of parts to a new facility. This charge
will be based on actual costs and overheads incurred.

Imagistics volume levels are assumed to be equal to levels supported in 2000.
Should Imagistics annual parts volumes (defined by SKUs) or space usage vary
from 2000 levels by more than 10%, a revised charge will be calculated by PBI
and will not be unreasonably refused by Imagistics.

Included Services

PBI will provide logistics for service parts:

o Receipt and repackaging of parts from vendors.

o Storage of parts in warehouse.

o Pick/pack of parts for field service.

o Load shipments onto outbound carriers.

In addition, PBI will provide the following services:

Negotiate terms with outbound carriers.

Support IT systems related to parts logistics (PARTS system, Inventory Control
Integration ICI system).

Schedule 1A-Page 1

Provide access to Imagistics to the ICI system to allow them to analyze and
manage inventory levels).

Insure inventory from physical loss.

Provide inventory controls.

Conduct track and trace on lost/late outbound shipments. Reship if necessary.

Excluded Services

Procurement and payment for all parts is the sole responsibility of Imagistics.

Parts inventory will be owned by Imagistics.

Ongoing support of ACESS system is covered by Field Service agreement Schedule
1H.

Any liability for damages to parts shipments or for third party claims of
damages as a result of parts shipments to Imagistics will be the sole
responsibility of Imagistics unless caused by willful misconduct by PBI.

Schedule 1A-Page 2

PBI - Imagistics Transition Services Agreement

Schedule 1B -- Real Estate Transaction Services

General

PBI Corporate Real Estate (CRE) will furnish Real Estate Transaction Services to
Imagistics for delivery of real estate projects that are commenced prior to the
Distribution Date and deliverable prior to December 31, 2001 on an as needed
basis. Imagistics will be responsible for all Imagistics real-estate projects
that commence after the Distribution Date or that are deliverable after December
31, 2001. As soon as practical, PBI will transfer responsibility for delivery of
all Imagistics projects deliverable after December 31, 2001 to Imagistics.

Real Estate Transaction Services are specifically related to facility
acquisition and project management support for Imagistics operations in PBI
locations with expiring leases. The services are based on current practices and
standards employed by the Corporate Real Estate Department (CRE) to fulfill
MSD/Imagistics district requirements. The procedure includes coordination with
Imagistics management as well as outside vendors. Imagistics represents that it
accepts the current process and costs for all outside services currently engaged
in project delivery as reflected in Exhibit B to this Schedule 1B.

The existing process between CRE and TechCentral IT will be used to provide the
resources needed for design, acquisition or installation of telephone or data
infrastructure or services. The costs of these services will be identified and
budgeted in the scope of the project and paid for by Imagistics. Imagistics IT
will oversee these resources and provide input as required to ensure services
and timeliness to meet project objectives.

Transaction Services do not include ongoing property management and lease
administration services. These services for locations where Imagistics is a
subtenant in PBI leaseholds, are detailed in the appropriate Sublease
Agreements. Lease Administration and Property Management for locations where
Imagistics is the Primary Tenant on the lease will be the responsibility of
Imagistics.

Duration

Beginning on the Distribution Date and ending no later than December 31, 2001.

Schedule 1B-Page 1

Cost

At the Distribution Date, PBI will furnish estimates of hours required to
complete all projects that have commenced prior to the Distribution Date. Due to
the large number of variables, interdependencies and uncontrollables, estimates
for a project timeframe will not be considered guarantees. Projects will be
billed for actual time spent by the CRE department. As a frame of reference, a
typical project from inception to delivery requires 170 hours of CRE oversight
over a 9 month period.

PBI will invoice Imagistics for all actual labor (at a rate of $100 per hour)
and reimbursables including travel expenses, supplies, copying plans and other
materials used in the course of the business (at cost). Out-sourced services
including project management/implementation, lease negotiation, legal due
diligence, architectural services, environmental and security reviews will be
requisitioned and approved by PBI CRE and paid directly by Imagistics within 10
days of receiving an approved invoice.

Specific Services

o PBI CRE will appoint a project manager who will be responsible for
coordinating the provision of services to Imagistics. In general, with
the participation of Imagistics personnel and outside vendors, PBI
will coordinate the following services. These services and their
accountabilities are more specifically detailed on Exhibit A
(attached).

o Identify property requirements (i.e. Size, location, attributes based
on operating requirements and based on standard PBI guidelines.

o Engage outside vendors to perform various activities including
brokerage services, architectural, project implementation, lease
negotiation.

o Coordinate and oversee vendor performance.

o Identify financial parameters based on market conditions and develop
and circulate a standard CRE CIP for approval by Imagistics
management.

o Negotiate business terms to obtain leaseholds for those properties on
behalf of Imagistics.

o Oversee lease language negotiation by outside counsel. o Initiate
environmental and security reviews.

o Oversee and coordinate construction and move process.

o Design projects based on current PBI construction standards

o Review/approve Construction Documents (CDs). Approval of CDs is
not a professional approval of design.

o Oversee landlord's implementation of construction.

Schedule 1B-Page 2

o Identify furniture inventory and order furniture requirements.

o Advise TechCentral identified resources of necessary timeframes
for coordination of tele/data installations. The identified
TechCentral resources and Imagistics IT will be responsible for
tele/data equipment and service installation.

o Issue RFPs and contracts for support services.

o Oversee vendor/landlord inspection and close-out of vacated properties.

PBI CRE will not be responsible for costs associated with Imagistics failure to
act or make decisions in a timely fashion.

PBI will manage project expenses within the proposed financial guidelines
presented to Imagistics based on market conditions (i.e. Capital Investment
Proposals (CIP)) which will be based on current PBI Real Estate practices. PBI
will approve invoices for payment of all vendors during the transition services
period. The payment will be made by Imagistics within 30 days of receipt of an
approved invoice. PBI CRE will review over-runs of projects with Imagistics
management (defined as the person who signed-off the project CIP). CRE will not
be responsible for project over runs due to failure of Imagistics to approve or
make timely decisions, force majeure or other delays not reasonably within
control of PBI.

Upon the earlier of substantial completion of a project in accordance with
generally accepted construction practices of the project locale or occupancy by
Imagistics personnel - Imagistics will become accountable for all requirements
of the property including lease administration and property management.

Additional project management and training support may be provided if both
parties agree to specific terms.

Schedule 1B-Page 3

CRE -- IMAGISTICS REAL ESTATE PROJECT PROCESS Sched. 1B -- Exhibit A

PROJECT CONTACTS:

o Imagistics Facilities:

o Imagistics Districts (Commercial Sales & Service and National Sales).

o Business Products Centers ("BPC")

o Imagistics Home Office Contacts:

o Imagistics District: Xxxxxxx Xxxxxxxx, 000-0000 fax 000-0000 Mail
Loc: 17-20

o Imagistics BPC: Xxxxxx Xxxxx (ph PBI external 365) 000-0000 fax
000-000-0000 Mail Loc: 17-23

o Imagistics IT - Voice and Data Requirements - Xxxx Xxxxxx (ph PBI
external 365) 430-7036

o PBI CRE Contacts

o CRE West Xxxxx Xxxxxxx 351-7296

o CRE East Xxxxxxx Xxxx - 351-6286

IMPLEMENTATION DESCRIPTION:

I. PROJECT KICKOFF:

o Identify Space Alternatives:

o Consolidation & Relocation of Operations o Relocation of District
Office

o Separation from PBI (demise in same facility or separate
locations)

o Lease Renewal (maybe w/ a consolidation of another group)

o New space requirement (New District Office or BPC).

o Calculate Facility Requirement

o Incorporate Personnel ("PSN") into standard PSN spreadsheet

o Circulate Completed PSN spreadsheet to Imagistics Home Office
Contacts for approval

o Once facility requirement is established, compare to existing
facility (to determine if existing space meets current
requirements).

o Request Telecomm Budget From TechCentral Resources

o Forward approved Personnel Spreadsheet to TechCentral Resources.

Schedule 1B-Exhibit A-Page 1

o CRE to provide TechCentral Resources with projected move in date,
local Imagistics contacts and a description of all options that will
be explored (Consolidation & Relocation of Imagistics, Lease Renewal
(maybe w/ a consolidation and/or demise existing space) and/or New
space requirement).

o TechCentral Resources to review all phone/data requirements with local
Imagistics contacts.

o TechCentral Resources to provide CRE with tele/data budget for all
facility options.

o Imagistics IT will review, approve and manage provided budgets and
equipment requirements.

o Contact Local Imagistics Service Management to discuss:

o Approved Personnel

o Service Requirements

o Preferred Geographic Areas (request 1st 2nd & 3rd choice and a Map
based on growth areas and current customer base).

o Condition and Functionality of Existing space and improvements needed.

o Contact Local Imagistics Sales Management (Commercial and National Sales
Manager's) to review:

o Requirements provided by Service Management.

o Contact Local Imagistics Commercial and National Region Management
(Commercial Region Service and Sales VP and National Region VP to review:

o Requirements provided by their respective Local Imagistics Management.

II. MARKET SURVEY

o Provide Xxxxxxx & Wakefield with the following information:

o Preferred Geographic Area (request 1st 2nd & 3rd choice and a Map
showing areas with instruction to educate as to the entire
market).

o Space requirement and Type of facility (flex, warehouse, and
retail)

o Lease expiration date and Target move in date.

o Existing facility info (address, Local Imagistics Management,
and, if exploring lease renewal, provide copy of lease, landlord
contact, renewal terms, rental rate, and desired improvements).

Schedule 1B-Exhibit A-Page 2

III. SITE TOUR

o Preparation:

o Review market survey provided by local C&W broker.

o Select 5-10 properties (if available) that meet requirement and
desired rental rates.

o Schedule site tour. Advise Local Imagistics Management of date
and time of tour

o One-week prior, confirm the local Imagistics Management attendees
and fax tour itinerary.

o Mail Copy of CRE Procedures Guide to local Imagistics Management.

o Request local Broker to prepare books (must include map, market
scope, property profile) and to have enough on hand for all
attendees.

IV. SITE SELECTION

o Develop Short List and proceed as follows:

o Local Broker to send out PBI standard RFP and Environmental
Questionnaire to prospective landlords.

o Review all RFP's and Counter

o Review Counter proposals and select 2 to 3 properties (if
available) and counter again (include PBI standard lease
document).

o Request Landlords to provide proposed layout (Provide them with
program requirement (Personnel spreadsheet) and sample space plan
of a similar space requirement.).

o Upon receipt of 2nd round of counters, C&W to run comparison
analysis.

o Select 1st and 2nd choice properties.

VI. SITE APPROVAL

o PBI Due Diligence:

o Environmental Assessment

o Corporate Security- CAP Index Report

V. SITE DEVELOPMENT

o Financial Approval

o CRE PM to Prepare CIP for new facility lease or lease renewal.

o CIP to identify: Total Estimated Facility Expense (Lease, Opex,
Cam, Utilities, janitorial and moving costs) and Total Estimated
Capital request (LHI, Furniture and Phone and Data)

Schedule 1B-Exhibit A-Page 3

o Attach to CIP; the approved Personnel spreadsheet, Telecomm
budget and site comparison analysis.

o Forward CIP to respective Imagistics Home Office Management for
Approval.

o Space Plan

o CRE PM to forward landlord's proposed layout or As-Built (request
plan on CAD) to PBI Architect for review and incorporation of PBI
standards.

o Approval of Space Plan

o CRE PM to forward proposed space plan (once all of CRE PM's
comments have been incorporated) to:

o Local Imagistics Management and Region Management for
review/approval and/or comments. If reasonable modifications are
requested, incorporate and forward modified plan to local
Imagistics management and Region Management for approval.

o CRE PM to provide TCC PM with Proposed TI language, Landlord's
work letter and Base Building Info.

o TCC PM visits proposed site for pre-design review and existing
facility.

o Also if CRE PM has not seen the proposed facility, TCC PM to inspect
the HVAC units (if applicable) and take pictures of the interior space
(ceiling tile, lights, doors, restrooms, etc).

o Telephone/Data Services

o CRE or TCC PM to Provide TechCentral Resources (ASAP) with the
following info:

o New facility address, landlord contact, a name and phone number of a
tenant in the proposed building, any revised Personnel, proposed space
plan, confirm target completion date.

o Confirm with TechCentral Resources that local Imagistics management
requirements were discussed. Confirm with TechCentral Resources
installation date for new or existing phone switch and data lines.

o Development of Base Plans and Construction Documents

o Depending upon agreement with landlord, either PBI Architect will
prepare a full set of base plans (Demolition, construction,
tele/elect/, reflected ceiling, and finish schedule) and forward to
landlord's architect for preparation of CD's (review for code
compliance, and M.E.P's) or Landlord's architect will prepare all
drawings.

Schedule 1B-Exhibit A-Page 4

o Lease

o Prepare Lease Objective Sheet

o Forward Proposed Lease Document or Lease Amendment (whether it be PBI
standard lease that LL has marked up or Landlord's standard lease
document), Lease Objective Sheet and Accepted RFP to PBI outside
counsel.

o Furniture

o Request furniture inventory. Forward proposed layout (if completed) to
furniture vendor, Name and Phone number of local Imagistics
management.

VI. PRE-CONSTRUCTION THROUGH MOVE IN

o Xxxxxxxx Xxxx Scope of Services

o TCC shall:

o Coordinate with Imagistics IT for procurement and installation of
Telecomm and Data requirements.

o Coordinate order and installation of Telecom/Data Cabling

o Coordinate specification and procurement for new furniture (work with
PBI vendors.

o Furniture Vendor to provide TCC with the furniture inventory.

o Coordinate the development of Construction Documents

o Obtain a minimum of Three Bids for all work.

o Secure issuance of Building Permit (may be via Contractor or Landlord)

o Manage Construction Process

o Coordinate installation of Furniture

o Obtain final Certificate of Occupancy

o Administer move process (includes completion and distribution of PBI
standard relocation schedule to local Imagistics Contacts).

o Develop, issue and manage completion of final Punch List.

Schedule 1B-Exhibit A-Page 5

o Project Management Activity Responsibilities

--------------------------------------------------------------------------------------------
Activity Responsible Parties
--------------------------------------------------------------------------------------------
Imagistics CRE Vendor
------------------------------------

Project Request and Assignment x

Identify strategy/ Define geographic area x

Provide CRE personnel information in standard x
spreadsheet format (attached)

Propose alternatives x x

Dimension Size requirement based on approved x
standards (attached)

Approve Size and Geographic search area x

Determine Telecomm/data requirements and provide x TCC PM
budget TechCentral
Data
Resource

Obtain market data, develop short list and coordinate x x RE broker
schedule for market tour

Tour short list of sites x x

Analyze RFP's, Counter proposals, propose property x

Prepare and circulate facility CIP for approval x

Review and approve facility CIP x

Finalize site selection x

Request Environmental and Security review of property x

Conduct Environmental assessment PBI Corporate
Safety

Conduct Security review Security Firm

Negotiate and finalize lease document x RE Atty

Execute Lease Agreement x

Request and analyze furniture inventory. Develop x Furniture
furniture installation drawing. Order components Distributor --
needed to complete new configurations or to replace Inventory/ design
damaged furniture.

Develop space plan x x Architect

Approve final space plan x

Develop construction documents x Architect

Manage construction process x TCCS

Manage installation of voice and data x TCCS

Manage installation of new furniture and the tear x Furniture
down and rebuild or move of existing furniture Distributor &
TCCS

Schedule and Coordinate move into new facility x x Move vendor &
TCCS

Schedule 1B-Exhibit A-Page 6

PBI / Imagistics Transition Services Agreement

Schedule 1C-1 -- Accounting Services -- Sales, Use and Property Tax

General

PBI will provide Imagistics with transitional accounting services to cover tax
compliance, research and tax-audit planning for sales, use and property taxes.

Duration

Distribution Date to December 31, 2001 (general support excluding maintenance of
tables) Distribution Date to December 31, 2002 (maintenance of all tax tables)

Cost

$11,250 per month until December 31, 2001.
$1,000 per month from January 1, 2002 until December 31, 2002.

Included Services

o Maintenance of tax tables includes:

o Maintain Spitab tables.

o Maintain use-tax tables.

o Maintain property tax depreciation tables for tangible personal tax. o
Maintain PTMS (fixed asset) tax tables.

o General Support includes:

o Train Imagistics tax group to maintain the PTMS table post-transition
period.

o Support Imagistics tax group as consultant to help build competence.

o Support tax compliance efforts (business licences, sales and use
returns, property tax returns).

o Provide tax data and backup documents to Imagistics upon request.

o Provide Imagistics with three offices/cubicles equipped with online
desktop computers and printer, in or near the PBI tax department.

o Advise Imagistics of any sales, use or property tax audit issues which
result or may result in additional tax (or refund) or written advice
by taxing authority on suggested or required corrective measures.
These issues could include audit adjustments that affected the
facsimile and/or copier component of PBI compliance, or adjustments or
issues that could affect prospective or post-distribution Imagistics
compliance or audits.

Schedule 1C-1-Page 1

Excluded Services

o PBI will not conduct any tax research on behalf of Imagistics after August
1, 2001.

Conditions

o Imagistics will sign all tax returns submitted by Imagistics.

o Imagistics will indemnify PBI for all returns completed by PBI on the
behalf of Imagistics, consistent with the appropriate terms in the tax
separation agreement.

Schedule 1C-1-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1C-2 -- Accounting Services -- Payroll, Travel Reimbursement,
Accounts Payable

General

PBI will provide Imagistics with transitional accounting services to cover
payroll, accounts payable and travel reimbursement.

Duration

Distribution Date to December 31, 2001 (Payroll and Travel Reimbursement).
Distribution Date to December 31, 2002 (Accounts Payable)

Cost

Monthly charges will be as follows:

Payroll $34,870
Travel Reimbursement 4,855
Accounts Payable 22,650
--------
Total $62,375
========

Included Services
Payroll services include:

o Set-up of new employees in Payroll system, assuming ordinary changes to
payrolls. Extraordinary numbers of new employees brought on by acquisitions
or business practice changes may incur higher fees.

o Processing regular payroll and overtime payments.

o Payroll tax deposits, returns, payments and W-2 processing.

o Account reconciliations for all payroll accounts (FICA, unemployment
insurance, federal/state and local with-holding, other appropriate
deductions, and payroll).

Travel Reimbursement services include:

o Processing approved Travel Reimbursement Payments and adjustments,
consistent with existing PBI suppliers and practices.

o Assigning travel expenses to appropriate GL account.

o Does not include approval of expenses which will be conducted by
Imagistics.

Accounts Payable services include:

o Provide system space for Imagistics Accounts Payable on SAP system.

o Schedule systems runs.

Schedule 1C-2-Page 1

o Maintain SAP and vendor file.

o Control systems security.

o Provide training for Imagistics staff to process reports etc in SAP system.

o Does not include processing, matching and paying bills (done by Imagistics
staff).

Schedule 1C-2-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1C-3 -- Accounting Services -- General Ledger

General

Imagistics will continue to use the general ledger system within PBI's SAP
environment during the transition period. Maintenance of the system will be
provided by PBI, while most accounting activities related to the general ledger
will be conducted by Imagistics.

Imagistics accounting system structure will be maintained at a level consistent
with the period preceding the spin-off. Any changes to this structure will be
made at the sole discretion of PBI.

Duration

Distribution Date to December 31, 2002

Cost

$34,500 per month.

Included Services

o Maintenance of the SAP system (including Chart of Accounts, cost center
structure, product hierarchy, Accrual reversal, open and close posting
periods).

o Maintenance of access security to SAP.

o Reconciliation of feeder systems to general ledger.

o Reconciliation of shared accounts to general ledger.

o Prepare the feeder closing schedule for Danbury Data Center.

o Facilitate closing entries based on requests from Imagistics.

o Training of Imagistics staff to utilize general ledger within SAP.

Metrics/Service Levels

PBI will ensure that closing schedules for Imagistics books will conform to a
monthly closing schedule that will be provided to Imagistics management,
consistent with the pre-spin-off practice. It is expected that Imagistics'
monthly close of feeder systems will conform closely with that of PBI (timing is
dictated by the timing of the run of PBI and Imagistics unique feeder systems).

Schedule 1C-3-Page 1

PBI / Imagistics Transition Services Agreement

Schedule 1C-4 -- Accounting Services -- Fixed Assets

General

Imagistics will continue to use the fixed asset ledger within PBI's SAP system
during the transition period.

Duration

Distribution Date to December 31, 2002

Cost

$2,000 per month.

Included Services

o Set-up of fixed assets into SAP system.

o Ongoing maintenance of the account structure.

o Process write-offs and accounting entries upon request of Imagistics.

o Provide ad-hoc reporting as required by Imagistics.

o Training of Imagistics staff to utilize fixed asset ledger within SAP.

Schedule 1C-4-Page 1

PBI / Imagistics Transition Services Agreement

Schedule 1C-5 -- Accounting Services -- Inventory Accounting

General

Imagistics will continue to use the inventory accounting system within PBI's
financial system during the transition period.

Duration

Distribution Date to December 31, 2002

Cost

$20,400 per month.

Included Services

o Maintenance of the CIS Inventory system (includes all product code
hierarchy, depreciation rates, etc.)

o Reconciliation of feeder systems to general ledger (demos, finished goods,
rental assets).

o Ensure output from inventory system is accurately reflected within G/L and
Income Statement.

o Calculation of Purchase Material Variances on facsimile equipment and
parts.

o Ensure reconciliations are accurate and current for shared accounts.

Schedule 1C-5-Page 1

PBI / Imagistics Transition Services Agreement

Schedule 1C-6 -- Accounting Services -- Accounts Receivable

General

Imagistics will continue to use the Mechanical Accounts Receivable System during
the transition period. Maintenance of the system will be provided by PBI.

PBI will support reconciliation of Accounts Receivable to the General Ledger,
and will work in conjunction with Imagistics to ensure that cash application
through the separate lock-boxes is correct.

PBI will continue to issue over-due statements to Imagistics customers with
outstanding invoices greater than 40 days.

There will be no cross-divisional (i.e. Inter-company) file corrections within
the Accounts Receivable system. Imagistics will make no changes to the A/R
system beyond normal customer maintenance functions defined below.

Duration

Distribution Date to December 31, 2002 (A/R systems usage and maintenance)
Distribution Date to January 31, 2002 (Reconciliation and accounting support)

Cost

Monthly charges are as follows:

Salaries $ 590
A/R System Maintenance 5,700
Forms and Envelopes 1,840
Postage 8,300
--------
Total $16,430

Commencing January 1, 2002, monthly charge will be reduced by $590 (all salary
charges related to reconciliations and accounting support will cease).

Included Services

PBI will:

o Maintain Spitab tables (A/R aging, Bad debts, Statements/Commissions).

o Tie-out daily Trial Balance to Mechanical Invoice Load (until 1/31/02).

o Tie-out and reconciliation monthly (until 1/31/02):

o Cashbook (JV#004)

Schedule 1C-6-Page 1

o Refunds and Manual A/R Feeder (JV#99)

o A/R to General Ledger

o Analyze, in conjunction with Imagistics, misapplied cash through lockbox
process:

o Determine if any cash received through PBI lockbox is for payment of
Imagistics invoices.

o Remove from PBI G/L and A/R systems any misapplied cash.

o Wire any misapplied Imagistics cash to Imagistics on a timely basis,
to be determined jointly by both parties.

o Train Imagistics staff on Reconciliation procedures on G/L.

o Set-up & maintain Imagistics employees for A/R Security.

o Provide to Imagistics usage of the A/R system, including:

o On-line functionality of A/R System (entries made by Imagistics
staff):

o Write-Off.

o File Correction.

o Refund.

o Use of all existing A/R screens:

o CMS.

o Payment history/Fiche information.

o Reporting (access to Imagistics staff to generate following reports):

o A/R Aging Report.

o Bad Debt Reporting.

o Refund Reporting.

o Issue weekly overdue statements to Imagistics customers with invoices
outstanding more than 40 days (including cost of statement, envelope and
postage).

Imagistics Services provided to PBI

o Analyze, in conjunction with PBI, misapplied cash through lockbox process:

o Determine if any cash received through Imagistics lockbox is for
payment of PBI invoices.

o Remove from Imagistics G/L and A/R systems any misapplied PBI cash.

o Wire any misapplied PBI cash to PBI on a timely basis, to be
determined jointly by both parties.

Excluded Services

o All Imagistics Fax Accounts Receivable Processes (not presently conducted
by PBI).

o Management of Imagistics lockboxes.

Schedule 1C-6-Page 2

o Cash application of cash received through Imagistics lockboxes (conducted
by Imagistics A/R staff).

o All A/R functions related Imagistics customers (conducted by Imagistics A/R
staff) including:

o Write-Off.

o File Correction.

o Refund.

o All daily/monthly reconciliations of Imagistics A/R will be assumed by
Imagistics after 1/31/02.

Schedule 1C-6-Page 3

PBI / Imagistics Transition Services Agreement

Schedule 1D -- Benefits Administration

General

PBI agrees to provide certain administrative services related to employee
benefits to be offered by PBI to Imagistics employees as set forth below.

Duration

o Except for specific items that are noted in Section 5 below, all benefits
administration support will terminate on December 31, 2001.

Cost

o $74,100 per month (from Distribution Date through December 31, 2001)

o PBI and Imagistics agree to negotiate jointly with 3rd party vendors with
respect to costs incurred related to pension transition service credit to
be provided by such vendors on behalf of Imagistics employees where the
services pertain to employee benefits provided by Pitney Xxxxx. Imagistics
agrees to pay the fees of such vendors directly to the vendors without
involvement of Pitney Xxxxx.

Included Services

1. General Benefits Administration

o Health Care, Dependent Care claims and administration of flex benefits.

o Processing of retirees from Imagistics transferred from Pitney Xxxxx,
including pension and retiree medical benefits.

2. Administration of Disability Programs

o Services to be provided are comparable to historical service provided to
Imagistics employees.

3. Benefits Customer Service Center

o Services to be provided are comparable to historical service provided to
Imagistics employees.

4. PBI Systems Access

o Access to PARS, DSS, Benesoft, MDA.

5. 2002 and Beyond

o Benefits Call Center 8:00 - 6:00 PM - (ends 3/31/02)

o Dependant Care/Healthcare account claims processing - (ends 3/31/02)

Schedule 1D-Page 1

o Disability - run-out of all open claims as of 12/31/01 (ends 6/15/02)

o Processing of retirees from Imagistics transferred from Pitney Xxxxx,
including pension and retiree medical benefits.

Imagistics Responsibilities

o Imagistics agrees to provide Towers Xxxxxx or other provider designated by
Pitney Xxxxx with data monthly that tracks employee pay and employment
duration for Imagistics employees. Data must be provided in a format that
is compatible with Pitney Xxxxx' pension benefits software.

Schedule 1D-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1E -- Supplies Line Order Entry System

General

Imagistics will continue to use the PBI Telemarketing order entry system for the
Supplies Line for all Copier orders. Fax orders will not use the PBI
Telemarketing order entry system.

The order entry system described in this agreement includes the order entry
system, the customer database, pricing database, product master, credit card,
shipping database and invoicing which are also key support for the overall
Telemarketing system.

Duration

Distribution Date to December 31, 2002

Cost

Normal maintenance of the system, including updates for changes in products and
or pricing, will be provided through the same arrangement as existed
pre-Spinoff.

Postage, envelopes, letter stock and other soft-costs (such as credit card fees
and other chargebacks) will be charged back to Imagistics at actual cost
incurred.

Approved Imagistics-requested system changes and testing will charged at a rate
of $150 per hour.

Included Services

Maintenance of the Order Entry System, including Cost of Sales and Billing.

Daily feed of order information to invoicing system and revenue tie-outs.

Feed to general ledger and all required reconciliations.

Limited systems changes will be provided at rates shown above. All systems
changes must be approved in advance by PBI, and tested by PBI prior to
implementation.

Fax supply line orders will not use the PBI Order entry system except when
customers use purchase power account to pay for purchase.

Schedule 1E-Page 1

Imagistics will make no changes to the PBI supply line order entry system,
except the daily maintenance of the Imagistics-related portions of the following
modules, which are sole responsibility of Imagistics:

o Products

o Contracts

o Cost of Sales/Accounting

o Product Routing

o Pricing

Note that each of the above modules are maintained by Imagistics in the period
prior to the spin-off.

Schedule 1E-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1F -- Customer Care

General

The PBI Customer Care Group will support Imagistics by providing incoming
service call receipt and service call dispatch. This service includes use of
both human and electronic (Integrated Voice Response, or IVR) call receipt.

Duration

This agreement will terminated concurrently with the termination of the Field
Service agreement.

If a long-term arm's length Field Service agreement is negotiated, this Customer
Care agreement will be deemed to be cancelled concurrently with the termination
of the transitional services agreement for Field Service, and a subsequent
agreement covering the services provided by the Customer Care Group would need
to be agreed to by both parties.

Cost

$158,100 per month based on an annual non-IVR call volume of 900,000 to
1,000,000 Imagistics calls per year.

On or around August 1, 2002, an annual reconciliation of non-IVR calls will be
completed by the Customer Care Group. All billing adjustments as a result of
this reconciliation will be made in the next monthly xxxx following the
reconciliation. The reconciliation will be based on the following methodology:

Annual Call Range (Credit)/Charge to Imagistics
----------------- -----------------------------
Below 840,000 $(50,000) for every 30,000 calls under 900K
840,000-869,999 $(100,000)
870,000-899,999 $(50,000)
900,000 - 1,000,000 No adjustment
1,000,001 - 1,030,000 $50,000
1,030,001 - 1,060,000 $100,000
Above 1,060,000 $50,000 for every 30,000 calls over 1 million

Subsequent reconciliations will be undertaken annually. If this agreement is
cancelled or expires in the middle of a year, a reconciliation will be completed
at time of cancellation based on monthly call volumes, using an equal monthly
pro-ration of the annual call volume target range of 900,000 to 1,000,000 calls.
Likewise, any incremental charges or credits will be pro-rated in equal monthly

Schedule 1F-Page 1

amounts based on the above ranges. For example, if this agreement were cancelled
after 5 months (or 5 months after the last reconciliation period), a target
range of 5/12s of the above Call Ranges and Charges would apply. Any adjustments
will be made in a separate xxxx following the reconciliation.

Included Services

Access to both customer service representatives and the integrated voice
response system (IVR) to accept inbound telephone calls requesting service calls
or service call information related to Imagistics products.

The representative will assess the nature of inbound calls and route calls to
field service representatives via the ACESS system.

Monthly reporting of call volumes will be provided to Imagistics at comparable
levels as existed prior to spin-off.

Only service-related calls are handled by the Customer Care group. All billing
issues are routed to Imagistics agents in Denver.

Upon receipt of completed call information, the agent will assess whether the
call is billable or covered by a service contract. The agent will then code the
order appropriately in the system.

PBI will provide disaster recovery services for the Melbourne fax diagnostic
center only. Disaster Recovery service will allow customer telephone calls to be
routed to PBI call centers. PBI agents will provide limited service to such
customers at best-efforts level, following previously agreed upon plans. If
additional expenses are incurred by PBI in support of this service, they will be
charged to Imagistics.

Excluded Services

Service does not include the provision disaster recovery service for Imagistics
call centers except as noted above.

Schedule 1F-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1G -- Safety and Environmental

General

PBI will furnish Imagistics with Safety and Environmental consulting support
during the transition period. These services cover the regulatory mandated
programs of EPA, OSHA, DOT and other employee safety, health, property
protection, energy management and environmental compliance initiatives.

PBI will accept no liability for any claims or damages related to any services
provided herein. Imagistics will save harmless PBI from any claims or damages
related to Safety or Environmental concerns.

Duration

The period commencing at the Distribution Date and concluding December 31, 2001.

Cost

$12,000 per month. This fee will cover reasonable personnel and travel expenses
related to on-going business requirements.

If extra-ordinary expenses are required due to unusual business situations, PBI
will advise Imagistics of the expected cost of services and Imagistics will not
unreasonably reject payment of those expenses.

Included Services

Service will include the provision of consulting and training support related to
the following areas:

o Industrial Hygiene Programs

o Environmental Compliance Audits

o Environmental Compliance Support

o Asset Recovery Operations

o Supply Chain Environmental Management (SCEM)

o Environmental Training

o Packaging Compliance

o Marketing Support

o Sales Support

o Property Assessments (EHS Focus)

o Environmental Metrics

Schedule 1G-Page 1

o Energy Management Services

o Vendor Audits

o Chemical Safety

o Safety Consulting

o Property Protection

o Air Permit Administration

o OSHA Record-keeping

o BLS Record-keeping/Reporting

o Field Safety Program

o Safety and Health Audits

o MSDS Program

o Office Ergonomics Program

o Contractor Safety/Customer Support

o Motor Vehicle Safety Program

o Asbestos Management

Limits of Liability

Schedule 1G-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1H -- Field Service Systems Support

General

PBI will furnish Imagistics with systems support related to call dispatch, parts
order, customer billing and service history for all US regions through the ACESS
system.

Duration

The period commencing at the Distribution Date and concluding December 31, 2002.

Cost

Support of the ACESS system and handhelds will be charged at a monthly rate of
$208,000 ($2.5 Mil annually).

At the termination of this agreement, all costs associated with migrating data
to a new system will be borne by Imagistics.

Included Services

For all Imagistics business, PBI will provide the following services:

o Ongoing support of the ACESS system.

o Access to the ACESS system by Imagistics staff.

o Daily batch feeds from ACESS to Imagistics billing system.

o Update and maintenance of hardware and software required for wireless
communication system (including handheld devices and AIM system).

o Logistics for repair and redistribution of wireless devices.

Schedule 1H-Page 1

PBI / Imagistics Transition Services Agreement

Schedule 1J -- Non-Focus Area Field Service

General

PBI will furnish Imagistics with maintenance service to Imagistics products in
areas that were serviced on June 1, 2001 by global mailing systems
representatives (the "Non-Focus Areas").

Duration

The period commencing at the Distribution Date and concluding December 31, 2002.

This agreement can be cancelled with 90 days written notice by either party.

This agreement may be renewed annually for a one-year period if specific terms
including cost can be agreed between both parties.

Cost

$492,000 per month based on a target service population of 6,200 copiers and
13,000 faxes. Volumes will be re-evaluated quarterly. A machine is included in
the service volume if it is a rental or has a valid EMA or has had service work
conducted upon it within the past twelve months.

Pricing will remain consistent if volume remains within 5% of the target volume.
Pricing will be modified on a quarterly basis if volume changes by more than 5%
from the target volume. Revised pricing will be based on a mutually agreed
formula that takes into account changes in volume and model mix.

All initial costs associated with training of new and existing service
technicians on product updates or new products will be borne by Imagistics.

All costs associated with supply of parts to field service representatives for
repairs on Imagistics products will be borne by Imagistics.

Included Services

For the specific territories described below, customer service of specific
products (listed below), including:

o Preventative, remedial and emergency customer service.

o Installation of new products.

Schedule 1J-Page 1

o Preparation and reinstallation of relocated products (excluding actual
transport of products which will be charged directly to Imagistics).

o Customer training and/or consulting.

o Specific operating procedures have been mutually agreed upon and are
on file with PBI. These operating procedures may be changed upon
mutual consent of both parties.

Included Territories

o The included territories are identified in a list previously provided
and agreed by Imagistics, which is maintained on file by PBI. Changes
to the list of included territories will be allowed if the changes are
mutually agreed to by Imagistics and PBI.

Specific Products Covered

o Facsimile/Multifunction devices -- products whose primary function is
the transmission and receipt of scanned images. May also have scan and
store, printing or copying functions as secondary options. May connect
to a PC as a standalone print device.

o Analog Copier/Unconnected Digital Copiers -- products whose primary
function is the reproduction of scanned images locally, not connected
to a LAN or WAN. May have built-in facsimile functions as a secondary
function. May connect to a PC as a standalone print device.

o Digital Connected Copiers -- products whose primary function is the
reproduction of scanned images, which are connected to a LAN or WAN
via an external print services device or an embedded printer
controller. PBI will service the copier/print device only. Imagistics
will install and service networking options/software at its own
expense.

o Color Copiers (connected and unconnected) -- products whose primary
function is the reproduction of scanned images in a CMYK (Color)
environment, locally or connected to a LAN or WAN. PBI is not required
to service color copiers in any locations.

Services provided by Imagistics

For the products listed above and for mutually agreed to approved new products,
Imagistics is obligated to provide initial technician training to all PBI
service technicians working in the Included Territories. The level of training
will be equivalent to that provided to Imagistics service technicians.
Imagistics will train a PBI rep at no cost to PBI, within 30 days, if a machine
is moved into a non-focus area by a major or national account.

Schedule 1J-Page 2

Technical product changes: Timing of training to the PBI service techs will be
reasonably concurrent with training of Imagistics, with both parties making
best-efforts to make themselves available for such training.

New technician training: New technicians will be trained at regularly scheduled
Imagistics training courses.

Imagistics will offer free technical training to all PBI reps at regularly
scheduled Imagistics training courses if space is available.

All costs associated with initial training for new territories/equipment, not
previously trained will be borne by Imagistics (including travel-related costs
and all costs related to training materials and facilities, but excluding any
charges from PBI techs for time spent in training). Where additional training is
required due to unsatisfactory performance by a previously trained PBI rep, all
costs associated with this training will be borne by PBI. Where additional
training is required due to turnover of PBI reps (defined as any rep with less
than 2 years experience with PBI), all travel costs associated with this
training will be borne by PBI.

Technical telephone support of specified products will be provided in timely
fashion by Imagistics and at no cost to PBI. Imagistics technical support may
facilitate local Imagistics support at no cost to PBI if the technical support
hotline fails to lend the support to properly repair the product.

Imagistics will provide parts to PBI service technicians in the specified
regions according to the terms of the Service Parts Logistics Schedule at no
cost to PBI.

Service Standards Definitions

Response time - the amount of time elapsed from customer call to arrival of rep
at customer location.

Average Uptime percentage - the average of the Uptime Percentages calculated for
each month in a rolling 3-month period. Monthly Uptime Percentages is calculated
as follows:

Uptime Percentage = Hours of Operation - Equipment Downtime
---------------------------------------
Hours of Operation

"Hours of Operation" means the hours of operation of a unit of Equipment, during
the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, for each week of
each calendar month.

"Equipment Downtime" means the Equipment is not functioning in substantial
compliance with its specifications, begins (during the Hours of Operation) from
the time the Customer speaks to an authorized Pitney Xxxxx Service

Schedule 1J-Page 3

Representative about the malfunction to the Equipment, and does not include time
when the Equipment is inoperable due to: (i) scheduled preventative maintenance
and inspections; (ii) damage by misuse, malintent, casualty, or force majeure
events; (iii) failure of Customer to perform, or cause to be performed, adequate
preventative maintenance and inspections, including, without limitation proper
cleaning, handling and servicing of the Equipment; (iv) use of damaged,
improper, or non-Imagistics approved materials and supplies in the Equipment;
(v) changes in incoming power beyond published specifications; (vi) maintenance
or repairs required as a result of the Equipment being used in excess of the
Hours of Operation; (vii) maintenance provided by parties other than Pitney
Xxxxx; (viii) failure of a non-standard part; (ix) malfunction of equipment or
software provided by Customer or third parties which interfaces with the
Equipment; (x) the use of the Equipment for training exercises; (xi) failure of
Customer to provide suitable temperature, humidity, line voltage, or any
specified environmental conditions; and (xii) the Equipment not being used in
accordance with the agreed applications and for the ordinary purpose for which
it is designed and intended.

Zone 1 -- 0-35 Miles from a PBI District Office.
Zone 2 -- 35.1-75 Miles from a PBI District Office.
Zone 3 -- 75.1-100 Miles from a PBI District Office.
Zone 4 -- 100.1+ Miles from a PBI District Office.

Service Standards

Response Time

Zone 1,2 -- Average 4 hours
Zone 3 -- Average 5.5 hours
Zone 4 -- Average 7 hours

Uptime

Zone 1,2 -- Average 98%
Zone 3 -- Average 96%
Zone 4 -- Average 94%

Schedule 1J-Page 4

PBI / Imagistics Transition Services Agreement

Schedule 1K -- Telecom Expenses in Shared Locations

General

Imagistics will continue to use the PBI telephone systems specified shared
locations. This will include local and long distance service for the Imagistics
employees in the specified locations.

Duration

Distribution Date to the termination or expiry of shared lease locations.

PBI may at its sole discretion, require Imagistics to acquire at Imagistics'
expense their own telephone switches for any of the specified locations with 90
days written notice. Such an action will terminate the specific allocation
related to the impacted location, but will not cause the cancellation of the
agreement as relates to the other specified locations.

Cost

Actual monthly local and long distance charges in the specified shared locations
will be allocated to Imagistics based on the proportion of the Imagistics rented
space as a percentage of the total square footage of the location.

In addition, Imagistics will be charged a proportionate amount of depreciation
(based on PBI's standard accounting practice for depreciation) of all shared
switches based on the above allocation methodology.

Charges will be billed monthly in arrears at cost incurred. Average Imagistics
historic monthly charges have been approximately $18-$20,000 per month.

Included Services

Local and Long Distance Service.

Specified Office Locations

The included office locations are identified in a list previously provided and
agreed by Imagistics, which is maintained on file by PBI. This list will be
reviewed on a quarterly basis by both parties and modified to adjust for any
changes in switches in the shared locations.

Schedule 1K-Page 1

PBI / Imagistics Transition Services Agreement

Schedule 1L -- Mailroom Services

General

Imagistics will continue to receive the same services from the PBMS mailroom as
were provided prior to the spin-off. The services will include the sorting and
delivery of inbound mail as well as the printing and mailing of outbound mail
for Imagistics locations in Connecticut.

Duration

Agreement will terminate on December 31, 2002 or upon termination of the IT
Services agreement between TechCentral and Imagistics (whichever is sooner).

Printing of Imagistics payroll checks will be provided between August 2001 and
December 2001.

Cost

Sorting and physical handling of mail will be provided for a flat rate of
$10,127 per month.

Payroll checks printing will be charged at $1,000 per month and is incremental
to the base charge.

Postage will be billed at actual cost, one month in arrears and is additional to
the base charge.

Overtime charges will be pre-approved by Imagistics and included as required to
support unusual print requests.

All business forms and stationary used in the mailroom are provided by PBMS
Document Services Group at additional charge to Imagistics.

Included Services

Incoming Imagistics mail to the Stamford hub will be sorted and couriered to the
appropriate Imagistics mail drop locations.

Imagistics invoices will be laser printed onto preprinted stock provided by
Document Services Group (at additional cost to Imagistics per Schedule 1N),
inserted and mailed to customers.

Schedule 1L-Page 1

Printing of Imagistics payroll checks will be laser printed onto preprinted
check-stock also provided by Document Services Group (at additional cost to
Imagistics per Schedule 1N), inserted and mailed as applicable.

Schedule 1L-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1M -- Import and Customs Compliance

General

PBI will provide Imagistics with all import, customs compliance, international
transportation and post entry audit advisory services for all copier and
facsimile imports.

Duration

Agreement will terminate on December 31, 2001.

Cost

$10,000 per month (excluding cost of third-party service providers for
international transportation, customs brokerage fees, customs duties, legal and
classification services)

Included Services

PBI will provide:

o assistance with hiring and training of import personnel for Imagistics
(not including any out-of-pocket expenses)

o guidance/assistance with establishing Imagistics import operations
including SOPs (standard operating procedure for import brokerage and
international transportation)

o day-to-day import customer service and problem resolution concerning
freight movement and communication through the appointed Customs
Broker.

o coding and transmission of all Imagistics import related freight
invoices to CTSI & related monthly reports

o general guidance and assistance with payment of customs duties through
ACH (Automated Clearing House) and preparation of monthly journal
vouchers

o consultation and guidance concerning the resolution of customs
compliance issues

o consultation and guidance concerning the resolution of international
transportation and customs brokerage service related issues

o post-entry audit function & maintenance of Imagistics classification
database (as required)

o coordination of "in-house import compliance seminars" (as required)

Schedule 1M-Page 1

o recordkeeping of all Imagistics imports from pre-spin and transition
period for 5 years and related services (data entry and insurance)

o shipping and documentation instructions to new vendors (as required)

o updated invoicing instruction (as required)

o ongoing customs regulations updates (as applicable)

o monthly international freight cost reports & comparisons

o monitoring implementation of new procedures (compliance improvement
plan) as required

o guidance and assistance with reporting of any tooling/assists on
Imagistics imports (as required)

Schedule 1M-Page 2

PBI / Imagistics Transition Services Agreement

Schedule 1N -- Document Services Group Services

General

PBMS Document Services Group (DSG) will provide Imagistics with conventional and
digital print production, warehousing, fulfillment and distribution services for
Imagistics document management needs.

Duration

Through December 31, 2001. This duration may be extended or modified if both
parties can agree mutually on terms and pricing (including changes to the
existing product/service range).

Cost

Cost will be dependant on services requested by Imagistics. Pricing to
Imagistics will be consistent with the established internal PBI pricing
structure, which is the same methodology as was used to charge Imagistics for
these services prior to the spin-off.

Any product/service requirement will be cost-estimated in advance by DSG to
facilitate ordering by Imagistics, however all costs will be billed according to
above methodology, regardless of whether this exceeds or is under the estimated
cost.

Upon cancellation or expiration of this agreement, all costs associated with
moving Imagistics document inventories will be borne by Imagistics.

Included Services

DSG will provide the following services related to Imagistics document
management needs:

o Graphics Design and Creative Services

o Business Cards and Stationary (letterhead and envelopes)

o Set-up, type-setting and printing

o Printing and assembly as required, including, but not limited to:

o Preprinted statements and envelopes for invoices

o Brochures and training materials

o Operating guides, parts lists and service manuals

o Assembly of kits, books, brochures etc.

o Warehousing, fulfillment and distribution of documents

Schedule 1N-Page 1

o Inventory owned by Imagistics

o Inventory and fulfillment (warehousing, pick, pack and ship)

Schedule 1N-Page 2

Schedule 2

Pitney Xxxxx

Imagistics International Inc.

Service Provisioning

and

Service Level

Agreement

TechCentral

SECTION 1. Introduction.

The purpose of this Service Level Agreement ("SLA") is to establish
measurable and mutually agreeable targets for service delivery to Imagistics
International Inc. ("Imagistics") by the Pitney Xxxxx TechCentral organization.
This SLA will act as a guide for establishing expectations for both parties for
the scope of services, the metrics associated with the services, as well as
tracking and reporting of the metrics.

Locations and Business Functions

The following locations and functions are considered to be part of
Imagistics:

Locations

o 000 Xxxxxxx Xxxxx, Xxxxxxxx XX

o 0000 Xxxx Xxxxxxx Xxx, Xxxxxx XX

o PepsiCola Drive, Melbourne FL

o Nationwide (BPC's, RDC's, Sales Offices)

Business Functions

o "Back Office" Support (GL, HR, Marketing, Product Development, etc)

o Customer Call Centers

o Sales Support

o Service

o FAX Diagnostics

o Regional Distribution Centers

Tech Central Contacts

Xxxxxx Xxxxxxx Xxx Xxxxxxxx
Xx. Technical Advisor Mgr., Service Level Management
Internal - 440-6401 Internal - 421-3785
External - (000) 000-0000 External - (000) 000-0000

Xxxxx Xxxxxxx Art Xxxxxxx
Director, End User Computing Director, Operations & Network Services
Internal - 436-4270 Internal - 421-3979
External - (000) 000-0000 External - (000) 000-0000

Xxxx Xxxxxx Xxxxxxx Xxxxxxxxxx
Vice President, Computer Service Vice President, Customer Support Services
Internal - 421-3673 Internal - 421-3686
External - (000) 000-0000 External - (000) 000-0000

Imagistics IT
Xxx Xxxxxx, CIO Xxxx Xxxxxx, Director Customer Support
Internal - 430-7431 Services
External - (000) 000-0000 Internal - 430- 7036
External - (000) 000-0000

SECTION 2. Scope of Service.

Scope of Service

TechCentral agrees to provide Imagistics with the services summarized below
for a period not to extend beyond December 31, 2002.

o Application maintenance support of all shared applications.

o Operational support services for all Imagistics and shared
applications hosted in Danbury including turnover, DBA services,
Scheduling, data recovery, printing, and mailing services.

o End user support through the Service Delivery Support Center ("SDSC")
to respond to system password resets, Lotus Notes server issues, and
network connectivity issues. The Imagistics IT team would handle all
other desktop related issues directly. SDSC will continue to support
Imagistics Designated Support Center to SDSC calls on services
provided by PBI that Imagistics will continue to use through
12/31/2002, for example: password resets on Mainframe applications.

o Maintenance and administration of the Lotus Notes server(s). No
support related to any future Notes based applications.

o Access to PBI voice network using service provided by PBI's carriers.

o Access to and availability of the PBI mainframe computers through
12/31/02.

o Call Center application support and technical services support for the
A/S 400 and dialer server environment on a best effort, time and
materials basis.

o TechCentral will provide voice and data consultative and resource
support to Imagistics and Xxxxxxx Xxxx through 12/31/01 to

Schedule 2-Page 2

facilitate relocations. Imagistics will manage Xxxxxxx Xxxx and
assigned data resource as well as maintain overall project
responsibility.

o Tech Central will provide telecom consultative support associated with
disaster recovery at any core Imagistics site until 12/31/01.

Exceptions

o Support of Wide Area Network ("WAN") services to all existing
Imagistics facilities on PBI's WAN through December 31, 2001. Within
Imagistics dedicated facilities, these services will be inclusive of
the network routers only.

After December 31, 2001, Imagistics will be responsible for providing
WAN services to their dedicated facilities and for any linkage to the
PBI WAN that is required. PBI will provide troubleshooting assistance
related to linkage between Imagistics and the PBI WAN as required to
restore service to optimal levels until such linkage is not required.
TechCentral will continue to provide WAN support to shared PBI /
Imagistics locations until final separation - through October 2006
based on the termination of the last shared lease. As shared facility
leases terminate or as facilities are relocated, Imagistics will
provide its own WAN services to these then dedicated facilities.

o TechCentral will not provide any programming support of Imagistics
dedicated applications except as follows:

- ManMan on best effort, maintenance only, time and materials basis

o TechCentral will not provide application development services related
to the implementation of any new ERP system by Imagistics with the
exception of:

o TechCentral will provide MQ Series support through the management
of external resources contracted by and billed directly to
Imagistics as necessary to redirect message traffic to alternate
clients.

o TechCentral will provide reasonable subject matter expertise for
shared applications in support of Imagistics data
conversion/interface efforts. These services and related charges
will be negotiated on a project basis.

Schedule 2-Page 3

o Continuation of consulting support of telephone systems to all
existing Imagistics facilities through December 31, 2001. Any new
Imagistics facilities after December 31, 2001 will be the
responsibility of Imagistics.

After December 31, 2001, Imagistics will be responsible for providing and
supporting all telephone systems and services to their dedicated facilities.
TechCentral will continue to provide support to shared PBI / Imagistics
locations until final separation - through October 2006 based on the termination
of the last shared lease. As shared facility leases terminate or as facilities
are relocated, Imagistics will provide its own WAN services to these then
dedicated facilities.

Imagistics Responsibilities

o Imagistics will acquire and implement their own Wide Area Network
(WAN) and network equipment for Imagistics dedicated facilities
by December 31, 2001. Any new or relocated Imagistics dedicated
facilities will be transitioned to the Imagistics WAN by December
31, 2001. Imagistics will also be responsible for the initial
setup cost plus the recurring cost of the circuits to connect the
PBI WAN to the Imagistics WAN.

o Imagistics will develop the capability (internal or external) to
design, implement and support all data and telephone network
systems and services for dedicated Imagistics locations by
December 31, 2001.

Any additional costs incurred by TechCentral above its baseline operating
expenses, to support unique technology platforms for Imagistics (e.g. ManMan)
will be borne in total, by Imagistics. Any increased licensing cost incurred as
a result of the spin off will be passed through to Imagistics

Schedule 2-Page 4

HELP DESK - SDSC Hours of Coverage
--------------------------------------------------------------------------------
Period Monday-Friday Saturday-Sunday Specifications
--------------------------------------------------------------------------------

Normal Business 6AM-1AM EST Saturday Standard Help Desk
Hours 8AM-4PM EST support via Help Desk
Sunday Support Analysts.
Pager Support

--------------------------------------------------------------------------------
After Hours 1AM-6AM EST 4PM-8AM EST Calls will be
transferred to a Help
Desk voice mailbox.
An "on call" Help Desk
Analyst will be paged.

--------------------------------------------------------------------------------
Holidays The SDSC will be closed
on the following
holidays:
New Years Day,
Memorial Day,
Independence Day,
Labor Day,
Thanksgiving, Day
after Thanksgiving,
and Christmas
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Service Description
--------------------------------------------------------------------------------
Service Description Specifications
--------------------------------------------------------------------------------
Xxxxx 0 Xxxxxxxxx Xxxxx 0 support for approved Password resets, Data
Support technologies and applications. Networks, Mainframe,
The Imagistics technical staff and Lotus Notes
will support desktop hardware, Support.
software, and servers.
--------------------------------------------------------------------------------
Level 2 Technical Problems that are beyond the Predefined escalation
Support training of Help Desk Analysts, lists will facilitate
less than 10 minutes to be the assignment of
resolved at Level 1, or are problems to the
undocumented will be assigned appropriate individual
to an appropriate Xxxxx 0 or group.
Technical Support Specialist.
--------------------------------------------------------------------------------
Level 3 Technical Problems that are beyond the Predefined escalation
Support training of Level 2 Technical lists the assignment
will facilitate Support Specialists, or are of problems to the
undocumented will be assigned appropriate individual
to an appropriate Xxxxx 0 or group.
Technical Support Specialist.
--------------------------------------------------------------------------------
Sr. Management Sr. management within Help Desk Analysts
Escalation TechCentral will be notified during or after normal
when Urgent (Catastrophic) business hours will
problems have been opened. IT notify senior
Management will also be management via phone
notified when problems have not or pager.
been closed and are approaching
their agreed upon Resolution
Time.
--------------------------------------------------------------------------------

Schedule 2-Page 5

----------------------------------------------------------------------------------------------
Help Desk Outage Resolution Targets
----------------------------------------------------------------------------------------------
Severity Code Customer Impact Response to Resolution Escalation
Customer* Time
----------------------------------------------------------------------------------------------

Severity 1 Core Business Updates every 30 <2 Hours Notify applicable
Urgent Process outage minutes. TechCentral and
(Catastrophic) designated Business
management within 10
minutes
----------------------------------------------------------------------------------------------
Severity 2 Subset of a Core Every 60 minutes <5 Hours Notify applicable
High Business Process TechCentral and
(Urgent) outage designated Business
management if not
resolved within 3 hours
----------------------------------------------------------------------------------------------
Severity 3 Single User Outage Daily <24 Hours Notify applicable
Medium TechCentral Management
(Important) if not resolved within
21 hours
----------------------------------------------------------------------------------------------

Appropriate IVR messages will also be employed.

--------------------------------------------------------------------------------
Help Desk Call Handling Targets
--------------------------------------------------------------------------------
Performance Metric Target
--------------------------------------------------------------------------------
Calls Abandoned by Caller <8%
--------------------------------------------------------------------------------
Time before speaking with HD analyst <75 seconds - 90% of the time
--------------------------------------------------------------------------------
Severity 3 Tickets resolved in 24 hours 90% (100% within 3 days)
--------------------------------------------------------------------------------

Schedule 2-Page 6

System Availability
-------------------------------------------------------------------------------------------------
Service Description Hours of Availability
-------------------------------------------------------------------------------------------------

IMSPROD IMS transaction region hosted 07:00 - 23:00 Monday - Friday
on the IBM mainframe System A, 07:00 - 20:00 Saturday
not specific business No availability on Sunday.
applications. No availability on Holidays - Memorial
Day, July 4th, Labor Day, Christmas Day.
-------------------------------------------------------------------------------------------------
CICSFAXP The CICS transaction region 07:00 - 21:00 Monday - Friday
hosted on the IBM mainframe 07:00 - 20:00 Saturday
System C, not specific No availability on Sunday.
business applications. No availability on Holidays - Memorial
Day, July 4th, Labor Day, Christmas Day.
-------------------------------------------------------------------------------------------------
AS/400 Denver Application and Technical 07:00 - 21:30 (EST) Monday - Friday.
Services support on a best No availability on Saturday or Sunday.
effort basis
-------------------------------------------------------------------------------------------------
Digital Equipment The DEC system supports the 07:00 - 23:00 Monday - Friday
Corp. Manman application. The 07:00 - 20:00 Saturday
support for the application No availability on Sunday
and hardware is "best effort",
maintenance only.
-------------------------------------------------------------------------------------------------
Tandem - AIM1/AIM2 Tandem hardware functioning as 07:00 - 23:00
Monday - Friday front-end processor converting x25 to
SNA, supporting the No availability on Saturday or
Sunday. ACESS application.
-------------------------------------------------------------------------------------------------
Voice Communication Availability of PBX's the 24 hours a day/7
days a week voice network (AT&T), network PBI Voice
Technology provides consultant routing and voice mail.
level services.
-------------------------------------------------------------------------------------------------
Data Communication Manage and support routers and 24 hours a day/7 days a week.
circuits for all Imagistics
locations.
-------------------------------------------------------------------------------------------------
E-mail Lotus Notes Mail services over 24 hours a day/7 days a week
the Pitney Xxxxx network, the
Imagistics network, or the
internet through 12/31/02.
(PBI Notes domain)
-------------------------------------------------------------------------------------------------
MQ Series Support of all current message 24 hours a day/7 days a week
queues serving Imagistics
applications. Configuration of
additional MQ clients and
redirection of existing Queues
on a chargeable project basis.
-------------------------------------------------------------------------------------------------

Schedule 2-Page 7

---------------------------------------------------------
System Availability Metrics
---------------------------------------------------------
Service Prime Shift
(7am - 11pm EST)
System Availability
---------------------------------------------------------
IMSPROD 99.7%
CICSFAXP 99.7%
AS/400 - Denver Best Effort
Digital Equipment Corp. 99.7%
Tandem AIM1/AIM2 99.7%
Voice Communications 99.7%
Data Communications 99.7%
PBI Notes Domain 99.7%

Schedule 2-Page 8

SECTION 3. Service Tracking and Reporting Procedures.

o Imagistics or Designated Imagistics Help Desk must call SDSC with all
service requests and open up a trouble ticket to be logged into the
TechCentral SDSC tracking system (REMEDY). The call record is completed by
the SDSC and forwarded to the appropriate support team for resolution. The
SDSC is responsible to ensure timely closure of supported technologies as
outlined in Service Description (page 7). Any service requests not recorded
by the SDSC tracking system cannot be governed by this SLA.

o Monthly Service Level Compliance Reports will be distributed to Imagistics.
Reports will be available by the 15th business day of the month following
the reporting period. The Monthly Service Level Compliance Report shall
consist of:

o High Level Availability Metrics - The report describes the failing
component that caused the outages, the SLA target %, the SLA
Attainment %, and the Outage Hours.

o High Level Outage Explanation - A detailed explanation of what
happened, what we did to correct or circumvent the problem, and what
we are doing to prevent its reoccurrence.

o Year-to-date Availability Charts - Charts depicting the current and
previous 11-month attainment percentages for all components tracked
for availability.

o Help Desk (SDSC) Call & Ticket Metrics - Current and year-to-date
charts indicating attainment percentages for all Help Desk SLA's

Schedule 2-Page 9

SECTION 4. Responsibilities.

Imagistics Customer Calling the SDSC

o Provide name, department and location.

o Provide your unique identifier (desktop-ID, user-ID, device information,
etc.)

o Provide as clear a description of the problem as possible.

o Provide individual to be contacted, if not the caller, then an alternate
with telephone number.

TechCentral SDSC

o Log all problems called in using the Remedy tracking system.

o Determine severity of problem

o Dispatch problem to appropriate Xxxxx 0 technical support group

o Keep customer up to date on status of outage

o Maintain support matrix at all times (identifying
Primary/Secondary/Tertiary support personnel assignments, phone, and pager
numbers for all systems supported).

o Ensure that SDSC personnel receive formal and informal technical training
for supported applications and technologies.

o Recommend additional preventative work (if any identified).

o Maintain and report actual performance against the targets in the SLA.

Imagistics IT Personnel

o Return service to the customer.

o Provide any support requested for Imagistics managed applications or
technical components.

o Identify and resolve cause of the outage for problems occurring within
Imagistics managed applications, Imagistics technical components, or areas
outside the scope of this agreement.

o Recommend additional preventative work (if any identified).

Schedule 2-Page 10

SECTION 5. Proposed Charges.

Computer Support Services

TechCentral's proposed 2001 charge to Imagistics for Computer Support Services
is approximately $2.8 million and includes all direct charges (e.g. ManMan),
mainframe computer utilization based on past utilization rates, and other
indirect expenses.

Customer Support Services

The proposed 2001 charge to Imagistics for Customer Support Services is $908,499
which covers internet access, limited SDSC support, data network utilization,
and Lotus Notes e-mail. This charge, which is consistent with last years rate,
is based on the number of users.

Voice Charges

Charges for Fairfield County voice network access and long distance usage billed
each month based on actual usage. The estimated charges for 2001 based on prior
years usage is $89,756. Additional charges for AT&T Global Network billed as
incurred.

Chargeback Summary

Application Support Services $ 0
Computer Support Services 2,790,223
Customer Support Services 908,499
Voice 89,756
-----------

Total 2001 Charges $3,788,478
===========

Future Charges

To be determined 12/01; not withstanding any increase in transaction volumes,
cost increases should not exceed 10% except in instances of unique platforms
where Imagistics will incur the total actual costs. In the event transaction
volumes and/or services requirements decrease, costs will be reduced
proportionately.

Schedule 2-Page 11

Document Metadata

Table of Contents

between Pitney Bowes Inc. and

Document Metadata