EIGHTH AMENDMENT AGREEMENT

Exhibit 10.1

EIGHTH AMENDMENT AGREEMENT

     EIGHTH AMENDMENT AGREEMENT (this “Agreement”) dated as of October 17, 2005 by and among (1) Imagistics International Inc. (the “Borrower”), (2) Bank of America, N.A. (as successor to Fleet Capital Corporation) (together with its successors and assigns, “Bank of America”), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”) and (3) Bank of America, as administrative agent (the “Administrative Agent”) for the Lenders with respect to a certain Credit Agreement dated as of November 9, 2001 by and among the Borrower, the Lenders and the Administrative Agent, as amended by that certain First Amendment Agreement dated as of March 19, 2002, that certain Second Amendment Agreement dated as of July 19, 2002, that certain Third Amendment Agreement dated as of March 5, 2003, that certain Fourth Amendment Agreement dated as of May 16, 2003, that certain Fifth Amendment Agreement dated as of May 7, 2004, that certain Sixth Amendment Agreement dated as of June 1, 2004 and that certain Seventh Amendment Agreement dated as of June 15, 2005 (as amended, the “Credit Agreement”).

W I T N E S S E T H:

     WHEREAS, the Borrower has requested that the Lenders (a) amend certain terms and provisions of the Credit Agreement and (b) waive an Event of Default which exists or which is anticipated to occur under the Credit Agreement for a limited period of time, in each case on the terms and conditions set forth herein; and

     WHEREAS, the parties hereto have agreed to so amend such terms and provisions of the Credit Agreement and the Lenders have agreed to waive such Event of Default for a limited period of time, in each case on the terms and conditions set forth herein.

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

     §1. Definitions. Capitalized terms used herein without definition that are defined in the Credit Agreement (after giving effect to the amendments thereof set forth herein) shall have the same meanings herein as therein.

     §2. Ratification of Existing Agreements. All of the Borrower’s obligations and liabilities to the Creditors as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Credit Documents, are, by the Borrower’s execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrower’s execution of this Agreement, the Borrower represents and warrants that it does not have any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

     §3. Representations and Warranties. The Borrower hereby represents and warrants to the Creditors that, except for the Specified Default (which is the subject of the Limited Waiver set forth herein), all of the representations and warranties made by the Borrower in the Credit Agreement, the Notes and the other Credit Documents are true in all material respects on the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate expressly to an earlier date.