Exhibit 10.31
                           THIRD AMENDMENT AGREEMENT





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                                                                   EXHIBIT 10.31
                                                                   -------------
                            THIRD AMENDMENT AGREEMENT
                            -------------------------

         THIRD AMENDMENT AGREEMENT (this "AGREEMENT") dated as of March 5, 2003
by and among (1) Imagistics International Inc. (the "BORROWER"), (2) Fleet
Capital Corporation ("FLEET"), and the other financial institutions party to the
Credit Agreement (as defined below) as lenders (collectively, the "LENDERS" and
individually, a "LENDER") and (3) Fleet, 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 and that certain Second Amendment Agreement
dated as of July 19, 2002 (as amended, the "CREDIT AGREEMENT").


                              W I T N E S S E T H:



         WHEREAS, the Borrower has requested that the Lenders amend certain
terms and conditions of the Credit Agreement on the terms and conditions set
forth herein; and

         WHEREAS, the parties hereto have agreed to amend certain provisions of
the Credit Agreement.

         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 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.

         4.    CONDITIONS PRECEDENT. The effectiveness of the amendments
contemplated hereby shall be subject to the satisfaction on or before the date
hereof of each of the following conditions precedent:


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                 (a) Representations and Warranties. All of the representations
         and warranties made by the Borrower herein, whether directly or
         incorporated by reference, shall be true and correct on the date hereof
         except as provided in ss.3 hereof.


                 (b) Performance; No Event of Default. The Borrower shall have
         performed and complied in all respects with all terms and conditions
         herein required to be performed or complied with by it prior to or at
         the time hereof, and there shall exist no Default or Event of Default.


                 (c) Corporate Action. All requisite corporate action necessary
         for the valid execution, delivery and performance by the Borrower of
         this Agreement and all other instruments and documents delivered by the
         Borrower in connection therewith shall have been duly and effectively
         taken.


                 (d) Delivery. The parties hereto shall have executed this
         Agreement and delivered this Agreement to the Agent.


5.       AMENDMENTS TO THE CREDIT AGREEMENT.
         ----------------------------------

         5.1   AMENDMENTS TO SECTION 1.01.

         (a)   The following definition appearing in Section 1.01 of the Credit
         Agreement is hereby amended in its entirety to read as follows:

                       "Permitted Repurchase Amount" shall mean an amount equal
               to the sum of (a) $78,000,000, plus (b) the amount of net cash
               proceeds actually received by the Borrower from the issuance
               and/or resale by the Borrower of up to 1,000,000 shares of its
               common stock Equity Interests to its employees pursuant to the
               Borrower's employee stock purchase plan.

         (b)   The following new definition is hereby added to Section 1.01 of
         the Credit Agreement in its proper alphabetical order to read as
         follows:

                       "Borrowing Base Availability" shall mean, as at any date,
               an amount equal to the result of (a) the Borrowing Base, minus
               (b) the sum of (i) the aggregate amount of Revolving Loans then
               outstanding, plus (ii) the aggregate amount of Swing Loans then
               outstanding, plus (iii) the Dollar Equivalent of the aggregate
               L/C Liabilities then outstanding, less (iv) the amount of any L/C
               cover that shall have been provided pursuant to Section 2.10(d)
               and not yet returned.


  5.2    AMENDMENT TO SECTION 9.01.  Subsection 9.01(j) of the Credit Agreement
is hereby amended in its entirety to read as follows:


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        (j)    BORROWING BASE CERTIFICATE. As soon as available and in any event
               within 30 days after the end of each quarterly fiscal period
               (ending on the last day of each calendar quarter) beginning with
               the quarterly period ending March 31, 2003, a Borrowing Base
               Certificate as of the last day of such accounting period;
               provided, that if the most recent Borrowing Base Certificate
               provided by the Borrower evidences Borrowing Base Availability
               equal to or less than $50,000,000, thereafter Borrower shall be
               required to deliver a Borrowing Base Certificate as soon as
               available and in any event within 30 days after the end of each
               monthly accounting period (ending on the last day of each
               calendar month); provided, further, that if Borrower fails to
               deliver any such Borrowing Base Certificate when due, then the
               Borrowing Base shall be deemed to be $0 (provided, however, that
               no prepayment shall be required pursuant to Section 2.10(c)
               solely by reason of such deemed reduction) until such time as
               Borrower shall deliver such required Borrowing Base Certificate;
               Borrower shall notify Administrative Agent promptly upon becoming
               aware of any event or condition that could reasonably be expected
               to have a material adverse effect on the Borrowing Base;

               5.3  AMENDMENT TO SECTION 9.11(b).  Subsection 9.11(b) of the
         Credit Agreement is hereby amended in its entirety to read as follows:

                   (b) Minimum Consolidated EBITDA. Consolidated EBITDA
shall not for the previous four consecutive fiscal quarters most recently ended
as of any Test Date occurring on or after December 31, 2002 be less than
$100,000,000.

               5.4  AMENDMENT TO SECTION 9.11(c). Subsection 9.11(c) of the
Credit Agreement is hereby amended in its entirety to read as follows:


                (c)      Limitation on Capital Expenditures. No Company shall,
                         directly or indirectly, permit the aggregate amount of
                         all Capital Expenditures made by the Companies during
                         any period of four consecutive fiscal quarters most
                         recently ended as of any Test Date occurring on or
                         after December 31, 2002 to exceed 85% of Consolidated
                         EBITDA for such period.

6.       MISCELLANEOUS PROVISIONS.

                (a) Except as otherwise expressly provided by this Agreement,
all of the respective terms, conditions and provisions of the Credit Agreement,
the Notes and the other Credit Documents shall remain the same. The Credit
Agreement, the Notes and the other Credit Documents, each as amended hereby,
shall continue in full force and effect, and that this Agreement and the Credit
Agreement shall be read and construed as one instrument.

                (b) This Agreement is intended to take effect under, and shall
be construed according to and governed by, the laws of the State of New York.

                (c) This Agreement may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Agreement it shall not be necessary to
produce or account for more than one counterpart signed by each party


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hereto by and against which enforcement hereof is sought. A facsimile of an
executed counterpart shall have the same effect as the original executed
counterpart.

         [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]


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         IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed in its name and behalf by its duly authorized officer
as of the date first written above.

                            IMAGISTICS INTERNATIONAL INC.


                            By:   /s/ Joseph  Skrzypczak
                                  ----------------------
                                  Joseph D. Skrzypczak
                                  Its:  Chief Financial Officer


                            FLEET CAPITAL CORPORATION,
                             as Administrative Agent and as a Lender


                            By:  /s/ Edgar Ezerins
                                 -----------------
                                 Edgar Ezerins
                                 Its: Vice President


                            MERRILL LYNCH CAPITAL CORPORATION,
                             as a Lender


                            By:  /s/ Michael E. O'Brien
                                 ----------------------
                                 Michael E. O'Brien
                                 Its: Vice President


                            NATEXIS BANQUE POPULAIRES
                             as a Lender


                            By:   /s/ William J. Burke
                                  --------------------
                                  William J. Burke
                                  Its:  Vice President

                            By:  /s/ Michael J. Storms
                                 ---------------------
                                 Michael J. Storms
                                 Its:  Associate



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                            JPMORGAN CHASE BANK,
                             as a Lender


                            By:  /s/ Valerie Schanzer
                                 --------------------
                                 Valerie Schanzer
                                 Its:  Vice President


                            THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                             as a Lender


                            By:____________________________

                                 Its:


                            IBM CREDIT CORPORATION,
                              as a Lender


                            By:____________________________

                                 Its:


                            PEOPLE'S BANK,
                             as a Lender


                            By: /s/ David K. Sherrill
                                ---------------------
                                David K. Sherrill
                                Its:  Vice President


                            BANK LEUMI, USA,
                            as a Lender


                            By: /s/ Paul Tine
                                -------------
                                Paul Tine
                                Its: Vice President


                            By: /s/ Glenn Kreutzer
                                ------------------
                                Glenn Kreutzer
                                Its: Banking Officer


                  [Signature page to Third Amendment Agreement]
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                            GENERAL ELECTRIC CAPITAL CORPORATION,
                            as a Lender


                            By:____________________________

                                  Its:


                            U.S. BANK NATIONAL ASSOCIATION,
                            as a Lender


                            By: /s/ Joseph Howard
                                -----------------
                                Joseph Howard
                                Its:  Vice President


                            CITIZENS BANK OF MASSACHUSETTS,
                            as a Lender


                            By: /s/ Cindy Chen
                                --------------
                                Cindy Chen
                                Its:  Vice President


                            TORONTO DOMINION (NEW YORK), INC.,
                            as a Lender


                            By:____________________________

                                 Its:


                            STANWICH LOAN FUNDING LLC,
                            as a Lender


                            By:____________________________

                                 Its:


                      [Signature page to Third Amendment Agreement]
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                            FRANKLIN FLOATING RATE TRUST,
                            as a Lender

                            By:____________________________

                                 Its:


                            FRANKLIN FLOATING RATE MASTER SERIES,
                            as a Lender

                            By:____________________________

                                 Its:


                            FRANKLIN CLO I, LIMITED,
                            as a Lender

                            By:____________________________

                                 Its:


                            FRANKLIN CLO II, LIMITED,
                            as a Lender

                            By:____________________________

                                 Its:


                            FRANKLIN CLO III, LIMITED,
                            as a Lender

                            By:____________________________

                                 Its:


                            FRANKLIN FLOATING RATE DAILY ACCESS FUND,
                            as a Lender

                            By:____________________________

                                 Its:


                  [Signature page to Third Amendment Agreement]

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                            NEW YORK LIFE INSURANCE COMPANY,
                            as a Lender


                            By:____________________________

                                 Its:


                            NEW YORK LIFE INSURANCE AND ANNUITY
                            CORPORATION
                            as a Lender

                            By: New York Life Investment Management, LLC, its
                            Investment Manager


                            By:____________________________

                                 Its:


                            ELF FUNDING TRUST III,
                            as a Lender

                            By: New York Life Investment Management, LLC as
                            attorney-in-fact


                            By:____________________________

                                 Its:


                           CALIFORNIA PUBLIC EMPLOYEES RETIREMENT
                           SYSTEM,
                           as a Lender

                           By: Highland Capital Management, L.P., as Authorized
                           Representatives of the Board


                           By:____________________________

                                Its:


                  [Signature page to Third Amendment Agreement]

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                            RESTORATION FUNDING CLO, LTD.,
                            as a Lender

                            By: Highland Capital Management, L.P., as Collateral
                            Manager


                            By:____________________________

                                 Its:


                            EMERALD ORCHARD LIMITED,
                            as a Lender

                            By:____________________________

                                 Its:


                            SRV-HIGHLAND, INC.,
                            as a Lender

                            By:____________________________

                                 Its:












                  [Signature page to Third Amendment Agreement]