EXHIBIT 10.35

                            FIFTH AMENDMENT AGREEMENT

      FIFTH AMENDMENT AGREEMENT (this "Agreement") dated as of May 7, 2004 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, that certain Second Amendment Agreement
dated as of July 19, 2002, that certain Third Amendment Agreement dated as of
March 5, 2003 and that certain Fourth Amendment Agreement dated as of May 16,
2003 (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:

      ss.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.

      ss.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.

      ss.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.

      ss.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:

            (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.


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            (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 Borrower and the Majority Lenders shall have
      executed this Agreement and delivered this Agreement to the Administrative
      Agent.

      ss.5. Amendments to the Credit Agreement.

            5.1 Amendments to Definitions in Section 1.01.

            (a) The definition of "Permitted Repurchase Amount" 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) $108,000,000, 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 definition of "BPC" appearing in Section 1.01 of the Credit
      Agreement is hereby amended in its entirety to read as follows:

                  "BPC" shall mean a retail or other business product center
            owned or controlled by any Obligor or any Subsidiary of any Obligor,
            but only for so long as the components that would constitute the BPC
            Borrowing Base of such retail or business product center are not
            included in the Enterprise Resource Planning System of Borrower
            described to the Lenders before the Effective Date.

            5.2 Amendments to Section 1.01.

            (a) The following new definitions are hereby added to Section 1.01
      of the Credit Agreement in their proper alphabetical order to read as
      follows:

                  "Borrowing Base Audit Condition" shall mean, as of any date of
            determination, that (i) the Borrower has the ability to borrow not
            less than $50,000,000 on such date in the form of Revolving Loans
            pursuant to this Agreement and (ii) the Fixed Charge Ratio is not
            less than 2.0 to 1.0 as of the then most recently ended fiscal
            quarter of the Borrower.

                  "Consolidated Total Debt Service" shall mean with respect to
            the Borrower and its Subsidiaries and for any period, the sum,
            without duplication, of (i) Consolidated Total Interest Expense for
            such period plus (ii) any and all


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            scheduled repayments of principal during such period in respect of
            Indebtedness that becomes due and payable or that are to become due
            and payable during such period pursuant to any agreement or
            instrument to which the Borrower or any of its Subsidiaries is a
            party relating to (a) the borrowing of money or the obtaining of
            credit, including the issuance of notes or bonds, (b) the deferred
            purchase price of assets (other than trade payables incurred in the
            ordinary course of business), (iii) any synthetic leases or any
            Capital Leases, (iv) any reimbursement obligations in respect of
            letters of credit or bankers acceptances due and payable during such
            period, and (v) Indebtedness of the type referred to above of
            another Person guaranteed by the Borrower or any of its
            Subsidiaries, but excluding, in each case, any such obligations due
            or owing from the Borrower or any Subsidiary to the Borrower or any
            Wholly Owned Subsidiary. Demand obligations shall be deemed to be
            due and payable during any fiscal period during which such
            obligations are outstanding.

                  "Consolidated Total Interest Expense" shall mean, for any
            period, the aggregate amount of interest required to be paid or
            accrued by the Borrower and its Subsidiaries during such period on
            all Indebtedness of the Borrower and its Subsidiaries outstanding
            during all or any part of such period, whether such interest was or
            is required to be reflected as an item of expense or capitalized,
            including payments consisting of interest in respect of any Capital
            Lease or any synthetic lease, and including commitment fees, agency
            fees, facility fees, balance deficiency fees and similar fees or
            expenses in connection with the borrowing of money, but excluding
            the reclassification of accumulated other comprehensive loss into
            interest expense in connection with the disposition of interest rate
            swap agreements during the fiscal quarter ending September 30, 2003
            in an amount not to exceed $2,800,000.

                  "Fixed Charge Ratio" shall mean, as of the end of any fiscal
            quarter of the Borrower, the ratio of (i) the result of (a)
            Consolidated EBITDA for the period of four consecutive fiscal
            quarters ending on such date, minus (b) Capital Expenditures made by
            the Borrower and its Subsidiaries during such period, minus (c)
            income tax expense of the Borrower and its Subsidiaries for such
            period, to (ii) Consolidated Total Debt Service for such period.

            5.3 Amendment to Section 9.01. Subsection 9.01(i) of the Credit
      Agreement is hereby amended in its entirety to read as follows:

                  (i) Borrowing Base Audits. (1) At any one time at the
            discretion of the Administrative Agent and (2) at any time at the
            request of Administrative Agent if an Event of Default has occurred
            and is continuing, a report, the scope and cost of which shall be
            reasonably acceptable to the Lenders and Borrower (the reasonable
            cost and expense of which shall be for the sole account of
            Borrower), of an independent collateral auditor (which may be, or be
            affiliated with, one of the Lenders) with respect to the Accounts,
            Inventory and Rental Assets included in the Borrowing Base as at the
            end of a monthly accounting period; provided, that if the Borrowing
            Base Audit Condition is not satisfied at any time, then at all times
            thereafter, even if the Borrowing Base Audit Condition


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            is thereafter satisfied, the Borrower must provide a report during
            each 12 month period after the date that the report under clause (1)
            is delivered to the Administrative Agent, each of which reports must
            be provided at such time as may be requested by the Administrative
            Agent (or, if not sooner requested, in any event prior to the last
            day of each such 12 month period ending after the first date on
            which the Borrowing Base Audit Condition was not satisfied);

            5.4 Amendment to Section 9.06. Subsection 9.06(h)(viii) of the
      Credit Agreement is hereby amended in its entirety to read as follows:

                  (viii) the Acquisition Consideration for such Acquisition
            (other than any Acquisition Consideration consisting of Equity
            Interests (other than Disqualified Equity Interests) or proceeds
            from the issuance by Borrower of its Equity Interests (other than
            Disqualified Equity Interests)) (collectively, the "Equity
            Acquisition Consideration"), together with the aggregate amount of
            the Acquisition Consideration (other than Equity Acquisition
            Consideration) for all Acquisitions effected pursuant to this
            Section 9.06(h) since the Effective Date, shall not exceed
            $60,000,000; and

            ss.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
      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.


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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 D. Skrzypczak
                                              --------------------
                                              Joseph D. Skrzypczak
                                              Its Chief Financial Officer


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                                      FLEET CAPITAL CORPORATION,
                                        as Administrative Agent and as a Lender

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


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                                      MERRILL LYNCH CAPITAL CORPORATION,
                                      as a Lender

                                      By: /s/ Lawrence Temlock
                                              ----------------
                                              Lawrence Temlock
                                              Its: Vice President


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                                      JPMORGAN CHASE BANK,
                                        as a Lender

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


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                                      PEOPLE'S BANK,
                                        as a Lender

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


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                                      BANK LEUMI, USA,
                                      as a Lender

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

                                      By: /s/ Phyllis Rosenfeld
                                              -----------------
                                              Phyllis Rosenfeld
                                              Its: Vice President


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                                      U.S. BANK NATIONAL ASSOCIATION,
                                      as a Lender

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


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                                      CITIZENS BANK OF MASSACHUSETTS,
                                      as a Lender

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