EXHIBIT 10.30

                            FIRST AMENDMENT AGREEMENT




                                                                   EXHIBIT 10.30

                            FIRST AMENDMENT AGREEMENT

FIRST AMENDMENT AGREEMENT (this "Agreement") dated as of August 7, 2002 by and
between Imagistics International Inc. (the "Company") and Equiserve Trust
Company, N.A. (the "Rights Agent") with respect to a certain Rights Agreement
dated as of September 28, 2001 by and between the Pitney Bowes Office Systems,
Inc. and the Rights Agent.


                              W I T N E S S E T H:



         WHEREAS, the Company has changed its name from Pitney Bowes Office
Systems, Inc. to Imagistics International Inc. on October 12, 2001.

         WHEREAS, the parties hereto have agreed to amend certain terms of the
Rights Agreement.

         NOW, THEREFORE, the first paragraph of the Rights Agreement is hereby
amended to read as follows:

              WHEREAS, the Board of Directors of the Company has authorized and
              declared a dividend of one preferred stock purchase right (a
              "Right") for each share of Common Stock (as hereinafter defined)
              outstanding at the close of business on August 9, 2002 (the
              "Record Date") and has authorized the issuance, upon terms subject
              to the conditions hereinafter set forth, of one Right in respect
              of each share of Common Stock issued after the Record Date, each
              Right representing the right to purchase, upon terms and subject
              to the conditions hereinafter set forth, one one-hundredth of a
              share of Preferred Stock (as hereinafter defined);

          IN WITNESS WHEREOF, each of the parties hereto has 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/  Mark Flynn
                                        -----------------------------------
                                          Mark Flynn, Vice President,
                                          General Counsel and Secretary

                                    EQUISERVE TRUST COMPANY, N.A.

                                    By:   /s/ Tom Ferrari
                                        -----------------------------------
                                          Tom Ferrari, Senior Managing Director