Exhibit 10.2  . . .

EXHIBIT 4.4

Imagistics International Inc.
Employee Stock Purchase Plan

1. Introduction

        The Imagistics International Inc. Employee Stock Purchase Plan (the "Plan") is designed to provide Eligible Employees with the opportunity to own common stock ("Common Stock") in Imagistics International Inc. (the "Company") through a payroll-deduction based employee stock purchase plan, thereby stimulating Eligible Employees' interest in the growth and prosperity of the Company.

         . . .

     AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and Marc C.
Breslawsky, currently residing at 51 Eleven O'Clock Road, Weston, Connecticut
06883 ("Executive");

     WHEREAS, the Company desires to employ Executive as its Chairman and Chief
Executive Officer upon the terms and conditions set forth herein and Executive
is willing to be so employed;

     NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby agree as  . . .

     AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and Joseph D.
Skrzypczak, currently residing at 13 Kristy Drive, Bethel, Connecticut
("Executive");

     WHEREAS, the Company desires to employ Executive as its Chief Financial
Officer upon the terms and conditions set forth herein and Executive is willing
to be so employed;

     NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby agree as follows:

     1. Term of  . . .

     AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and Christine
B. Allen currently residing at 83 Maple Avenue, Greenwich, Connecticut 06830
("Executive");

     WHEREAS, the Company desires to employ Executive as its Chief Human
Resources Officer upon the terms and conditions set forth herein and Executive
is willing to be so employed;

     NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby agree as follows:

     1.  . . .

     AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and John C.
Chillock, currently residing at 833G Long Hill Road, Middletown, Connecticut
06457 ("Executive");

     WHEREAS, the Company desires to employ Executive as its Vice President,
Customer Service Operations upon the terms and conditions set forth herein and
Executive is willing to be so employed;

     NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby agree as  . . .

     AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and Chris C.
Dewart, currently residing at 192 Newtown Turnpike, Westport, Connecticut 06880
("Executive");

     WHEREAS, the Company desires to employ Executive as its Vice President,
Commercial Sales upon the terms and conditions set forth herein and Executive is
willing to be so employed;

     NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby agree as follows:

      . . .

     AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and Mark S.
Flynn, currently residing at 22 Manor Road, Ridgefield, Connecticut 06877
("Executive");

     WHEREAS, the Company desires to employ Executive as its Vice President,
General Counsel and Secretary upon the terms and conditions set forth herein and
Executive is willing to be so employed;

     NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby agree as  . . .

     AGREEMENT, entered into as of the 8th day of January 2002 between
Imagistics International Inc., a Delaware corporation ("Company") and Nathaniel
M. Gifford, currently residing at 25 Skating Pond Road, Trumbull, Connecticut
06611 ("Executive");

     WHEREAS, the Company desires to employ Executive as its Vice President,
Product Development and Marketing upon the terms and conditions set forth herein
and Executive is willing to be so employed;

     NOW, THEREFORE, in consideration of the promises and the agreements
contained herein, the Company and Executive hereby  . . .