Exhibit 10.8

EMPLOYMENT AGREEMENT

          AGREEMENT, entered into as of the 8th day of January 2005 between Imagistics International Inc., a Delaware corporation (“Company”) and Mark S. Flynn, currently residing at 22 Manor Road, Ridgefield, CT 06877, Connecticut (“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 follows:

           1. Term of Employment. Company shall employ Executive under this Agreement, and Executive hereby accepts such employment, for the period commencing on the date hereof (the “Effective Date”) and ending on the third anniversary hereof, unless Executive is given notice by Company of its intention to extend or renew the term of this Agreement within 120 days of the expiration of the initial term, or unless the Agreement is terminated sooner in accordance with the provisions of Section 5. The initial term and any renewal term shall be referred to as the “Term of Employment”.

           2. Position and Duties. During the Term of Employment:

          (A) Executive shall serve as an executive officer of the Company, and shall have such authority and duties (the “Duties”) as may be assigned to him from time to time by the Chief Executive Officer of the Company (the “CEO”), commensurate with such position.

          (B) Executive will devote all of his business time and attention to the business of the Company in performing such Duties and promoting the interests and goodwill of the Company.

          (C) Executive may serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions or manage personal investments, provided in each case that such activities do not individually or in the aggregate interfere with the performance of his Duties under this Agreement; provided, however, that Executive shall obtain the prior written consent of the CEO for service on any for-profit board or committee.

           3. Base Salary. Commencing as of the Effective Date, the Company shall pay Executive an annualized salary of Two Hundred Forty Five Thousand Dollars ($245,000.00) (the “Base Salary”) in accordance with its regular payroll practices, subject to applicable tax withholding. Executive’s performance shall be reviewed annually by the CEO or the COO. Executive’s Base Salary may be reviewed for increase in the discretion of the Board of Directors of the Company (the “Board”) after consultation with the CEO. Base Salary, as adjusted, shall be considered the new Base Salary for all purposes of this Agreement and shall not thereafter be reduced.

           4. Annual Cash Incentive. Executive shall be eligible, as determined by the Committee in its discretion, for an annual performance cash bonus (“Annual Bonus”) in accordance with the terms of the Company’s Key Employees’ Incentive Plan, as it may be amended or restated from time to time (“KEIP”). To the extent earned, Executive shall be paid his Annual Bonus at the same time that other senior-level executives receive their awards.

           5. Termination.

           (A) Due to Executive’s Death or Disability or Retirement. If Executive’s employment terminates during the Term of Employment due to Executive’s death, Disability, or Retirement, as defined in the 2001 Stock Plan, Company shall provide Executive, Executive’s estate or beneficiaries, as applicable, with: (i) continuation of Base Salary for three (3) full months following the month in which Executive’s Termination Date occurs; (ii) a Pro-rata Annual Bonus; (iii) the right to exercise each outstanding stock option for the full remaining term of such option, all such options to be deemed fully vested and exercisable as of the date of Executive’s Termination Date;(iv) payment of outstanding restricted stock awards, all such restricted stock to be deemed fully vested as of Executive’s Termination Date; (v) such benefits as Executive may be entitled to under any applicable employee benefit plan or program of the Company including, continued participation in any welfare benefit plan, but only to the extent provided under the terms of any plan or policy applicable to senior executive employees; and (vi) any other entitlements described in Section 5(C).

           (B) Termination In Connection with a Change in Control. If Executive’s employment is terminated by Company without Cause, other than for death or Disability, or Executive terminates for Good Reason, and in each case such termination occurs within two (2) years following a Change in Control, Company shall provide Executive with: (i) a lump sum amount in immediately available funds equal to two times the Executive’s annualized Base Salary, plus two times the Executive’s full maximum Annual Bonus for the year in which the Termination Date occurs; (ii) immediate vesting in, and the right to exercise, each outstanding stock option for the Severance Period following the Termination Date; (iii) immediate vesting and payment of restricted stock as of the Termination Date; (iv) the continuation for the Severance Period of the health, welfare, savings, retirement and other fringe benefits to which Executive is entitled as of the Date of Termination (or, if such benefits are not available, or cannot be provided due to applicable law, a lump sum amount equal to the after-tax economic equivalent thereof; provided that with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits); and (v) the entitlements described in Section 5(C).

           (C) Other Termination Benefits; No Mitigation Required. In addition to any amounts or benefits payable under this Section 5, upon termination for any reason, Executive shall be entitled (i) to payment of his or her Base Salary through the Termination Date; (ii) any payments or benefits provided under the terms of any Company benefit plan, program or policy, or as required by applicable law, and (iii) prompt payment, when due, of all amounts owing under the Agreement. Any COBRA rights that Executive (or any other qualified beneficiary) has shall run concurrently with the health insurance benefit continuation provisions, if any, otherwise applicable in this Section 5. The Company agrees that Executive is not required to seek other employment, or to mitigate the amounts payable under this Agreement. No compensation earned from subsequent employment will reduce any amount payable hereunder. However, Executive shall notify Company, within 30 days, of becoming covered under another group health plan of a subsequent employer, and the health benefit coverage provided hereunder will become secondary to any such coverage provided by another employer.

           6. Excise Tax Gross-Up. If any payment to Executive pursuant to this Agreement or any other payment or benefit from the Company, any Affiliate, any shareholder of the Company or any other person is determined to be subject to the excise tax imposed by Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (the “Excise Tax”), then Executive shall receive a Tax Gross-Up Payment with respect to all such excise taxes and similar taxes. The “Tax Gross-Up Payment” shall mean an amount payable to the Executive such that, after payment of all federal, state and local taxes on such Tax Gross-Up Payment, there remains a balance sufficient to pay the Excise Tax being reimbursed. The Company’s outside auditor (the “Auditor”) shall determine whether any payment under this Agreement is subject to an Excise Tax and, if so, the amount and timing of the Tax Gross-Up Payment. The foregoing notwithstanding, if any payments subject to the Excise Tax exceed the amount that may be paid to Executive without the imposition of the Excise Tax (the “Allowable Amount”) by an amount which is not more than 10% of the Allowable Amount, the Executive shall relinquish the right to receive such payments to the extent and only to the extent that such payments exceed the Allowable Amount. In the event that Executive is required to relinquish a portion of the compensation otherwise due Executive by application of the immediately preceding sentence, compensation shall be relinquished in the following order i) stock option acceleration commencing with options having the highest exercise price, ii) the accelerated vesting of restricted stock or other equity awards and iii) cash compensation.

           7. Non-Compete; Non-Solicitation; Confidentiality and Non-Disparagement. Executive agrees that:

           (A) Non-compete and Non-solicitation. At no time during the Term of Employment, nor during any Severance Period following Executive’s Termination Date, will Executive:

           (B) Non-disclosure. At no time during the Term of Employment, nor thereafter, will Executive, without prior written consent of Company, divulge, disclose or make accessible to any person or entity any confidential non-public document or information concerning the business or affairs of the Company that he has acquired in the course of his employment hereunder, except (i) to the Company or to any authorized (or apparently authorized) agent or representative of Company, (ii) in connection with performing his Duties under this Agreement, or (iii) when required to do so by law or by legal process. These restrictions shall not apply to any document or information (i) that has previously been disclosed to the public, or is in the public domain, other than as