STOCKHOLDER TENDER AND VOTING AGREEMENT

Exhibit 99.3

      This STOCKHOLDER TENDER AND VOTING AGREEMENT dated as of September 15, 2005 (as the same may be amended from time to time, this " Agreement ") among Océ N.V., a company organized under the laws of the Netherlands (" Parent "), Orange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (" Purchaser "), and each individual listed on the signature pages of this Agreement (each, a " Stockholder " and collectively, the " Stockholders "), each an owner of Company Common Stock of Imagistics International, Inc., a Delaware corporation (the " Company ").

RECITALS

      WHEREAS, in order to induce Parent and Purchaser to enter into the Agreement and Plan of Merger dated as of the date hereof with the Company (the " Merger Agreement "), Parent and Purchaser have requested that each Stockholder, and each Stockholder has agreed, severally and not jointly, to enter into this Agreement;

      WHEREAS, each Stockholder, Parent and Purchaser desire to make certain representations, warranties, covenants and agreements in connection with this Agreement; and

      WHEREAS, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

      NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I
TENDER OF SHARES; VOTING; EXPIRATION

      Section 1.1 Tender of Shares . Promptly, but in any event no later than fifteen (15) business days following the commencement of the Offer, each Stockholder shall tender in the Offer, and, to the extent consistent with applicable Law, not withdraw or cause to be withdrawn, any or all shares of Company Common Stock currently owned by such Stockholder and over which such Stockholder exercises sole voting and disposition control and any additional shares of Company Common Stock subsequently acquired by such Stockholder and with respect to which such Stockholder exercises sole voting and disposition control (including, without limitation, acquisitions by purchase, by the exercise of Company Stock Options or otherwise) after the date of this Agreement (collectively, the " Subject Shares "); provided , however , that (i) a Stockholder shall not be required for purposes of this Agreement to exercise any unexercised Company Stock Options held by such Stockholder; (ii) a Stockholder shall not have any obligation under this Section 1.1 to tender his or her Subject Shares into the Offer if that tender would cause him or her to incur liability under Section 16(b) of the Exchange Act; and (iii) a Stockholder shall not have any obligation under this Agreement with respect to restricted shares of Company Common Stock as to which such Stockholder does not have the power both to vote

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and to dispose.

      Section 1.2 Voting . If his or her Subject Shares have not been previously accepted for payment and paid for by Purchaser pursuant to the Offer, and so long as neither Parent nor Purchaser is in breach of the Offer or the Merger Agreement, then each Stockholder hereby agrees that at any meeting of the stockholders of the Company, however called, or in any written consent in lieu thereof, he or she shall vote his or her Subject Shares (i) in favor of the Merger and (ii) against any action or agreement that would impede, interfere with, delay, postpone, discourage or adversely affect the Merger or the Offer, including, but not limited to any agreement or arrangement related to an Acquisition Proposal.

      Section 1.3 Proxy . Each Stockholder hereby grants to Purchaser, and to each officer of Parent, a proxy to vote his or her Subject Shares as indicated in Section 1.2 until the expiration of this Agreement pursuant to Section 1.4. Each Stockholder intends this proxy to be, and this proxy is, irrevocable and coupled with an interest and each Stockholder will immediately take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by him or her with respect to his or her Subject Shares.

      Section 1.4 Expiration . This Agreement and the rights and obligations of the respective parties hereto under this Agreement shall terminate, and be of no further force or effect, on the earlier to occur of (A) the Effective Time and (B) the termination of the Merger Agreement in accordance with its terms.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

      Each Stockholder represents and warrants to Parent and Purchaser as to himself or herself, severally and not jointly, as follows:

      Section 2.1 Valid Title . He or she is the sole, true and lawful owner of his or her Subject Shares acquired prior to the date hereof, with no restrictions on his or her rights of disposition pertaining thereto, except for any applicable restrictions on Transfer (as defined below) under the Securities Act.

      Section 2.2 Authority; Non-Contravention . He or she has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against him or her in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors' rights and to general principles of equity. The execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated of him or her by this Agreement and compliance by him or her with the provisions of this Agreement will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material

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benefit under, or result in the creation of any lien upon any of his or her properties or assets under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on the Stockholder. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Governmental Entity is required by or with respect to him or her in connection with his or her execution and delivery of this Agreement or the consummation by him or her of the transactions contemplated by this Agreement, except for applicable requirements, if any, under the Exchange Act and the rules and regulations thereunder.

      Section 2.3 Total Shares . Except to the extent of any Subject Shares acquired after the date hereof, the number of shares of Company Common Stock set forth opposite such Stockholder’s name on Exhibit A hereto are the only shares of Company Common Stock owned by him or her and over which such Stockholder exercises sole voting and disposition control.

      Section 2.4 Finder's Fees . Except as set forth in the Merger Agreement, no investment banker, broker or finder is entitled to a commission or fee from Parent, Purchaser, the Company or any of their respective Affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.

      Section 2.5 Proxy . None of the Subject Shares are subject to any voting agreement or proxy on the date of this Agreement, except pursuant to this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

      Parent and Purchaser represent and warrant to each Stockholder that:

      Section 3.1 Corporate Power and Authority . Parent and Purchaser each have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of each of Parent and Purchaser. This Agreement has been duly executed and delivered by each of Parent and Purchaser and constitutes a valid and binding obligation of each of Parent and Purchaser, respectively, enforceable against each of them in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors' rights and to general principles of equity.

ARTICLE IV
COVENANTS OF THE STOCKHOLDERS

      Section 4.1 Covenants of the Stockholders . Subject to Section 5.11, each Stockholder agrees as to himself or herself, severally and not jointly, as follows:

      (a) Except as contemplated by the terms of this Agreement, he or she shall

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not:

(i) sell, transfer, pledge, assign or otherwise dispose of (“ Transfer ”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of his or her Subject Shares to any person, other than Purchaser or Purchaser's designee. Any attempted Transfer in violation of this Section 4.1(a)(i) shall be null and void;

(ii) enter into, or otherwise subject hi