Assignment and Assumption of Lease and Novation Agreement - Pitney Bowes Inc. and Pitney Bowes Office Systems Inc.


           ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENT


     THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND NOVATION AGREEMENT (this
"Agreement") is made and entered into this ___ day of ________, 2001 by and
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among PITNEY BOWES INC. ("Assignor"), a Delaware corporation, PITNEY BOWES
                          --------                                        
OFFICE SYSTEMS, INC. ("Assignee"), a Delaware corporation, and ((Insert1)).
                       --------                                          

     A.  Landlord, as landlord, and Assignor, as tenant, are parties to that
certain lease agreement (as amended, the "Lease") dated ((Insert2)).
                                          -----                   

     B.  Pursuant to the Lease, Assignor leases from Landlord certain premises
(the "Premises") containing approximately ((RSQFT)) rentable square feet as more
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particularly described in the lease and commonly known as ((PremisesAddr1)),
((PremisesAddr)), ((PremisesCity)), ((PremisesST)), ((PremisesZip)).

     C.  Assignor desires to assign to Assignee, and Assignee desires to assume
from Assignor, as of the date (the "Spin-Off Date") of the distribution of 100%
                                    -------------                              
of the issued and outstanding shares of Assignee's common stock to Assignor's
shareholders, all of Assignor's rights and obligations under the Lease, on the
terms set forth below.

     D.  In consideration of Assignee assuming all of Assignor's rights and
obligations under the Lease, Landlord agrees to release Assignor from all
liabilities under the Lease as of the Spin-Off Date, on the terms and conditions
set forth below.

                                   AGREEMENT

     NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, the parties hereby agree as follows, effective as of the Spin-Off Date:

     1.  Assignment. Assignor assigns, transfers and conveys to Assignee all of
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Assignor's rights, title, obligations and interest in, to and under the Lease.

     2.  Assumption; Bound as an Original Party.
         -------------------------------------- 

         (a)  Assignee unconditionally assumes and shall promptly, fully,
completely and faithfully keep, fulfill, observe, perform and discharge each and
every covenant and obligation that may accrue and become performable, due or
owing under the Lease on Assignor's part to be performed.

        (b)  Assignee shall perform the obligations of Assignor under the Lease
and Assignee shall be bound by all of the terms and conditions of the Lease in
every way as if Assignee were originally a party thereto as tenant/lessee.

     3.  Release of Assignor; Novation.
         ----------------------------- 

         (a)  Notwithstanding anything to the contrary in the Lease, Landlord
remises, releases and forever discharges Assignor, as well as its shareholders,
officers, employees, agents and representatives, from all obligations arising
under the Lease, and from all manner of actions, causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, covenants,
controversies, agreements, promises, damages, expenses, lost profits, judgments,
executions, claims and demands whatsoever, in law or equity, that Landlord and
its partners, shareholders, officers, employees, agents and 

                                      -1-

 
representatives have or may have against any of the foregoing entities, arising
out of or in any way connected to the Lease.

        (b)  Landlord recognizes Assignee as Assignor's successor-in-interest in
and to the Lease. Assignee by this Agreement becomes entitled to all right,
title and interest of Assignor in and to the Lease as if Assignee were an
original party to the Lease. Following the date of this Agreement, the terms
Tenant and Lessee, as used in the Lease, shall refer to Assignee. Landlord
accepts the liability of Assignee in lieu of the liability of Assignor. Landlord
shall be bound by the terms of the Lease in every way as if Assignee were named
in the Lease in place of Assignor as a party thereto.

   4.  Indemnification.
       --------------- 

        (a)  Assignee shall indemnify and hold Assignor harmless from any and
all claims, demands, causes of action, losses, costs (including, without
limitation, reasonable court costs and attorneys' fees), liabilities or damages
of any kind or nature whatsoever that Assignor may sustain by reason of
Assignee's breach or non-fulfillment (whether by action or inaction), at any
time, of any covenant or obligation under the Lease to be performed by Assignor
or Assignee thereunder.

        (b)  The indemnification obligation under this Section shall be
conditioned upon Assignor giving notice to Assignee promptly after Assignor
receives notice of the claim and shall survive the expiration or termination of
the Lease.

   5.  Condition; Use.  Assignee shall take possession of the Premises in its
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present "as is" condition, subject to ordinary wear and tear and damage by
casualty prior to the Effective Date.  No representations or warranties have
been made to Assignee concerning the condition of the Premises, nor have any
promises to remodel, change, alter, or improve the Premises been made by
Assignor or any party on behalf of Assignor.  Assignee has completed such
investigation of the Premises as Assignee deems appropriate.

   6.  Default By Landlord.  Assignor shall not be liable to Assignee for
       -------------------                                               
Landlord's failure to perform any of Landlord's obligations under the Lease, nor
shall Assignor have any obligation to perform same or to bring legal proceedings
or take any other action against Landlord to assure performance of Landlord's
obligations under the Lease.  Assignee's enforcement of the Lease against
Landlord shall be at the sole expense of Assignee, and Assignee shall indemnify
Assignor against all costs and expenses, including but not limited to reasonable
attorneys' fees, which may be incurred by Assignor in connection with any claim,
action, or proceeding so undertaken by Assignee.  Any amount of recovery
obtained by Assignee shall be the property of Assignee, except that Assignor
shall be compensated therefrom for any damages sustained by Assignor as a
consequence of such default or breach on the part of Landlord.

   7.  Notices.  Any notice, demand, consent, approval, direction, agreement or
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other communication required or permitted hereunder or under any other documents
in connection herewith shall be in writing and shall be directed as follows:

       If to Assignor:

        MSC 5105
        Attn:  Manager, National Leasing & Asset Management
        Pitney Bowes Inc.
        1 Elmcroft Road
        Stamford, CT 06906-0700

                                      -2-

 
     with a copy to:

        Trammell Crow Company
        Attn:  Pitney Bowes Lease Administration
        1687 114th Avenue, S.E.
        Bellevue, WA 98004-6921

     If to Assignee:

        Pitney Bowes Office Systems, Inc.
        100 Oakview Dr
        Trumbull, CT 06611-4724
           Attn:  Lease Administrator

      with copy to:

        Pitney Bowes Office Systems, Inc.
        100 Oakview Dr
        Trumbull, CT 06611-4724
           Attn:  Mark Flynn, General Counsel
                  Facsimile: 203-365-2353

      If to Landlord:

        ((LNotCompanyName))
        ((LNotAddr1))
        ((LNotAddr2))
        ((LNotAddr3))
        ((LNotCity)), ((LNotST))  ((LNotZip))

All notices, demands, requests, consents or approvals that may or are required
to be given by any party to another shall be in writing and shall be deemed
given when actually received by the other party, if:  (i) served personally;
(ii) sent by nationally-recognized overnight courier with return receipt; or
(iii) sent by United States registered or certified mail, postage prepaid,
return receipt requested and addressed to such other party at the address
specified above or at such other place as such other party may from time to time
designate by notice in writing to the other parties hereto.  Notwithstanding the
foregoing, rejection or other refusal to accept a notice, request or demand, or
the inability to deliver because of a changed address of which no notice was
given, shall be deemed to be actual receipt thereof.

            8.  Broker.  The parties represent to each other that this Agreement
                ------
was negotiated directly, without the use of any real estate broker. Each party
shall hold the other harmless from any liability or loss, including reasonable
attorneys' fees, resulting from a misrepresentation under this Section.

            9.  Miscellaneous.
                -------------
            (a)  Each provision of this Agreement shall extend, bind and inure
to the benefit of Landlord, Assignor and Assignee and their respective permitted
successors and assigns, including without limitation successor assignees of the
Lease.

            (b)  This Agreement contains the entire agreement between the
parties, and all prior negotiations and agreements are merged in this Agreement.
This Agreement may not be changed,
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modified or discharged, in whole or in part, except by a written instrument
executed by the party against whom enforcement of the change, modification or
discharge is sought.

        (c)  This Agreement may be executed in any number of counterparts, each
of which upon execution and delivery shall be considered an original for all
purposes; provided, however, all such counterparts shall, together, upon
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execution and delivery, constitute one and the same instrument.

        (d)  Any rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not apply to the interpretation of
this Agreement or any amendments or exhibits hereto.

        (e)  This Agreement shall be governed in all respects by the laws of the
State or Commonwealth in which the Premises are located.

        (f)  If any term or provision of this Agreement or any application
thereof shall be invalid or unenforceable, the remainder of this Agreement and
any other application of such term shall not be affected thereby.

        10.  All Parties Consent.  Each of Assignor, Assignee and
             -------------------
Landlord consent to all of the provisions of this Agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                            ASSIGNOR:
                            PITNEY BOWES INC.

                            By:________________________________________________
                            Name:  Mary Maarbjerg
                            Title:  Vice President, Real Estate & Administration

                            ASSIGNEE:
                            PITNEY BOWES OFFICE SYSTEMS, INC.

                            By:________________________________________________
                            Name:  Mark Flynn
                            Title:  Vice President, General Council & Secretary

                            LANDLORD:
                            ((LLName))

                            By:________________________________________________
                            Name:
                            Title:

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STATE OF ________________ )
                          )  ss:
COUNTY OF ______________  )

     The foregoing instrument was acknowledged before me this __ day of
_________, 2001, by __________________, ________________ of Pitney Bowes Inc., a
Delaware corporation, on behalf of the corporation.


                                _____________________________________
                                Notary Public
                                My Commission Expires:


STATE OF      )
              )  ss:
COUNTY OF     )

     The foregoing instrument was acknowledged before me this __ day of
_________, 2001, by __________________, ________________ of Pitney Bowes Office
Systems, Inc., a Delaware corporation, on behalf of the corporation.


                                _____________________________________
                                Notary Public
                                My Commission Expires:

STATE OF      )
              )  ss:
COUNTY OF     )

     The foregoing instrument was acknowledged before me this __ day of
_________, 2001, by __________________, ________________ of
_________________________________________, a _____________________________, on
behalf of the ___________________________.


                                _____________________________________
                                Notary Public
                                My Commission Expires:

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                                   EXHIBIT A
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