REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is made and entered into as of March 30, 2004, by and among Omtool, Ltd., a Delaware corporation (the Company), the purchasers who are signatories hereto (each such purchaser, a Purchaser and collectively, the Purchasers), and Broadband Capital Management, LLC (the Holder Agent).

WHEREAS, pursuant to that certain Stock Purchase Agreement among the Purchasers and the Company (the Stock Purchase Agreement), the Company has agreed, upon the terms and subject to the conditions of the Stock Purchase Agreement to issue and sell to the Purchasers 265,000 shares of the Companys Common Stock and to issue to the Holder Agent up to 25,500 shares of the Companys Common Stock (Holder Agent Stock) and warrants to purchase up to 25,500 shares of the Companys Common Stock (Holder Agent Warrants);

WHEREAS, to induce the Purchasers to execute and deliver the Stock Purchase Agreement, the Company has agreed to provide certain registration rights with respect to the Common Stock on the terms and conditions provided herein; and

WHEREAS, the Company has also agreed to provide certain registration rights with respect to the Holder Agent Stock and Holder Agent Warrant Shares on the terms and conditions provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                                       Definitions.  Capitalized terms used and not otherwise defined herein that are defined in the Stock Purchase Agreement shall have the meanings given such terms in the Stock Purchase Agreement.  As used in this Agreement, the following terms shall have the following meanings:

Advice shall have the meaning set forth in Section 6(d).

Closing means the Closing as defined in the Stock Purchase Agreement.

Commission means the Securities and Exchange Commission.

Common Stock means the common stock of the Company, $.01 par value per share.

Effectiveness Date means, with respect to the initial Registration Statement required to be filed hereunder, the earlier of (a) the 120^th day following the Closing, and (b) the tenth Trading Day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments.

Effectiveness Period shall have the meaning set forth in Section 2(a).

Event shall have the meaning set fort in Section 2(b).

Exchange Act means the Securities Exchange Act of 1934, as amended.

Filing Date means, with respect to the Registration Statement required to be filed hereunder, the 30^th day following the Closing.

Holder or Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.

Holder Agent means Broadband Capital Management, LLC, 805 Third Avenue, New York, NY 10022, which shall act as the agent of all Holders for purposes set forth herein.

Holder Agent Stock as defined in the Preamble.

Holder Agent Warrants as defined in the Preamble.

Holder Agent Warrant Shares means the shares of Common Stock issuable to Holder Agent upon exercise of the Holder Agent Warrants.

Indemnified Party shall have the meaning set forth in Section 5(c).

Indemnifying Party shall have the meaning set forth in Section 5(c).

Losses shall have the meaning set forth in Section 5(a).

 Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Prospectus means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

Purchaser Shares means the shares of Common Stock issued to the Purchasers pursuant to the Stock Purchase Agreement (for purposes of clarity, Purchaser Shares does not include the shares of Common Stock issued to the Excluded Investors pursuant to the Stock Purchase Agreement).

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