CONSULTING AGREEMENT



      This Agreement is entered into as of this 31st day of December 1999 by

and between Martin Schultz ("Consultant") and Omtool, Ltd. ("Omtool" or the

"Company").



      In consideration of the mutual promises of this Agreement, the Company

and Consultant hereby agree as follows:



1.    SCOPE OF WORK



      Consultant shall act as a consultant to Omtool commencing on January 1,

2000 and ending upon December 31, 2000, unless terminated earlier as provide for

in Section 3 below. It is contemplated that Consultant will be available to

provide consulting services to the Company as the Company may request from time

to time on a prorated basis equivalent to five (5) days of each month. These

consulting services shall include, but are not limited to, consulting with the

Company's Chief Executive Officer and Chief Operating Officer (among others)

regarding technological issues.



2.    COMPENSATION



         2.1 In consideration for the prompt and satisfactory consulting

services to be rendered by Consultant to the Company, Consultant will receive a

consulting fee of $18,750.00 per month. The Company shall pay such compensation

within thirty (30) days of receipt of each invoice from Consultant setting forth

the services performed and upon approval of such invoice by Company.



         2.2 Consultant shall not be entitled to receive any other compensation

or any benefits from Company. Except as otherwise required by law, Company shall

not withhold any sums or payments made to Consultant for social security or

other federal, state or local tax liabilities or contributions, and all

withholdings, liabilities, and contributions shall be solely Consultant's

responsibility. Further, Consultant understands and agrees that the services

performed for the Company are not covered under the unemployment compensation

laws and are not intended to be covered by workers' compensation laws.



         2.3 Consultant shall be responsible for all business expenses relating

to this engagement; PROVIDED, however, that the Company shall reimburse

Consultant for reasonable business expenses associated with Consultant's

telephone, computer and facsimile use (on behalf of Omtool) from his home office

and reasonable travel-related expenses incurred at the request of the Company.

The Company's reimbursement of Consultant's business expenses also is subject to

Consultant's reasonable and timely substantiation and documentation (I.E.,

provision of receipts) as may be specified by the Company from time to time.



3.    TERMINATION



      3.1 This Agreement may be terminated by Consultant at any time, for any

reason, by giving thirty (30) days written notice to the Company.



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                                      -2-



      3.2 If this Agreement is terminated pursuant to Section 3.1, Consultant

will receive payments for services rendered and reimbursable expenses incurred

for the period up to and including the date of the termination of this

Agreement.



      3.3 The parties hereto agree that such termination will not release nor

discharge either of the parties from their respective obligations as specified

in Sections 4, 5, 6, 7 and 8 of this Agreement.

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