REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is made and entered into as of December 29, 2006, by and among Omtool, Ltd., a Delaware corporation (the Company) and William J. Rynkowski, Jr. (the Holder).

WHEREAS, pursuant to that certain Agreement and Plan of Merger by and among the Company, Blue Chip Technologies Ltd., a Massachusetts corporation, BC Acquisition, Inc., a Massachusetts corporation, Omtool Healthcare, LLC, a Delaware limited liability company and the Holder (the Merger Agreement), the Company has agreed, upon the terms and subject to the conditions of the Merger Agreement to issue to the Holder shares of the Companys Common Stock (the Holder Shares); and

WHEREAS, to induce the Holder to execute and deliver the Merger Agreement, the Company has agreed to provide certain registration rights with respect to the Holder 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 Merger Agreement shall have the meanings given such terms in the Merger Agreement.  As used in this Agreement, the following terms shall have the following meanings:

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

Commission means the Securities and Exchange Commission.

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

Holder shall have the meaning set forth in the Preamble.

Holder Shares shall have the meaning set forth in the Preamble.

Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

Merger Agreement shall have the meaning set forth in the Preamble.

Prospectus means the prospectus included in a 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 and any free writing prospectuses), 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 a 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.

Registrable Securities means all of the Holder Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that Holder Shares that are Registrable Securities shall cease to be Registrable Securities (a) upon any sale of such shares pursuant to a Registration Statement or Rule 144 under the Securities Act; (b) upon any sale or transfer of such shares in any manner to a person or entity that, by virtue of Section 6(h) of this Agreement, is not entitled to the rights provided by this Agreement; or (c) if such Holder Shares are then eligible for resale under Rule 144(k) under the Securities Act (or its successor).

Registration Statement means a registration statement filed hereunder, including (in each case) the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments and free writing prospectuses, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement.

Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

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