EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the Agreement) by and between OMTOOL, LTD., a Delaware corporation (the Company), and WILLIAM J. RYNKOWSKI, JR. (the Executive) is made and entered into as of December 29, 2006 (the Closing Date).

R E C I T A L S:

WHEREAS, in connection with the transactions contemplated under that certain Agreement and Plan of Merger dated as of November 13, 2006 by and among the Company, Blue Chip Technologies Ltd. (Blue Chip Technologies), BC Acquisition, Inc., Omtool Healthcare, LLC, and the Executive (the Merger Agreement), the Company will acquire Blue Chip Technologies through the merger of Bonito Acquisition, Inc. with and into Blue Chip Technologies; and

WHEREAS, subject to the closing of the transactions contemplated under the Merger Agreement, the Company desires to obtain the services of Executive, as described below, and Executive is willing to provide such services on the terms and for the consideration set out below; and

WHEREAS, Executive and the Company desire to embody in this Agreement the terms and conditions of Executives engagement by the Company, which terms and conditions shall supersede all prior oral and written agreements, arrangements and understandings with the Company, its subsidiaries, and/or Blue Chip Technologies, relating to Executives services.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is hereby agreed as follows:

SECTION 1.  MERGER AGREEMENT:  The parties expressly acknowledge and agree that this Agreement was an inducement to the Companys entering into the Merger Agreement, and that the Company would not have entered into the Merger Agreement absent Executives promises made herein, including his promise to comply with the restrictive covenants contained herein.

SECTION 2.  ENGAGEMENT:  Subject to the closing of the transactions contemplated by the Merger Agreement, the Company agrees to employ Executive, and Executive agrees to serve the Company, in the capacity of Senior Vice President or, as provided in Section 4(a), an advisor, in each case reporting to the President and Chief Executive Officer of the Company, subject to and upon the terms and conditions hereof.  The parties acknowledge that if the mergers contemplated by the Merger Agreement do not close, this Agreement shall be null and void.

SECTION 3.  TERM:  The term of this Agreement shall commence on the Closing Date and shall end on the three (3) year anniversary thereof unless sooner terminated as provided herein (the Term).  The parties anticipate that at the end of the Term they will assess their relationship, the Executives performance of his duties hereunder, and the business needs of

the Company, and engage in good-faith efforts to come to agreement over whether to extend this Agreement on the same or different terms for some period of time, or convert Executives status to one of consultant, or terminate their relationship.

SECTION 4.  DUTIES:

(a)           Part-Time Employment.  Executive will provide services to the Company as assigned from time to time by the President and Chief Executive Officer.  Executive shall work a part-time schedule that is mutually acceptable to Executive and the Company.  On or after November 30, 2007, the Executive, in his discretion, may or, at the Companys option, shall give up his title of Senior Vice President and become an advisor to the President and Chief Executive Officer of the Company.  The parties acknowledge that the Executives time commitment will decrease during the Term and the parties will act in good faith to mutually determine an appropriate level of commitment from time to time.  Executive agrees to perform his services well and faithfully and to the best of his ability and to carry out the policies and directives of the Company.  Executive agrees to take no action prejudicial to the interests of the Company during his employment hereunder.

(b)           Director.  Following the Closing, Executive shall be appointed to fill a vacancy on the Companys Board of Directors in the class of directors with a term expiring in 2009.

SECTION 5.  SALARY AND BENEFITS:

(a)           Salary.  The Company shall pay Executive a base salary at the rate of $120,000 per year (the Base Salary).  The parties will in good faith evaluate the Executives compensation in the event that the scope of the Executives services or time commitment are reduced to a material extent below the expectations of either party.  The Executives Base Salary shall be payable in equal increments in accordance with the Companys regular payroll practices.

(b)           Benefits.  Executive shall be entitled to receive fringe benefits that are generally available to the Companys executive employees (for so long as he serves the Company in as an executive employee), in accordance with and subject to the then-existing terms and conditions of the Companys policies and benefit plans.

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