Exhibit 10.1


SUBLEASE AGREEMENT


THIS
SUBLEASE AGREEMENT (“Sublease”) made as of the 28th day of
July, 2006 by and between Omtool, Ltd., a Delaware corporation (hereinafter “Omtool” or “Sublessor”) with a principal place of
business at 6 Riverside Drive, Andover, MA 01810 and eSped.com, Inc., a
Delaware corporation (hereinafter “eSped”
or “Sublessee”) with a
place of business at 8A Industrial Way Salem, NH 03079.


WHEREAS Omtool has leased approximately 44,048
square rentable feet of space (the “Omtool
Premises”) located on the first and second floors of the
building located at 6 Riverside Drive, Andover, MA (the “Building”) pursuant to that certain
Lease Agreement dated January 6, 2006 (as the same may be modified or amended
from time to time, the “Lease”)
by and between Omtool, as tenant, and SFI I, LLC, as landlord (herein “Landlord”).  A copy of the Lease is annexed hereto as Exhibit A; and


WHEREAS eSped desires to sublease from Omtool, and
Omtool desires to sublease to eSped, a portion of the Omtool Premises
consisting of approximate seven thousand twenty five (7,025) rentable square
feet of space, as more particularly described on Exhibit B attached hereto (the “Subleased Premises”), all subject to
and in accordance with the provisions of this Sublease;


NOW
THEREFORE, for Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Sublessor and Sublessee
hereby covenant and agree as follows:


1.             Capitalized terms used in this
Sublease and not otherwise defined herein shall have the meanings ascribed to
such terms in the Lease.


2.             REFERENCE DATA.




	
  Definitions:

  	
   

  
	
   

  	
   

  
	
  2.1 Commencement Date:

  	
  July 1, 2006

  
	
   

  	
   

  
	
  2.2 Term:

  	
  Fifty-eight (58) months

  
	
   

  	
   

  
	
  2.3 eSped’s Pro
  Rata Share of Operating Costs and Taxes:

  	
  16% (7,025/44,048)

  






 









 



 




	
  2.4 Permitted Use:

  	
  Professional Office and related uses, and for no other
  use

  
	
   

  	
  or  urpose.

  
	
   

  	
   

  
	
  2.5 Base Rent:

  	
  Base Rent under this Sublease shall be the following
  amounts 

  
	
   

  	
  for the following periods of time for so long as
  this Sublease 

  
	
   

  	
  remains in force and effect:

  






 




	
  Lease Month

  	
   

  	
  Annualized per RSF

  	
   

  	
  Monthly Base Rent

  
	
  1-58

  	
   

  	
  $14.32

  	
   

  	
  $8,383.17

  






 




	
  2.6 Omtool’s

  	
  Chief Financial Officer

  
	
  Notice/Mailing
  Address:

  	
  Omtool, Ltd.

  
	
   

  	
  6 Riverside Drive

  
	
   

  	
  Andover, MA 01810

  
	
   

  	
   

  
	
  2.7 eSped’s
  Notice/Mailing

  	
  eSped.com, Inc.

  
	
  Address prior to

  	
  8A Industrial Way

  
	
  Commencement
  Date:

  	
  Salem, NH 03079

  
	
   

  	
   

  
	
  eSped’s
  Notice/Mailing

  	
  eSped.com, Inc.

  
	
  Address
  following

  	
  6 Riverside Drive

  
	
  Commencement
  Date:

  	
  Andover, MA 01810

  
	
   

  	
   

  
	
  2.8 Sublessee’s
  Trade Name:

  	
  eSped.com

  
	
   

  	
   

  
	
  2.9 Sublessee
  Emergency Contact:

  	
  Mark Ventre

  
	
   

  	
   

  
	
  2.10 Broker:

  	
  None

  
	
   

  	
   

  
	
  2.11 Security
  Deposit:

  	
  None

  
	
   

  	
   

  
	
  2.12 Sublessor’s
  Work:

  	
  None

  
	
   

  	
   

  
	
  2.13 Signage:

  	
  Subject to Landlord’s approval, if required under
  the Lease, Sublessee shall be entitled  to maintain a vinyl door sign.

  
	
   

  	
   

  
	
  2.14 Required
  Insurance:

  	
  As required in Lease.

  






 



 2
 






 



 


3.             Sublessor hereby leases to
Sublessee, and Sublessee hereby leases from Sublessor, the Subleased Premises
and the common areas (to be used in common with others entitled thereto) more
specifically described in the Lease for the Permitted Uses.


4.             The Term of this Sublease shall be
for a period of fifty-eight (58) months commencing on the Commencement Date and
terminating on the last calendar day of the fifty-eighth (58th) month of the Term, unless earlier terminated in accordance with the
provisions hereof.


5.             Sublessee covenants and agrees to
pay to Sublessor Base Rent in the amounts set forth above for so long as this
Sublease remains in full force and effect. 
Each payment of Base Rent shall be made in advance on or before the
first day of each calendar month of the Term at Sublessor’s address shown
herein or at such place as Sublessor shall from time to time designate in
writing and otherwise in accordance with the provisions of the Lease.


6.             Sublessee shall pay to Sublessor as
additional rent (“Additional Rent”) eSped’s Pro Rata Share of Operating
Costs and Taxes.  Sublessor may make a
good faith estimate of the Additional Rent to be due by Sublessee for any
calendar year or part thereof during the Term. 
During each calendar year or partial calendar year of the Term,
Sublessee shall pay to Sublessor, in advance concurrently with each monthly
installment of Base Rent, an amount equal to the estimated Additional Rent for
such calendar year or part thereof divided by the number of months
therein.  Sublessor and Sublessee agree
that eSped’s estimated Pro Rata Share of Operating Costs and Taxes for the
first Lease Year shall be $3.67 and $2.06 per rentable square foot of Subleased
Premises, respectively; and accordingly, eSped shall pay to Sublessor, in
advance concurrently with each monthly installment of Base Rent, $5.73 per
rentable square foot of Subleased Premises as Additional Rent hereunder during
the first lease year.  From time to time,
Sublessor may estimate and re-estimate the Additional Rent to be due by
Sublessee and deliver a copy of the estimate or re-estimate to Sublessee.  Thereafter, the monthly installments of
Additional Rent payable by Sublessee shall be appropriately adjusted in
accordance with the estimations so that, by the end of the calendar year in
question, Sublessee shall have paid all of the Additional Rent as estimated by
Sublessor.  Any amounts paid based on
such an estimate shall be subject to adjustment as herein provided when actual
Operating Costs  and Taxes are available
for each calendar year or tax year, as applicable.  By May 1 of each calendar year, or as soon
thereafter as practicable, Sublessor shall furnish to Sublessee a statement of
Operating Costs for the previous year and of the Taxes for the previous year
(the “Operating
Costs and Tax Statement”). 
If Sublessee’s estimated payments of Operating Costs or Taxes under this
Section 6 for the year covered by the Operating Costs and Tax Statement
exceed Subtenant’s share of such items as indicated in the Operating Costs and
Tax Statement, then Sublessor shall promptly credit or reimburse Sublessee for
such excess; likewise, if Sublessee’s estimated payments of Operating Costs or
Taxes under this Section 6 for such year are less than Sublessee’s share of
such items as indicated in the Operating Costs and Tax Statement, then
Sublessee shall, within not more than ten (10) business days, pay Sublessor
such deficiency.



 3
 






 



 


Sublessee shall also pay to
Sublessor, as Additional Rent, any additional operating expenses agreed by
Sublessor and Sublessee to be required to keep the Building in good operating
condition.


7.             Security Deposit.  [intentionally omitted].


8.             Additional Sublessee Covenants.  Sublessee hereby covenants:


(a)           To comply with the
terms and provisions of the Lease applicable to the Subleased Premises except
as specifically modified by provisions of this Sublease, and to do nothing
which will subject the Lease to termination by Landlord under the provisions of
the Lease.


(b)           To maintain the Subleased
Premises in the same condition as they are at the commencement of the Term,
reasonable wear and tear, damage by fire and other casualty excepted.


(c)           In the event that
this Sublease shall terminate for any reason prior to the expiration of the Term,
to remove promptly all of Sublessee’s goods and effects from the Subleased
Premises upon the termination of this Sublease and to deliver to Sublessor the
Subleased Premises in the same condition as they were at the commencement of
the Term, or as they were put during the Term, reasonable wear and tear, damage
by fire and other casualty excepted.


(d)           To use the Subleased
Premises only for the Permitted Uses.


9.             Condition and Alterations of the
Subleased Premises.  Sublessee and
Sublessor hereby covenant and agree that:


(a)           Sublessee has
inspected the Subleased Premises and accepts the same “AS IS” as of the
date of this Sublease.  Sublessor shall
have no obligation or duty to Sublessee regarding the preparation of the
Subleased Premises for occupancy of Sublessee, except that Sublessor shall
deliver full and exclusive possession thereof to Sublessee on the Commencement
Date, the Subleased Premises to be then free of all tenants and occupants and
Sublessor’s personal property, and in broom clean condition, and otherwise in
the same condition the Subleased Premises are in as of the date of this
Sublease.


(b)           Notwithstanding any
provisions of the Lease or this Sublease to the contrary, neither Landlord nor
Sublessor shall have any obligations to perform any tenant improvements or to
provide Sublessee with any tenant improvement allowance in connection with the
Subleased Premises.


(c)           In the event
Sublessee desires to make alterations and improvements to the Subleased
Premises, Sublessee shall obtain the prior written consent of :  (i) Sublessor, which consent shall not
be unreasonably withheld or delayed by Sublessor; and (ii) Landlord
pursuant to the provisions of the Lease.



 4
 






 



 


10.           Lease.


(a)           Except as may be
inconsistent with the terms hereof, all of the terms, provisions, covenants and
conditions contained in the Lease are incorporated herein by reference and are
made a part of this Sublease with the same force and effect as if Sublessor
were the Landlord under the Lease and Sublessee were the Tenant thereunder from
and after the Sublease Commencement Date, and: 
(i) in case of any breach of this Sublease by Sublessor, Sublessee
shall have all of the rights and remedies against the Sublessor as would be
available to Tenant against Landlord under the Lease if such breach were made
by the Landlord thereunder; and (ii) in case of any breach of this
Sublease by Sublessee, Sublessor shall have all of the rights and remedies
against the Sublessee as would be available to Landlord against Tenant under
the Lease if such breach were made by the Tenant thereunder.  Further, any references in the Lease to the “Premises”
shall mean and be deemed to be references to the “Subleased Premises.”


(b)           Sublessee shall not
do anything which would cause the Lease to be terminated or forfeited, and
Sublessee shall indemnify and hold Sublessor harmless from and against any and
all claims, liabilities, losses, damage, demands, expenses (including without
limitation reasonable attorney’s fees), actions and causes of action of any
kind whatsoever by reason of any breach or default on the part of Sublessee
hereunder by reason of which the Lease may be terminated or forfeited,
including, without limitation, the failure to pay any and all amounts due and
payable by Sublessee under this Sublease, whether characterized as Base Rent,
Additional Rent, or otherwise, on or before the date when due pursuant to the
provisions of this Sublease.


(c)           This Sublease is
separate from and subject and subordinate to the Lease. If the Lease
terminates, this Sublease shall automatically terminate, and Sublessor shall
not be liable to Sublessee for any damages arising out of such termination.


(d)           Sublessee shall have
all of the rights of Sublessor under the Lease with respect to the Subleased
Premises.


(e)           Sublessor agrees to
fulfill all its obligations under the Lease, including the payment of all
amounts due and payable by Sublessor under the Lease, whether characterized as
Basic Rent, Additional Rent, Taxes, or otherwise, on or before the date when
due pursuant to the Lease.  Sublessor
shall not cause a termination of the Lease, nor enter into any agreement that
will modify or amend the Lease so as to adversely affect Sublessee’s right to
use and occupy the Subleased Premises or any other rights of Sublessee under this
Sublease, or increase or adversely affect the obligations of Sublessee under
this Sublease.  Sublessor agrees to
indemnify, defend and hold Sublessee harmless from and against any claim with
respect to matters occurring or arising prior to the Commencement Date from
Sublessor’s use of the Subleased Premises or the conduct of its business or
from any activity, work or thing done, permitted or suffered by Sublessor on or
about the Subleased Premises, and from any claim from injury or damage to any
person or property while on or about the Subleased Premises.  Sublessor shall also indemnify and hold
Sublessee harmless from and against any and all claims, liabilities,



 5
 






 



 


losses,
damage, demands, expenses (including, without limitation, reasonable attorney’s
fees), actions and causes of action of any kind whatsoever by reason of any
breach or default on the part of Sublessor of the terms of the Lease,
including, without limitation, the failure to pay any and all amounts due and
payable by Sublessor under the Lease, whether characterized as Basic Rent,
Additional Rent, or otherwise, on or before the date when due pursuant to the
Lease; provided, however, that if Sublessee fails to pay to Sublessor any and
all amounts due and payable by Sublessee under this Sublease, whether
characterized as Base Rent, Additional Rent, or otherwise, on or before the
date when due hereunder, Sublessee shall thereby forego and waive its right
hereunder with respect to Sublessor’s liability for and indemnification of
Sublessee as to any and all claims, liabilities, losses, damage, demands,
expenses (including, without limitation, reasonable attorney’s fees), actions
and causes of action related thereto.


(f)            Sublessor, as
sublessor under this Sublease, shall have the benefit of all rights, remedies
and limitations of liability enjoyed by Landlord, as the landlord under the
Lease, but (i) Sublessor shall have no obligations under this Sublease to
perform the obligations of Landlord, as landlord under the Lease, including
without limitation any obligation to provide services or maintain insurance;
(ii) Sublessor shall not be bound by any representations or warranties of
the Landlord under the Lease; (iii) in any instance where the consent of
Landlord is required under the terms of the Lease, the consent of Sublessor and
Landlord shall be required; and (iv) Sublessor shall not be liable to
Sublessee for any failure or delay in Landlord’s performance of its
obligations, as landlord under the Lease; provided, however, that whenever
there shall be any right to enforce any rights against Landlord under the Lease
with respect to the Subleased Premises, including without limitation, a default
by Landlord relating to the Subleased Premises, Sublessor shall promptly notify
eSped in writing of such default, and Sublessor shall use reasonable efforts to
efforts to enforce such rights.  If such
a request is made and Sublessor fails to enforce such rights within a
reasonable period of time thereafter, and Landlord fails to cure, then eSped
shall have the right, in its own name, or in Sublessor’s name, to attempt to
enforce any such rights of eSped, at its sole expense.


11.           Assignment and Subletting.   Sublessee shall not directly or indirectly
transfer or assign any of its right, title or interest in and to this Sublease
(whether by operation of law or otherwise) or sublet any portion of the
Subleased Premises without the prior written consent of Landlord and Sublessor,
which consent of Sublessor shall not be unreasonably withheld.


12.           Broker.  Each of the parties hereto represents and
warrants to the other that it has not dealt with any broker in connection with
the negotiation and approval of this Sublease, and each party shall indemnify
and hold harmless the other against any claim for brokerage fees due to such
party’s breach of its representation and warranty under this Section.


13.           Insurance.  Sublessee shall carry such insurance with
respect to the Subleased Premises as is required of Sublessor under the Lease
in the amounts set forth above.  Both
Sublessor and Landlord shall be named as additional insureds on all policies



 6
 






 



 


required to be carried by
Sublessee.  Certificates of Insurance
evidencing Sublessee’s insurance coverage shall be deposited with Sublessor and
Landlord prior to the Commencement Date.


14.           Notices.  All notices required or permitted hereunder
shall be in writing and shall be deemed duly served if and when delivered by
hand or mailed by registered, certified or express mail, postage prepaid,
return receipt requested, and addressed to the applicable notice address set
forth above.


15.           Severability.  If any provision of this Sublease shall to
any extent be determined by any court of competent jurisdiction to be invalid
or unenforceable for any reason, the parties agree to amend this Sublease so as
to effectuate the original intent of Sublessor and Sublessee.


16.           Entire Agreement; Amendment.  This Sublease may not be amended, altered or
modified except by instrument in writing and executed by Sublessor and
Sublessee and approved by Landlord.


17.           Governing Law.  This Sublease shall be given by and construed
in accordance with the laws of the Commonwealth of Massachusetts.


18.           Binder and Inure.  This Sublease shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns.


[Remainder of page
intentionally left blank. Signatures appear on next following page.]



 7
 






 



 


Executed as a sealed instrument, all as of
the day and year first above written.


	
  eSped.com, Inc.

  	
  Omtool, Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ George Dhionis

  	
  By:

  	
  /s/ Daniel A. Coccoluto

  
	
   

  	
  Duly authorized officer

  	
   

  	
  Duly authorized officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  July 28, 2006

  	
  Date:

  	
  July 28, 2006

  



 



 8














 


 


EXHIBIT A


Attached as Exhibit 10.1 to Omtool, Ltd.’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on January 12, 2006.















 


 


EXHIBIT B


Attached hereto.