GLOBAL IMAGING SYSTEMS INC, S-1, 1998-03-17

GLOBAL IMAGING SYSTEMS INC
S-1, 1998-03-17

Previous: AIRXCEL INC, S-4/A, 1998-03-17

Next: LBF CORP, 10KSB, 1998-03-17

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------
FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

---------------
GLOBAL IMAGING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 5995 59-3247652
(State of Incorporation) Primary S.I.C. Code Number) (IRS Employer
--------------- Identification No.)

13902 NORTH DALE MABRY, SUITE 300
TAMPA, FLORIDA 33618
(813) 960-5508
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

---------------
THOMAS S. JOHNSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GLOBAL IMAGING SYSTEMS, INC.
13902 NORTH DALE MABRY, SUITE 300
TAMPA, FLORIDA 33618
(813) 960-5508
(Name, address, including zip code and telephone number, including area code
of agent for service)

---------------
COPIES TO:
ALAN L. DYE, ESQ. WILLIAM J. GRANT, JR. ESQ.
HOGAN & HARTSON L.L.P. WILLKIE FARR & GALLAGHER
555 THIRTEENTH STREET, N.W. 153 EAST 53RD STREET, 45TH FLOOR
WASHINGTON, DC 20004-1109 NEW YORK, NEW YORK 10022
(202) 637-5600 (212) 821-8000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

---------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........ 8,050,000 $16.00 $128,800,000.00 $37,996.00
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(1) Includes 1,050,000 shares that the Underwriters have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR ANY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION--DATED APRIL , 1998

PROSPECTUS
- --------------------------------------------------------------------------------

7,000,000 Shares

GLOBAL IMAGING SYSTEMS, INC.

[LOGO, INCLUDING TEXT: "THINK GLOBALLY, ACT LOCALLY"]

Common Stock

- --------------------------------------------------------------------------------

Of the 7,000,000 shares (the "Shares") of common stock, $.01 par value per
share (the "Common Stock"), offered hereby, 6,700,000 shares are being sold by
Global Imaging Systems, Inc. ("Global" or the "Company") and 300,000 shares are
being sold by certain stockholders of the Company (the "Selling Stockholders").
The Company will not receive any proceeds from the sale of shares by the
Selling Stockholders. See "Principal and Selling Stockholders."

Prior to this offering (the "Offering"), there has been no public market for
the Common Stock. It is currently anticipated that the initial public offering
price will be between $14.00 and $16.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price. The Company intends to apply to have the Common Stock included
for quotation in The Nasdaq Stock Market's National Market (the "Nasdaq
National Market") under the symbol "GISX."

SEE "RISK FACTORS" ON PAGES 7 TO 13 FOR A DISCUSSION OF CERTAIN MATERIAL
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
COMMON STOCK OFFERED HEREBY.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Price Underwriting Proceeds to
to Discounts and Proceeds to Selling
Public Commissions (1) Company (2) Stockholders
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share.................. $ $ $ $
- ------------------------------------------------------------------------------
Total (3).................. $ $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting."
(2) Before deducting expenses payable by the Company estimated to be $2.0
million.
(3) Certain Selling Stockholders have granted the several Underwriters 30-day
over-allotment options to purchase up to 1,050,000 additional shares of
Common Stock on the same terms and conditions as set forth above. If all
such additional shares are purchased by the Underwriters, the total Price
to Public will be $ , the total Underwriting Discounts and Commissions
will be $ , the total Proceeds to Company will be $ and the total
Proceeds to Selling Stockholders will be $ . See "Underwriting."

- --------------------------------------------------------------------------------

The shares of Common Stock are offered by the several Underwriters, subject to
delivery by the Company and the Selling Stockholders and acceptance by the
Underwriters, to prior sale and to withdrawal, cancellation or modification of
the offer without notice. Delivery of the shares of Common Stock to the
Underwriters is expected to be made through the facilities of the Depository
Trust Company, New York, New York on or about May , 1998.

PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
WILLIAM BLAIR & COMPANY
RAYMOND JAMES & ASSOCIATES, INC.
April , 1998
<PAGE>

GLOBAL IMAGING SYSTEMS, INC. [LOGO]

"THINK GLOBALLY, ACT LOCALLY"

[MAP OF UNITED STATES INDICATING COMPANY LOCATIONS]
CORPORATE HEADQUARTERS
CORE COMPANIES
SATELLITE COMPANIES

. Since its founding in June 1994, Global has acquired nine core companies
primarily in the Northeast, Southeast and Pacific Northwest and an
additional 15 satellite companies which have been integrated into the core
companies.
. Global intends to enter new geographic markets by acquiring additional core
companies and expanding its core markets through the acquisition of smaller
companies.
. Global's strategy is to offer the following office imaging solutions:

AUTOMATED OFFICE EQUIPMENT NETWORK INTEGRATION SERVICES

ELECTRONIC PRESENTATION SYSTEMS DOCUMENT IMAGING MANAGEMENT

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING PURCHASES OF THE COMMON STOCK TO STABILIZE ITS MARKET PRICE,
PURCHASES OF THE COMMON STOCK TO COVER SOME OR ALL OF A SHORT POSITION IN THE
COMMON STOCK MAINTAINED BY THE UNDERWRITERS AND THE IMPOSITION OF PENALTY
BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE>

PROSPECTUS SUMMARY

The following information is qualified in its entirety by the more detailed
information and financial statements (including the notes thereto) appearing
elsewhere in this Prospectus. Except as otherwise indicated herein, the
information in this Prospectus (i) assumes that the Underwriters' over-
allotment options will not be exercised, (ii) assumes the redemption by the
Company of all of the outstanding shares of Class A Common Stock of the Company
upon the closing of the Offering in exchange for aggregate payments of
approximately $35,570,000 and the issuance of 1,158,329 shares of Common Stock;
(iii) assumes the reclassification of the Company's Class B Common Stock as
Common Stock, the increase in the authorized shares of Common Stock to
50,000,000 shares, the effecting of a 132-for-1 stock split of the Company's
outstanding Class B Common Stock, and the authorization of 10,000,000 shares of
Preferred Stock pursuant to an amendment to the Company's Amended and Restated
Certificate of Incorporation anticipated to be filed in April 1998, and (iv)
assumes the automatic conversion into Common Stock of all outstanding shares of
Class C Common Stock upon the closing of the Offering. Except where the context
indicates otherwise, all references herein to "Global" or the "Company" refer
to the Company and its direct and indirect subsidiaries.

THE COMPANY

Global Imaging Systems is a leading consolidator in the highly fragmented
office imaging solutions industry. The Company is a rapidly growing provider of
a broad line of office imaging solutions, which includes the sale and service
of automated office equipment (copiers, facsimile machines, printers and
duplicators), electronic presentation systems, and document imaging management
systems ("DIM" systems), as well as network integration and management
services. Since its founding in June 1994, the Company has acquired nine core
companies primarily in the Northeast, Southeast, and Pacific Northwest, and an
additional 15 smaller companies ("satellite" companies) which have been
integrated into the core companies. The Company's operating philosophy is to
"think globally, act locally." Under the Company's decentralized management
system, Global's core companies typically continue to operate under their pre-
acquisition names and with their pre-acquisition management even after being
acquired by Global, thus permitting existing client relationships to be
preserved. The Company believes that its emphasis on superior customer service
and the contractual nature of its service business provide a significant source
of recurring revenue.

Global seeks to become the provider of choice for all of its customers'
office imaging needs by offering a full range of products and services and
superior customer service. While Global's clientele includes large, Fortune 500
companies, its growth has been, and is expected to continue to be, largely
driven by serving middle market businesses. The Company sells and services a
variety of office imaging solutions, including copiers, facsimile machines,
printers, duplicators, LCD projectors, smartboards, overhead projectors, video
teleconferencing equipment, optical scanning equipment, micrographics
equipment, and the design and installation of equipment related to computer
networks. In addition, the Company offers a variety of ongoing services,
including supply and service contracts, network management contracts, technical
support and training.

The Company's strategic objective is to continue to grow profitably in both
existing markets and new markets through internal growth and by acquiring
additional office imaging solutions companies. Global intends to enter new
geographic markets by acquiring additional core companies and expanding its
core markets through the acquisition of satellite companies, which are
typically in close proximity to core companies. Global's strategy for
stimulating internal growth is to expand its product and service offerings,
take advantage of cross-selling opportunities, and market aggressively to
existing and new customers.

3
<PAGE>

competitors in the markets they serve. The Company's goal is to acquire core
and satellite companies throughout the United States and Canada.

The market for sales and service of office imaging solutions is highly
fragmented. Of an estimated 3,700 dealer and distributor outlets in the United
States primarily engaged in the sale of automated office equipment and related
service, parts, and supplies, approximately 3,100 dealer outlets are
unaffiliated, according to Industry Analysts, Inc. According to Dataquest, the
black and white copier and related service and supplies market generated sales
of approximately $20.5 billion in the U.S. in 1996, and is expected to grow to
an estimated $26.4 billion in sales in 2001, while the color copier and related
service and supplies market generated sales of approximately $1.3 billion in
the U.S. in 1996, and is expected to grow to an estimated $4.4 billion in sales
in 2001. The network integration and installation services market generated
sales in the U.S. of approximately $8.6 billion in 1996 and is expected to grow
to approximately $18.6 billion in sales by 2001, according to International
Data Corporation. The markets for electronic presentation systems and DIM
systems generated sales estimated at approximately $719 million and $3.5
billion, respectively, in the U.S. in 1996, and are expected to grow to an
estimated $1.5 billion and $13.2 billion in sales in 2001, according to Pacific
Media Associates and AIIM International, respectively.

STRATEGY

The Company's goal is to become the provider of choice for all of its
customers' office imaging needs by offering a full range of products and
services and superior customer service. The Company's strategy to achieve this
goal contains the following elements:

Serve as a Single Source Provider of Office Imaging Solutions. The Company
believes that offering a full spectrum of products and services will give it a
competitive advantage and enable the Company to capitalize on its customer
relationships by cross-selling its products and services. As the technology
that drives copiers, facsimiles, printers, electronic presentation equipment
and DIM equipment continues to converge, there is a greater role for computers
and networks in the functioning of these products. Accordingly, customers are
demanding more integrated office imaging solutions. The Company intends to
expand its offerings to provide products and services in the automated office
equipment market, the electronic presentation systems market, the DIM systems
market and the network integration markets in each of its geographic markets.

A key component of the Company's growth strategy is to acquire satellite
companies in or near its core companies' markets. Core company management
frequently assists Global in identifying appropriate satellite companies to
acquire. In evaluating potential satellite acquisitions the Company considers,
among other factors, its proximity to a core company, whether the product lines
sold by the satellite are complementary with those of the core company, and the
service base that the potential satellite company has under service contract.

Stimulate Internal Growth. The Company seeks to stimulate internal growth in
its core companies by increasing the productivity of their sales forces through
the use of performance benchmarks developed by the Company, expanding product
and service offerings, increasing the size of its core companies' sales forces
and aggressively cross-selling its products and services.

4
<PAGE>

the Company and local management to monitor and improve the operations of each
core company. Through the use of these benchmark criteria, Global seeks to
train the managers of its core and satellite companies to optimize their
business mix and improve performance.

Global works to reduce costs by consolidating the back-office functions of
its satellite acquisitions into the core operations, enabling its core
companies to decrease technician driving time and increase the productivity of
sales personnel and administrators. Global also reduces costs through the
standardization of financial reporting, cash and inventory management, payroll,
billing, collections, insurance and employee benefit programs, and by
negotiating advantageous relationships with equipment manufacturers, other
suppliers and lessors.

Operate with a Decentralized Management Structure. Global vests
responsibility for day-to-day operating decisions at the core company level.
The Company believes that this decentralized approach permits local management
to maintain focus and motivation and provides optimal customer support. Local
management is supported by a senior management team that focuses on the
Company's growth strategy as well as corporate planning and financial reporting
and analysis.

The Company's executive offices are located at 13902 North Dale Mabry, Suite
300, Tampa, Florida 33618, and its telephone number is (813) 960-5508. The
Company was incorporated in Delaware in June 1994.

THE OFFERING

<TABLE>
<C> <S>
Common Stock Offered by the Company................ 6,700,000 shares
Common Stock Offered by the Selling Stockholders... 300,000 shares
Common Stock to be Outstanding after the Offering.. 18,283,639 shares (1)
Use of Proceeds by the Company..................... To repay existing
indebtedness and to pay
the cash portion of the
redemption price of all of
the outstanding shares of
the Company's Class A
Common Stock. See "Use of
Proceeds."
Proposed Nasdaq National Market symbol............. GISX
</TABLE>
- --------
(1) Includes 86,276 shares of Common Stock expected to be sold prior to the
closing of the Offering pursuant to pre-existing contractual obligations.
Does not include (i) up to 1,050,000 shares of Common Stock that may be
sold by the Selling Stockholders pursuant to the Underwriters' over-
allotment options and (ii) an aggregate of 1,800,000 shares reserved for
grants or purchases under the Company's Stock Option and Restricted Stock
Plan, including shares of Common Stock issuable upon the exercise of
options that will become outstanding upon the closing of the Offering at an
exercise price equal to the initial public offering price. See
"Management--Stock Option and Restricted Stock Plan."

RISK FACTORS

Investors should consider the risk factors involved in connection with an
investment in the Common Stock and the impact to investors from various events
that could adversely affect the Company's business. See "Risk Factors."

5
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL AND PRO FORMA INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
INCEPTION MARCH 31, DECEMBER 31,
(JUNE 3, 1994) --------------------------- ------------------------------
TO MARCH 31, PRO FORMA (UNAUDITED) PRO FORMA
1995 1996 1997 1997 (1) 1996 1997 1997 (2)
-------------- ------- ------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Total revenues.......... $10,276 $36,966 $64,093 $196,843 $44,114 $110,030 $159,391
Total costs and
operating expenses..... 10,530 34,842 58,774 183,333 40,397 99,958 146,364
------- ------- ------- -------- ------- -------- --------
Income (loss) from
operations............. (254) 2,124 5,319 13,510 3,717 10,072 13,027
Net income (loss)....... $ (629) $ (192) $ 1,123 $ 1,908 $ 734 $ 2,789 $ 2,943
======= ======= ======= ======== ======= ======== ========
Net income (loss)
available to holders of
Common Stock (3)....... $ (819) $(1,215) $ (279) $ (537) $ (295) $ 1,440 $ 1,099
======= ======= ======= ======== ======= ======== ========
Earnings (loss) per
common share (basic and
diluted) (3)........... $ (0.13) $ (0.13) $ (0.03) $ (0.05) $ (0.03) $ 0.13 $ 0.09
======= ======= ======= ======== ======= ======== ========
Weighted average number
of shares (basic and
diluted) (4)........... 6,489 9,176 9,887 11,584 9,768 10,767 11,584
======= ======= ======= ======== ======= ======== ========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------
PRO PRO FORMA
ACTUAL FORMA (5) AS ADJUSTED (6)
-------- --------- ---------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................ $ 22,205 $ 24,539 $ 24,293
Total assets............................... 155,913 164,199 163,955
Long-term debt, including current
maturities................................ 92,609 98,209 42,083
Total stockholders' equity................. 35,215 36,834 92,816
</TABLE>
- --------
(1) Gives effect to the Company's acquisitions of four companies during fiscal
1997 and the Company's acquisition of 11 companies during fiscal 1998 as if
they had been completed on April 1, 1996. See "Selected Pro Forma Financial
Data."
(2) Gives effect to the Company's acquisitions of 10 companies during the nine
months ended December 31, 1997 plus the acquisition of an additional
company completed in February 1998 as if they had occurred on April 1,
1997. See "Selected Pro Forma Financial Data."
(3) Reflects adjustments for amounts payable to holders of Class A Common Stock
upon the occurrence of certain events, including an initial public
offering.
(4) Assumes (i) the issuance of certain shares of Common Stock issuable
pursuant to contractual arrangements, (ii) the conversion of the
outstanding shares of Class C Common Stock into Common Stock and (iii) the
conversion of all outstanding shares of Class A Common Stock into 1,158,329
shares of Common Stock. See also, "Selected Pro Forma Financial Data."
(5) Gives effect to the acquisition of one company completed in February 1998
as if such acquisition had been completed on December 31, 1997. See
"Selected Pro Forma Financial Data."
(6) Gives effect to the Offering and the application of the estimated net
proceeds therefrom. See "Selected Pro Forma Financial Data" and "Use of
Proceeds."

6
<PAGE>

RISK FACTORS

An investment in the Shares involves a high degree of risk. Prospective
investors should carefully consider the following risk factors, in addition to
the other information contained elsewhere in this Prospectus, in evaluating an
investment in the Common Stock offered hereby.

When used in this Prospectus, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking statements regarding
events, conditions and financial trends that may affect the Company's future
plans or operations, business strategy, results of operations and financial
position. Prospective investors are cautioned that any forward-looking
statements are not guarantees of future performance and are subject to risks
and uncertainties and that actual results may differ materially from those
included within the forward-looking statements as a result of various factors.
Factors that could cause or contribute to such differences include, but are
not limited to, those described below, under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this Prospectus.

NEED FOR SUBSTANTIAL ADDITIONAL FUNDS; HIGHLY LEVERAGED CAPITAL
STRUCTURE. The Company's acquisitions have primarily been and are expected to
be financed through a combination of equity capital, bank indebtedness and
cash generated from operations. In connection with future acquisitions, the
Company intends to incur indebtedness, which may be substantial in relation to
its equity capital, as well as to use its Common Stock for a portion of the
consideration. The extent to which the Company will be able or willing to use
its Common Stock for this purpose will depend on its market value from time to
time and the willingness of potential acquisition candidates to accept Common
Stock as part of the consideration for the sale of their companies. To the
extent the Company does not use Common Stock to make future acquisitions, the
Company will be required to use more of its cash resources, if available, or
to obtain debt or equity financing to continue its acquisition program. There
can be no assurance that the Company will be able to obtain such financing or
that, if available, it will be available on terms the Company deems
acceptable. As a result, the Company might be unable to maintain its
acquisition strategy, which may have a material adverse effect on the business
or future prospects of the Company. Moreover, as a result of financing
acquisitions with debt, the ratio of the Company's total liabilities to net
worth may be substantial. In addition to funding future acquisitions, the
Company requires a substantial amount of funds for debt service and to meet
its working capital and capital expenditure needs, and it is possible that
funds generated by operations and borrowings under available credit
arrangements may be insufficient to fund the Company's cash requirements. In
such event, the Company might need to obtain additional debt or equity
financing. In view of the Company's potentially leveraged position, the
restrictive covenants customarily contained in credit facilities for similar
companies, and the likelihood that substantially all of the assets of the
Company would be pledged to the Company's senior lenders under such a credit
facility, the Company may not be able to obtain such additional financing or
equity on favorable terms, if at all. Because of its potentially leveraged
condition, the Company may be particularly vulnerable to adverse changes in
the financial markets or downturns in its business or in general economic
conditions. See "Use of Proceeds" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

EXPANSION THROUGH ACQUISITIONS. A principal element of the Company's
strategy is to expand into additional geographic markets and increase its
product and service offerings through acquisitions. The Company's ability to
expand is dependent upon identifying, acquiring and integrating companies that
meet its acquisition criteria. Because of industry consolidation, the Company
faces strong competition in acquiring companies and frequently competes for
acquisitions with companies that have greater resources. In many instances,
the Company must obtain the consent of manufacturers or other third parties in
connection with its acquisitions. The Company's current credit facility, for
example, requires the Company to obtain approval from its lender prior to the
consummation of any acquisition. There can be no assurance that suitable
acquisition candidates will continue to be available to the Company, that the
Company will successfully identify such candidates, that the Company will be
able to obtain any required consents or that the Company will be able to
acquire such companies at favorable prices. In addition, although the Company
conducts due diligence and

7
<PAGE>

generally requires representations, warranties and indemnifications from the
former owners of acquired companies, there can be no assurance that such
owners will have accurately represented the financial and operating conditions
of their companies or will be able to meet any indemnification obligations
that arise. Any unforeseen liabilities or inaccuracies with respect to its
acquired companies could have a material adverse effect on the Company. In
addition, the Company's acquisition strategy places significant demands on the
Company's resources, especially on the time and attention of its senior
management, and will require the Company to identify, hire and integrate
additional managers. There can be no assurance that the Company's management
and financial reporting systems, procedures and controls will be adequate to
support the Company as it continues to expand, or that the Company will
successfully identify, hire and integrate additional managers. See "Business--
Business Strategy." Finally, as a result of its acquisitions, which are
accounted for using the purchase method of accounting, the Company has
incurred and expects to continue to incur significant amortization charges
resulting from the excess of the purchase price paid over the fair value of
the net assets of the companies acquired. These current and future
amortization charges have and will continue to have a material adverse effect
on the Company's results of operations over the foreseeable future. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations."

RISKS OF INTEGRATION. The successful integration of companies acquired by
the Company depends on a number of factors, including the Company's ability to
transition acquired companies to the Company's management information systems,
the ability of the Company's core acquisitions to integrate satellite
acquisitions effectively, and the Company's ability to improve profitability
at the companies it acquires. There can be no assurance that the Company will
be able to integrate acquired companies without substantial costs, delays or
other operational or financial problems, that the Company will be able to
achieve expected economies of scale or that such companies, once integrated,
will ultimately generate sufficient revenues to justify the Company's
investment.

LIMITED COMBINED OPERATING HISTORY. Although a number of the companies
acquired by the Company have been in operation for some time, the Company
itself has a limited history of operations and profitability. Consequently,
the historical and pro forma information herein may not be indicative of the
Company's financial condition and future performance. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" and "Business."

ENTRY INTO NEW MARKETS THROUGH ACQUISITIONS. A key element of the Company's
expansion strategy is to acquire companies in each of its core markets that
are engaged in the sale and service of electronic presentation systems and DIM
systems, and in network integration and facilities management services. This
strategy requires the Company to acquire companies in product and service
segments in which the Company has limited or no operating experience. The
Company's ability to enter these markets successfully depends on its ability
to identify, acquire and integrate appropriate companies and to adapt to the
varying conditions in each of these markets. For example, the Company's
success in the facilities management market depends on the Company being able
to operate profitably a primarily labor-intensive business. Any acquisitions
of companies in these markets that are not good acquisition candidates, or
that the Company is not ready or able to integrate and operate profitably,
could have a material adverse effect on the Company. There can be no assurance
that the Company will succeed in identifying, acquiring, integrating and
operating successful companies in these new markets. See "Business--Business
Strategy."

DEPENDENCE ON SUPPLIERS. The Company derives a majority of its revenues from
the sale of equipment and from service and supply contracts for such
equipment. Accordingly, the Company's success depends on its access to
reliable sources of equipment, parts and supplies at competitive prices. The
Company's automated office equipment dealers sell copiers primarily from Canon
Inc. ("Canon"), Konica Business Technologies, Inc. ("Konica"), Mita Copystar
America ("Mita"), Ricoh Corporation ("Ricoh"), Savin Corporation ("Savin") and
Sharp Electronics Corporation ("Sharp") and facsimile machines primarily from
Muratec America, Inc. ("Muratec"), Panasonic Communications and Systems
Company Division of Matsushita Electric Corp. of America ("Panasonic") and
Savin. The Company's network integrators sell systems primarily from Compaq
Computer Corporation ("Compaq"), Hewlett-Packard Company ("Hewlett Packard"),
International Business

8
<PAGE>

Machines Corporation ("IBM"), Microsoft Corporation ("Microsoft"), Novell,
Inc. ("Novell") and Tektronix, Inc. ("Tektronix"). The Company's DIM systems
dealer sells equipment primarily from Westbrook Technologies, Inc. ("Westbrook
Technologies") and the Company's electronic presentation systems dealer sells
systems primarily from Epson America, Inc. ("Epson"), In Focus Systems, Inc.
("InFocus"), Intel Corporation ("Intel"), Lightware, Inc. ("Lightware"), nVIEW
Corporation ("nVIEW"), Proxima Corporation ("Proxima") and Sharp. The
Company's agreements with its suppliers generally permit the Company to sell
particular products on a nonexclusive basis in particular geographic areas,
have a one-year renewable term and may be terminated or not renewed by the
supplier on 30 days notice in the event that the Company does not meet minimum
purchase quotas or certain other requirements or immediately upon notice under
certain circumstances. There can be no assurance that the Company's suppliers
will continue to be willing to sell their products to the Company, or that
they will do so at competitive prices. For example, the Company believes that
Sharp, InFocus and Proxima plan to use only 12 to 15 distributors nationwide
by the year 2000. There can be no assurance that the Company will be chosen by
these or other suppliers to distribute their products. The Company's inability
to obtain equipment, parts or supplies from any of its suppliers could have a
material adverse effect on the Company's business. There can also be no
assurance that consumer preferences will not shift to products manufactured by
competitors of the Company's suppliers. Finally, there can be no assurance
that other factors, including reduced access to credit resulting from economic
conditions in Asia, will not impair the ability of the Company's suppliers to
provide products in a timely manner or at competitive prices. See "Business--
Suppliers."

NEED TO ATTRACT AND RETAIN SKILLED EMPLOYEES. Global's success is largely
dependent on its ability to attract, motivate and retain skilled employees.
Many of the markets in which the Company operates are experiencing low levels
of unemployment. As a result, the Company faces competition in hiring and
retaining skilled employees, particularly sales personnel, systems integration
professionals and service technicians. The Company's ability to fulfill its
service contracts and enter into new ones depends on the availability of
qualified service technicians. The Company's ability to generate both sales
and service revenues depends on the efforts of its sales personnel. The
inability of the Company to attract and retain skilled employees could have a
material adverse effect on the Company. There can be no assurance that the
Company will be successful in attracting new employees or retaining its
current or future employees.

DEPENDENCE ON KEY PERSONNEL. The success of Global is substantially
dependent on the efforts of its senior management and the managers of each of
the Company's acquired companies. The loss or interruption of the services of
these or other key members of management could have a material adverse effect
upon Global's results of operations and financial condition. In addition,
there can be no assurance that the managers of current or future acquired
companies will continue to be as motivated to work for Global as they were
prior to selling their companies.

COMPETITION. The Company operates in highly competitive markets. The Company
faces competition in the automated office equipment market, the electronic
presentation systems market and the DIM systems market from large dealers like
Danka and IKON, independent dealers, and manufacturers' sales and service
divisions, including Canon, Eastman Kodak Company ("Kodak"), Konica, Minolta
Co., Ltd. ("Minolta"), Pitney Bowes, Inc. ("Pitney Bowes"), Wang Laboratories,
Inc. ("Wang") and Xerox Corporation ("Xerox") as well as office superstores
and consumer electronics chains. In the network integration services market,
the Company competes with large companies such as Ameridata Technologies, Inc.
("AmeriData") and GE Capital Consulting ("GE Capital"), both of which are
business units of General Electric Company, Inacom Corp. ("Inacom") and
Vanstar Corporation ("Vanstar"), as well as a large number of smaller
competitors with regional or local operations and the in-house capabilities of
its customers. Competition from large, nationwide competitors is likely to
increase (i) as the Company seeks to attract additional customers and expand
its markets geographically and with respect to product and service offerings
and (ii) as each of the automated office equipment, electronic presentation
systems, DIM systems and network integration services markets experiences
increased consolidation. In addition, as digital and other new technology
develops, the Company may find itself competing with new distribution
channels, including computer distributors and value added resellers, for
products containing new technology.

9
<PAGE>

Some competitors have greater financial and personnel resources than the
Company. There can be no assurance that in the future the Company will be able
to compete favorably with all or any of its current or future competitors. The
Company also competes for acquisition candidates in the office imaging
solutions industry. See "Business--Competition."

TECHNOLOGICAL DEVELOPMENTS. The office imaging solutions industry is
undergoing an evolution in product, moving toward digital technology in a
multi-functional office environment. The Company's success will partly depend
on its ability to respond to this rapidly changing environment. There can be
no assurance that the Company will be able to anticipate which products or
technologies will gain market acceptance or that, even if the Company does
correctly anticipate market demand, the Company's suppliers will be willing or
able to supply such products to the Company at competitive prices. Further,
there can be no assurance the Company will be able to obtain any
manufacturer's authorization necessary to market any newly developed
equipment. Additionally, new products containing new technology may be sold
through other channels of distribution. While it is possible that
technological advancements, including the lowered per unit cost that often
accompanies technological improvements, may enhance unit sales, this trend may
reduce the Company's sales revenues, and reliability improvements may result
in reduced service revenues. The Company will also incur increased expenses
for the training of its sales and service personnel to familiarize them with
such new technologies. See "Business--The Industry--Consolidation--
Technological Change."

EFFECT OF POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company
may experience significant quarter to quarter fluctuations in its results of
operations. Quarterly results of operations may fluctuate as a result of a
variety of factors including, but not limited to, the timing of the
acquisition and integration of acquired companies, the demand for the
Company's products and services, the timing and introduction of new products
and services by the Company, its suppliers, or the Company's or its suppliers'
competitors, the market acceptance of new products and services, competitive
conditions in the office imaging solutions industry and general economic
conditions. As a result, the Company believes that period to period
comparisons of its results of operations are not necessarily meaningful or
indicative of the results that the Company may achieve in any subsequent
quarter or full year. Such quarterly fluctuations may result in volatility in
the market price of the Common Stock, and it is possible that in future
quarters the Company's results of operations could be below the expectations
of the public market. Such an event could have a material adverse effect on
the market price of the Common Stock of the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Quarterly Results of Operations."

CREDIT FACILITY PREPAYMENT FEE. The Company intends to replace its existing
credit facility by paying it off with a combination of proceeds from the
Offering and with the proceeds from a replacement credit facility it expects
to obtain after the closing of the Offering. Under the Company's agreement
with its current lender, following the Offering and the partial repayment of
the term loan outstanding under the Credit Facility as described in "Use of
Proceeds," the Company has the right to prepay the entire amount due under its
existing credit facility within sixty days of the closing of the Offering
provided that it pays a prepayment fee of $250,000. There can be no assurance
that the Company will be able to obtain a replacement credit facility within
sixty days of the closing of the Offering, or at all. If the Company fails to
prepay the entire amount due within sixty days of the closing of the Offering,
the Company will be subject to a prepayment fee of 4.0% (declining to 3.0%,
2.0% and 1.0% on August 14, 1998, 1999 and 2000, respectively) of the amounts
then outstanding under the term loan component of its credit facility in
connection with any prepayment or partial prepayment of the loan. At December
31, 1997, approximately $92.3 million was due under the term loan. If the
Company does replace its existing credit facility, unamortized financing fees
incurred in conjunction with obtaining the facility will be written off upon
payment of the facility. The balance of such unamortized fees at December 31,
1997 was $3.0 million. The prepayment penalty and the unamortized financing
fee write-off are expected to occur during the quarter ending June 30, 1998.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Liquidity and Capital Resources."

DEPENDENCE ON KEY MARKETS. A significant portion of the Company's revenues
and profitability are attributable to sales and service in the Northeast
market and the Southeast market, which accounted for 31% and

10
<PAGE>

50% of the Company's revenues, respectively, on a pro forma basis for the nine
months ended December 31, 1997. Accordingly, the Company's results of
operations may be significantly affected by fluctuations in the general
economic and business cycles in these markets. The Company's reliance on these
markets makes it susceptible to risks that it would not otherwise be exposed
to if it operated in a more geographically diverse market. The Company
believes that it will be susceptible to geographic concentration risks for the
foreseeable future.

YEAR 2000 SOFTWARE ISSUE. The Company uses a number of computer software
programs and operating systems in its operations, including applications used
in sales and marketing, billing, inventory management and other administrative
functions. To the extent that the software applications used in such functions
and communications are unable to recognize the year 2000, the Company may
incur expenses in connection with the need to remediate such software and also
the risk and potential expense of any disruptions that may be caused by the
software's impaired functioning as the year 2000 approaches. The Company
believes that the manufacturers of the software applications it uses most
frequently, including its systems software and its word-processing and
spreadsheet software, are in the process of preparing or have already
completed Year 2000 remediations for their products. There can be no
assurance, however, that such remediation efforts have been or will be
successful. In addition, the Company communicates electronically with a number
of its customers and suppliers with respect to a variety of functions,
including ordering, billing and payroll. Any failure of the software of the
Company's suppliers or customers to address the Year 2000 issue could impair
the Company's ability to perform such functions. The Company is analyzing the
potential impact of the Year 2000 issue on the Company's software and on the
Company's interactions with its suppliers and customers. There can be no
assurance that the remediation costs and potential disruptions to the
Company's operations would not have a material adverse effect on the Company's
business, financial condition or results of operations.

RISK OF NON-PROPRIETARY CHARACTER OF GLOBAL'S INDUSTRY MANAGEMENT MODEL. The
industry management model developed by Global has been described in various
public forums, including industry seminars and publications, and has been made
available to a number of companies, including former consulting clients of
Global's President. Although the Company believes the application of the
industry management model requires a high degree of experience and skill,
there can be no assurance that other office imaging solutions companies will
not be able to replicate the Company's industry management model or implement
it more effectively than the Company or at a lower cost.

CONTROL BY OFFICERS, DIRECTORS AND SIGNIFICANT STOCKHOLDERS. Upon completion
of this Offering, the Company's executive officers and directors and their
affiliates will beneficially own 51.0% of the Company's Common Stock, and
Golder, Thoma, Cressey, Rauner Inc. ("GTCR"), through its affiliation with
Golder, Thoma, Cressey, Rauner Fund IV Limited Partnership ("GTCR IV"), will
beneficially own 37.6% of the Company's Common Stock. Accordingly, the
Company's executive officers and directors and their affiliates, particularly
GTCR, will be able to influence the election of directors and corporate
actions requiring stockholder approval. Such concentration of ownership could
limit the price that certain investors might be willing to pay in the future
for shares of Common Stock, and could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
attempting to acquire, control of the Company. See "Principal and Selling
Stockholders" and "Certain Transactions."

BENEFITS OF THE OFFERING TO EXISTING STOCKHOLDERS. The Selling Stockholders
and other current stockholders will significantly benefit from this Offering.
Certain of the existing stockholders will be entitled to receive proceeds in
an aggregate amount of approximately $35,570,000 from the Offering as a result
of the redemption of shares of Class A Common Stock they hold and will realize
significant gains. GTCR and Jackson National Life Insurance Company ("JNL"),
both of whom hold in excess of five percent of the Company's stock, as well as
Thomas Johnson, the Company's President and Chief Executive Officer and a
director of the Company and L. Neal Berney, also a director of the Company,
will receive approximately $23,191,000, $3,833,000, $572,000 and $225,000,
respectively, in partial payment for the redemption of the shares of Class A
Common Stock held by them. In addition, the Selling Stockholders will receive
an estimated $4,185,000 ($18,832,500 if the Underwriters' over-allotment
options are exercised in full) in net proceeds from the Offering,

11
<PAGE>

based on an assumed initial public offering price of $15.00 per share. See
"Use of Proceeds," "Certain Transactions" and "Principal and Selling
Stockholders." It is anticipated that the Offering will create a public market
for the Company's Common Stock, thus allowing existing stockholders to sell
stock in the public market from time to time pursuant to Rule 144, other
exemptions from registration or pursuant to subsequently filed registrations
statements, subject to lock-up agreements entered into in connection with the
Offering. See "Shares Eligible for Future Sale."

ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS. The Company's
Certificate of Incorporation and Bylaws, as well as Delaware corporate law,
contain certain provisions that could have the effect of delaying, deferring
or preventing a change in control of the Company. These provisions could limit
the price that certain investors might be willing to pay in the future for
shares of the Common Stock. Certain of such provisions allow the Company to
issue without stockholder approval preferred stock having rights senior to
those of the Common Stock. Other provisions impose various procedural and
other requirements that could make it difficult for stockholders to effect
certain corporate actions. See "Description of Capital Stock--Delaware Law and
Certain Charter, Bylaw and Other Provisions" and "Description of Capital
Stock--Preferred Stock."

DILUTION. Purchasers of the Common Stock offered hereby will experience an
immediate and substantial dilution in the pro forma net tangible book value of
their Common Stock from the initial public offering price of $15.29 per share
(based on an assumed initial public offering price of $15.00 per share). No
assurance can be given that the Company's stockholders will not in the future
suffer significant dilution. Global intends to make a substantial number of
future acquisitions. If these potential acquisitions are consummated, some or
all of the purchase price may be paid with Common Stock or other equity
securities of the Company. In the event that additional equity is issued in
connection with acquisitions, the Company's stockholders may suffer dilution.
See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. Sales of substantial
amounts of Common Stock in the public market following this Offering could
adversely affect the prevailing market price of the Common Stock and the
Company's ability to raise capital in the future. Upon completion of this
Offering, the Company will have a total of 18,283,639 shares of Common Stock
outstanding, of which the 7,000,000 shares offered hereby (8,050,000 shares if
the Underwriters' over-allotment options are exercised in full) will be freely
tradeable without restriction under the Securities Act, by persons other than
"affiliates" of the Company, as defined under the Securities Act. The
remaining 11,283,639 shares of Common Stock outstanding (10,233,639 shares of
Common Stock if the Underwriters' over-allotment options are exercised in
full) are "restricted securities" as that term is defined by Rule 144
promulgated under the Securities Act (the "Restricted Shares"). Of the
Restricted Shares, approximately 10,648,226 shares will become eligible for
sale 90 days after completion of the Offering, subject in some cases to
certain volume restrictions and other conditions imposed under Rules 144 and
701. The remaining approximately 635,413 shares will be eligible for sale upon
the expiration of their respective holding periods as set forth in Rule 144.
The Company, its executive officers and directors, the Selling Stockholders
and certain other stockholders have agreed that, subject to certain
exceptions, they will not, without the prior written consent of Prudential
Securities Incorporated, on behalf of the Underwriters, directly or
indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase or otherwise sell or dispose (or announce any offer, sale,
offer of sale, contract of sale, pledge, grant of any option to purchase or
other sale or disposition) of any shares of Common Stock or any other
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock or other similar securities of the Company for a period of 180
days from the date of this Prospectus. After such 180-day period, this
restriction will expire and shares permitted to be sold under Rule 144 would
be eligible for sale, provided that the Company shall have been subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, for
at least 90 days and the relevant holding period under Rule 144 shall have
expired. Prudential Securities Incorporated may, in its sole discretion, at
any time and without prior notice, release all or any portion of the shares of
Common Stock subject to such agreements.

Following the date of this Prospectus, the Company intends to register on
one or more registration statements on Form S-8 1,800,000 shares of Common
Stock issuable under its 1998 Stock Option and Restricted

12
<PAGE>

Stock Plan (the "Stock Plan"). Of the 1,800,000 shares issuable under the
Stock Plan, no shares were subject to outstanding options as of February 28,
1998, and no shares will be issuable pursuant to any options granted under the
Stock Plan prior to 180 days following the date of this Prospectus. See
"Management--Stock Option and Restricted Stock Plan" and "Shares Eligible for
Future Sale."

The holders of approximately 11,283,639 shares of Common Stock (10,233,639
shares of Common Stock if the Underwriters' over-allotment options are
exercised in full) are entitled to certain registration rights with respect to
such shares. If such holders, by exercising their registration rights, cause a
large number of shares to be registered and sold in the public market, such
sales could have an adverse effect on the market price of the Company's Common
Stock. See "Description of Capital Stock--Registration Rights" and "Shares
Eligible for Future Sale." In addition, if the Company is required, pursuant
to piggy-back registration rights, to include shares held by such persons in a
registration statement which the Company files to raise additional capital,
the inclusion of such shares could have an adverse effect on the Company's
ability to raise needed capital. The registration rights require the Company
to refrain from filing most types of registration statements within 90 days
after registering its stockholders shares. This restriction could also have an
adverse effect on the Company's ability to raise needed capital.

NO DIVIDENDS. The Company has not declared or paid cash dividends on its
Common Stock and does not expect to do so in the foreseeable future. Moreover,
the Company is restricted under the terms of its credit facility from
declaring or paying dividends to its stockholders. See "Dividend Policy" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

NO PRIOR PUBLIC MARKET; POSSIBLE STOCK PRICE VOLATILITY. Prior to this
Offering there has been no public market for the Common Stock, and there can
be no assurance an active public market for the Common Stock will develop or,
if developed, be sustained. The initial public offering price will be
determined through negotiations among the Company, the Selling Stockholders
and the Representatives of the Underwriters based on several factors that may
not be indicative of future market prices. See "Underwriting" for a discussion
of the factors to be considered in determining the initial public offering
price. The trading price of the Common Stock and the price at which the
Company may sell securities in the future may be subject to wide fluctuations
in response to fluctuations in competitors' stock prices, general trends in
the office imaging industry, changes in earnings estimates by analysts,
fluctuations in quarterly results of operations, general market conditions,
the Company's liquidity or ability to raise additional funds, and other
factors or events. In addition, the stock market has experienced extreme
fluctuations in price and volume. This volatility has significantly affected
the market prices of securities for reasons frequently unrelated to or
disproportionate to the operating performance of the specific companies. These
market fluctuations as well as general fluctuations in the stock markets may
adversely affect the market price of the Common Stock.

13
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from this Offering are estimated to be
$91,465,000 assuming an initial public offering price of $15.00 per share (the
mid-point of the range set forth on the cover of this Prospectus) and after
deducting underwriting discounts and commissions and estimated Offering
expenses payable by the Company.

The Company intends to use approximately $55,895,000 of the estimated net
proceeds for the repayment of amounts due to Jackson National Life Insurance
Company pursuant to the Company's credit facility (the "Credit Facility") and
$35,570,000 of the estimated net proceeds for the cash portion of the
redemption price of all of the outstanding shares of the Company's Class A
Common Stock. The amounts borrowed under the Credit Facility, which bear
interest at 3.25% over LIBOR and are payable in installments over the life of
the Credit Facility (which becomes due and payable on August 14, 2004), were
used to fund the purchase price of businesses acquired by the Company.

The Company does not currently have any agreements, arrangements or
understandings with respect to any future acquisitions other than as described
in this Prospectus, and no portion of the net proceeds has been allocated for
any specific acquisition. Pending their use as described in this Prospectus,
the net proceeds of the Offering will be invested in short-term, interest-
bearing, investment-grade securities or guaranteed obligations of the United
States government. The Company will not receive any proceeds from the sale of
shares of Common Stock by the Selling Stockholders. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" and "Principal and Selling Stockholders."

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its Common
Stock and does not anticipate declaring or paying cash dividends in the
foreseeable future. It is the present policy of the Company's Board of
Directors to retain earnings, if any, to finance the development of the
Company's business. Moreover, the Company is restricted under the terms of its
credit facility from declaring or paying dividends to its stockholders. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

14
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1997: (i) on an actual basis as adjusted for a 132-for-1 stock
split of the Company's Common Stock, the reclassification of the Company's
Class B Common Stock as "Common Stock", increases in the authorized number of
shares of Common Stock and the authorized number of shares of Class C Common
Stock and the authorization of 10,000,000 shares of Preferred Stock expected
to occur in April 1998; (ii) on a pro forma basis to give effect to the
Company's acquisition of one company after December 31, 1997 and the sale and
issuance of 129,599 shares of Common Stock and 7,020 shares of Class A Common
Stock in January 1998 in connection with such acquisition for a per share
purchase price of $0.13 and $90.00, respectively; and (iii) on a pro forma as
adjusted basis to give effect to the sale by the Company of the 6,700,000
shares offered hereby at an assumed initial public offering price of $15.00
per share (the mid-point of the range set forth on the cover of this
Prospectus) and the application of the estimated net proceeds therefrom as
described under "Use of Proceeds," the issuance of an aggregate of 86,276
shares of Common Stock at a purchase price of $0.07 per share pursuant to pre-
existing contractual obligations, the redemption of all of the outstanding
shares of Class A Common Stock upon the completion of the Offering in exchange
for aggregate payments of approximately $35,570,000 and the issuance of
1,158,329 shares of Common Stock and the conversion of all of the outstanding
shares of Class C Common Stock upon the completion of the Offering into an
equal number of shares of Common Stock. This table is qualified in its
entirety by, and should be read in conjunction with, the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
--------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term debt, including current maturities... $ 92,609 $ 98,209 $ 42,083
Stockholders' equity:
Common Stock, $.01 par value: 50,000,000
shares authorized; 9,314,839 shares issued
and outstanding, actual; 9,444,438 shares
issued and outstanding, pro forma;
18,283,639 shares issued and outstanding,
pro forma as adjusted (1)................... 93 94 183
Preferred Stock, $.01 par value: 10,000,000
shares authorized; no shares issued and
outstanding, actual, pro forma, and as
adjusted.................................... -- -- --
Class A Common Stock, $.01 par value:
10,000,000 shares authorized; 332,925.071
shares issued and outstanding, actual;
339,945.071 shares issued and outstanding,
pro forma; no shares issued and outstanding,
pro forma as adjusted....................... 3 3 --
Class C Common Stock, $.01 par value: 900,000
shares authorized; 894,596 shares issued and
outstanding, actual; 894,596 shares issued
and outstanding, pro forma; no shares issued
and outstanding, pro forma as adjusted...... 9 9 --
Additional paid-in capital................... 32,291 33,910 94,843
Retained earnings (deficit).................. 3,091 3,091 (1,937)
Stockholder receivables...................... (273) (273) (273)
-------- -------- --------
Total stockholders' equity................. 35,214 36,834 92,816
-------- -------- --------
Total capitalization..................... $127,823 $135,043 $134,899
======== ======== ========
</TABLE>
- --------
(1) Excludes shares of Common Stock issuable upon the exercise of options
that will become outstanding upon the closing of the Offering at an
exercise price equal to the initial public offering price.

15
<PAGE>

DILUTION

Purchasers of the Common Stock offered hereby will experience an immediate
and substantial dilution in the pro forma net tangible book value of their
Common Stock from the initial public offering price. The Company's pro forma
net tangible book value at December 31, 1997 attributable to Common Stock was
$(96,761,000), or $(8.35) per share. Pro forma net tangible book value per
share represents the Company's pro forma tangible net worth attributable to
Common Stock (net tangible assets less total liabilities and equity
attributable to the Class A Common Stock) divided by the number of shares of
Common Stock outstanding, as adjusted for (i) the sale and issuance of 129,599
shares of Common Stock and 7,020 shares of Class A Common Stock in January
1998 in connection with an acquisition made by the Company for a per share
purchase price of $0.13 and $90.00, respectively, (ii) the issuance of an
aggregate of 86,276 shares of Common Stock at a purchase price of $0.07 per
share pursuant to pre-existing contractual obligations and (iii) the
redemption upon completion of the Offering of all of the outstanding shares of
Class A Common Stock of the Company for aggregate payments of approximately
$35,570,000 and the issuance of 1,158,329 shares of Common Stock. Without
taking into account any other changes in the net tangible book value after
December 31, 1997, other than to give effect to the sale of 6,700,000 shares
of Common Stock by the Company in the Offering at an assumed initial public
offering price of $15.00 per share and the application of the net Offering
proceeds as described in "Use of Proceeds," the pro forma net tangible book
value of the Company as of December 31, 1997 would have been $(5,297,000), or
$(0.29) per share. See "Management--Executive Employment Agreements" and Note
12 of Notes to Consolidated Financial Statements. This represents an immediate
increase in pro forma net tangible book value of $8.06 per share to existing
stockholders and an immediate dilution in pro forma net tangible book value of
$15.29 per share to purchasers of Common Stock in the Offering. The following
table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price...................... $15.00
Pro forma net tangible book value as of December 31,
1997.................................................... $(8.35)
Increase attributable to new investors................... 8.06
------
Pro forma net tangible book value after the Offering....... (0.29)
------
Dilution to new investors.................................. $15.29
======
</TABLE>

The following table summarizes, as of December 31, 1997, on a pro forma
basis and after giving effect to the Offering, the differences between the
existing stockholders and the new investors with respect to the number of
shares of Common Stock purchased, the total consideration paid and the average
price per share paid (based upon an assumed initial public offering price of
$15.00 per share):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------ -------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders
(1) ................... 11,583,639 63.4% $ 866,592 0.9% $ 0.07
New investors (1)....... 6,700,000 36.6 100,500,000 99.1 15.00
---------- ----- ------------ -----
Total................. 18,283,639 100.0% $101,366,592 100.0%
========== ===== ============ =====
</TABLE>
- --------
(1) Does not reflect the sale of 300,000 shares of Common Stock by the Selling
Stockholders in the Offering and does not include shares of Common
Stock issuable upon the exercise of options that will become outstanding
upon the closing of the Offering at an exercise price equal to the initial
public offering price.

16
<PAGE>

SELECTED PRO FORMA FINANCIAL DATA

The following selected pro forma financial data are derived from the
Unaudited Pro Forma Consolidated Financial Data of the Company appearing
elsewhere in this Prospectus. The Pro Forma Statement of Operations Data for
the fiscal year ended March 31, 1997 gives effect to the Company's acquisition
of four companies during such year and 11 companies acquired during the 1998
fiscal year as if they had occurred on April 1, 1996. The Pro Forma Statement
of Operations Data for the nine months ended December 31, 1997 gives effect to
the Company's acquisition of 10 companies during such nine-month period plus
the acquisition of an additional company, completed in February 1998, as if
they had occurred on April 1, 1997. The Pro Forma Balance Sheet Data as of
December 31, 1997 gives effect to the Company's acquisition of one company
during the fourth quarter of fiscal year 1998.

The pro forma financial data should be read in conjunction with the
Unaudited Pro Forma Consolidated Financial Information of the Company and the
related notes thereto included elsewhere in this Prospectus. Management
believes the assumptions used in the Unaudited Pro Forma Consolidated
Financial Information provide a reasonable basis on which to present the pro
forma financial data. The pro forma financial data are provided for
informational purposes only and should not be construed to be indicative of
the Company's financial position or results of operations had the transactions
and events described in the notes thereto been consummated on the dates
assumed and are not intended to project the Company's financial condition or
results of operations on any future date or for any future period.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
MARCH 31, 1997 DECEMBER 31, 1997
----------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C>
PRO FORMA STATEMENT OF OPERATIONS DATA:
Revenues:
Equipment and supply sales................. $144,133 $116,852
Service and rental revenues................ 52,710 42,539
-------- --------
Total revenues.............................. 196,843 159,391
Costs and operating expenses:
Cost of equipment and supply sales......... 106,149 82,714
Service and rental costs................... 26,904 20,975
Selling, general and administrative
expenses.................................. 45,967 39,521
Intangible asset amortization.............. 4,313 3,154
-------- --------
Total costs and operating expenses.......... 183,333 146,364
-------- --------
Income from operations (1).................. 13,510 13,027
Interest expense............................ 9,798 7,075
-------- --------
Income before income taxes.................. 3,712 5,952
Income taxes................................ 1,804 3,009
-------- --------
Net income.................................. 1,908 2,943
Yield adjustment on Class A Common Stock
(2)........................................ (2,445) (1,844)
-------- --------
Net income (loss) available to holders of
Common Stock............................... $ (537) $ 1,099
======== ========
Earnings (loss) per share (basic and
diluted)................................... $ (0.05) $ 0.09
======== ========
Weighted average number of shares used in
the calculation (3)...................... 11,584 11,584
======== ========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
(IN THOUSANDS)
<S> <C>
PRO FORMA BALANCE SHEET DATA:
Working capital............................................... $ 24,539
Total assets.................................................. 164,199
Long-term debt, including current maturities.................. 98,209
Total stockholders' equity.................................... 36,834
</TABLE>
- --------
(1) The pro forma results do not reflect improved purchasing terms, reduced
administrative expenses, and increased access to capital that the Company
believes are directly attributable to its acquisition of the businesses
acquired by it. Adjusted for such increased operating efficiencies, pro
forma income from operations would have been $14.6 million for the year
ended March 31, 1997 and $13.5 million for the nine months ended December
31, 1997.
(2) Reflects adjustments for amounts payable to holders of Class A Common
Stock upon the occurrence of certain events, including an initial public
offering.
(3) Assumes (i) the issuance of certain shares of Common Stock issuable
pursuant to contractual arrangements, (ii) the conversion of outstanding
shares of Class C Common Stock into Common Stock and (iii) the conversion
of all outstanding shares of Class A Common Stock into 1,158,329 shares of
Common Stock.

17
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data with respect to the Company's
statement of operations for the ten months ended March 31, 1995, the fiscal
years ended March 31, 1996 and 1997, and the nine months ended December 31,
1997 and the balance sheet data as of March 31, 1996 and 1997 and as of
December 31, 1997 are derived from the Consolidated Financial Statements of
the Company which have been audited by Ernst & Young LLP, independent
certified public accountants. The selected financial data presented below for
the nine months ended December 31, 1996 are unaudited and were prepared by
management of the Company on the same basis as the audited Consolidated
Financial Statements included elsewhere herein and, in the opinion of
management of the Company, include all adjustments necessary to present fairly
the information set forth therein. The results for the nine months ended
December 31, 1997 are not necessarily indicative of the results to be expected
for the full year ending March 31, 1998 or future periods. The following data
should be read in conjunction with the Consolidated Financial Statements of
the Company and the related notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this Prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
INCEPTION MARCH 31, DECEMBER 31,
(JUNE 3, 1994) ------------------ --------------------
TO MARCH 31, (UNAUDITED)
1995 1996 1997 1996 1997
-------------- -------- -------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues:
Equipment and supply
sales................. $ 6,541 $ 20,561 $ 41,200 $27,503 $ 80,515
Service and rental
revenues.............. 3,735 16,405 22,893 16,611 29,515
------- -------- -------- ------- --------
Total revenues.......... 10,276 36,966 64,093 44,114 110,030
Costs and operating
expenses:
Cost of equipment and
supply sales.......... 4,193 13,456 27,087 17,983 57,488
Service and rental
costs................. 1,885 8,303 11,467 8,274 14,493
Selling, general and
administrative
expenses.............. 4,123 11,687 18,280 12,742 25,818
Intangible asset
amortization.......... 329 1,396 1,939 1,398 2,159
------- -------- -------- ------- --------
Total costs and
operating expenses..... 10,530 34,842 58,773 40,397 99,958
------- -------- -------- ------- --------
Income (loss) from
operations............. (254) 2,124 5,320 3,717 10,072
Interest expense........ 375 2,041 3,190 2,325 4,534
------- -------- -------- ------- --------
Income (loss) before
income taxes........... (629) 83 2,130 1,392 5,538
Income taxes............ 0 275 1,007 658 2,749
------- -------- -------- ------- --------
Net income (loss)....... (629) (192) 1,123 734 2,789
Yield adjustment on
Class A Common Stock
(1).................... (190) (1,023) (1,402) (1,029) (1,349)
------- -------- -------- ------- --------
Net income (loss)
available to holders of
Common Stock........... $ (819) $ (1,215) $ (279) $ (295) $ 1,440
======= ======== ======== ======= ========
Earnings (loss) per
share (basic and
diluted)............... $ (0.13) $ (0.13) $ (0.03) $ (0.03) $ 0.13
======= ======== ======== ======= ========
Weighted average number
of shares used in the
calculation (2)....... 6,489 9,176 9,887 9,768 10,767
======= ======== ======== ======= ========
<CAPTION>
MARCH 31,
--------------------------------- DECEMBER 31,
1995 1996 1997 1997
-------------- -------- -------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital......... $ 2,901 $ 5,038 $ 9,655 $ 22,205
Total assets............ 32,229 43,675 68,990 155,913
Long-term debt,
including current
maturities............. 22,836 21,831 36,873 92,609
Total stockholders'
equity................. 4,344 15,232 19,796 35,215
</TABLE>
- --------

(1) Reflects adjustments for amounts payable to holders of Class A Common
Stock upon the occurrence of certain events, including an initial public
offering.
(2) Assumes (i) the issuance of certain shares of Common Stock issuable
pursuant to contractual arrangements, (ii) the conversion of the
outstanding shares of Class C Common Stock into Common Stock and (iii) the
conversion of all outstanding shares of Class A Common Stock into
1,158,329 shares of Common Stock. See Note 7 of Notes to Consolidated
Financial Statements.

18
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with "Selected Pro
Forma Financial Data" and "Selected Financial Data," the Unaudited Pro Forma
Consolidated Financial Data and the related Notes thereto, the Consolidated
Financial Statements and the related Notes thereto, the audited financial
statements for certain businesses acquired by the Company and the related
Notes thereto, and the other financial information appearing elsewhere in this
Prospectus. Except for the historical information contained herein, the
discussions in this Prospectus contain forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in the
section entitled "Risk Factors" as well as those discussed elsewhere in this
Prospectus.

OVERVIEW

Global was founded in June 1994 with the goal of becoming a leading
consolidator in the highly fragmented office imaging solutions industry. The
Company is a rapidly growing provider of an array of office imaging solutions,
which encompasses the sale and service of automated office equipment (copiers,
facsimile machines, printers and duplicators), electronic presentation
equipment and DIM systems as well as network integration and management
services. Since its founding, the Company has acquired nine core companies
primarily in the Northeast, Southeast, and Pacific Northwest, and 15
additional satellite companies that have been integrated into the core
companies. The first acquisition was completed in August 1994. Management
believes that the businesses that have been acquired by the Company (the
"Acquired Businesses") and other businesses that the Company plans to acquire
will benefit from increased operating efficiencies, the support of experienced
and professional senior management, expansion of the types of office imaging
products and services offered, increased access to capital, and increased
emphasis on financial management. Therefore, the pro forma results discussed
below do not necessarily represent the results of the Company had each of the
Acquired Businesses been operated by the Company during the periods presented.

The pro forma results discussed include adjustments made to reflect: (i)
certain identifiable personnel cost savings relating to the elimination of
positions at the Acquired Businesses; (ii) rent expense to reflect the
Company's current lease terms; (iii) general and administrative expenses to
reflect the current compensation levels of former owners of the Acquired
Businesses; (iv) amortization expense to reflect financing fees, goodwill and
non-compete agreements recorded as a result of purchase accounting; (v)
interest expense resulting from increased borrowings to fund the cash portion
of the purchase price for the businesses acquired; and (vi) income tax expense
that would have resulted if the Acquired Businesses had been combined and
subject to an assumed federal statutory rate and the applicable state
statutory rate for each of the Acquired Businesses throughout the periods
presented. Management believes that these adjustments more accurately reflect
the operating results and financial position of the Acquired Businesses had
they been owned by the Company throughout the periods discussed.

The Company derives its revenues from two sources: (i) sales of equipment
and supplies and (ii) sales of complementary services and equipment rentals.
The growth of equipment revenues and the complementary supplies, parts and
service revenues is dependent on several factors, including the demand for
equipment, the Company's reputation for providing timely and reliable service,
and general economic conditions. Revenues generated from the sale of equipment
and complementary supplies, parts and services revenues are impacted by price,
general economic conditions, service reputation, and competitors' actions in
the marketplace. Revenues from the sale of complementary supplies, parts and
services are also affected by equipment sales and rental volumes.

Cost of goods sold consists primarily of the cost of new equipment, cost of
supplies and parts, labor costs to provide services, rental equipment
depreciation and other direct operating costs. The Company depreciates its
rental equipment primarily over a three-year period on a straight-line basis
with no residual value.

19
<PAGE>

Gross profit as a percentage of revenues varies from period to period
depending upon numerous variables, including the mix of revenues from
equipment, supplies, service and rentals; the mix of revenues among the
markets served by the Company; and the mix of revenues of the businesses
acquired.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, information
derived from the actual and pro forma consolidated statements of operations of
the Company expressed as a percentage of total revenues.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
INCEPTION MARCH 31, DECEMBER 31,
(JUNE 3, 1994) ------------------------ ----------------------------
TO MARCH 31, PRO FORMA (UNAUDITED) PRO FORMA
1995 1996 1997 1997 1996 1997 1997
-------------- ----- ----- --------- ----------- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Equipment and supplies
sales.................. 63.7% 55.6% 64.3% 73.2% 62.3% 73.2% 73.3%
Service and rental
revenues............... 36.3 44.4 35.7 26.8 37.7 26.8 26.7
----- ----- ----- ----- ----- ----- -----
Total revenues.......... 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Cost of goods sold...... 59.2 58.9 60.2 67.6 59.5 65.4 65.1
----- ----- ----- ----- ----- ----- -----
Gross profit............ 40.8 41.1 39.8 32.4 40.5 34.6 34.9
Selling, general, and
administrative
expenses............... 40.1 31.6 28.5 23.3 28.9 23.5 24.8
Intangible asset
amortization........... 3.2 3.8 3.0 2.2 3.2 2.0 2.0
----- ----- ----- ----- ----- ----- -----
Income from operations.. (2.5) 5.7 8.3 6.9 8.4 9.1 8.1
Interest expense........ 3.6 5.5 5.0 5.0 5.2 4.1 4.4
----- ----- ----- ----- ----- ----- -----
Income (loss) before
income taxes........... (6.1) 0.2 3.3 1.9 3.2 5.0 3.7
Income taxes............ 0.0 0.7 1.5 0.9 1.5 2.5 1.9
----- ----- ----- ----- ----- ----- -----
Net income (loss)....... (6.1)% (0.5)% 1.8% 1.0% 1.7% 2.5% 1.8%
===== ===== ===== ===== ===== ===== =====
</TABLE>

Nine Months Ended December 31, 1997 Compared to Nine Months Ended December 31,
1996

Revenues

Total revenues increased 149% from $44.1 million for the nine months ended
December 31, 1996 to $110.0 million for the nine months ended December 31,
1997. The majority of the revenue growth was attributable to the acquisition
of businesses during 1996 and 1997. Pro forma revenues for the nine months
ended December 31, 1997 were $159.4 million.

Equipment and supplies sales increased 193% from $27.5 million, or 62.3% of
total revenues, for the nine months ended December 31, 1996 to $80.5 million,
or 73.2% of total revenues, for the nine months ended December 31, 1997.
Equipment and supplies sales were $116.9 million, or 73.3% of total revenues,
for the pro forma nine months ended December 31, 1997. The increase was due to
the acquisition of businesses in mid-1996 and 1997 that derive most of their
revenue from the sale of network integration and management services,
electronic presentation equipment, and DIM systems. The equipment sales
component of these businesses accounts for a higher percentage of total
revenues as compared to a traditional copier-focused office equipment company.

Service and rental revenues increased 78% from $16.6 million, or 37.7% of
total revenues, for the nine months ended December 31, 1996 to $29.5 million,
or 26.8% of total revenues, for the nine months ended December 31, 1997. Pro
forma service and rental revenues were $42.5 million, or 26.7% of total pro
forma revenues, for the nine months ended December 31, 1997, consistent with
the change in the Company's revenue mix.

Gross Profit

Total gross profit increased 113% from $17.9 million, or 40.5% of total
revenues, for the nine months ended December 31, 1996 to $38.0 million, or
34.6% of total revenues, for the nine months ended December 31, 1997.

20
<PAGE>

The change in total gross profit margins from year to year is the result of
the change in the Company's revenue mix described above. Gross profit margins
on the sale of network services equipment, and electronic presentation and DIM
equipment are historically lower than the gross profit margins for copier
equipment. Excluding equipment sales, gross profit margins were stable for the
nine months ended December 31, 1996 versus the nine months ended December 31,
1997 at 53.2% and 53.0%, respectively in 1996 and 1997.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 103% from $12.7
million, or 28.9% of revenues, for the nine months ended December 31, 1996 to
$25.8 million, or 23.5% of revenues, for the nine months ended December 31,
1997. The increase in expenses was attributable to the acquisition of
businesses during 1996 and 1997. The decline in expenses as a percentage of
revenues was primarily the result of the acquisition of profitable businesses,
the change in the composition of the Company's businesses described above,
reduced corporate overhead expenses as a percentage of total selling, general
and administrative expenses in the nine month period ended December 31, 1997,
and revenues increasing more rapidly than expenses.

Intangible Asset Amortization

For the nine months ended December 31, 1996 and the nine months ended
December 31, 1997, asset amortization was $1.4 million and $2.2 million,
respectively. Asset amortization includes the amortization of goodwill and
non-compete agreements from acquisitions.

Income From Operations

Income from operations increased 171% from $3.7 million, or 8.4% of total
revenues, for the nine months ended December 31, 1996 to $10.1 million, or
9.1% of total revenues, for the nine months ended December 31, 1997. Pro forma
operating income was $13.0 million, or 8.1% of pro forma revenues, for the
nine months ended December 31, 1997.

Interest Expense

Interest expense increased 95%, from $2.3 million for the nine months ended
December 31, 1996 to $4.5 million for the nine months ended December 31, 1997.
The increase was primarily due to increased borrowings under the Credit
Facility. The proceeds from the additional borrowings were used to fund the
cash portion of the cost of businesses acquired in 1996 and 1997. Interest
expense includes the amortization of financing fees incurred in connection
with the senior debt facility.

Income Taxes

The provision for income taxes was $658,000 for the nine months ended
December 31, 1996 and $2.7 million for the nine months ended December 31,
1997. The increase in income taxes was primarily due to increased pre-tax
income resulting from the inclusion of the Acquired Businesses. The effective
income tax rate increased from 47.3% for the nine months ended December 31,
1996 to 49.6% for the nine months ended December 31, 1997.

Fiscal Year Ended March 31, 1997 Compared to Fiscal Year Ended March 31, 1996

Revenues

Total revenues increased 73% from $37.0 million for the fiscal year ended
March 31, 1996 to $64.1 million for the fiscal year ended March 31, 1997. The
majority of the revenue growth was attributable to the acquisition of
businesses during 1996 and 1997, with the remainder coming from internal
growth. Pro forma revenues were $196.8 million, for the fiscal year ended
March 31, 1997.

21
<PAGE>

Equipment and supplies sales increased 100% from $20.6 million, or 55.6% of
total revenues, for the fiscal year ended March 31, 1996 to $41.2 million, or
64.3% of total revenues, for the fiscal year ended March 31, 1997. Equipment
and supplies sales were $144.1 million, or 73.2% of total revenues, for the
pro forma year ended March 31, 1997. The equipment component of sales of the
businesses acquired in 1996 and 1997 was a larger portion of total revenues
than for the Company's existing businesses.

Service and rental revenues increased 40%, from $16.4 million, or 44.4% of
total revenues for the fiscal year ended March 31, 1996 to $22.9 million, or
35.7% of total revenues, for the fiscal year ended March 31, 1997. Pro forma
service and rental revenues were $52.7 million, or 26.8% of total pro forma
revenues, for the fiscal year ended March 31, 1997, consistent with the change
in the revenue mix described above.

Gross Profit

Total gross profit increased 68% from $15.2 million, or 41.1% of total
revenues, for the fiscal year ended March 31, 1996 to $25.5 million, or 39.8%
of total revenues, for the fiscal year ended March 31, 1997. The change in
total gross profit margins from year to year was due to the change in the
revenue mix as described in the Revenues section above. Combined service and
rental gross profit margins were 49.4% for the fiscal year ended March 31,
1996 and 49.9% for the fiscal year ended March 31, 1997.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 56% from $11.7
million, or 31.6% of revenues, for the fiscal year ended March 31, 1996 to
$18.3 million, or 28.5% of revenues, for the fiscal year ended March 31, 1997.
The increase in expenses was primarily due to the acquisition of businesses in
1996 and 1997. The decline in expenses as a percentage of revenues was the
result of the acquisition of profitable businesses, the change in the
composition of the Company's businesses, and revenues increasing more rapidly
than expenses.

Intangible Asset Amortization

For the fiscal years ended March 31, 1996 and 1997, asset amortization was
$1.4 million and $1.9 million, respectively. Asset amortization includes the
amortization of goodwill and non-compete agreements from acquisitions.

Income From Operations

Income from operations increased 150% from $2.1 million, or 5.7% of total
revenues, for the fiscal year ended March 31, 1996 to $5.3 million, or 8.3% of
total revenues, for the fiscal year ended March 31, 1997. Pro forma operating
income was $13.5 million, or 6.9% of revenues, for the fiscal year ended March
31, 1997.

Interest Expense

Interest expense increased 56%, from $2.0 million for the fiscal year ended
March 31, 1996 to $3.2 million for the fiscal year ended March 31, 1997. The
increase was primarily due to the increase in the Company's borrowings. The
proceeds from the additional borrowings were used to fund the cost of the
businesses acquired in 1996 and 1997. Interest expense includes the
amortization of financing fees incurred in connection with the senior debt
facility.

Income Taxes

The provision for income taxes was $275,000 for the fiscal year ended March
31, 1996 and $1.0 million for the fiscal year ended March 31, 1997. The
increase in income taxes was primarily due to increased pre-tax income
resulting from the inclusion of businesses acquired during 1996 and 1997. The
effective income tax rate decreased from 332.8% for the fiscal year ended
March 31, 1996 to 47.3% for the fiscal year ended March 31, 1997. The
effective income tax rate for 1996 was higher than the federal statutory rate
of 34.0% plus state and local taxes, primarily due to non-deductible goodwill
amortization relating to the businesses acquired during the fiscal years ended
March 31, 1995 and March 31, 1996. See Note 8 of Notes to Consolidated
Financial Statements.

22
<PAGE>
QUARTERLY RESULTS OF OPERATIONS

The following table presents selected consolidated financial information for
each of the Company's last five fiscal quarters. The information has been
derived from unaudited consolidated financial statements that in the opinion
of management reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of such quarterly information.
<TABLE>
<CAPTION>
QUARTERS ENDED
-----------------------------------------------------------
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1996 1997 1997 1997 1997
------------ --------- -------- ------------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues:
Equipment and supply
sales................. $12,588 $13,697 $15,182 $30,543 $34,790
Service and rental rev-
enues................. 5,957 6,282 6,730 10,860 11,925
------- ------- ------- ------- -------
Total revenues.......... 18,545 19,979 21,912 41,403 46,715
Costs and operating ex-
penses:
Cost of equipment and
supply sales.......... 8,436 9,105 10,273 22,363 24,851
Service and rental
costs................. 2,996 3,193 3,304 5,216 5,973
Selling, general and
administration
expenses.............. 5,013 5,544 5,502 9,460 10,856
Intangible asset amor-
tization.............. 526 536 563 753 843
------- ------- ------- ------- -------
Total costs and operat-
ing expenses........... 16,971 18,378 19,642 37,792 42,523
------- ------- ------- ------- -------
Income from operations.. 1,574 1,601 2,270 3,611 4,192
Interest expense........ 780 863 938 1,616 1,980
------- ------- ------- ------- -------
Income before income
taxes.................. 794 738 1,332 1,995 2,212
Income taxes............ 376 349 661 990 1,099
------- ------- ------- ------- -------
Net income.............. 418 389 671 1,005 1,113
Yield adjustment on
Class A Common Stock
(1).................... (376) (373) (382) (434) (533)
------- ------- ------- ------- -------
Net income available to
holders of Common
Stock.................. $ 42 $ 16 $ 289 $ 571 $ 580
======= ======= ======= ======= =======
Earnings per share (ba-
sic and diluted)....... $ 0.00 $ 0.00 $ 0.03 $ 0.05 $ 0.05
======= ======= ======= ======= =======
Weighted average number
of shares used in
calculation (2)........ 10,179 10,250 10,473 10,707 11,118
======= ======= ======= ======= =======
</TABLE>
- --------
(1) Reflects adjustments for amounts payable to holders of Class A Common
Stock upon the occurrence of certain events, including an initial public
offering .
(2) Assumes (i) the issuance of certain shares of Common Stock issuable
pursuant to contractual arrangements, (ii) the conversion of the
outstanding shares of Class C Common Stock into Common Stock and (iii) the
conversion of all outstanding shares of Class A Common Stock into
1,158,329 shares of Common Stock. See Note 7 of Notes to Consolidated
Financial Statements.

The following table sets forth selected consolidated financial information
as a percentage of total revenues for each of the Company's last five fiscal
quarters.
<TABLE>
<CAPTION>
QUARTERS ENDED
-----------------------------------------------------------
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
1996 1997 1997 1997 1997
------------ --------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Revenues:
Equipment and supply
sales................. 67.9% 68.6% 69.3% 73.8% 74.5%
Service and rental rev-
enues................. 32.1 31.4 30.7 26.2 25.5
------- ------- ------- ------- -------
Total revenues.......... 100.0 100.0 100.0 100.0 100.0
Costs and operating ex-
penses:
Cost of equipment and
supply sales.......... 45.5 45.6 46.9 54.0 53.2
Service and rental
costs................. 16.2 16.0 15.1 12.6 12.8
Selling, general and
administration
expenses.............. 27.0 27.7 25.1 22.9 23.2
Intangible asset amor-
tization.............. 2.8 2.7 2.5 1.8 1.8
------- ------- ------- ------- -------
Total costs and
operating expenses..... 91.5 92.0 89.6 91.3 91.0
------- ------- ------- ------- -------
Income from operations.. 8.5 8.0 10.4 8.7 9.0
Interest expense........ 4.2 4.3 4.3 3.9 4.2
------- ------- ------- ------- -------
Income before income
taxes.................. 4.3 3.7 6.1 4.8 4.8
Income taxes............ 2.0 1.7 3.0 2.4 2.4
------- ------- ------- ------- -------
Net income ............. 2.3% 2.0% 3.1% 2.4% 2.4%
======= ======= ======= ======= =======
</TABLE>
23
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations primarily through internal cash
flow, sales of stock and bank financing, including the Company's financing
facilities described below. These sources of funds have been used to fund the
Company's growth both internally and through acquisitions. The Company is
pursuing an acquisition strategy and therefore expects to acquire more
businesses.

The Company's Credit Facility consists of a $6.0 million revolving line of
credit and a term facility under which it may borrow up to $114.0 million for
acquisitions and for working capital purposes. At December 31, 1997, $92.3
million was outstanding under the Credit Facility, all of which was
outstanding under the term facility. The revolving line of credit and the term
loan bear interest at 3.00% and 3.25% over LIBOR, respectively. Principal
under the Credit Facility is repayable in installments over the life of the
Credit Facility. All remaining principal under the Credit Facility is due and
payable on August 14, 2004. The agreement governing the Credit Facility (the
"Credit Agreement") requires the Company to pledge substantially all of its
assets, including the capital stock of the Company's subsidiaries, to JNL. The
Credit Agreement requires strict compliance with numerous covenants that
restrict, among other things, dividend payments, sales of stock or assets or
the incurrence of additional debt.

The Company intends to replace the Credit Facility by paying it off with a
combination of the net proceeds of the Offering and with proceeds from a
replacement credit facility it expects to obtain after the closing of the
Offering. Under the Company's agreement with JNL, following the Offering and
the partial repayment of the term loans outstanding under the Credit Facility
as described in "Use of Proceeds," the Company has the right to prepay the
entire amount due under the Credit Facility within 60 days of the closing of
the Offering provided that it pays a prepayment fee of $250,000. If the
Company fails to prepay the entire amount due within 60 days of the closing of
the Offering, the Company will be subject to a prepayment fee of 4.0%
(declining to 3.0%, 2.0% and 1.0% on August 14, 1998, 1999 and 2000,
respectively) of the amounts due under the term loan component of the Credit
Facility. There can be no assurance that the Company will be able to obtain a
replacement credit facility within 60 days, or at all or that, if obtained,
such credit facility will be upon terms favorable to the Company. If the
Company does replace the Credit Facility, unamortized financing fees incurred
in conjunction with obtaining the Credit Facility will be written off upon
payment of amounts due thereunder. The balance of such unamortized financing
fees was $3.0 million at December 31, 1997.

For the fiscal year ended March 31, 1997 the net cash provided by operations
was $4.3 million and for the nine months ended December 31, 1997 the net cash
provided by operations was $2.1 million. For the year ended March 31, 1997 and
for the nine months ended December 31, 1997 the Company's net cash used in
investing activities was $19.0 million and $64.9 million, respectively,
primarily for the purchase of Acquired Businesses. For the year ended March
31, 1997 and the nine months ended December 31, 1997, the Company's net cash
provided by financing activities was $15.2 million and $65.7 million,
respectively. Net cash provided by financing activities consists of equity
capital provided by GTCR, JNL, and certain members of management of the
Company and Acquired Businesses, and net borrowings under the Credit Facility.

The Company believes that the Credit Facility, together with the cash on
hand after giving effect to the Offering and funds generated by the Company's
operations, will provide the Company with sufficient liquidity and capital
resources to pursue its business strategy at least through March 1999,
including the funding of working capital, acquisitions, capital expenditures
and other needs. Management believes that inflation has not had a material
effect on the Company.

YEAR 2000 SOFTWARE ISSUE

The Company uses a number of computer software programs and operating
systems in its operations, including applications used in sales and marketing,
billing, inventory management and other administrative functions. To the
extent that the software applications used in such functions and
communications are unable to recognize the year 2000, the Company may incur
expenses in connection with the need to remediate such software and also may
incur the risk and potential expense of disruptions that may be caused by the
software's

24
<PAGE>

impaired functioning as the year 2000 approaches. The Company believes that
the manufacturers of the software applications it uses most frequently,
including its systems software and its word processing and spreadsheet
software, are in the process of preparing or have already completed Year 2000
remediations for their products. The Company believes that with the
remediations to existing software and conversions to new software, the Year
2000 issue will not pose significant operational problems for its computer
systems.

In addition, the Company communicates electronically with a number of its
suppliers and customers with respect to a variety of functions, including
ordering, billing and payroll. Any failure of the software of the Company's
suppliers or customers to address the Year 2000 issue could impair the
Company's ability to perform such functions. The Company is analyzing the
potential impact of the Year 2000 issue on the Company's interactions with its
suppliers and customers.

25
<PAGE>

BUSINESS

Global Imaging Systems is a leading consolidator in the highly fragmented
office imaging solutions industry. The Company is a rapidly growing provider
of a broad line of office imaging solutions, which includes the sale and
service of automated office equipment (copiers, facsimile machines, printers
and duplicators), electronic presentation systems, and document imaging
management systems ("DIM" systems), as well as network integration and
management services. Since its founding in June 1994, the Company has acquired
nine core companies primarily in the Northeast, Southeast, and Pacific
Northwest, and an additional 15 smaller companies ("satellite" companies)
which have been integrated into the core companies. The Company's operating
philosophy is to "think globally, act locally." Under the Company's
decentralized management system, Global's core companies typically continue to
operate under their pre-acquisition names and with their pre-acquisition
management even after being acquired by Global, thus permitting existing
client relationships to be preserved. The Company believes that its emphasis
on superior customer service and the contractual nature of its service
business provide a significant source of recurring revenue.

Global seeks to become the provider of choice for all of its customers'
office imaging needs by offering a full range of products and services and
superior customer service. While Global's clientele includes large, Fortune
500 companies, its growth has been, and is expected to continue to be, largely
driven by serving middle market businesses. The Company sells and services a
variety of office imaging solutions, including copiers, facsimile machines,
printers, duplicators, LCD projectors, smartboards, overhead projectors, video
teleconferencing equipment, optical scanning equipment, micrographics
equipment, and the design and installation of equipment related to computer
networks. In addition, the Company offers a variety of ongoing services,
including supply and service contracts, network management contracts,
technical support and training.

The Company is currently organized into nine core companies with operations
in 46 locations in 15 states, plus the District of Columbia. Global targets
for acquisition as core companies businesses that are leading competitors in
the markets they serve. The Company's goal is to acquire core and satellite
companies throughout the United States and Canada.

26
<PAGE>

Certain information regarding the nine current core companies, including pro
forma revenues for the nine months ended December 31, 1997, is summarized
below:

<TABLE>
<CAPTION>
EFFECTIVE DATE
ACQUIRED/
REVENUES NO. OF DATE OF
CORE COMPANY REGIONAL FOCUS (IN THOUSANDS) SATELLITES INCORPORATION
<S> <C> <C> <C> <C>
Felco Office Systems, Texas $ 6,841 1 July 1994/
Inc. Mar. 1985
Conway Office Products, Upper New England, $32,552 4 Jan. 1995/
Inc. Upstate New York, Apr. 1976
Eastern Massachusetts
Berney, Inc. Alabama, Mississippi, $10,093 3 Feb. 1995/
Florida Panhandle June 1964
Amcom Office Systems Western $ 9,798 2 Feb. 1996/
Pennsylvania Jan. 1978
Copy Service & Supply, North Carolina, $ 4,285 0 July 1996/
Inc. South Carolina Jan. 1984
Southern Business Georgia, Florida, $18,183 1 Nov. 1996/
Communications, Inc. Tennessee, Mar. 1981
Washington D.C.,
Maryland, Virginia
Electronic Systems, Inc. Virginia, $47,552 1 July 1997/
Washington D.C. Aug. 1980
Quality Business Pacific Northwest $13,709 2 Sep. 1997/
Systems, Inc. Feb. 1986
Connecticut Business Western Massachusetts, $16,378 1 Jan. 1998/
Systems, Inc. Connecticut, Lower June 1988
New York, Rhode Island
</TABLE>

THE INDUSTRY

The market for sales and service of office imaging solutions is highly
fragmented. Of an estimated 3,700 dealer and distributor outlets in the United
States primarily engaged in the sale of automated office equipment and related
service, parts, and supplies, approximately 3,100 dealer outlets are
unaffiliated, according to Industry Analysts, Inc. According to Dataquest, the
black and white copier and related service and supplies market generated sales
of approximately $20.5 billion in the U.S. in 1996, and is expected to grow to
an estimated $26.4 billion in sales in 2001, while the color copier and
related service and supplies market generated sales of approximately $1.3
billion in the U.S. in 1996, and is expected to grow to an estimated $4.4
billion in sales in 2001. The network integration and installation services
market generated sales in the U.S. of approximately $8.6 billion in 1996 and
is expected to grow to approximately $18.6 billion by 2001, according to
International Data Corporation. The markets for electronic presentation
systems and DIM systems generated sales estimated at approximately $719
million and $3.5 billion, respectively, in the U.S. in 1996, and are expected
to grow to an estimated $1.5 billion and $13.2 billion in sales in 2001,
according to Pacific Media Associates and AIIM International, respectively.

27
<PAGE>

CONSOLIDATION

Consolidation of independent distributors and service providers is occurring
throughout the office imaging solutions industry. This consolidation has been
driven by a number of factors, including the following:

Technological Change. The technology of office imaging solutions is changing
rapidly. Digital technology, which allows an image to be scanned
electronically and transmitted through networks of personal computers, has in
recent years been incorporated into copiers, electronic presentation equipment
and DIM technology. As a result, the role for computers and networks in office
imaging solutions has been dramatically expanded and the functions of copiers,
facsimile machines, and printers have been converging. The introduction of
digital technology has led to computer networks becoming an integral part of
office imaging solutions, as digital technology allows images to be captured,
transmitted, reproduced and stored over wide geographic areas. This has led to
increasing demand by larger companies for more centralized network integration
services over a broader geographic area. The rapid pace of technological
change, including the change from analog to digital technologies, and the
resulting expansion of product offerings and increase in product support costs
have outpaced the technical, managerial and financial resources of many
smaller distributors and service providers, causing them to seek larger
partners. Further, the blurring of the distinction among office imaging
technologies and the increased role for computers has made it important for
dealers without network integration expertise to partner with companies that
have such expertise.

Dealer Consolidation by Suppliers. The cost of new product development and
fierce competition among equipment manufacturers have resulted in their
seeking efficiencies by consolidating their dealer networks. Increasingly,
manufacturers are seeking to concentrate their business with a smaller number
of dealers that possess leading service capabilities and wide geographic
coverage.

Distribution Channel Changes. In the market for automated office equipment,
consolidation is also resulting from changes in distribution channels. Office
superstores and consumer electronics chains have entered the market for lower-
end office products, offering these products at prices that are forcing
smaller dealers out of the market. Smaller dealers also face difficulty
competing in the market for mid-range copiers, because they are not well
equipped to provide the sophisticated support services required by businesses
that purchase these products. Typically, office superstores and consumer
electronics chains also do not offer the support services required by
purchasers of mid-range copiers.

OFFICE IMAGING PRODUCTS AND SERVICES

The automated office equipment market is generally regarded by participants
as consisting of six black and white copier segments (both digital and analog)
categorized by price and number of pages per minute, a color copier segment, a
duplicator segment, a facsimile equipment segment, a printer segment and a
multi-function equipment segment.

The electronic presentation systems market consists of the sale and service
of LCD projectors and panels, smartboards, overhead projectors and video
conferencing equipment. As in the automated office equipment market, products
in this market increasingly utilize digital technology, and customers for
these products are designating a single buyer to address their needs in both
markets. This market is characterized by strong competition among
manufacturers, with new products being introduced frequently. As a result,
some manufacturers are offering their most popular new products only to those
dealers who agree to limit their product offerings to that one manufacturer.
The five largest suppliers of LCD projectors, Epson, InFocus, Proxima, Sanyo
and Sharp, accounted for over 60% of the market in 1997, according to Pacific
Media Associates.

Like automated office equipment and electronic presentation systems, DIM
systems also involve digital technology and are ultimately used by the same
end-users as other types of office imaging equipment. This market consists of
optical disk storage equipment, write once read many ("WORM") disks and CD-ROM
optical storage products, as well as micrographic equipment (microfilm and
microfiche). These products are used

28
<PAGE>

to capture and store large volumes of visual data. Key customers for these
products include banks, educational institutions, government institutions,
libraries and insurance companies.

With the rise of digital copier technology, the customer's need for office
imaging equipment is becoming increasingly linked to its need for network
integration services. Network integrators provide outsourced management and
support to organizations' computer network infrastructures. As organizations
seek to take advantage of productivity-enhancing computer network technology,
they face a complex and costly set of issues relating to the design,
selection, implementation and management of their computer networks. Among
other challenges, organizations must select from an expanding number of
product options with shortening life cycles; integrate diverse and often
incompatible hardware and software environments; and deal with a shortage of
qualified information technology service personnel. As a result, many smaller
businesses seek to outsource installation, upgrade and support, and large
organizations seek to outsource network improvement functions and the
evaluation of new products.

BUSINESS STRATEGY

Management believes the Company is well positioned to benefit from industry
trends and continued consolidation in the office imaging solutions industry.
The Company's goal is to become the provider of choice for all of its
customers' office imaging needs by offering a full range of products and
services and superior customer service. The Company's strategy to achieve this
goal contains the following elements:

Make Strategic Acquisitions. Global actively seeks to acquire core companies
in targeted geographic markets and to expand these core acquisitions through
internal growth and the acquisition of satellite companies. As part of its
acquisition strategy, Global looks for companies that are led by an
experienced management team that will continue to manage the company after it
is acquired, that have a strong regional market share, and that can grow
internally and through the acquisition of satellite companies. Global's senior
management team has substantial experience in making acquisitions and
successfully integrating them. Since its founding in June 1994, the Company
has acquired nine core companies primarily in the Northeast, Southeast, and
Pacific Northwest, and an additional 15 satellite companies which have been
integrated into the core companies. The Company's goal is to acquire core and
satellite companies throughout the United States and Canada.

A key component of the Company's growth strategy is to acquire satellite
companies in or near its core companies' markets. Core company management
frequently assists Global in identifying appropriate satellite companies to
acquire. In evaluating potential satellite acquisitions the Company considers,
among other factors, its proximity to a core company, whether the product
lines sold by the satellite are complementary with those of the core company,
its management and employee base and the service base that the potential
satellite company has under service contract.

Stimulate Internal Growth. The Company seeks to stimulate internal growth in
its core companies by increasing the productivity of their sales forces
through the use of performance benchmarks developed by the Company, expanding
product and service offerings, increasing the size of its core companies'
sales forces and aggressively cross-selling its products and services.

29
<PAGE>

Optimize Profitability and Operating Efficiency. Global's senior management
has developed an industry management model that encompasses a comprehensive set
of performance benchmarks. These performance benchmarks, which are used as the
primary form of internal reporting from the core companies to Global, allow the
Company and local management to monitor and improve the operations of each core
company. Through the use of these benchmark criteria, Global seeks to train the
managers of its core and satellite companies to optimize their business mix and
improve performance.

Global works to reduce costs by consolidating the back-office functions of
its satellite acquisitions into the core operations and by increasing the
productivity of sales and service personnel and administrators. Global also
reduces costs through the standardization of financial reporting, cash and
inventory management, payroll, billing, collections, insurance and employee
benefit programs, and by negotiating advantageous relationships with equipment
manufacturers, other suppliers and lessors.

Operate with a Decentralized Management Structure. Global believes that the
experienced local management teams of its core companies possess a valuable
understanding of their respective markets and existing customer relationships.
Accordingly, Global follows a decentralized management approach, vesting
responsibility for day-to-day operating decisions at the core company level.
Under Global's decentralized structure, core companies and, in some cases,
satellite companies retain their local name and management after acquisition.
The Company believes that this decentralized approach permits local management
to maintain focus and motivation and provides optimal customer support. Local
management is supported by a senior management team that focuses on the
Company's growth strategy as well as corporate planning and financial reporting
and analysis.

PRODUCT AND SERVICE OFFERINGS

Global currently sells office imaging products and services in four markets:
the automated office equipment market, the electronic presentation systems
market, the DIM systems market and the network integration services market.

In each of these markets, the Company provides a number of office imaging
solutions, including the following:

AUTOMATED NETWORK INTEGRATION ELECTRONIC PRESENTATION
OFFICE EQUIPMENT SERVICES SYSTEMS DIM SYSTEMS
<S> <C> <C> <C>
. Black and white copiers . Network design and . LCD projectors and . Microfiche and
(digital and analog) installation, and related panels microfilm equipment
software and hardware . Smartboards . CD-ROM optical
. Color copiers (digital) . Technical support . Video conferencing storage products
. Duplicators contracts equipment . Write once read many
(digital and analog) . Network . Overhead projectors ("WORM") disks and
. Facsimile machines maintenance . Color printers related equipment
. Printers (including color) contracts . Audio visual . Related supplies
. Multi-function equipment . Training equipment . Related service
. Related supply and service . Internet services . Related supplies contracts
contracts . Related service . Related training
contracts
. Point-of-sale training

</TABLE>

30
<PAGE>

For the nine months ended December 31, 1997, pro forma revenues from the
automated office equipment market, the network integration services market,
the electronic presentation systems market and the DIM systems market
represented approximately 61%, 28%, 9% and 2%, respectively, of the Company's
pro forma revenues.

A substantial amount of the Company's revenues are derived from its service
activities, and the Company seeks to take advantage of the "after market"
opportunities presented by its sales of office imaging equipment. The
Company's copier service and supply contracts, for example, provide the
Company with a predictable source of revenue that is based on the number of
copies made by its customers. In the network integration market, the Company's
focus is on entering into contracts involving the provision of ongoing
maintenance and technical support, which generate a recurring revenue stream.

The Company believes that a commitment to effective and responsive service
is key to its success in obtaining repeat business from customers and in
developing market recognition that is essential for growth. Over 85% of the
Company's copier sales, on a pro forma basis and measured by revenue
generated, are accompanied by service and supply contracts, which typically
provide that the Company be paid for service on a per-copy basis and continue
for either a one year term or, in some cases, are month to month contracts. As
part of its commitment to providing quality service, the Company strives to
provide its automated office equipment customers with two to four hour
response time to service calls during business hours, and offers a 24 hour
technical assistance "hotline" to its network integration customers. In
addition, the Company's service technicians are generally manufacturer- or
vendor-certified to service the equipment sold by the Company.

CUSTOMERS, SALES AND MARKETING

The Company believes that its customers decide to purchase products and
services from Global based on a variety of factors, the most important of
which are the strength of their relationship with the Company, the quality of
service provided, and price. The Company believes that its retention rate on
service contracts is greater than 90%.

Global's growth has been largely driven by serving middle market businesses.
In addition, Global also serves a number of large, Fortune 500 companies, as
well as educational institutions, government entities and other non-profit
groups. The Company estimates that it currently has over 45,000 customers that
have purchased equipment or services in the past six months. During the nine
months ended December 31, 1997 on a pro forma basis, none of the Company's
customers accounted for more than 2% of the Company's total revenues and the
Company's top five customers collectively accounted for less than 6% of the
Company's total revenues.

Global believes that the experienced local management teams of its core
companies possess valuable understanding of their respective markets and
existing customer relationships upon which they may capitalize. At the local
level, the core companies make marketing decisions, including decisions
regarding their product offering mix, promotional programs, advertising, and
selecting trade shows to attend. Global's nine core companies and their
respective satellites employ approximately 410 persons in sales and marketing.
All of the Company's sales personnel are compensated at least partly on a
commission basis, with the structure of compensation and commissions
established by the Company's local management within the confines of the
Company's industry management model. The Company generates sales from within
its existing customer base by tracking the expiration of leases, seeking
opportunities to engage in cross-selling, and giving incentives to service
personnel to create sales leads. Each of the core companies also operates a
telemarketing program to generate sales leads in addition to door-to-door
marketing.

TRAINING

The Company's sales and service employees are provided extensive, ongoing
training. Each core company has its own technical trainer and training is
scheduled on a regular basis. Core company technical trainers are typically
certified by the Company's suppliers, which authorizes the Company's service
technicians to act as

31
<PAGE>

factory certified technicians. The Company also provides formalized product
and general sales training to its sales and marketing personnel.

SUPPLIERS

The Company's automated office equipment dealers represent a number of
suppliers, including Konica, Canon, Hewlett Packard, Mita, Muratec, Panasonic,
Ricoh, Riso, Inc., Savin and Sharp. The electronic presentation equipment sold
by the Company includes overhead projectors by Apollo International of
Delaware, Inc. and Minnesota Mining & Manufacturing Company ("3M") and LCD
projectors by Sharp, nView, Proxima, In Focus, Epson and Lightware, as well as
Smartboards by Smart Technologies, Inc. In the DIM systems market, the Company
sells microfilm and microfiche recording and viewing equipment by Canon, and
optical data storage equipment by Canon, Compaq, and Westbrook Technologies.
The Company's network integrators sell personal and laptop computers
manufactured by IBM, Dell Computer Corporation, Compaq, AST Research, Inc.,
NEC America, Inc. and Toshiba America, Inc., and networking software by
Microsoft, Novell, Banyan Systems Incorporated and Raptor Systems, Inc. One of
these suppliers, Konica, accounted for 18% of the Company's purchases of
equipment in the nine month period ended December 31, 1997, on a pro forma
basis (and 21% of such purchases historically). No other supplier represented
in excess of 10% of such purchases.

The Company's agreements with its suppliers generally permit the Company to
sell particular products on a nonexclusive basis in particular geographic
areas, have a one-year renewable term and may be terminated or not renewed by
the supplier (i) on 30 days notice in the event that the Company does not meet
minimum purchase quotas, or certain other requirements or (ii) immediately
upon notice under certain circumstances.

LEASING AND RENTALS

A majority of the copiers sold by the Company are financed by third-party
leasing companies. Under its "Preferred Vendor Leasing Program," the Company
has contracted with three nationwide equipment lease vendors, granting these
vendors preferential rights to provide the Company's customers leasing
services in exchange for their agreement to offer the Company better leasing
rates and terms than are generally available through individual copier
dealers, control over the lease residuals, and a standardized leasing
application for use with all of these preferred vendors. Control over the
lease residuals gives the Company the option to purchase the leased equipment,
under already negotiated terms, at the end of the lease term. This flexibility
allows the Company to sell the equipment to its customer at the end of the
lease term, or to include arrangements for such a sale in connection with the
original purchase of the equipment. Currently, only the Company's automated
office equipment dealers have widely offered third party leasing arrangements
to their customers, but the Company plans to increase the use of third party
leases in the electronic presentation and DIM systems markets where, the
Company believes, high equipment costs make leasing a promising financing
alternative for many customers.

In some cases, the Company's automated office equipment dealers also rent
equipment. Rental arrangements provide the Company with a steady, monthly
revenue stream and, like the Company's leasing arrangements, give the Company
control over disposition of the equipment at the end of the rental term.

COMPETITION

The Company faces competition in the automated office equipment market, the
electronic presentation systems market and the DIM systems market from large
dealers like IKON and Danka, independent dealers, and manufacturers' sales and
service divisions, including Canon, Kodak, Konica, Minolta, Pitney Bowes, Wang
and Xerox, as well as office superstores and consumer electronics chains. As
digital and other new technology develops, the Company may find itself
competing with new distributions channels, including computer distributors and
value added resellers, for products containing new technology. Principal areas
of competition in these markets include price and product capabilities;
quality and speed of post-sales service support; availability of equipment,
parts and supplies; speed of delivery; financing terms and availability of
financing, leasing, or rental programs.

32
<PAGE>

In the network integration services market, the Company competes with large
companies such as GE Capital, AmeriData, Inacom and Vanstar, as well as a
large number of smaller competitors with regional or local operations and the
in-house capabilities of its customers. Principal areas of competition in this
market include reputation, quality and speed of support, and price.

The Company also faces competition in acquiring core and satellite companies
from consolidators such as IKON, Danka, and a number of other independent
dealers that have been active in consolidating in its markets in recent years.
See "Business--The Industry."

EMPLOYEES

The Company has approximately 1,140 employees, most of whom are employed
through the Company's core companies. Of these, approximately 410 are engaged
in sales and marketing, 500 in service, and 220 in operations and
administration. Thirteen employees are employed at Global's corporate
headquarters in Tampa, Florida. None of the Company's employees is covered by
collective bargaining agreements. Management believes that the Company has
good relations with its employees.

GOVERNMENT AND ENVIRONMENTAL REGULATION

The Company is subject to regulation under various federal, state and local
laws relating to employee safety and health and environmental protection. The
Company is not aware of any material non-compliance with any such law.

LEGAL PROCEEDINGS

The Company is not currently involved in any legal proceeding or
investigation that is expected by management to have a material adverse effect
on the Company.

33
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Carl D. Thoma............ 49 Chairman of the Board of Directors
Thomas S. Johnson........ 52 Director, President and Chief Executive Officer
Bruce D. Gorchow......... 39 Director
William C. Kessinger..... 31 Director
L. Neal Berney........... 45 Director
Raymond Schilling........ 43 Vice President, Chief Financial Officer, Secretary
and Treasurer
Michael Mueller.......... 46 Vice President, Chief Operating Officer
Alfred N. Vieira......... 50 Vice President of Service
</TABLE>

CARL D. THOMA has served as a director of the Company since its founding in
June 1994. Mr. Thoma founded and has been a Principal and General Partner with
GTCR in Chicago, Illinois, since 1980 and has been the Managing Partner of
GTCR since 1993. Mr. Thoma is also a director of ITI Marketing Services,
National Equipment Services, Inc., Paging Network, Inc., Outsource Partners,
Inc. and Capitol Office Solutions, Inc.

THOMAS S. JOHNSON has served as a director and as President and Chief
Executive Officer of the Company since its founding in June 1994. From 1991 to
1994, Mr. Johnson was an office imaging industry consultant. From 1989 to
1990, Mr. Johnson served as Chief Operating Officer for Danka. From 1975 to
1989, Mr. Johnson worked at IKON (formerly known as Alco Standard Corporation)
in various staff and operating roles. When he left there in 1989, he was Vice
President--Operations of the Office Products group and was responsible for
acquisitions and turning around under-performing operations. Mr. Johnson has
been involved in numerous acquisitions of office equipment dealers during his
career. Mr. Johnson graduated with a B.S. degree from the University of
Florida in 1972, and received his MBA from Harvard Business School in 1976.
Mr. Johnson is also a director of Capitol Office Solutions, Inc.

BRUCE D. GORCHOW has served as a director of the Company since October 1996.
Since 1991, Mr. Gorchow has served as Executive Vice President and head of the
Private Finance Group of PPM America, Inc. Prior to joining PPM America, Inc.,
Mr. Gorchow was a Vice President at Equitable Capital Management, Inc. Mr.
Gorchow received his B.A. in Economics from Haverford College in 1980 and
received his MBA in Finance from the Wharton School of the University of
Pennsylvania in 1982. Mr. Gorchow is also a director of Leiner Health
Products, Inc., Tomah Products, Inc., Burke Industries, Inc., Elgar
Electronics, Inc. and Capitol Office Solutions, Inc.

WILLIAM C. KESSINGER has served as a director of the Company since December
1995. Mr. Kessinger joined GTCR in May 1995 and became a Principal in
September 1997. Prior thereto, Mr. Kessinger was a Principal with The
Parthenon Group from July 1994 to May 1995. From August 1992 to June 1994, Mr.
Kessinger attended Harvard Business School, where he received his MBA. Prior
to that time, Mr. Kessinger served as an Associate with Prudential Asset
Management Asia from August 1988 to June 1992. Mr. Kessinger is also a
director of AnswerThink Consulting Group, Inc., Capitol Office Solutions,
Inc., Excaliber, Inc., National Equipment Services, Inc. and Users, Inc.

L. NEAL BERNEY has served as a director of the Company since October 1996.
Since 1980, Mr. Berney has served as President of Berney, Inc., which was
acquired by the Company in February 1995. Mr. Berney has been active in the
office products industry for over 27 years.

34
<PAGE>

RAYMOND SCHILLING has served as Vice President, Chief Financial Officer,
Secretary and Treasurer of the Company since its inception in June 1994. From
1988 to 1994, Mr. Schilling was Vice President--Finance of the
California/Nevada region of McCaw Communications and responsible for all of
its finance and administrative functions. From 1980 to 1988, Mr. Schilling
worked with Mr. Johnson at IKON in various accounting and financial reporting
functions, including as controller of Alco Office Products, where his
responsibilities included acquisitions and evaluation, integration,
development and installation of financial systems. From 1986 to 1988, Mr.
Schilling also was Vice President of Finance and Administration of San Sierra
Business Systems (an Alco Office Products dealer). From 1976 to 1980, Mr.
Schilling was employed by Price Waterhouse as a CPA. Mr. Schilling graduated
with a B.A. in Economics and Accounting from Muhlenberg College in 1976.

MICHAEL MUELLER has served as a Vice President and Chief Operating Officer
of the Company since January 1 1995. From 1986 to December 1994, Mr. Mueller
was employed as Vice President by Global Services Inc., a copier and office
product sales and service company in Houston, Texas, and served as its Chief
Financial Officer from 1988 to 1994. Mr. Mueller obtained his B.B.A. from the
University of Houston in 1974.

ALFRED N. VIEIRA has served as a Vice President of Service of the Company
since March 1997. From May 1996 to March 1997, Mr. Vieira served as Vice
President and General Manager of Felco Office Systems, Inc.'s four branch
locations in South Texas. From 1979 to May 1996, Mr. Vieira was employed by
Global Services Inc., and served as its Vice President of Operations from May
1988 to May 1996. Mr. Vieira studied electrical engineering at City University
of New York.

BOARD COMPOSITION

The Board currently is composed of five directors. After the Offering, the
Board expects to increase the size of the Board to seven directors and to
appoint two additional directors who are not employees of the Company or any
of its affiliates. In accordance with the terms of the Company's Amended and
Restated Certificate of Incorporation to be filed and effective upon the
closing of the Offering, the terms of office of the Board of Directors will be
divided into three classes: Class I, whose term will expire at the annual
meeting of stockholders to be held in 1999, Class II, whose term will expire
at the annual meeting of stockholders to be held in 2000, and Class III, whose
term will expire at the annual meeting of stockholders in 2001. The current
Class I director is Neal Berney; the Class II directors are Bruce Gorchow and
William Kessinger; and the Class III directors are Thomas Johnson and Carl
Thoma. At each annual meeting of stockholders, the successors to the directors
whose terms will then expire will be elected to serve from the time of
election and qualification until election and qualification of their
successors at the third annual meeting following election. In addition, the
Company's Amended and Restated Certificate of Incorporation provides that the
authorized number of directors may be changed only by resolution of the Board
of Directors. Any additional directorships resulting from an increase in the
number of directors will be distributed among the three classes so that, as
nearly as possible, each class will consist of one-third of the directors.
Directors of the Company may be removed without cause only upon the
affirmative vote of the holders of 75% of the outstanding Common Stock, or for
cause only upon the affirmative vote of the holders of two-thirds of the
outstanding Common Stock.

Pursuant to the terms of a Stockholders Agreement among GTCR, the Company,
and the Company's stockholders, the Company's stockholders agreed to vote
their shares in favor of the election to the Board of the Company's Chief
Executive Officer, three designees of GTCR and one designee of JNL. These
provisions of the Stockholders Agreement will terminate upon the consummation
of the Offering. See "Certain Transactions." In addition, the Company has a
policy of nominating for election to the Board, for rotating terms, one of the
presidents of its core companies. Mr. Berney, who is the president of Berney,
Inc., is currently serving as a director pursuant to this policy.

All officers serve at the discretion of the Board of Directors. There are no
family relationships among any of the directors or executive officers of the
Company.

35
<PAGE>

COMMITTEES OF THE BOARD

The Board of Directors has established a Compensation Committee, which is
responsible for determining compensation for the Company's executive officers
and administering the Stock Plan. Carl Thoma, William Kessinger and Bruce
Gorchow, all of whom are non-employee directors, are the members of the
Compensation Committee. The Company has also established an Audit Committee,
which is responsible for making recommendations concerning the engagement of
independent public accountants, reviewing the plans and results of such
engagement with the independent public accountants, reviewing the independence
of the independent public accountants, considering the range of audit and non-
audit fees and reviewing the adequacy of the Company's internal accounting
controls. Carl Thoma, William Kessinger and Bruce Gorchow are the members of
the Audit Committee.

COMPENSATION OF DIRECTORS

Directors do not receive any cash compensation from the Company for their
service as members of the Board of Directors, although they are reimbursed for
certain expenses in connection with attendance at Board and committee
meetings. Under the terms of the Stock Plan, non-employee directors of the
Company will receive, upon their initial election to the Board and on the date
of each annual meeting of stockholders held after the first anniversary of
their election to the Board, an option to purchase shares of Common Stock
for a purchase price equal to the market value of the underlying stock on the
date of grant. Each option will have a term of ten years and will vest in
three equal annual installments beginning on the first anniversary of the date
of grant. See "Management--Stock Option and Restricted Stock Plan."

EXECUTIVE COMPENSATION

Summary Compensation Table. The following table sets forth the compensation
paid to or earned by the Company's Chief Executive Officer and all other
executive officers of the Company whose salary and bonus for services rendered
in all capacities to the Company during the year ended March 31, 1997 exceeded
$100,000 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------- ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) COMPENSATION ($)(1)
- --------------------------- ----------- ---------- --------- -------------------
<S> <C> <C> <C> <C>
Thomas S. Johnson
President and Chief
Executive Officer....... 1997 $210,120 $51,000 $1,831
Raymond Schilling
Vice President, Chief
Financial Officer,
Secretary and
Treasurer............... 1997 113,550 30,250 336
Michael Mueller
Vice President, Chief
Operating Officer....... 1997 113,300 48,250 1,332
</TABLE>
- --------
(1) Consists of matching contributions to the Company's Savings Plan.

EXECUTIVE EMPLOYMENT AGREEMENTS

The Company and GTCR IV have entered into executive employment agreements
with each of Mr. Johnson, Mr. Schilling, Mr. Mueller and Mr. Vieira (the
"Executive Agreements"). Under their respective Executive Agreements, Mr.
Johnson, Mr. Schilling, Mr. Mueller and Mr. Vieira (the "Executives") receive
annual base salaries currently set at $225,000, $118,962, $118,962, and
$105,000, respectively, subject to periodic increases at the discretion of the
Board and are eligible for an annual bonus of up to 40% or 50% of their annual
base salary upon the attainment of certain defined objectives. Pursuant to
their Executive Agreements, Mr. Johnson, Mr. Schilling and Mr. Mueller were
guaranteed certain one-time bonuses in connection with the Company's first

36
<PAGE>

year of operation. Each of the Executives is entitled to all other benefits
approved by the Board and made available to the Company's senior management.
Mr. Johnson is also entitled to receive reimbursement of up to $12,000
annually for certain perquisites. Mr. Johnson's employment under his Executive
Agreement renews automatically for one-year periods unless otherwise
terminated by either party upon 30 days notice. Mr. Schilling, Mr. Mueller,
and Mr. Vieira's employment under their respective Executive Agreements shall
continue at the pleasure of the Board or until the Executive's resignation,
removal, death or disability. In the event of a termination by the Company
without cause, or a termination by Mr. Johnson for good reason, including as a
result of a change in control of the Company, Mr. Johnson is entitled to
receive severance pay equal to his current base salary for a period of one
year and all fringe benefits to which he otherwise would be entitled for
approximately one year. Mr. Schilling, Mr. Mueller, and Mr. Vieira are each
entitled to a pro rata share of their annual bonus in the event of a
termination by the Company without cause or a voluntary termination by such
Executive. The Executive Agreements contain confidentiality covenants and a
covenant not to compete with the Company for a period of one year following
termination of employment.

Under their respective Executive Agreements, Mr. Johnson, Mr. Schilling, Mr.
Mueller and Mr. Vieira received the right to purchase, and purchased, 647,059,
215,685, 172,548 and 172,548 shares, respectively, of Common Stock at a price
of $0.07 per share, subject to vesting over a five year period. The Executive
Agreements provide the Company with the right to repurchase unvested shares of
the Class B Common Stock of an Executive under certain circumstances relating
to the termination of his employment.

Under his Executive Agreement, Mr. Johnson received the right to purchase,
at a price of $0.07 per share, certain shares of Common Stock that were
reserved for issuance to senior management in June 1994 and that remain
unissued as of the time of the Company's initial public offering. Mr. Johnson
has notified the Company that he will exercise such right and purchase 9,026
shares of the Company's Common Stock prior to the closing of the Offering.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the formation of the Compensation Committee in February 1998, all
determinations with respect to executive officer compensation were made by the
Board of Directors, including Mr. Johnson, the Company's Chief Executive
Officer, and Mr. Berney, who is an officer of the Company's subsidiary,
Berney, Inc. Each of the Company's directors has purchased securities of the
Company individually or through an affiliated entity. See "Certain
Transactions" and "Principal and Selling Stockholders."

SAVINGS PLAN

The Company maintains a savings plan (the "Savings Plan") that is intended
to be a qualified retirement plan under the Internal Revenue Code. Generally,
all employees of the Company who are at least 21 years of age are eligible to
participate in the Savings Plan upon the completion of 12 consecutive months
of employment with the Company. Participants may make salary deferral
contributions to the Savings Plan, subject to limitations imposed by the
Internal Revenue Code. Participants' contributions may be invested in any of
several investment alternatives including, after the Offering, a fund that
will invest solely in shares of the Company's Common Stock. The Savings Plan
allows the Company to make discretionary matching contributions to each
participant's account. Employer contributions are subject to a graduated
vesting schedule based upon length of service with the Company.

STOCK OPTION AND RESTRICTED STOCK PLAN

The Company has adopted the 1998 Stock Option and Restricted Stock Plan (the
"Stock Plan"), which authorizes the issuance of up to 1,800,000 shares of the
Company's Common Stock pursuant to stock options or restricted stock granted
to directors, officers and employees of and consultants and advisors to the
Company. No more than 600,000 shares may be issued under the Stock Plan as
restricted stock, and the maximum number of options that may be granted under
the Stock Plan to any eligible employee or consultant during any calendar year
is 400,000.

37
<PAGE>

The Stock Plan is administered by the Compensation Committee of the Board of
Directors. Subject to limitations set forth in the Stock Plan, the Committee
determines to whom options are granted, the option term, the exercise price
(which may not be less than the fair market value of the underlying shares on
the date of grant), vesting schedules and the rate at which options may be
exercised. The maximum term of options granted under the Stock Plan is ten
years and the exercise price may be payable in cash or, if permitted by the
applicable option agreement, in Common Stock or a combination of cash and
Common Stock.

As of the date of this Prospectus, options to purchase shares of the
Company's Common Stock had been approved for issuance to certain employees of
the Company upon the closing of the Offering, at an exercise price per share
equal to the initial public offering price set forth on the cover of this
Prospectus. All of these options are subject to vesting requirements based on
continued employment (typically 25% per year of employment) or satisfaction of
certain performance milestones. No shares subject to these options have vested
or will vest prior to 180 days following the date of this Prospectus. No other
options were outstanding or are expected to be granted under the Stock Plan
prior to the closing of the Offering.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

As permitted by the Delaware General Corporation Law, the Company's Amended
and Restated Certificate of Incorporation to be filed and effective upon the
closing of the Offering (the "Charter") provides that directors of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, relating to prohibited dividends or
distributions or the repurchase or redemption of stock or (iv) for any
transaction from which the director derives an improper personal benefit. As a
result of this provision, the Company and its stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.

Additionally, the Charter and the Company's amended and restated bylaws to
be effective upon the closing of the Offering (the "Bylaws") provide for
indemnification of the Company's directors and officers to the fullest extent
permitted by law. The Company has entered into indemnification agreements with
its directors and certain officers and key employees which may, in certain
cases, be broader than the specific indemnification provisions of applicable
law. The indemnification agreements may require the Company, among other
things, to indemnify such directors, officers and key employees against
certain liabilities that may arise by reason of their status or service as
directors, officers and employees, to advance the expenses incurred by such
parties as a result of any threatened claims or proceedings brought against
them as to which they could be indemnified, and to cover such persons under
the Company's directors' and officers' liability insurance policies to the
maximum extent that insurance coverage is maintained.

There is no pending litigation or proceeding involving any director, officer
or employee of the Company as to which indemnification is being sought, nor is
the Company aware of any pending or threatened litigation that may result in
claims for indemnification by any such person.

CERTAIN TRANSACTIONS

THE RECAPITALIZATION

In connection with and upon the consummation of the Offering, each
outstanding share of Class A Common Stock, including the shares of Class A
Common Stock held by each of the officers and directors of the Company, will
be redeemed in exchange for approximately 3.41 shares of Common Stock plus the
right to receive a cash payment equal to $90.00 plus 8% per annum from the
time of purchase through May 31, 1998, provided that the Offering closes prior
to June 30, 1998. The Company will use a portion of the net proceeds of the
Offering to redeem all of the shares of Class A Common Stock. In connection
with the redemption, GTCR IV, an affiliate of

38
<PAGE>

GTCR and a holder of a majority of the Company's outstanding stock prior to
the Offering, will receive approximately $23,191,000 and 738,294 shares of
Common Stock upon consummation of the Offering. Carl Thoma and William
Kessinger, directors of the Company, are both principals of GTCR, and Mr.
Thoma is a general partner of GTCR. JNL, which is affiliated with Bruce
Gorchow, a director of the Company, will receive approximately $3,833,000 and
130,233 shares of Common Stock, in addition to any amounts they may receive as
Selling Stockholders. Thomas Johnson, Global's President, Chief Executive
Officer and a director of the Company, Neal Berney, a director of the Company,
and Raymond Schilling, Michael Mueller, and Alfred Vieira, executive officers
of the Company, will receive approximately $572,000, $225,000, $12,000,
$23,000 and $12,000, respectively, and 18,457, 6,620, 369, 695, and 369
shares, respectively, in connection with the redemption of shares of Class A
Common Stock held by them upon consummation of the Offering, in addition to
any amounts they may receive as Selling Stockholders. See "Use of Proceeds"
and "Principal and Selling Stockholders."

FOUNDING AGREEMENTS

The Company was founded in June 1994 by Thomas Johnson and GTCR IV. In
connection with the formation of the Company, Mr. Johnson, Raymond Schilling,
GTCR IV and the Company entered into various agreements relating to the
management and ownership of the Company. These agreements include an Equity
Purchase Agreement, a Registration Agreement, a Stockholders Agreement, and a
Consulting Agreement (collectively, and as amended to date, the "Founding
Agreements"). A number of the Founding Agreements were amended subsequent to
June 1994 to, among other things, add additional stockholders as parties
thereto and to reflect the transactions described below. Substantially all of
the provisions of the Founding Agreements, with the exception of the
Registration Agreement, will terminate upon completion of the Offering. In
connection with the Company's formation, the Company and GTCR also entered
into Executive Agreements with Mr. Johnson and Mr. Schilling and,
subsequently, with Michael Mueller and Alfred Vieira. See "Management--
Executive Employment Agreements."

Pursuant to the provisions of the Equity Purchase Agreement among the
Company, GTCR IV, Mr. Johnson, and certain additional purchasers named therein
dated as of June 9, 1994, as amended on August 14, 1996 (the "Equity Purchase
Agreement"), the Company sold 6,312,766 shares of Common Stock to GTCR IV
and 157,819 shares of Common Stock to Mr. Johnson at a per share purchase
price of $0.08. In addition, GTCR IV and Mr. Johnson agreed to purchase, upon
the Company's meeting certain criteria, and subsequently purchased,
216,666.674 and 5,416.697 shares (the "New Shares") of the Company's Class A
Common Stock ("Class A Shares"), respectively, at a per share purchase price
of $90.00. Mr. Johnson paid for his purchases with the proceeds of a loan from
GTCR.

The Company and its stockholders have entered into a stockholders agreement,
dated as of June 9, 1994, as amended (the "Stockholders Agreement") which, as
amended, (i) provides for the designation of three directors of the Company by
GTCR IV, one director by JNL and for the remainder of the Board to consist of
the Company's chief executive officer; (ii) imposes certain restrictions on
the transfer of shares of the Company; (iii) requires the stockholders to take
certain actions, if approved by GTCR, in connection with an initial public
offering or a sale of the Company, (iv) requires the Company to offer to sell
shares to the stockholders under certain circumstances upon authorization of
an issuance or sale of additional shares, and (v) grants certain stockholders
certain participation rights in connection with a sale of shares by other
stockholders. The terms of the Stockholders Agreement will terminate prior to
the closing of the Offering.

The Company and its stockholders entered into a registration agreement,
dated as of June 9, 1994, as amended (the "Registration Agreement") pursuant
to which the stockholders have the right in certain circumstances, subject to
certain conditions, to require the Company to register their shares of the
Company's Common Stock for resale under the Securities Act. Under the
Registration Agreement, except in limited circumstances, the Company is
obligated to pay all expenses in connection with such registration. See
"Description of Capital Stock--Registration Rights."

39
<PAGE>

Global and GTCR entered into a consulting agreement dated as of June 9, 1994
(the "Consulting Agreement"), pursuant to which GTCR provides financial and
management consulting services to the Company. Under the Consulting Agreement,
GTCR receives an annual management fee of $200,000 (plus reimbursement of
reasonable out-of-pocket expenses and interest on accrued but unpaid fees) and
a placement fee of 1% of the amount of debt or equity capital raised by
Global, excluding the net proceeds of the Offering, for GTCR's assistance in
obtaining such capital. In fiscal years 1995, 1996 and 1997, the Company paid
GTCR management fees of $130,000, $200,000 and $200,000, and placement fees of
$75,000, $390,000 and $0, respectively. Since April 1, 1997, the Company has
paid GTCR $150,000 in management fees and no placement fees pursuant to the
Consulting Agreement. The Consulting Agreement terminates pursuant to its
terms upon the closing of the Offering.

LINE OF CREDIT TRANSACTIONS

In August 1996, the Company and its subsidiaries entered into a secured
credit agreement (as amended in November 1997, the "Credit Agreement") with
JNL and its affiliate PPM America, Inc. ("PPM America"), pursuant to which the
Company has a $6.0 million revolving credit facility and a term credit
facility under which it may borrow up to $114.0 million (the "Credit
Facility"). The term and revolving loans bear interest at 3.25% and 3.00% over
LIBOR, respectively. Principal under the term loan component of the Credit
Facility is repayable in installments over the life of the Credit Facility,
with the final payment due and payable on August 14, 2004. The Company has
pledged substantially all of its assets, including the capital stock of
Global's subsidiaries, to JNL pursuant to the Credit Agreement. The Credit
Agreement requires strict compliance with certain covenants which restrict,
among other things, dividend payments, sales of stock or assets or the
incurrence of additional debt. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

In connection with the Credit Facility, Global and JNL entered into an
Investor Purchase Agreement, dated as of August 14, 1996, pursuant to which
the Company sold to JNL 27,083.33 shares of Class A Common Stock at a per
share price of $90.00, and 633,933 shares of Class C Common Stock at a per
share price of $0.10. As a result of its purchase, JNL became a holder of more
than 5% of the Company's outstanding stock. In November 1997, in connection
with the amendment of the Credit Facility, the Company sold JNL an additional
11,136.268 shares of Class A Common Stock at a per share price of $90.00, and
an additional 260,663 shares of Class C Common Stock at a per share price of
$0.10. Shares of Class C Common Stock, which are non-voting, will convert into
shares of Common Stock upon the closing of the Offering at a rate of one share
of Common Stock for each share of Class C Common Stock. JNL, Global, GTCR IV
and certain other stockholders of the Company also entered into amendments to
the Company's Equity Purchase Agreement, Stockholders Agreement and
Registration Agreement which, as amended (i) added JNL as a party thereto;
(ii) granted the Company certain rights to redeem shares of Common Stock held
by Mr. Johnson and GTCR IV in the event that Mr. Johnson and GTCR IV failed to
purchase their New Shares pursuant to the Equity Purchase Agreement; (iii)
granted JNL certain rights to require the Company to register under the
Securities Act shares of Common Stock held by JNL; (iv) granted JNL the right
to designate one director of the Company and one observer with rights to
attend all meetings of the Company's Board of Directors; (v) required the
Company to amend its certificate of incorporation to provide for conversion of
Class A Common Stock into Common Stock at a discount to market rates under
certain circumstances; and (vi) granted JNL preemptive rights to purchase
additional shares of Class A Common Stock and Class C Common Stock under
certain circumstances. Of these rights, only JNL's rights to require the
registration of shares held by it under the Securities Act will continue after
the Offering. Bruce Gorchow, an executive vice president of PPM America and a
director of the Company, was elected to the Company's Board of Directors
pursuant to JNL's board designation rights under the Stockholders Agreement.

ACQUISITION OF CAPITOL OFFICE SOLUTIONS, INC. BY GTCR IV AND GLOBAL MANAGEMENT

In June 1997, GTCR IV, in combination with certain other Global stockholders
and members of Global's management, acquired two thirds of the outstanding
stock of Capitol Office Solutions, Inc. ("Capitol"), a company engaged in the
office imaging solutions industry located in the metropolitan Washington, D.C.
area. Following the acquisition, GTCR IV held discussions with the holder of
the minority interest in Capitol about

40
<PAGE>

the possibility of a business combination between Capitol and the Company. The
parties were unable to reach agreement, however, and there can be no assurance
that any such business combination will be consummated in the future. In the
absence of a business combination, the Company may find itself competing with
Capitol from time to time, as Capitol operates in the same geographic market
as certain of Global's core companies.

As part of the Capitol transaction, Mr. Johnson, Global's President and
Chief Executive Officer and a director of Global; Neal Berney, a director of
Global; Raymond Schilling, Michael Mueller, and Alfred Vieira, executive
officers of Global; and JNL each purchased shares of Capitol. Global made
loans to Mr. Johnson, Mr. Schilling, Mr. Mueller and Mr. Vieira in the amounts
of $200,000, $115,324, $93,169 and $91,507, respectively. The loans are
evidenced by promissory notes which bear interest at an annual rate of 8.0%
payable at maturity, and which mature on June 30, 2000. The promissory notes
are secured by the Capitol stock purchased with the loan proceeds. Except for
GTCR IV, none of these stockholders holds in excess of ten percent of the
voting stock of Capitol. In connection with the Capitol transaction, PPM
America extended Capitol a $30.0 million line of credit. The directors of
Capitol include Carl Thoma, William Kessinger, Bruce Gorchow and Thomas
Johnson.

Global and Capitol entered into a consulting agreement dated as of June 30,
1997 (the "Capitol Consulting Agreement"), pursuant to which Global provides
management consulting and advisory services to Capitol. Under the Capitol
Consulting Agreement, Global receives an annual management fee of $150,000
(plus reimbursement of reasonable out-of-pocket expenses and interest on
accrued but unpaid fees). From July 1, 1997 through January 31, 1998, $87,500
in management fees have accrued, but have not yet been paid, pursuant to the
Capitol Consulting Agreement. Global also received a one-time fee of $270,000
for Global's assistance in arranging the Capitol transaction and the JNL loan
to Capitol. The Consulting Agreement terminates upon the sale of Capitol or
its assets to a party unaffiliated with Global or, at Capitol's option, at
such time as GTCR IV holds less than 10% of the outstanding common equity of
Capitol.

ADDITIONAL LOANS TO MANAGEMENT

In connection with Mr. Schilling's relocation to Tampa, Global loaned Mr.
Schilling $35,000 pursuant to a promissory note, dated September 28, 1995
(which replaces a promissory note dated October 18, 1994 for $30,000), which
bears interest at 6.28% per annum. Interest and principal on Mr. Schilling's
note would become due upon Mr. Schilling's voluntary resignation from
employment with the Company prior to three years from the date of the note, or
will be forgiven on such date if he has not so resigned. Global also loaned to
Mr. Mueller $11,793 in connection with his relocation to Tampa. Mr. Mueller's
loan is evidenced by a promissory note dated April 17, 1995 which contains
terms similar to those of Mr. Schilling's note.

ACQUISITION OF BERNEY, INC.

On February 24, 1995, the Company acquired all of the outstanding capital
stock of Berney, Inc. (the "Berney Acquisition") pursuant to a Stock Purchase
Agreement (the "Berney Acquisition Agreement") in exchange for $4.6 million in
cash ($460,000 of which was allocated as consideration for certain agreements
by the former stockholders of Berney, Inc. not to compete with the Company).
L. Neal Berney, a director of the Company, held a majority of the capital
stock of Berney, Inc. prior to its acquisition by the Company.

In connection with the acquisition of Berney, Inc., Mr. Berney entered into
an Equity Purchase Agreement with the Company and certain other former
stockholders of Berney, Inc., pursuant to which Mr. Berney purchased 996.66
shares of the Company's Class A Common Stock at a per share price of $90.00,
and 29,038 shares of the Company's Common Stock at a per share price of $0.08.

Mr. Berney entered into an executive agreement with Berney, Inc. upon its
acquisition by Global on February 24, 1995 (the "Berney Executive Agreement").
Pursuant to the Berney Executive Agreement, Mr. Berney receives an annual base
salary initially set at $132,000, subject to periodic increases at the
discretion of the board of directors of Berney, Inc., which consists of Mr.
Johnson, Mr. Berney and Mr. Kessinger. Mr. Berney is eligible for an annual
bonus of up to 50% of his annual base salary upon the attainment of certain
defined objectives. The Berney Executive Agreement renews automatically for
one-year periods unless either party gives 30 days notice of termination.

41
<PAGE>

In connection with the Company's acquisition of Berney, Inc., the Company
entered into a lease (the "Berney Lease") with an entity partly owned by Mr.
Berney (the "Berney entity") pursuant to which the Company rents space from
such entity at rates the Company believes are commercially competitive. The
Berney Lease expires on February 29, 2000 and may be extended at the option of
the Company for an additional five year term. In fiscal years 1996 and 1997
and the period from April 1, 1997 to January 31, 1998, Berney, Inc. has paid
$134,000, $141,000 and $122,000, respectively, in rent pursuant to the Berney
Lease. In addition, the Company has reached a tentative agreement to lease
space in an additional building from the Berney entity.

OTHER TRANSACTIONS

In April 1996, the Company entered into a transaction pursuant to which
2,210 shares of Class A Common Stock and 64,390 shares of Common Stock were
purchased from a departing employee and transferred to certain investors. In
connection with his participation in the transaction, Neal Berney paid
approximately $99,000 and received 946.381 shares of Class A Common Stock and
27,574 shares of Common Stock.

Mr. Johnson's son, Todd Johnson, is employed by the Company. Todd Johnson
received approximately $56,000 in salary and bonus in fiscal 1997 and
approximately $40,000 in salary in the nine months ended December 31, 1997.

The Company has entered into indemnification agreements with its directors
and executive officers for the indemnification of and advancement of expenses
to such persons to the full extent permitted by law. See "Management--
Limitation of Liability and Indemnification Matters."

<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock as of February 28, 1998, and as
adjusted to reflect the sale of 7,000,000 shares of the Common Stock offered
hereby and to reflect the issuance of an aggregate of 86,276 shares of Common
Stock expected to be issued in March 1998, for (i) each person (or group of
affiliated persons) known by the Company to be the beneficial owner of more
than 5% of the outstanding Common Stock; (ii) each of the Named Executive
Officers; (iii) each director of the Company; (iv) by each Selling Stockholder
and (v) all of the Company's directors and executive officers as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARED BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING OFFERING
NAME AND ADDRESS OF ----------------------- SHARES TO BE SOLD -----------------------
BENEFICIAL OWNER (1) NUMBER PERCENT IN OFFERING (2) NUMBER PERCENT
- -------------------- ------------ ---------- ----------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Golder, Thoma, Cressey,
Rauner Fund IV Limited
Partnership (3)........ 7,128,310 61.5% 262,291 6,866,019 37.6%
Jackson National Life
Insurance Company (4).. 1,024,829 8.9 37,709 987,120 5.4
Thomas S. Johnson (5)... 832,361 7.2 -- 832,361 4.6
Raymond Schilling (6)... 219,210 1.9 -- 219,210 1.2
Michael Mueller (7)..... 179,188 1.6 -- 179,188 *
Carl D. Thoma (3)....... 7,128,310 61.5 262,291 6,866,019 37.6
Bruce D. Gorchow (4).... 1,024,829 8.9 37,709 987,120 5.4
William C.
Kessinger (3).......... 7,128,310 61.5 262,291 6,866,019 37.6
L. Neal Berney (8)...... 63,232 * -- 63,232 *
All directors and
executive officers as a
group (8 persons) (9).. 9,623,203 83.1% 300,000 9,323,203 51.0%
</TABLE>
- --------
* Less than 1%.
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to shares shown as beneficially owned by such person.
Except as otherwise specified below, the address of each of the beneficial
owners identified is 13902 North Dale Mabry, Suite 300, Tampa, Florida
33618.
(2) In connection with the redemption of Class A Common Stock to be effected
by the Company upon completion of the Offering, GTCR IV, JNL, Mr. Johnson,
Mr. Schilling, Mr. Mueller and Mr. Berney will receive approximately
$23,191,000, $3,833,000, $572,000, $12,000, $23,000 and $225,000,
respectively, in partial payment for the redemption of the shares of Class
A Common Stock held by them. In addition to the cash payments, they will
receive 738,294, 130,233, 18,457, 369, 695 and 6,620 shares of Common
Stock, respectively as payment for the redemption of their shares of Class
A Common Stock.
(3) Consists of 6,312,766 shares held of record by GTCR IV; 738,294 shares of
Common Stock issuable to GTCR IV upon completion of the Offering in
connection with the redemption of 216,666.674 shares of Class A Common
Stock currently held by GTCR IV; and 77,250 shares of Common Stock that
are expected to be issued to GTCR IV prior to the date of this Prospectus
pursuant to contractual obligations outstanding as of February 28, 1998.
Mr. Thoma and Mr. Kessinger, each of whom is a director of the Company and
a principal of GTCR IV, share voting and investment power with respect to
such shares and each may be deemed to be the beneficial owner of such
shares. The address of each of GTCR IV, Carl D. Thoma and William
Kessinger is c/o Golder, Thoma, Cressey, Rauner, Inc., 233 South Wacker
Drive, 61st Floor, 6100 Sears Tower, Chicago, Illinois 60606.
(4) Consists of 894,596 shares held of record by JNL and 130,233 shares of
Common Stock issuable to JNL upon completion of the Offering in connection
with the redemption of 38,219.598 shares of Class A Common Stock currently
held by JNL. Mr. Gorchow, a director of the Company and an executive vice
president of PPM America, which is affiliated with JNL, has voting and
investment power with respect to such shares and may be deemed to be the
beneficial owner of such shares. The address of JNL and Mr. Gorchow is
5901 Executive Drive, Lansing, Michigan 48911.

43
<PAGE>

(5) Includes 18,457 shares of Common Stock issuable to Mr. Johnson upon
completion of the Offering in connection with the redemption of 5,416.697
shares of Class A Common Stock currently held by Mr. Johnson; 9,026 shares
of Common Stock that are expected to be issued to Mr. Johnson prior to the
date of this Prospectus pursuant to contractual obligations outstanding as
of February 28, 1998; and 46,200 shares of Common Stock held of record by
members of Mr. Johnson's immediate family over which Mr. Johnson has
shared dispositive and sole voting power.
(6) Includes 369 shares of Common Stock issuable to Mr. Schilling upon
completion of the Offering in connection with the redemption of 108.334
shares of Class A Common Stock currently held by Mr. Schilling.
(7) Includes 695 shares of Common Stock issuable to Mr. Mueller upon
completion of the Offering in connection with the redemption of 204.082
shares of Class A Common Stock currently held by Mr. Mueller.
(8) Includes 6,620 shares of Common Stock issuable to Mr. Berney upon
completion of the Offering in connection with the redemption of 1,943.041
shares of Class A Common Stock currently held by Mr. Berney. Mr. Berney's
address is c/o Berney, Inc., 209 Gunn Road, Montgomery, Alabama, 36117.
(9) Includes 895,037 shares of Common Stock issuable upon completion of the
Offering in connection with the redemption of 262,666.759 shares of Class
A Common Stock currently held by the Company's directors and executive
officers. See Notes (3) through (8) above.

44
<PAGE>

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Company is authorized to issue 50,000,000 shares of Common Stock. As of
February 28, 1998 the Company had outstanding 11,497,363 shares of Common
Stock and had approximately 92 holders of record of the Common Stock. Each
stockholder of record is entitled to one vote for each outstanding share of
Common Stock owned by such stockholder on every matter properly submitted to
the stockholders for their vote.

Subject to the dividend rights of holders of the Preferred Stock, holders of
Common Stock are entitled to any dividend declared by the Board of Directors
out of funds legally available for such purpose, and, after the payment of any
liquidation preferences to all holders of Preferred Stock, holders of Common
Stock are entitled to receive on a pro rata basis all remaining assets of the
Company available for distribution to the stockholders in the event of the
liquidation, dissolution, or winding up of the Company. Holders of Common
Stock do not have any preemptive right under the Charter to become subscribers
or purchasers of additional shares of any class of the Company's capital
stock.

PREFERRED STOCK

As of the closing of this Offering, no shares of preferred stock, $0.01 par
value per share ("Preferred Stock") will be outstanding. Thereafter, the Board
of Directors will be authorized, without further stockholder approval, to
issue up to 10,000,000 shares of Preferred Stock in one or more series and to
fix the rights, preferences, privileges and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption and
liquidation preferences, and to fix the number of shares constituting any
series and the designations of such series.

The issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Company. The issuance of Preferred Stock
could decrease the amount of earnings and assets available for distribution to
the holders of Common Stock or could adversely affect the rights and powers,
including voting rights, of the holders of the Common Stock. In certain
circumstances, such issuance could have the effect of decreasing the market
price of the Common Stock. The Company currently has no plans to issue any
shares of Preferred Stock.

REGISTRATION RIGHTS

Following the sale of the shares of Common Stock offered hereby, the holders
of 11,283,639 shares of Common Stock will have certain rights with respect to
the registration of their shares under the Securities Act, pursuant to the
terms of the Registration Agreement among the Company and the holders of such
shares (the "Holders"). If the Company proposes to register any of its
securities under the Securities Act, either for its own account or the
accounts of others, the Holders are entitled to notice of such registration
and are entitled to include their shares of Common Stock in such registration;
provided that the underwriters of any offering have the right under certain
conditions to limit the number of such shares included in such registration.
Certain holders may also require the Company to file, at the Company's
expense, an unlimited number of registration statements under the Securities
Act with respect to their shares of Common Stock, provided that the aggregate
net cash proceeds to all sellers of Common Stock on any such registration
statement is at least $5 million and subject to certain frequency limitations.
Pursuant to the Registration Agreement, the Company has agreed not to make any
public offering of any shares of Common Stock or any securities convertible
into Common Stock for a period extending 90 days after the date of any
underwritten offering in which shares are registered pursuant to the
Registration Agreement without the prior written consent of the underwriters
of such offering, subject to certain exceptions.

The existence and exercise of the foregoing registration rights may hinder
efforts by the Company to arrange future financing for the Company and may
have an adverse effect on the market price of the Common Stock. See "Risk
Factors--Need For Substantial Additional Funds; Highly Leveraged Capital
Structure."

45
<PAGE>

DELAWARE LAW AND CERTAIN CHARTER, BYLAW AND OTHER PROVISIONS

The Charter allows the Company to issue without stockholder approval
preferred stock having rights senior to those of the Common Stock. In
addition, the Company will be subject to the provisions of Section 203 of the
Delaware General Corporation Law. Section 203 prohibits publicly held Delaware
corporations from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock. These provisions could have the effect of
delaying, deferring or preventing a change in control of the Company or
reducing the price that certain investors might be willing to pay in the
future for shares of the Common Stock.

The Charter provides that each director will serve for a three-year term
with approximately one third of the directors to be elected annually.
Candidates for director may be nominated only by the Board of Directors or by
a stockholder who gives written notice to the Company no later than 60 days
prior nor earlier than 90 days prior to the first anniversary of the last
annual meeting of stockholders. The Company may have as many directors as may
be determined from time to time pursuant to a resolution of the Board. Between
stockholder meetings, the Board may appoint new directors to fill vacancies or
newly created directorships. The Charter will not provide for cumulative
voting at stockholder meetings for election of directors. As a result,
stockholders controlling more than 50% of the outstanding Common Stock can
elect the entire Board of Directors, while stockholders controlling 49% or
less of the Common Stock may not be able to elect any directors. A director
may be removed from office without cause only by the affirmative vote of 75%
of the combined voting power of the then outstanding shares entitled to vote
generally in the election of directors and for cause only by the affirmative
vote of 66 2/3% of such combined voting power. See "Management--Board
Composition."

The Charter and the Bylaws also require that, any action required or
permitted to be taken by stockholders of the Company must be effected at a
duly called annual or special meeting of the stockholders and may not be
effected by a consent in writing. In addition, special meetings of the
stockholders of the Company may be called only by the Board of Directors, the
Chairman of the Board, the chief executive officer of the Company, or by any
person or persons holding shares representing at least 20% of the outstanding
capital stock. These provisions may have the effect of deterring hostile
takeovers or delaying changes in control or management of the Company.

TRANSFER AGENT AND REGISTRAR

has been appointed as the transfer agent and registrar for the
Company's Common Stock.

46
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 18,283,639 shares of
Common Stock outstanding. Of these shares, the 7,000,000 shares (8,050,000
shares if the Underwriters' over-allotment options are exercised in full) of
Common Stock sold in the Offering will be freely transferable without
restriction under the Securities Act unless they are held by the Company's
"affiliates," as defined in Rule 144 under the Securities Act.

The remaining 11,283,639 shares of Common Stock outstanding (10,233,639
shares of Common Stock if the Underwriters' over-allotment options are
exerised in full) are "restricted securities" as that term is defined in Rule
144 (the "Restricted Shares"). Of the Restricted Shares, approximately
10,648,226 shares will become eligible for sale 90 days after completion of
the Offering, subject in some cases to certain volume restrictions and other
conditions imposed under Rules 144 and 701. The remaining approximately
635,413 shares will be eligible for sale upon the expiration of their
respective holding periods as set forth in Rule 144. In addition, the holders
of approximately 11,283,639 of the Restricted Shares are entitled to certain
registration rights with respect to such shares. See "Description of Capital
Stock--Registration Rights." While of the Restricted Shares are subject to
lock-up agreements and may not be sold for 180 days following the date of this
Prospectus, such agreements provide that Prudential Securities Incorporated
may, in its sole discretion at any time and without notice, release all or a
portion of the shares from these lock-up agreements.

Following the date of this Prospectus, the Company intends to register on
one or more registration statements on Form S-8 approximately 1,800,000 shares
of Common Stock issuable under the Stock Plan. Of the 1,800,000 shares
issuable under the Stock Plan, none will be outstanding on the date of
completion of the Offering and no options to purchase such shares will vest
prior to 180 days following the date of this Prospectus.

In general, under Rule 144, a person (or persons whose shares are
aggregated), including an affiliate, who has beneficially owned shares for at
least one year (including holding periods of prior owners other than
affiliates) is entitled to sell, within any three-month period commencing 90
days after the closing of the Offering, a number of shares that does not
exceed the greater of (i) 1% of the then outstanding Common Stock
(approximately 182,836 shares immediately after this Offering, assuming no
exercise of the Underwriters' over-allotment options) or (ii) the average
weekly trading volume in the Common Stock during the four calendar weeks
preceding the sale, subject to the filing of a Form 144 with respect to the
sale and other limitations. In general, shares issued in compliance with Rule
701 may be sold commencing 90 days after the closing of the Offering by non-
affiliates subject to the manner of sale requirements of Rule 144, but without
compliance with the other requirements of Rule 144. Affiliates may sell shares
they acquired under Rule 701 commencing 90 days after the closing of the
Offering in compliance with the provisions of Rule 144 commencing 90 days
after the closing of the Offering, subject to volume limitations and certain
other restrictions under Rule 144. A person who is not an affiliate, has not
been an affiliate within three months prior to sale and has beneficially owned
restricted securities for at least two years is entitled to sell such shares
under Rule 144 without regard to any of the limitations described above.

The Company, its executive officers and directors, the Selling Stockholders
and certain stockholders of the Company have agreed that they will not, for a
period of 180 days subsequent to the date of this Prospectus, directly or
indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase or otherwise sell or dispose (or announce any offer, sale,
offer of sale, contract of sale, pledge, grant of any option to purchase or
other sale or disposition) of any shares of Common Stock or securities
substantially similar thereto, or any securities convertible into or
exercisable or exchangeable for, any shares of Common Stock or securities
substantially similar thereto of the Company (excluding shares of Common Stock
held or proposed to be held through the Company's Savings Plan) without the
prior written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, except that such agreements do not prevent the Company from
granting [additional] options [or restricted stock] under the Stock Plan.
Prudential Securities Incorporated may, in its sole discretion, at any time
and without notice, release all or any portion of the securities subject to
such lock-up agreements.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. Sales of a substantial amount of Common Stock in the public
market could adversely affect the market price of the Common Stock and impair
the Company's ability to sell equity securities in the future on favorable
terms.

47
<PAGE>

UNDERWRITING

The underwriters named below (the "Underwriters"), for whom Prudential
Securities Incorporated, Smith Barney Inc., William Blair & Company, L.L.C.
and Raymond James & Associates, Inc. are acting as representatives (the
"Representatives"), have severally agreed, subject to the terms and conditions
contained in the Underwriting Agreement, to purchase from the Company and the
Selling Stockholders the number of shares of Common Stock set forth opposite
their respective names:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Prudential Securities Incorporated.................................
Smith Barney Inc...................................................
William Blair & Company, L.L.C.....................................
Raymond James & Associates, Inc....................................
---------
Total.............................................................. 7,000,000
=========
</TABLE>

The Company and the Selling Stockholders are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby, if any are purchased.

The Underwriters, through their Representatives, have advised the Company
and the Selling Stockholders that they propose to offer the shares of Common
Stock initially at the public offering price set forth on the cover page of
this Prospectus; that the Underwriters may reallow to selected dealers a
concession of $ per share; and that such dealers may reallow a concession
of $ per share to certain other dealers. After the initial public offering,
the offering price and the concessions may be changed by the Representatives.

The Selling Stockholders have granted the Underwriters over-allotment
options, exercisable for 30 days from the date of this Prospectus, to
purchase, in the aggregate, up to 1,050,000 additional shares of Common Stock
at the initial public offering price, less underwriting discounts and
commissions, as set forth on the cover page of this Prospectus. The
Underwriters may exercise such options solely for the purpose of covering
over-allotments incurred in the sale of the shares of Common Stock offered
hereby. To the extent such options to purchase are exercised, each Underwriter
will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the number set
forth next to such Underwriter's name in the preceding table bears to
7,000,000.

The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters and contribute to any losses arising out of certain
liabilities, including liabilities under the Securities Act.

The Representatives have informed the Company and the Selling Stockholders
that the Underwriters do not intend to confirm sales to any accounts over
which they exercise discretionary authority.

48
<PAGE>

behalf of the Underwriters, except that such agreements do not prevent the
Company from granting additional options under the Stock Plan. Prudential
Securities Incorporated may, in its sole discretion, at any time and without
notice, release all or any portion of the securities subject to such lock-up
agreements.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial public offering price will be
determined through negotiations among the Company, the Selling Stockholders
and the Representatives. Among the factors to be considered in making such
determination will be the prevailing market conditions, the Company's
financial and operating history and condition, its prospects and the prospects
for its industry in general, the management of the Company and the market
prices of securities for companies in businesses similar to that of the
Company.

In connection with the Offering, certain Underwriters (and selling group
members, if any) and their respective affiliates may engage in transactions
that stabilize, maintain or otherwise affect the market price of the Common
Stock. Such transactions may include stabilization transactions effected in
accordance with Rule 104 of Regulation M, pursuant to which such persons may
bid for or purchase Common Stock for the purpose of stabilizing its market
price. The Underwriters also may create a short position for the account of
the Underwriters by selling more Common Stock in connection with the Offering
than they are committed to purchase from the Company and the Selling
Stockholders, and in such case may purchase Common Stock in the open market
following the closing of the Offering to cover all or a portion of such short
position. The Underwriters may also cover all or a portion of such short
position, up to 1,050,000 shares of Common Stock, by exercising the
Underwriters' over-allotment options referred to above. In addition,
Prudential Securities Incorporated, on behalf of the Underwriters, may impose
"penalty bids" under contractual arrangements with the Underwriters whereby it
may reclaim from an Underwriter (or dealer participating in the Offering) for
the account of the other Underwriters, the selling concession with respect to
Common Stock that is distributed in the Offering but subsequently purchased
for the account of the Underwriters in the open market. Any of the
transactions described in this paragraph may result in the maintenance of the
price of the Common Stock at a level above that which might otherwise prevail
in the open market. None of the transactions described in this paragraph is
required, and, if they are undertaken, may be discontinued at any time.

LEGAL MATTERS

The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain legal
matters will be passed upon for the Underwriters by Willkie Farr & Gallagher,
New York, New York. Tidewater Partners, LLC ("Tidewater"), a limited liability
company whose managing members are J. Hovey Kemp and Christopher J. Hagan,
partners of Hogan & Hartson L.L.P., and whose additional members consist of
two attorneys and one legal assistant at Hogan & Hartson L.L.P., owns 650
shares of the Company's Class A Common Stock and 15,834 shares of Common
Stock. Upon completion of the Offering and the redemption of shares of the
Company's Class A Common Stock, Tidewater will receive approximately $65,000
and will hold a total of 18,048 shares of Common Stock. J. Hovey Kemp and
Christopher J. Hagan each serve as Assistant Secretary to the Company. Mr.
Kemp is also a Director and an Assistant Secretary of Capitol.

EXPERTS

The consolidated financial statements of Global Imaging Systems, Inc. at
March 31, 1996, March 31, 1997, and December 31, 1997, and from inception
(June 3, 1994) to March 31, 1995 and for each of the two years in the period
ended March 31, 1997, and for the nine months ended December 31, 1997,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

The financial statements of Copy Service & Supply, Inc. for the five-month
period ended May 31, 1996, appearing in this Prospectus and Registration
Statement have been audited by Barnard, Combs, Potts & Rhyne,

49
<PAGE>

PA, independent auditors, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

The financial statements of Southern Business Communications Group for the
nine-month period ended September 30, 1996, appearing in this Prospectus and
Registration Statement have been audited by Smith & Howard, P.C., independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

The financial statements of Electronic Systems, Inc. for each of the two
years in the period ended December 31, 1996, and for the six-month period
ended June 30, 1997, appearing in this Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.

The financial statements of Eastern Copy Products, Inc. and Subsidiaries for
each of the three years in the period ended July 31, 1997, appearing in this
Prospectus and Registration Statement have been audited by Pasquale & Bowers,
LLP, independent auditors, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

The financial statements of Duplicating Specialties, Inc. d/b/a Copytronix
for the ten-month period ended August 31, 1997, appearing in this Prospectus
and Registration Statement have been audited by Moss Adams LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

The financial statements of Electronic Systems of Richmond, Inc. for the
year ended December 31, 1996 and for the eleven-month period ended November
30, 1997, appearing in this Prospectus and Registration Statement have been
audited by Edmondson, LedBetter & Ballard, L.L.P., independent auditors, as
set forth in their report thereon appearing elsewhere herein, and are included
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.

The financial statements of Connecticut Business Systems, Inc. for each of
the two years in the period ended September 30, 1997, and for the three-month
period ended December 31, 1997, appearing in this Prospectus and Registration
Statement have been audited by Arthur Andersen LLP, independent auditors, as
set forth in their report thereon appearing elsewhere herein, and are included
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.

The financial statements of the Business Systems Division of Bloom's Inc.,
for the year ended January 31, 1997, and for the eleven-month period ended
December 31, 1997, appearing in this Prospectus and Registration Statement
have been audited by Joseph D. Kalicka & Company, LLP, independent auditors,
as set forth in their report thereon appearing elsewhere herein, and are
included in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1 under the Securities Act, of which this
Prospectus is a part, with respect to the Common Stock offered hereby. This
Prospectus omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement for further information
with respect to the Company and the Common Stock offered hereby. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents and when any such document is an exhibit to the
Registration Statement, each such statement is qualified in its entirety by
reference to the copy of such document filed with the Commission. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected without charge at the principal office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and the Commission's Regional
Offices

50
<PAGE>

at 65 Park Place, Room 1288, New York, New York 10017, and Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511, and
copies may be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Registration Statement, including all exhibits and schedules, and such reports
and other information may also be accessed electronically by means of the
Commission's site on the World Wide Web, at http://www.sec.gov.

The Company intends to furnish to its stockholders annual reports containing
financial statements audited by its independent certified public accountants
and make available to its stockholders quarterly reports containing unaudited
financial data for the first three quarters of each fiscal year.

51
<PAGE>

INDEX TO FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
<TABLE>
<S> <C>
Basis of Presentation.................................................... F-3
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 1997... F-4
Unaudited Pro Forma Consolidated Statements of Operations--Year Ended
March 31, 1997.......................................................... F-6
Unaudited Pro Forma Consolidated Statements of Operations--Nine-Month
Period Ended December 31, 1997.......................................... F-8
</TABLE>

FINANCIAL STATEMENTS OF GLOBAL IMAGING SYSTEMS, INC.
<TABLE>
<S> <C>
Report of Independent Auditors........................................... F-10
Consolidated Balance Sheets as of March 31, 1996 and 1997 and December
31, 1997................................................................ F-12
Consolidated Statements of Operations from Inception (June 3, 1994) to
March 31, 1995, for the Years Ended March 31, 1996 and 1997 and the Nine
Months Ended December 31, 1996 (Unaudited) and 1997..................... F-14
Consolidated Statements of Stockholders' Equity (Deficit) from Inception
(June 3, 1994) to March 31, 1995, for the Years Ended March 31, 1996 and
1997 and the Nine Months Ended December 31, 1997........................ F-15
Consolidated Statements of Cash Flows from Inception (June 3, 1994) to
March 31, 1995, for the Years Ended March 31, 1996 and 1997 and the Nine
Months Ended December 31, 1996 (Unaudited) and 1997..................... F-16
Notes to Consolidated Financial Statements............................... F-17
</TABLE>

FINANCIAL STATEMENTS OF COPY SERVICE & SUPPLY, INC.
<TABLE>
<S> <C>
Independent Auditors' Report............................................. F-28
Combined Statement of Income and Owners' Capital for the Five-Month
Period Ended May 31, 1996............................................... F-29
Combined Statement of Cash Flows for the Five-Month Period Ended May 31,
1996.................................................................... F-30
Notes to Financial Statements............................................ F-31
</TABLE>

FINANCIAL STATEMENTS OF SOUTHERN BUSINESS COMMUNICATIONS GROUP
<TABLE>
<S> <C>
Independent Auditors' Report............................................. F-36
Combined Statement of Income for the Nine-Month Period Ended September
30, 1996................................................................ F-37
Combined Statement of Cash Flows for the Nine-Month Period Ended
September 30, 1996...................................................... F-38
Notes to Combined Financial Statements................................... F-39
</TABLE>

FINANCIAL STATEMENTS OF ELECTRONIC SYSTEMS, INC.
<TABLE>
<S> <C>
Report of Independent Auditors........................................... F-41
Statements of Income and Retained Earnings for the Years Ended December
31, 1995 and 1996 and the Six-Month Period Ended June 30, 1997.......... F-42
Statements of Cash Flows for the Years Ended December 31, 1995 and 1996
and the Six-Month Period Ended June 30, 1997............................ F-43
Notes to Financial Statements............................................ F-44
</TABLE>

FINANCIAL STATEMENTS OF EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES
<TABLE>
<S> <C>
Independent Auditors' Report............................................. F-47
Consolidated Statements of Income and Retained Earnings for the Years
Ended July 31, 1995, 1996 and 1997...................................... F-48
</TABLE>

F-1
<PAGE>

<TABLE>
<S> <C>
Consolidated Statements of Cash Flows for the Years Ended July 31, 1995,
1996 and 1997............................................................ F-49
Notes to the Consolidated Financial Statements............................ F-50
</TABLE>

FINANCIAL STATEMENTS OF DUPLICATING SPECIALTIES, INC. (COPYTRONIX)
<TABLE>
<S> <C>
Independent Auditor's Report.............................................. F-54
Statement of Income and Retained Earnings for the Ten-Month Period Ended
August 31, 1997.......................................................... F-55
Statement of Cash Flows for the Ten-Month Period Ended August 31, 1997.... F-56
Notes to Financial Statements............................................. F-57
</TABLE>

FINANCIAL STATEMENTS OF ELECTRONIC SYSTEMS OF RICHMOND, INC.
<TABLE>
<S> <C>
Independent Auditor's Report.............................................. F-60
Statements of Income and Retained Earnings for the Year Ended December 31,
1996 and the Eleven-Month Period Ended November 30, 1997................. F-61
Statements of Cash Flows for the Year Ended December 31, 1996 and the
Eleven-Month Period Ended November 30, 1997.............................. F-62
Notes to Financial Statements............................................. F-63
</TABLE>

FINANCIAL STATEMENTS OF CONNECTICUT BUSINESS SYSTEMS, INC.
<TABLE>
<S> <C>
Report of Independent Public Accountants.................................. F-65
Statements of Income (Loss) and Retained Earnings (Deficit) for the Years
Ended September 30, 1996 and 1997 and Three-Month Period Ended December
31, 1997................................................................. F-66
Statements of Cash Flows for the Years Ended September 30, 1996 and 1997
and the Three-Month Period Ended December 31, 1997....................... F-67
Notes to Financial Statements............................................. F-68
</TABLE>

FINANCIAL STATEMENTS OF BUSINESS SYSTEMS DIVISION (BLOOMS)
<TABLE>
<S> <C>
Report of Independent Certified Public Accountants........................ F-72
Statements of Divisional Net Assets for the Year Ended January 31, 1997
and the 11-Month Period Ended December 31, 1997.......................... F-73
Statements of Divisional Operations for the Year Ended January 31, 1997
and the 11-Month Period Ended December 31, 1997 ......................... F-74
Statements of Changes in Divisional Net Assets for the Year Ended January
31, 1997 and the 11-Month Period Ended December 31, 1997................. F-75
Statements of Divisional Cash Flows for the Year Ended January 31, 1997
and the 11-Month Period Ended December 31, 1997.......................... F-76
Notes to Financial Statements............................................. F-77
</TABLE>

F-2
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited proforma consolidated financial statements are based
on the historical financial statements of the Company, and the businesses
acquired during fiscal 1997 and 1998, which are more fully described below.
The following unaudited pro forma consolidated balance sheet of the Company as
of December 31, 1997, gives effect to the February, 1998 acquisition of the
Business Systems Division of Bloom's, Inc. and the January 1998 sale of Global
stock to the seller of Connecticut Business Systems, as if these transactions
had occurred on December 31, 1997. The unaudited pro forma consolidated
statements of operations for the nine months ended December 31, 1997 give
effect to acquisitions consummated during fiscal year 1998, as if those
acquisitions occurred on April 1, 1997. The unaudited pro forma consolidated
statements of operations for the fiscal year ended March 31, 1997 give effect
to acquisitions consummated during fiscal year 1997 and 1998, as if those
acquisitions occurred on April 1, 1996.

During the fiscal year ended March 31, 1997, the Company acquired the stock
or certain assets and liabilities of the following four entities: Copy Service
& Supply, Inc., Copy World of Pittsburgh, Inc., DAPCO Copy Products, Inc., and
Southern Business Communications, Inc., Southern Business Communications of
D.C., Inc. and ATS Atlanta One, LLC (collectively, the latter three entities
are referred to herein as "Southern Business Communications Group"). During
the nine months ended December 31, 1997, the Company acquired the following
ten additional entities: Cascade Office Systems, Inc., Connecticut Business
Systems, Inc., Duplicating Specialties, Inc. d/b/a Copytronix, Eastern Copy
Products, Inc. and Subsidiaries, Electronic Systems, Inc., Electronic Systems
of Richmond, Inc., Quality Business Systems, Inc., South Alabama Business
Machines, Inc., Copy Care, and United Office Systems, Inc. In addition, the
Company acquired the Business Systems Division of Bloom's, Inc. in
February 1998.

The pro forma adjustments are based upon currently available information, as
well as upon certain assumptions that management believes are reasonable. Each
of the acquisitions was accounted for under the purchase method of accounting.

The unaudited pro forma consolidated financial statements are not
necessarily indicative of either future results of operations or results that
might have been achieved had the foregoing transactions been consummated as of
the indicated dates. The unaudited pro forma consolidated financial statements
should be read in conjunction with the notes thereto and the historical
consolidated financial statements of the Company, together with the related
notes thereto, included in this Prospectus and Registration Statement.

F-3
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997

<TABLE>
<CAPTION>
BUSINESS
HISTORICAL SYSTEMS DIVISION PRO-FORMA
COMPANY OF BLOOM'S, INC.(A) ADJUSTMENTS
------------ ------------------- -----------
<S> <C> <C> <C>
A S S E T S
Current Assets:
Cash and Cash Equivalents.................................. $ 3,897,598 -- $ 648,000 (b)
Accounts Receivable........................................ 26,532,661 $1,855,000 --
Inventories................................................ 17,573,337 898,000 --
Deferred Income Taxes...................................... 1,770,000 -- --
Prepaid Expenses and Other Current Assets.................. 790,081 -- --
------------ ---------- -----------
Total Current Assets..................................... 50,563,677 2,753,000 648,000
Rental Equipment, net........................................ 4,879,046 331,000 --
Property and Equipment, net.................................. 4,038,651 50,000 --
Other Assets................................................. 509,158 -- --
Deferred Income Taxes........................................ 838,000 -- --
Related Party Notes Receivable............................... 546,793 -- --
Intangible Assets, net
Goodwill................................................... 90,092,125 -- 4,404,190 (b)(c)
Noncompete Agreements...................................... 1,463,928 -- 100,000 (c)
Financing Fees............................................. 2,981,676 -- --
------------ ---------- -----------
Total Assets............................................. $155,913,054 $3,134,000 $ 5,152,190
============ ========== ===========
LI A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y
Current Liabilities:
Accounts Payable........................................... $ 10,564,648 $ 163,000 --
Accrued Liabilities........................................ 3,350,029 32,000 --
Accrued Compensation and Benefits.......................... 3,120,989 -- --
Current Maturities of Long-term Debt....................... 268,985 -- --
Deferred Revenue........................................... 11,053,619 872,000 --
------------ ---------- -----------
Total Current Liabilities................................ 28,358,270 1,067,000 --
Long-term Debt, Less Current Maturities...................... 92,340,216 -- $ 5,600,000 (c)
------------ ---------- -----------
Total Liabilities........................................ 120,698,486 1,067,000 5,600,000
Stockholders' Equity:
Pre-Acquisition Equity..................................... -- 2,067,000 (2,067,000)(c)
Class A Common Stock....................................... 3,329 -- 70 (b)
Class B Common Stock....................................... 93,148 -- 1,320 (b)
Class C Common Stock....................................... 8,946 -- --
Additional Paid-in Capital................................. 32,291,100 -- 1,617,800 (b)
Retained Earnings.......................................... 3,090,682 -- --
------------ ---------- -----------
35,487,205 2,067,000 (447,810)
Less Stockholder Receivables............................... (272,637) -- --
------------ ---------- -----------
Total Stockholders' Equity............................... 35,214,568 2,067,000 (447,810)
------------ ---------- -----------
Total Liabilities and Stockholders' Equity............... $155,913,054 $3,134,000 $ 5,152,190
============ ========== ===========
<CAPTION>
PRO-FORMA
CONSOLIDATED
-------------
<S> <C>
A S S E T S
Current Assets:
Cash and Cash Equivalents.................................. $ 4,545,598
Accounts Receivable........................................ 28,387,661
Inventories................................................ 18,471,337
Deferred Income Taxes...................................... 1,770,000
Prepaid Expenses and Other Current Assets.................. 790,081
-------------
Total Current Assets..................................... 53,964,677
Rental Equipment, net........................................ 5,210,046
Property and Equipment, net.................................. 4,088,651
Other Assets................................................. 509,158
Deferred Income Taxes........................................ 838,000
Related Party Notes Receivable............................... 546,793
Intangible Assets, net
Goodwill................................................... 94,496,315
Noncompete Agreements...................................... 1,563,928
Financing Fees............................................. 2,981,676
-------------
Total Assets............................................. $164,199,244
=============
LI A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y
Current Liabilities:
Accounts Payable........................................... $ 10,727,648
Accrued Liabilities........................................ 3,382,029
Accrued Compensation and Benefits.......................... 3,120,989
Current Maturities of Long-term Debt....................... 268,985
Deferred Revenue........................................... 11,925,619
-------------
Total Current Liabilities................................ 29,425,270
Long-term Debt, Less Current Maturities...................... 97,940,216
-------------
Total Liabilities........................................ 127,365,486
Stockholders' Equity:
Pre-Acquisition Equity..................................... --
Class A Common Stock....................................... 3,399
Class B Common Stock....................................... 94,468
Class C Common Stock....................................... 8,946
Additional Paid-in Capital................................. 33,908,900
Retained Earnings.......................................... 3,090,682
-------------
37,106,395
Less Stockholder Receivables............................... (272,637)
-------------
Total Stockholders' Equity............................... 36,833,758
-------------
Total Liabilities and Stockholders' Equity............... $164,199,244
=============
</TABLE>

See accompanying notes to the unaudited pro forma consolidated financial
statements.

F-4

<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEET

DECEMBER 31, 1997

(a) This column represents the assets and liabilities of the Business Systems
Division of Bloom's Inc. at December 31, 1997 acquired by the Company.

(b) These pro-forma adjustments consist of a transaction whereby the seller of
Connecticut Business Systems, Inc. purchased stock of the Company on
January 9, 1998, in accordance with the company purchase agreement at
below fair market value resulting in additional goodwill.

(c) These pro-forma adjustments consist of the purchase accounting adjustments
in connection with the purchase of the Business Systems Division of
Bloom's, Inc. which became effective February 1, 1998. These adjustments
relate to goodwill, non-compete agreements, and debt obtained to finance
the purchase.

F-5
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS

YEAR ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
PRO-FORMA ADJUSTMENTS
-------------------------
HISTORICAL ACQUIRED PURCHASE PRO-FORMA
COMPANY BUSINESSES(A)(G) ACCOUNTING OTHER CONSOLIDATED
----------- ---------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Revenues:
Equipment and supplies
sales................ $41,200,292 $102,932,447 -- -- $144,132,739
Service and rental
revenues............. 22,892,898 29,816,889 -- -- 52,709,787
----------- ------------ ---------- ---------- ------------
Total revenues...... 64,093,190 132,749,336 -- -- 196,842,526
Costs and operating
expenses:
Cost of equipment and
supplies sales....... 27,087,299 79,061,787 -- -- 106,149,086
Service and rental
costs................ 11,467,191 16,135,807 -- $ (699,142)(b) 26,903,856
Selling, general, and
administrative
expenses............. 18,279,813 30,269,416 -- (2,581,941)(c) 45,967,288
Intangible asset
amortization and
charges.............. 1,939,288 -- $2,373,605 (d) -- 4,312,893
----------- ------------ ---------- ---------- ------------
Total costs and
operating
expenses........... 58,773,591 125,467,010 2,373,605 (3,281,083) 183,333,123
----------- ------------ ---------- ---------- ------------
Income (loss) from
operations......... 5,319,599 7,282,326 (2,373,605) 3,281,083 13,509,403
Interest expense........ 3,189,204 434,642 6,173,564 (e) -- 9,797,410
----------- ------------ ---------- ---------- ------------
Income (loss) before
income taxes......... 2,130,395 6,847,684 (8,547,169) 3,281,083 3,711,993
Income taxes.......... 1,007,071 2,637,377 (3,123,402)(f) 1,283,137 (f) 1,804,183
----------- ------------ ---------- ---------- ------------
Net income (loss)..... 1,123,324 4,210,307 (5,423,767) 1,997,946 1,907,810
Yield adjustment on
class A common stock (1,402,225) (2,445,064)
----------- ------------
Net (loss) available
to common
stockholders $ (278,901) $ (537,254)
=========== ============
Loss per common share
(basic and diluted)... $ (0.03) $ (0.05)
=========== ============
Weighted average
number of common
shares used in the
calculation.......... 9,886,668 11,583,792
=========== ============
</TABLE>

See accompanying notes to the unaudited pro forma consolidated financial
statements.

F-6
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS

FISCAL YEAR ENDED MARCH 31, 1997

(a) Represents historical operating results of the following fifteen entities
prior to acquisition of their stock or certain of their assets and
liabilities by the Company: Cascade Office Systems, Inc., Copy World of
Pittsburgh, Inc., DAPCO Copy Products, Inc., Connecticut Business Systems,
Inc., the Business Systems Division of Bloom's, Inc., Copy Service &
Supply, Inc., Duplicating Specialties, Inc. d/b/a Copytronix, Eastern Copy
Products, Inc. and Subsidiaries, Electronic Systems, Inc., Electronic
Systems of Richmond, Inc., Quality Business Systems, Inc., South Alabama
Business Machines, Inc., Southern Business Communications Group, Copy
Care, and United Office Systems, Inc.

(b) Reflects identified personnel cost savings related to elimination of
certain service positions at acquired companies. Prior to completing an
acquisition, the Company formulates a cost savings program involving the
elimination of certain service positions. These positions are typically
eliminated within several months of the acquisition date. The Company
classifies service salaries and related costs in the cost of sales
(service and rental costs) section of the Company's financial statements.

(c) Includes estimated cost savings directly related to the acquisition. These
include the elimination of certain sales and administrative positions, net
of additional expenses related to added positions (net savings of
$334,447); a decrease in former owners' salaries and perquisites of
$2,047,066 and $158,223, respectively, to reflect current compensation
levels of former owners as specified in employment agreement; and a
decrease in building lease payments of $42,205 to reflect current lease
rates as specified in acquisition agreements. Staff reductions are
typically completed within several months of the acquisition date.

(d) Reflects additional goodwill amortization expense of $1,919,978 and non-
compete covenant amortization expense of $453,627. The goodwill
amortization periods range from 20 to 40 years; goodwill is amortized
using the straight-line method. The non-compete covenant amortization
periods range from 2 to 4 years; non-compete covenants are amortized using
the straight-line method.

(e) Reflects additional interest expense related to borrowings that would have
been incurred by the Company, had all of the acquisitions been consummated
at April 1, 1996. An average interest rate of 8.9% was used for this
calculation, which approximates the Company's actual borrowing rate during
such period.

(f) Represents the income tax impact of purchase accounting adjustments and
other pro forma adjustments.

(g) Certain acquired businesses contain periods of activity that are included
both in the March 31, 1997 and December 31, 1997 pro forma statements of
operations, due to the fact that the acquired business' fiscal year-end
does not coincide with the Company's fiscal year-end. Revenues of
$6,746,321 and a net loss of $314,277 of Connecticut Business Systems,
Inc., for the period from April 1, 1997 through September 30, 1997 is
included in both the March 31, 1997 and December 31, 1997 pro forma
statements of operations. Revenues of $5,418,394 and net income of
$370,317 of Eastern Copy Products, Inc. and Subsidiaries for the period
from April 1, 1997 through July 31, 1997, is included in both the March
31, 1997 and December 31, 1997 pro forma income statements of operations.

F-7
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS

NINE MONTHS ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
PRO-FORMA ADJUSTMENTS
---------------------------
HISTORICAL ACQUIRED PURCHASE PRO-FORMA
COMPANY BUSINESSES (A) (G) ACCOUNTING OTHER CONSOLIDATED
----------- ------------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues:
Equipment and supplies
sales................ $80,515,099 $36,336,885 -- -- $116,851,984
Service and rental
revenue.............. 29,514,904 13,023,619 -- -- 42,538,523
----------- ----------- ----------- ----------- ------------
Total revenues...... 110,030,003 49,360,504 -- -- 159,390,507
Costs and operating ex-
penses:
Cost of equipment and
supplies sales....... 57,487,742 25,226,248 -- -- 82,713,990
Service and rental
costs................ 14,492,645 6,718,837 -- $ (236,597)(b) 20,974,885
Selling, general, and
administrative
expenses............. 25,817,773 14,997,190 -- (1,293,353)(c) 39,521,610
Intangible asset
amortization and
charges.............. 2,159,538 -- $ 993,977(d) -- 3,153,515
----------- ----------- ----------- ----------- ------------
Total costs and
operating
expenses........... 99,957,698 46,942,275 993,977 (1,529,950) 146,364,000
----------- ----------- ----------- ----------- ------------
Income (loss) from
operations......... 10,072,305 2,418,229 (993,977) 1,529,950 13,026,507
Interest expense........ 4,534,167 26,179 2,513,829(e) -- 7,074,175
----------- ----------- ----------- ----------- ------------
Income (loss) before
income taxes......... 5,538,138 2,392,050 (3,507,806) 1,529,950 5,952,332
Income taxes.......... 2,749,337 952,167 (1,288,867)(f) 596,365(f) 3,009,002
----------- ----------- ----------- ----------- ------------
Net income (loss)..... 2,788,801 1,439,883 (2,218,939) 933,585 2,943,330
----------- ----------- ----------- ----------- ------------
Yield adjustment on
class A common
stock................ (1,349,128) (1,844,086)
----------- ------------
Net income available
to common
stockholders......... $ 1,439,673 $ 1,099,244
=========== ============
Earnings per common
share
(basic and diluted)... $ 0.13 $ 0.09
=========== ============
Weighted average number
of common shares
outstanding............ 10,767,240 11,583,792
=========== ============
</TABLE>

See accompanying notes to the unaudited pro forma consolidated financial
statements.

F-8
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS

NINE MONTHS ENDED DECEMBER 31, 1997

(a) Represents historical operating results of the following eleven entities
prior to acquisition of their stock or certain of their assets and
liabilities by the Company: Cascade Office Systems, Inc., Connecticut
Business Systems, Inc., the Business Systems Division of Bloom's, Inc.,
Duplicating Specialties, Inc. d/b/a Copytronix, Eastern Copy Products,
Inc. and Subsidiaries, Electronic Systems, Inc., Electronic Systems of
Richmond, Inc., Quality Business Systems, Inc., South Alabama Business
Machines, Inc., Copy Care, Inc. and United Office Systems, Inc.

(b) Reflects identified personnel cost savings directly related to elimination
of certain service positions at acquired companies. Prior to completing an
acquisition, the Company formulates a cost savings program involving the
elimination of certain service positions. These positions are typically
eliminated within several months of the acquisition date. The Company
classifies service salaries and related costs in the cost of sales
(service and rental costs) section of the Company's financial statements.

(c) Includes estimated cost savings directly related to the acquisition. These
include the elimination of certain sales and administrative positions, net
of additional expenses related to added positions (net savings of
$54,385); a decrease in former owners' salaries and perquisites of
$1,166,219 and $60,519, respectively, to reflect current compensation
levels of former owners as specified in employment agreements; and a
decrease in lease payments of $12,230 to reflect current lease rates as
specified in acquisition agreements. Staff reductions are typically
completed within several months of the acquisition date.

(d) Reflects additional goodwill amortization expense of $854,049 and non-
compete covenant amortization expense of $139,928. The goodwill
amortization periods range from 20 to 40 years; goodwill is amortized
using the straight-line method. The non-compete covenant amortization
periods range from 2 to 4 years; non-compete covenants are amortized using
the straight-line method.

(e) Reflects additional interest expense related to borrowings that would have
been incurred by the Company, had all of the acquisitions been consummated
at April 1, 1996. An average interest rate of 8.9% was used for this
calculation which approximates the Company's actual borrowing rate during
such period.

(f) Represents the income tax impact on purchase accounting adjustments and
other pro forma adjustments.

(g) Certain acquired businesses contain periods of activity that are included
both in the March 31, 1997 and December 31, 1997 pro forma statements of
operations, due to the fact that the acquired business' fiscal year-end
does not coincide with the Company's fiscal year-end. Revenues of
$6,746,321 and a net loss of $314,277 of Connecticut Business Systems,
Inc., for the period from April 1, 1997 through September 30, 1997 is
included in both the March 31, 1997 and December 31, 1997 pro forma
statements of operations. Revenues of $5,418,394 and net income of
$370,317 of Eastern Copy Products, Inc. and Subsidiaries for the period
from April 1, 1997 through July 31, 1997 is included in both the March 31,
1997 and December 31, 1997 pro forma income statements of operations.

F-9
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Global Imaging Systems, Inc.

We have audited the accompanying consolidated balance sheets of Global
Imaging Systems, Inc. as of March 31, 1996 and 1997 and December 31, 1997 and
the related consolidated statements of operations, stockholders' equity, and
cash flows from inception (June 3, 1994) to March 31, 1995, for each of the
two years in the period ended March 31, 1997 and for the nine-month period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Global
Imaging Systems, Inc. at March 31, 1996 and 1997 and December 31, 1997 and the
consolidated results of its operations and its cash flows from inception (June
3, 1994) to March 31, 1995, for the years ended March 31, 1996 and 1997, and
for the nine-month period ended December 31, 1997, in conformity with
generally accepted accounting principles.

Tampa, FL
February 13, 1998,
except for Note 12, as to which the date is

The foregoing report is in the form that will be signed upon the completion
of the restatement of capital accounts described in Note 12 to the financial
statements.

/s/ Ernst & Young LLP

F-10
<PAGE>

(THIS PAGE INTENTIONALLY LEFT BLANK)

F-11
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31
----------------------- DECEMBER 31
1996 1997 1997
----------- ----------- ------------

A S S E T S
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents............... $ 397,727 $ 960,758 $ 3,897,598
Accounts receivable, net of allowance
for doubtful accounts ($200,000,
$309,000 and $879,000 at March 31, 1996
and 1997 and December 31, 1997,
respectively).......................... 5,653,186 10,856,167 26,532,661
Inventories............................. 5,526,050 10,055,214 17,573,337
Deferred income taxes................... 251,000 554,000 1,770,000
Prepaid expenses and other current
assets................................. 134,448 112,260 790,081
----------- ----------- ------------
Total current assets.................. 11,962,411 22,538,399 50,563,677
Rental equipment, net..................... 2,634,613 3,668,106 4,879,046
Property and equipment, net............... 1,246,512 1,721,134 4,038,651
Other assets.............................. 294,930 173,816 509,158
Deferred income taxes..................... 121,500 870,000 838,000
Related party notes receivable............ -- 46,793 546,793
Intangible assets, net:
Goodwill................................ 25,074,904 35,824,147 90,092,125
Noncompete agreements................... 1,933,333 1,615,855 1,463,928
Financing fees.......................... 406,987 2,531,917 2,981,676
----------- ----------- ------------
Total assets.......................... $43,675,190 $68,990,167 $155,913,054
=========== =========== ============
</TABLE>

See accompanying notes.

F-12
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS--(CONTINUED)

<TABLE>
<CAPTION>
UNAUDITED
MARCH 31 PRO FORMA
------------------------------------------ DECEMBER 31 DECEMBER 31
1996 1997 1997 1997
------------------------------------------ ------------ -----------
<S> <C> <C> <C> <C>
L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y
Current liabilities:
Accounts payable.................. $ 1,468,904 $ 3,811,761 $ 10,564,648
Accrued liabilities............... 773,833 1,467,343 3,350,029
Accrued compensation and
benefits......................... 940,328 1,789,605 3,120,989
Current maturities of long-term
debt............................. 312,641 562,700 268,985
Deferred revenue.................. 3,358,279 5,252,390 11,053,619
Income taxes payable.............. 70,000 -- --
----------------------------- ----------- ------------
Total current liabilities....... 6,923,985 12,883,799 28,358,270
Long-term debt, less current
maturities......................... 21,518,848 36,310,123 92,340,216
----------------------------- ----------- ------------
Total liabilities............... 28,442,833 49,193,922 120,698,486
Stockholders' equity:
Class A common stock, $.01 par
value: 400,000 shares authorized;
172,917, 211,146 and 332,925
shares issued and outstanding at
March 31, 1996 and 1997 and
December 31, 1997, respectively.. 1,729 2,111 3,329 $ --
Class B common stock, $.01 par
value: 50,000,000 shares
authorized; 8,114,436, 8,562,708
and 9,314,839 shares issued and
outstanding at March 31, 1996 and
1997 and December 31, 1997,
respectively..................... 81,144 85,627 93,148 104,728
Class C common stock, $.01 par
value: 900,000 shares authorized;
and -0-, 633,996 and 894,596
shares issued and outstanding at
March 31, 1996 and 1997 and
December 31, 1997, respectively.. -- 6,340 8,946 8,946
Additional paid-in capital........ 15,970,927 19,500,286 32,291,100 730,836
Retained earnings (deficit)....... (821,443) 301,881 3,090,682 (1,007,494)
----------------------------- ----------- ------------ -----------
15,232,357 19,896,245 35,487,205 (162,984)
Less stockholder receivables...... -- (100,000) (272,637) (272,637)
----------------------------- ----------- ------------ -----------
Total stockholders' equity...... 15,232,357 19,796,245 35,214,568 $ (435,621)
----------------------------- ----------- ------------ ===========
Total liabilities and
stockholders' equity........... $ 43,675,190 $68,990,167 $155,913,054
============================= =========== ============
</TABLE>

See accompanying notes.

F-13

<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
INCEPTION NINE-MONTH PERIOD ENDED
(JUNE 3, 1994) YEAR ENDED MARCH 31 DECEMBER 31
TO MARCH 31 ------------------------ -------------------------
1995 1996 1997 1996 1997
-------------- ----------- ----------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Equipment and supplies
sales................ $ 6,541,079 $20,561,009 $41,200,292 $27,502,695 $ 80,515,099
Service and rentals... 3,734,730 16,404,888 22,892,898 16,610,942 29,514,904
----------- ----------- ----------- ----------- ------------
Total revenues...... 10,275,809 36,965,897 64,093,190 44,113,637 110,030,003
Costs and operating
expenses:
Cost of equipment and
supplies sales....... 4,193,323 13,455,435 27,087,299 17,982,519 57,487,742
Service and rental
costs................ 1,885,150 8,302,791 11,467,191 8,274,398 14,492,645
Selling, general and
administrative
expenses............. 4,122,500 11,687,398 18,279,813 12,741,792 25,817,773
Intangible asset
amortization......... 328,868 1,396,463 1,939,288 1,397,826 2,159,538
----------- ----------- ----------- ----------- ------------
Total costs and
operating
expenses........... 10,529,841 34,842,087 58,773,591 40,396,535 99,957,698
----------- ----------- ----------- ----------- ------------
Income (loss) from
operations............. (254,032) 2,123,810 5,319,599 3,717,102 10,072,305
Interest expense........ (375,043) (2,041,178) (3,189,204) (2,325,431) (4,534,167)
----------- ----------- ----------- ----------- ------------
Income (loss) before
income taxes........... (629,075) 82,632 2,130,395 1,391,671 5,538,138
Income taxes............ -- 275,000 1,007,071 657,843 2,749,337
----------- ----------- ----------- ----------- ------------
Net income (loss)....... (629,075) (192,368) 1,123,324 733,828 2,788,801
Yield adjustment on
Class A common stock... (189,883) (1,022,979) (1,402,225) (1,028,812) (1,349,128)
----------- ----------- ----------- ----------- ------------
Net income (loss)
available to common
stockholders........... $ (818,958) $(1,215,347) $ (278,901) $ (294,984) $ 1,439,673
=========== =========== =========== =========== ============
Earnings (loss) per
share
Basic and diluted..... $ (.13) $ (.13) $ (.03) $ (.03) $ .13
=========== =========== =========== =========== ============
Weighted average number
of shares used in the
calculation............ 6,489,120 9,176,112 9,886,668 9,767,868 10,767,240
=========== =========== =========== =========== ============
</TABLE>

See accompanying notes.

F-14
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK CLASS C COMMON STOCK
---------------------- ---------------------------------------------
ADDITIONAL RETAINED
PAID-IN STOCKHOLDER EARNINGS
SHARES PAR VALUE SHARES PAR VALUE SHARES PAR VALUE CAPITAL RECEIVABLES (DEFICIT)
---------- ----------- ----------- --------------------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at June
3, 1994
(Inception)..... -- $ -- -- $ -- -- $ -- $ -- $ -- $ --
Common Stock
issued......... 48,995 490 7,890,960 78,910 -- -- 4,893,491 -- --
Net loss........ -- -- -- -- -- -- -- -- (629,075)
---------- --------- ----------- --------- ---------- --------- ----------- --------- ----------
Balances at March
31, 1995........ 48,995 490 7,890,960 78,910 -- -- 4,893,491 -- (629,075)
Common stock
issued......... 123,922 1,239 223,476 2,234 -- -- 11,077,436 -- --
Net loss........ -- -- -- -- -- -- -- -- (192,368)
---------- --------- ----------- --------- ---------- --------- ----------- --------- ----------
Balances at March
31, 1996........ 172,917 1,729 8,114,436 81,144 -- -- 15,970,927 -- (821,443)
Common stock
issued......... 38,229 382 448,272 4,483 633,996 6,340 3,529,359 (100,000) --
Net income...... -- -- -- -- -- -- -- -- 1,123,324
---------- --------- ----------- --------- ---------- --------- ----------- --------- ----------
Balances at March
31, 1997........ 211,146 2,111 8,562,708 85,627 633,996 6,340 19,500,286 (100,000) 301,881
Common stock
issued......... 121,779 1,218 752,136 7,521 260,588 2,606 12,790,814 (172,637) --
Net income...... -- -- -- -- -- -- -- -- 2,788,801
---------- --------- ----------- --------- ---------- --------- ----------- --------- ----------
Balances at
December 31,
1997............ 332,925 $ 3,329 9,314,844 $ 93,148 894,564 $ 8,946 $32,291,100 $(272,637) $3,090,682
========== ========= =========== ========= ========== ========= =========== ========= ==========
<CAPTION>
TOTAL
------------
<S> <C>
Balance at June
3, 1994
(Inception)..... $ --
Common Stock
issued......... 4,972,891
Net loss........ (629,075)
------------
Balances at March
31, 1995........ 4,343,816
Common stock
issued......... 11,080,909
Net loss........ (192,368)
------------
Balances at March
31, 1996........ 15,232,357
Common stock
issued......... 3,440,564
Net income...... 1,123,324
------------
Balances at March
31, 1997........ 19,796,245
Common stock
issued......... 12,629,522
Net income...... 2,788,801
------------
Balances at
December 31,
1997............ $35,214,568
============
</TABLE>

See accompanying notes.

F-15
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
INCEPTION NINE-MONTH PERIOD ENDED
(JUNE 3, 1994) YEAR ENDED MARCH 31 DECEMBER 31
TO MARCH 31, ------------------------- --------------------------
1995 1996 1997 1996 1997
-------------- ----------- ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)....... $ (629,075) $ (192,368) $ 1,123,324 $ 733,828 $ 2,788,801
Adjustments to reconcile
net income (loss) to
net cash provided by
(used in) operating
activities:
Depreciation.......... 399,643 2,237,923 2,533,486 1,825,808 2,538,657
Amortization.......... 373,834 1,687,168 2,575,879 1,945,582 2,581,199
Deferred income
taxes................ -- (372,500) (527,500) (261,400) (98,000)
Changes in operating
assets and
liabilities, net of
amounts acquired in
purchase business
combinations:
Accounts
receivable......... (159,906) (770,168) (2,105,605) (967,126) (3,072,141)
Inventories......... 644,059 (936,942) (1,278,697) (1,229,163) (283,287)
Prepaid expenses and
other current
assets............. (147,700) 213,760 131,414 10,337 (303,588)
Other assets........ (38,457) (201,600) 71,692 351,357 (150,407)
Accounts payable.... (1,377,852) 387,810 615,923 76,255 (1,246,837)
Accrued
liabilities........ 556,266 (1,427,399) 1,010,451 426,466 (584,194)
Deferred revenue.... (226,331) 282,893 268,518 333,069 417,462
Income taxes........ -- (63,308) (105,000) 78,000 (438,872)
------------ ----------- ------------ ------------ ------------
Net cash provided by
(used in) operating
activities............. (605,519) 845,269 4,313,885 3,323,013 2,148,793
INVESTING ACTIVITIES
Related party notes
receivable............. -- -- (46,793) -- (500,000)
Purchases of property,
equipment and rental
equipment.............. (497,472) (1,593,964) (2,939,709) (2,240,062) (2,671,026)
Payment for purchase of
businesses, net of cash
acquired............... (25,784,492) (8,098,428) (16,008,039) (12,784,275) (61,778,957)
------------ ----------- ------------ ------------ ------------
Net cash used in
investing activities... (26,281,964) (9,692,392) (18,994,541) (15,024,337) (64,949,983)
FINANCING ACTIVITIES
Net draws (payments)
under line of credit
agreements............. 22,659,611 (1,883,248) 14,564,648 11,942,777 55,684,993
Financing fees.......... -- (697,830) (2,761,525) (3,254,790) (853,861)
Common stock issued for
cash................... 4,972,891 11,080,909 3,440,564 3,453,800 10,906,898
------------ ----------- ------------ ------------ ------------
Net cash provided by
financing activities... 27,632,502 8,499,831 15,243,687 12,141,787 65,738,030
------------ ----------- ------------ ------------ ------------
Net increase (decrease)
in cash and cash
equivalents............ 745,019 (347,292) 563,031 440,463 2,936,840
Cash and cash
equivalents, beginning
of year................ -- 745,019 397,727 397,727 960,758
------------ ----------- ------------ ------------ ------------
Cash and cash
equivalents, end of
year................... $ 745,019 $ 397,727 $ 960,758 $ 838,190 $ 3,897,598
============ =========== ============ ============ ============
</TABLE>

See accompanying notes.

F-16
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

Global Imaging Systems, Inc. was formed on June 3, 1994. The Company's
principal operating subsidiaries are located in the United States and are in
the business of supplying photocopiers, facsimile equipment, automated office
equipment, electronic presentation and document imaging equipment, network
integration services and related service, parts, and supplies. The
consolidated financial statements include the financial statements of Global
Imaging Systems, Inc. and its subsidiaries (the Company). All significant
intercompany balances and transactions have been eliminated in consolidation.

Interim Results

The accompanying statements of income and cash flows for the nine-month
period ended December 31, 1996 are unaudited. In the opinion of management,
these statements have been prepared on the same basis as the annual financial
statements and include all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of results of the interim
periods. The data disclosed in these notes to the consolidated financial
statements for those periods are also unaudited. Operating results for the
nine-month period ended December 31, 1997 are not necessarily indicative of
the results that may be expected for the entire fiscal year.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized as follows:

Supply sales to customers are recognized at the time of shipment. Equipment
sales are recognized at the time of customer acceptance, or in the case of
equipment sales financed by third-party leasing companies, at the time of
acceptance by the leasing company and the customer.

Maintenance contract service revenues are recognized ratably over the term
of the underlying maintenance contract. Other service revenues are recognized
as earned. Deferred revenue consists of unearned maintenance contract revenue
that is recognized over the life of the related contract, generally twelve
months.

Rental equipment revenue is recognized ratably over the lives of the
underlying cancelable operating leases, principally one to three years.

Pro Forma Stockholders' Equity (Unaudited)

The Company's presentation of unaudited pro forma stockholders' equity at
December 31, 1997 reflects the effect of the redemption of all outstanding
shares of the Company's Class A common stock, but does not give effect to the
receipt of any proceeds from the Company's initial public offering (Note 12).
The redemption price used was the original cost of $90 plus the cumulative
unpaid yield of 8% and approximately 1,158,000 shares of newly issued common
stock.

F-17
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Financial Instruments

The Company's financial instruments include cash, accounts receivable,
accounts payable, long-term debt and obligations under capital leases. The
carrying amount of these financial instruments approximate their fair market
value.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three
months or less when acquired to be cash equivalents.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents, and trade receivables. Concentrations of credit risk with respect
to trade receivables are limited due to the large number of customers
comprising the Company's customer base and their dispersion across different
industries and geographical areas. As of December 31, 1997, the Company had no
significant concentrations of credit risk.

Inventories

Inventories consist of photocopiers, facsimile equipment, automated office
equipment, electronic presentation equipment, document imaging equipment,
computers, and related software, and related parts and supplies and are valued
at the lower of cost (specific identification and/or average cost for
equipment and average cost for related parts and supplies) or market value.
Inventories are stated net of reserves of $133,026, $326,099 and $1,010,876 at
March 31, 1996 and 1997 and December 31, 1997, respectively, for excess and
slow moving inventories.

Long-Lived Assets

The recoverability of long-lived assets (including related intangibles) is
evaluated at the operating unit level by an analysis of operating results and
consideration of other significant events or changes in the business
environment. If an operating unit has current operating losses and there is a
likelihood that such operating losses will continue, the Company will
determine if impairment exists based on the undiscounted expected future cash
flows from operations before interest. Impairment losses would be measured
based on the amount by which the carrying amount exceeds the fair value.

Rental Equipment

Rental equipment is stated at cost less accumulated depreciation.
Depreciation is provided using the straight-line method over the assets'
estimated economic lives, principally three years.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization is principally provided using the
straight-line method over the assets' estimated economic lives, which range
from three to ten years.

Intangibles

Goodwill (excess of purchase price over fair value of net assets acquired)
recognized in business combinations accounted for as purchases is amortized
over periods of between 20 and 40 years on the straight-

F-18
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

line basis. Accumulated amortization was approximately $600,000, $1,400,000,
and $2,600,000 at March 31, 1996 and 1997 and December 31, 1997, respectively.
Noncompete agreements are amortized over the lives of the agreements, which
range from two to four years, using the straight-line basis. Accumulated
amortization was approximately $1,100,000, $2,200,000 and $3,200,000 at March
31, 1996 and 1997 and December 31, 1997, respectively.
Financing fees are amortized over the terms of the underlying debt
agreements using the straight-line method, which method approximates the
effective interest rate method. Accumulated amortization at March 31, 1996 and
1997, December 31, 1997 was approximately $285,000, $230,000 and $600,000,
respectively. In August 1996, the Company refinanced its existing lines of
credit. Unamortized financing fees of $292,000 that related to the existing
lines of credit were charged to operations at that time.

Reclassifications

Certain amounts from prior years have been reclassified to conform to the
1997 presentation.

New Accounting Standard

In June 1997, the FASB issued Statement No. 131, Disclosures About Segments
of an Enterprise and Related Information (SFAS 131). SFAS 131 establishes
standards for reporting information about operating segments and supersedes
SFAS 14, Financial Reporting for Segments of a Business Enterprise. SFAS 131
will be adopted in fiscal 1999.

2. ACQUISITIONS

From inception (June 3, 1994) to March 31, 1995, the Company acquired four
businesses that provide office imaging solutions and related services for an
aggregate purchase price of approximately $26,881,000, including the costs of
acquisitions, in cash and notes. The Company assumed liabilities of $7,019,000
in connection with these acquisitions. The Company also sold stock at its fair
market value in connection with these acquisitions.

The following summarizes these acquisitions:

<TABLE>
<CAPTION>
TOTAL
ACQUISITION ASSETS GOODWILL
ACQUIRED COMPANY DATE ACQUIRED ACQUIRED
---------------- ------------- ----------- -----------
<S> <C> <C> <C>
Felco Office Systems, Inc. ......... July 1994 $ 5,700,000 $ 2,800,000
Copy Data........................... December 1994 4,100,000 2,000,000
Conway Office Products, Inc. ....... January 1995 18,600,000 9,400,000
Berney, Inc. ....................... January 1995 5,500,000 3,500,000
----------- -----------
$33,900,000 $17,700,000
=========== ===========
</TABLE>

During the year ended March 31, 1996, the Company acquired four businesses
that provide office imaging solutions and related services for an aggregate
purchase price of approximately $9,088,000, including the costs of
acquisitions, in cash and notes. Liabilities totaling $3,112,000 were assumed
by the Company in connection with these acquisitions. The Company also sold
stock at its fair market value in connection with these acquisitions. Total
assets related to these four acquisitions were $12,200,000, including goodwill
of approximately $8,000,000.

During the year ended March 31, 1997, the Company acquired four businesses
that provide office imaging solutions and related services for an aggregate
purchase price of approximately $16,982,000, including the costs of
acquisitions, in cash and notes. The Company assumed $4,118,000 in liabilities
in connection with these acquisitions. The Company also sold stock at its fair
market value in connection with these acquisitions. Total assets related to
these four acquisitions were $21,100,000, including goodwill of approximately
$12,000,000.

F-19
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

During the nine-month period ended December 31, 1997, the Company acquired
ten businesses that provide office imaging solutions and related services for
an aggregate purchase price of approximately $66,353,000, including the costs
of acquisitions, in cash. Liabilities assumed in connection with these
acquisitions totaled $20,170,000. The Company also sold stock in connection
with these acquisitions. The Class B common stock was valued from $3.30 to
$8.20 per share and the Class A common stock from $65.00 to $80.00 per share.
The excess of the fair value of the stock over the sales price amounted to
$1,723,000 and is included in the purchase price of these acquisitions.

Significant acquisitions during the nine-month period ended December 31,
1997 include Electronic Systems, Inc. (ESI), Eastern Copy Products, Inc.
(ECP), Electronic Systems of Richmond, Inc. (ESR) and Connecticut Business
Systems, Inc. (CBS).

The following summarizes these acquisitions:

<TABLE>
<CAPTION>
TOTAL
ACQUISITION ASSETS GOODWILL
ACQUIRED COMPANY DATE ACQUIRED ACQUIRED
---------------- ------------- ----------- -----------
<S> <C> <C> <C>
ESI.................................. July 1997 $34,700,000 $24,800,000
ECP.................................. August 1997 9,100,000 5,300,000
ESR.................................. December 1997 15,700,000 8,600,000
CBS.................................. December 1997 12,800,000 9,300,000
----------- -----------
$72,300,000 $48,000,000
=========== ===========
</TABLE>

Total assets related to the remaining six acquisitions was $12,500,000,
including goodwill of approximately $7,400,000. In connection with the
acquisition of CBS, the Company issued stock in January, 1998 at below fair
market value resulting in additional goodwill.

All acquisitions have been accounted for as purchases and accordingly are
included in the results of operations from their dates of acquisitions. The
allocation of the purchase price to certain 1997 acquired assets and
liabilities is preliminary.

Under the terms of one of its purchase agreements, the Company is committed
to make contingent payments (the "Earn-out") of up to $3,000,000 to two of the
former owners of the acquired company on or before June 30, 2002. This
contingent payment is based on the future profitability, specifically earnings
before interest and taxes, of the acquired company. The former owner may
receive a portion of the Earn-out equal to $250,000, payable by June 30 of
each year for fiscal years ending March 31, 1999, 2000 and 2001. The former
owner shall be entitled to receive, on or before June 30, 2002, the balance of
the Earn-out, if applicable, minus any portion of the Earn-out previously
paid. The Earn-out, if paid, will be recorded as goodwill related to the
acquired company.

Had the purchase acquisitions been made at the beginning of the fiscal year
prior to their acquisition, unaudited pro forma results from continuing
operations would have been:

<TABLE>
<CAPTION>
INCEPTION
(JUNE 3, 1994) YEAR ENDED MARCH 31 NINE-MONTH PERIOD ENDED
TO MARCH 31 ------------------------- DECEMBER 31
1995 1996 1997 1997
--------------- ----------- ------------ -----------------------
<S> <C> <C> <C> <C>
Revenues................ $38,633,520 $75,504,139 $196,842,526 $159,390,507
Net income (loss)....... (1,697,316) (1,215,279) 1,907,810 2,943,330
Net income (loss) avail-
able to common stock-
holders................ (2,724,558) (2,738,917) (537,254) 1,099,244
Earnings (loss) per
share.................. (.29) (.26) (.05) .09
</TABLE>

F-20
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. RENTAL EQUIPMENT

The Company's rental equipment consists of the following:

<TABLE>
<CAPTION>
MARCH 31
------------------------ DECEMBER 31
1996 1997 1997
----------- ----------- -----------
<S> <C> <C> <C>
Rental equipment on operating
leases............................ $ 4,899,205 $ 7,959,553 $11,096,754
Less accumulated depreciation...... (2,264,592) (4,291,447) (6,217,708)
----------- ----------- -----------
Rental equipment, net.............. $ 2,634,613 $ 3,668,106 $ 4,879,046
=========== =========== ===========
</TABLE>

4. PROPERTY AND EQUIPMENT

The Company's property and equipment consists of the following:

<TABLE>
<CAPTION>
MARCH 31
---------------------- DECEMBER 31
1996 1997 1997
---------- ---------- -----------
<S> <C> <C> <C>
Office furniture, equipment and
leasehold improvements.............. $1,664,452 $2,645,701 $ 5,575,614
Less accumulated depreciation and am-
ortization.......................... (417,940) (924,567) (1,536,963)
---------- ---------- -----------
Property and equipment, net.......... $1,246,512 $1,721,134 $ 4,038,651
========== ========== ===========
</TABLE>

5. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
MARCH 31
------------------------ DECEMBER 31
1996 1997 1997
----------- ----------- -----------
<S> <C> <C> <C>
Term loans............................ $20,979,105 $36,105,694 $92,299,600
Various notes payable................. 852,384 767,129 309,601
----------- ----------- -----------
21,831,489 36,872,823 92,609,201
Less current maturities............... (312,641) (562,700) (268,985)
----------- ----------- -----------
$21,518,848 $36,310,123 $92,340,216
=========== =========== ===========
</TABLE>

The Company currently has a credit facility with Jackson National Life
Insurance Company (the "Credit Facility") of up to $120,000,000 for
acquisitions and for working capital purposes. At December 31, 1997,
$27,700,000 was available under the Credit Facility, including $6,000,000
available for working capital under the revolving line of credit. The Credit
Facility bears interest at 3.25% and 3.00% over LIBOR (5.7% at December 31,
1997) for the term and revolving loans, respectively. Principal under the
Credit Facility is repayable in semi-annual installments beginning in fiscal
2000. In addition to these scheduled payments, the Company is required to
prepay outstanding principal in an amount equal to 70% of the excess cash flow
(as defined) for each fiscal year within 90 days of year end. No amounts have
been required to be prepaid under this provision or are expected to be payable
at March 31, 1998. All remaining principal under the Credit Facility is due
and payable in August 2004.

Under the terms of the Credit Facility, the Company has pledged
substantially all of its assets to the lender. The terms of the Credit
Facility also require compliance with numerous covenants that restrict, among
other things, dividend payments, sales of stock or assets or the incurrence of
additional debt.

In fiscal 1997, the Company sold approximately 633,933 shares of Class C
common stock and approximately 27,083 shares of Class A common stock at their
fair value for an aggregate amount of $2,500,000 to its lender. During the
nine months ended December 31, 1997, the Company sold approximately 260,663
shares of Class C common stock and approximately 11,136 shares of Class A
common stock in connection with certain anti-dilution provisions at the same
per share price as the fiscal 1997 shares were sold to the Company's lender,
resulting in aggregate proceeds of $1,030,000 to the Company. Additionally, in
1997, the Company paid a financing fee of 2% to the lender to increase the
Credit Facility by $40,000,000 to $120,000,000.

F-21
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In September 1996, the Company purchased an interest rate cap from a bank on
$23,500,000 of the term loan debt outstanding. In January 1998, the Company
purchased an additional rate cap on an additional $26,475,000 of the term
loan. The interest rate caps are for three-year terms and provide for the
Company to be reimbursed by the bank if the annual average of the LIBOR rate
exceeds 8%. The cost of the interest rate cap ($150,000) is amortized over the
three-year term of the agreement and is included in interest.

Aggregate annual maturities of long-term debt at December 31, 1997 are as
follows:

<TABLE>
<S> <C>
Three months ended March 31, 1998............................. $ 55,000
Fiscal year ended March 31, 1999.............................. 254,601
2000.......................................................... 6,460,972
2001.......................................................... 13,592,547
2002.......................................................... 13,074,735
Thereafter.................................................... 59,171,346
-----------
Total....................................................... $92,609,201
===========
</TABLE>

Interest paid was approximately $380,000, $1,782,000, $2,700,000 and
$3,900,000 for the ten-month period from inception (June 3, 1994) to March 31,
1995, the years ended March 31, 1996 and 1997, and the nine-month period ended
December 31, 1997, respectively.

The Company intends to replace the Credit Facility with another in the near
future. Under the terms of the Credit Facility the Company will be subject to
a prepayment fee of 1% to 4% of the outstanding balance depending on the
length of time elapsed from the beginning of the term of the loan to the date
of prepayment. In the case that the loan is repaid within 60 days of an
initial public offering of the Company's common stock, this fee will be
reduced to the lesser of 1% of the outstanding balance or $250,000.

6. STOCKHOLDERS' EQUITY

From inception through December 31, 1997 the Company has sold stock in
connection with business combinations and to its founding stockholders,
employees and others. During the nine months ended December 31, 1997 such
stock was subscribed and sold as units of approximately 7.15 shares of Class A
common stock and one share of Class B (or one share of Class C) common stock.
The sales of those units have been recorded at their estimated fair value at
the date of the commitment to sell the shares, except for shares issued in
connection with anti-dilution provisions, which shares were issued at the per-
share price at the date of the transaction giving rise to the anti-dilution
agreement. The value of the units has been allocated between shares of the
Class A and Class B (or Class C) common stock based on their estimated fair
values.

Class B stockholders are entitled to voting rights of one vote per share.
Class A and Class C stockholders are not entitled to voting rights.

No distributions other than in complete liquidation of the Company can be
made without approval of the Board of Directors. In the event of such a
distribution, the priority is as follows for the distribution of funds to
stockholders:

1. Class A stockholders are first entitled to a portion of the distribution
equivalent to 8% per annum (the "Yield") of the original share cost
($90).

2. Class A stockholders are then entitled to receive a distribution
equivalent to the original cost ($90) of the shares.

F-22
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. After the required distributions in clauses 1 and 2 above have been
completed, holders of shares of Class A common stock are entitled to
receive 10% of, and holders of shares of Class B common stock and Class
C common stock are entitled to receive 90% of, the remaining portion of
the distribution.

During 1997, the Board of Directors authorized an additional 100,000,
26,400,000 and 26,400,000 shares of Class A, Class B and Class C stock,
respectively.

In connection with the founding agreements, one of the founders and various
members of senior management have received the right to purchase, and have
purchased, an aggregate of 1,207,800 shares of Class B common stock at a price
of $0.07 per share. In June 1994, the Company's president (who is also a
founding stockholder), received an option to purchase at a price of $0.07 per
share, certain shares of common stock that were reserved for issuance to
senior management and that remain unissued as of the time of the Company's
initial public offering. At December 31, 1997, the number of such shares which
remain unissued was 86,276. These shares will be allocated between and
purchased by the Company's president and its majority stockholder (Golder,
Thoma, Cressey, Rauner, Inc.) based on their current ownership of the
Company's common stock.

7. EARNINGS PER SHARE

In 1997, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings per Share." SFAS
128 replaced the calculations of primary and fully diluted earnings per share
with basic and diluted earnings per share.

The weighted average number of shares outstanding used in the calculation of
both basic and diluted earnings per share have been adjusted to give
retroactive effect to (i) the 86,276 shares of common stock expected to be
sold prior to the closing of the initial public offering (the "Offering")
pursuant to a pre-existing contractual obligation; (ii) the 1,158,300 shares
of common stock expected to be issued to holders of the Class A common stock
upon the closing of the Offering pursuant to the redemption of all shares of
Class A common stock and (iii) the 132-for-1 stock split effective upon the
closing of the Offering.

The Company will accrete the approximately $1,000,000 difference of the
redemption value of the Class A common stock and the value allocated to the
stock for calculation of the earnings per share beginning January 1998 (the
month following the date an initial public offering became probable) through
the estimated date of the initial public offering.

Assuming redemption of the Class A common stock using the proceeds from the
number of shares of common stock necessary at $15 per share to redeem such
shares, Earnings per share would have been $0.10 for the year ended March 31,
1997 and $0.23 for the nine months ended December 31, 1997.

8. INCOME TAXES

The Company accounts for income taxes under FASB Statement No. 109,
Accounting for Income Taxes (FASB 109). Deferred income tax assets and
liabilities are determined based upon differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse.

F-23
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The components of the income tax provision (benefit) are as follows:

<TABLE>
<CAPTION>
NINE-
INCEPTION MONTH PERIOD ENDED
(JUNE 3, 1994) TO YEAR ENDED MARCH 31 DECEMBER 31
MARCH 31, --------------------- ----------------------
1995 1996 1997 1996 1997
----------------- --------- ---------- ----------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Current:
Federal.. $ -- $ 435,000 $1,159,571 $ 689,243 $2,176,337
State.... -- 212,500 375,000 230,000 671,000
----- --------- ---------- --------- ----------
-- 647,500 1,534,571 919,243 2,847,337
Deferred:
Federal.. -- (316,500) (448,400) (196,050) (75,000)
State.... -- (56,000) (79,100) (65,350) (23,000)
----- --------- ---------- --------- ----------
-- (372,500) (527,500) (261,400) (98,000)
----- --------- ---------- --------- ----------
$ -- $ 275,000 $1,007,071 $ 657,843 $2,749,337
===== ========= ========== ========= ==========
</TABLE>

A reconciliation of the difference between the effective income tax rate and
the statutory federal tax rate follows:

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
INCEPTION (JUNE 3, 1994) TO --------------------
MARCH 31, 1995 1996 1997
--------------------------- -------- ----------
<S> <C> <C> <C>
Tax at U.S. statutory
rate.................... $(213,886) $ 28,095 $ 724,334
State taxes, net of
federal benefit......... (18,505) 45,142 187,080
Goodwill amortization.... 34,026 150,703 216,252
Valuation allowance...... 184,000 (8,500) (175,500)
Other permanent
differences............. 14,365 59,560 54,905
--------- -------- ----------
$ -- $275,000 $1,007,071
========= ======== ==========
</TABLE>

<TABLE>
<CAPTION>
NINE-
MONTH PERIOD ENDED
DECEMBER 31
----------------------
1996 1997
----------- ----------
(UNAUDITED)
<S> <C> <C>
Tax at U.S. statutory rate........................... $ 473,168 $1,882,966
State taxes, net of federal benefit.................. 123,107 427,512
Goodwill amortization................................ 161,019 297,425
Valuation Allowance.................................. (175,500) --
Other................................................ 76,049 141,434
--------- ----------
$ 657,843 $2,749,337
========= ==========
</TABLE>

F-24
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
MARCH 31
-------------------- DECEMBER 31
1996 1997 1997
-------- ---------- -----------
<S> <C> <C> <C>
Deferred tax assets:
Noncompete agreements..................... $351,000 $ 713,000 $1,025,000
Inventory related......................... 120,000 305,000 544,000
Various accrued expenses.................. 31,200 139,000 543,000
Deferred revenue.......................... -- -- 512,000
Depreciation.............................. 191,000 269,000 246,000
Accounts receivable related............... 99,800 110,000 171,000
Capitalized acquisition costs............. -- -- 85,000
Other items............................... 20,000 33,000 --
-------- ---------- ----------
Gross deferred tax asset.................... 813,000 1,569,000 3,126,000
Less: Valuation allowance................... (395,500) -- --
-------- ---------- ----------
417,500 1,569,000 3,126,000
Deferred tax liabilities:
Goodwill.................................. 45,000 145,000 518,000
-------- ---------- ----------
Net deferred tax asset...................... $372,500 $1,424,000 $2,608,000
======== ========== ==========
Classified as follows:
Current asset............................. $251,000 $ 554,000 $1,770,000
Noncurrent asset.......................... 121,500 870,000 838,000
-------- ---------- ----------
$372,500 $1,424,000 $2,608,000
======== ========== ==========
</TABLE>

SFAS 109 requires a valuation allowance to reduce the deferred tax assets
reported if, based on the weight of the evidence, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. A
portion of the reduction of the valuation allowance during the years ended
March 31, 1996 and 1997 was credited to goodwill since it related to basis
differences from previous business combinations not previously recognized.
After consideration of all the evidence, both positive and negative,
management has determined that a valuation allowance is not necessary as of
December 31, 1997.

Cash paid for income taxes was $0, $645,000, $1,581,000 and $2,776,400 from
inception (June 3, 1994) to March 31, 1995, for the years ended March 31, 1996
and 1997 and for the nine-month period ended December 31, 1997, respectively.

9. EMPLOYEE BENEFIT PLANS

The majority of the employees of the Company are eligible to participate in
defined contribution plans (the "Plans") established under Section 401(k) of
the U.S. Internal Revenue Code. Employees are generally eligible to contribute
voluntarily to the Plans after one year of service. The Company may contribute
a discretionary amount of the employee contribution up to specified limits.

Employees are always vested in their contributed balance and generally
become fully vested in the Company's contributions after seven years of
service. The expense related to the Company's contributions to the Plans for
the inception (June 3, 1994) to March 31, 1995, the years ended March 31, 1996
and 1997 and the nine-month period ended December 31, 1997, was approximately
$61,000, $206,000, $302,000 and $372,000, respectively.

F-25
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. LEASES

The Company is obligated under various noncancelable operating leases for
its office facilities, office equipment and vehicles. Certain of the leases
for its office facilities are with various employee stockholders. Future
noncancelable lease commitments as of December 31, 1997 are as follows:

<TABLE>
<CAPTION>
RELATED-PARTY
LEASES OTHER LEASES TOTAL
------------- ------------ ----------
<S> <C> <C> <C>
Three months ended March 31, 1998.... $ 251,042 $ 404,261 $ 655,303
Fiscal year ended March 31, 1999..... 952,938 1,505,660 2,458,598
2000................................. 826,352 1,348,347 2,174,699
2001................................. 472,532 1,231,221 1,703,753
2002................................. 376,028 804,540 1,180,568
Thereafter........................... 140,028 693,644 833,672
---------- ---------- ----------
Total.............................. $3,018,920 $5,987,673 $9,006,593
========== ========== ==========
</TABLE>

Rental expense related to the above leases was as follows:

<TABLE>
<CAPTION>
RELATED PARTY OTHER LEASE
LEASE EXPENSE EXPENSE TOTAL
------------- ----------- ----------
<S> <C> <C> <C>
Inception (June 3, 1994) to March 31,
1995................................ $ 25,099 $177,901 $ 203,000
Year ended March 31, 1996............ 249,712 315,288 565,000
Year ended March 31, 1997............ 530,407 261,593 792,000
Nine-month period ended December 31,
1997................................ 611,381 763,619 1,375,000
</TABLE>

11. RELATED-PARTY TRANSACTIONS

During 1994, the Company entered into a seven-year consulting agreement with
its majority stockholder, Golder, Thoma, Cressey, Rauner, Inc. (the "Majority
Stockholder"). Under the terms of this agreement, the Company is obligated to
pay the Majority Stockholder an annual management fee of $200,000. The Company
is also obligated to pay a 1% placement fee to the Majority Stockholder for
all debt and equity raised by the Company during the term of the agreement.
The agreement will terminate earlier than the aforementioned seven-year term
upon the closing of any initial public offering of the Company's common stock
or a sale of substantially all of the Company's assets or common stock.

The majority stockholder agreed to waive their 1% placement fee related to
debt refinancing completed in August 1996, because the majority of the work to
obtain the financing was performed by another related party, Green, Manning &
Bunch, which charged a 1% fee.

In connection with the aforementioned agreements, the Company incurred
management fees and placement fees. The following shows the fees paid in each
period:

<TABLE>
<CAPTION>
INCEPTION NINE-MONTH
(JUNE 3, 1994) YEAR ENDED MARCH 31 PERIOD ENDED
TO MARCH 31 ------------------- DECEMBER 31
1995 1996 1997 1997
-------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Management fees.............. $130,000 $ 200,000 $ 200,000 $150,000
Placement fees............... 75,000 390,000 800,000 --
</TABLE>

The Company entered into a consulting agreement with Capitol Office
Solutions (Capitol) in July 1997, whereby the Company will provide certain
human resources, administration, financial, accounting, and

F-26
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

consulting services to Capitol for an annual fee of $150,000. Additionally,
the Company received a one-time fee of $270,000 from Capitol related to
assisting Capitol in obtaining financing. The majority stockholders of the
Company also own the majority of the outstanding stock of Capitol.

Related party notes receivable relate to amounts loaned to officers of the
Company to purchase stock in Capitol. These notes, which bear interest of 8%
per annum, are due and payable, with interest, on June 30, 2000, and are
collateralized by the shares purchased with the proceeds of the notes.

Also at December 31, 1997, the Company held notes receivable from employees
with balances totaling $272,637. These notes arose from transactions in fiscal
years 1997 and 1998, whereby the Company loaned the employees money to
purchase shares of the Company's stock. The notes, which bear interest of 8%
per annum, are due and payable, with interest, on dates from July 1 to
November 1, 2000. These notes are collateralized by the shares purchased with
the proceeds of the notes. These receivables are shown on the balance sheet as
a component of stockholders' equity.

12. SUBSEQUENT EVENTS

The Board of Directors contemplates an initial public offering (the
"Offering") of the Company's Common Stock.

Effective , the Board of Directors approved a change in the Company's
capital stock to authorize 10,000,000 shares of $.01 par value preferred
shares, 50,000,000 shares of $.01 par value Class B common stock and 900,000
shares of $.01 par value Class C common stock. At this time, the Board also
authorized a 132-for-1 split for holders of its Class B and Class C common
stock; provided for the automatic conversion into one share of Class B common
stock of each share of its Class C common stock upon consummation of the
Offering; provided that, upon consummation of the Offering, each share of
Class A common stock would automatically be redeemed for $90 plus 8% per annum
from the time of its purchase through May 31, 1998 (provided that the Offering
closes prior to June 30, 1998) and approximately 3.41 shares of Class B common
stock; and renamed its Class B common stock "Common Stock". The accompanying
consolidated financial statements have been restated to reflect this change in
capitalization.

The Board of Directors has adopted a stock option plan, which is to take
effect upon the closing of the Offering. Under the terms of the stock option
plan, 1,800,000 shares of the Company's common stock may be granted pursuant
to stock options or granted or sold as restricted stock to directors, officers
and employees of and consultants and advisors to the Company. Under the stock
option plan, the Board has authorized that upon the closing of the Offering,
options to purchase shares of common stock of the Company at an exercise
price equal to the Offering price per share will be granted to key employees.
All of these options are subject to vesting requirements based on length of
service or satisfaction of certain performance milestones.

F-27
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Copy Service and Supply, Inc.
Statesville, North Carolina

We have audited the accompanying combined statements of income and owners'
capital and cash flows of Copy Service and Supply, Inc. for the five months
ended May 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined results of operations and cash flows of
Copy Service and Supply, Inc. for the five months ended May 31, 1996 in
conformity with generally accepted accounting principles.

/s/ Barnard, Combs, Potts & Rhyne, PA

Statesville, North Carolina
February 12, 1998

F-28
<PAGE>

COPY SERVICE AND SUPPLY, INC.

COMBINED STATEMENT OF INCOME
AND OWNERS' CAPITAL

FOR THE FIVE MONTHS ENDED MAY 31, 1996

<TABLE>
<S> <C>
Revenue:
Equipment and supplies............................................. $ 833,370
Service agreement renewal.......................................... 628,202
Rental income...................................................... 92,872
---------
1,554,444
Cost of goods sold:
Equipment and supplies............................................. 569,600
Cost of service agreement renewal.................................. 361,240
Cost of rental income.............................................. 16,906
---------
947,746
Gross profit..................................................... 606,698
Selling, general and administrative expenses......................... 508,740
---------
Income from operations............................................... 97,958
Other income (deductions):
Gain on sale of fixed assets....................................... (7,740)
Interest income.................................................... 6,182
Interest expense................................................... (17,864)
---------
Income before income taxes....................................... 78,536
---------
Income taxes:
Current............................................................ (1,646)
Deferred........................................................... 21,288
---------
19,642
---------
Net income....................................................... 58,894
Owners' capital, beginning of period................................. 522,642
---------
Owners' capital, end of period..................................... $ 581,536
=========
</TABLE>

See accompanying notes.

F-29
<PAGE>

COPY SERVICE AND SUPPLY, INC

COMBINED STATEMENT OF CASH FLOWS

FOR THE FIVE MONTHS ENDED MAY 31, 1996

<TABLE>
<S> <C>
Cash flows from operating activities:
Net income......................................................... $ 58,894
Adjustments to reconcile net income to net cash provided by
operations:
Depreciation and amortization..................................... 37,719
Loss on sale of fixed assets...................................... 7,740
Deferred tax...................................................... 21,288
(Increase) decrease in:
Accounts receivable.............................................. (55,689)
Inventory........................................................ 68,433
Refundable income tax............................................ (531)
Increase (decrease) in:
Accounts payable................................................. (51,702)
Accrued expenses................................................. 14,303
Deferred income.................................................. (55,658)
---------
Net cash provided by operating activities....................... 44,797
---------
Cash flows from investing activities:
Purchase of fixed assets........................................... (2,679)
Lease obligation................................................... (2,335)
Proceeds from sale of fixed assets................................. 47,036
---------
Net cash used by investing activities........................... 42,022
---------
Cash flows from financing activities:
New borrowings:
Short-term........................................................ 74,592
Debt reduction:
Long-term......................................................... (110,220)
Shareholder loans.................................................. (14,000)
---------
Net cash provided (used) by financing activities................ (49,628)
---------
Increase in cash.................................................... 37,191
Cash at beginning of period......................................... 83,417
---------
Cash at end of period........................................... $ 120,608
=========
</TABLE>

Supplemental disclosures of noncash investing and financing activities.

See accompanying notes.

F-30
<PAGE>

COPY SERVICE AND SUPPLY, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Combination--The combined financial statements include the
accounts of Copy Service and Supply, Inc., CSS Leasing, LLC, and Office
Furniture Concepts, Inc. All material intercompany transactions have been
eliminated.

Organization And Operations--Copy Service and Supply, Inc. incorporated on
January 1, 1984, and operations began immediately thereafter. The Company
sells copiers, business machines and office furniture. The Company services
and furnishes supplies for the equipment it sells.

CSS Leasing, LLC is a limited liability company pursuant to 57C-2-20 of the
General Statue of North Carolina. The Company was formed for the purpose of
entering into various leasing contracts for office equipment, furniture or
other business equipment. Operations began on September 30, 1994.

Office Furniture Concepts, Inc. was incorporated on August 17, 1995, and
operations began immediately thereafter. The Company sells office furniture.

Receivables--Receivables are shown at face value. At May 31, 1996 management
reviewed receivables and all accounts considered uncollectible have been
written off.

Inventory--Inventories are valued at the lower of cost, on the first-in,
first-out basis, or market.

Fixed Assets--Fixed assets are stated at cost. For financial reporting
depreciation prior to 1987 is computed using the accelerated cost recovery
method over the estimated useful lives of 3 to 5 years. Fixed assets purchased
after 1987 are depreciated using the straight line method over the estimated
useful lives of 3 to 40 years. Maintenance and repairs are charged to expense
as incurred and renewals and improvements are capitalized. Gains and losses on
disposals are reflected in current operations except for the gains on traded
properties, which are reflected in the basis of new assets.

Income Taxes--The provision for income taxes includes deferred taxes arising
from temporary differences between financial and tax depreciation due to the
use of accelerated method for tax purposes, and allowance for inventory
obsolescence for book purposes. Tax credits are treated as a reduction of
federal income taxes for the year in which the credits are used. The tax
provision is for Copy Service and Supply, Inc. only because CSS Leasing, LLC
and Office Furniture Concepts, Inc. are entities which are taxed at the owner
level.

Revenue Recognition--The Company sells service contracts for the equipment
it sells. The contracts are for a specified number of copies or for a
specified time period, primarily from one to three years. The customer pays
for the service contracts in advance and the Company recognizes revenue on
these contracts ratably over the life of the contracts. Other service revenues
are recognized as earned.

Rental equipment revenue is recognized ratably over the lives of the
underlying cancelable operating leases, principally one to three years.

Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the

F-31
<PAGE>

COPY SERVICE AND SUPPLY, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

reported amounts of revenues and expenses during the reporting period. Actual
results could vary from the estimates that were used.

Cash And Cash Equivalents--The Company considers all highly liquid
investments with maturities of three months or less when acquired to be cash
equivalents.

NOTE 2--OBLIGATION UNDER SALES-TYPE LEASES:

CSS Leasing, LLC is in the business of leasing office furniture and
equipment. At the inception of the lease, determination is made whether it
qualifies as a sales-type or operating lease.

The following is an analysis of minimum future sales-type lease payments to
be received as of May 31, 1996:

<TABLE>
<S> <C>
May 31, 1997........................................................ $19,738
May 31, 1998........................................................ 15,963
May 31, 1999........................................................ 12,014
May 31, 2000........................................................ 5,012
-------
Total minimum lease receivable...................................... 52,727
Less: imputed interest 13,893
-------
Present value of lease receivable at May 31, 1996................... $38,834
=======
Current portion..................................................... $13,050
=======
Long-term portion................................................... $25,784
=======
</TABLE>

NOTE 3--OPERATING LEASES:

CSS Leasing, LLC is a lessor of office furniture and equipment. The
following is the book value of equipment under operating leases as of May 31,
1996.

<TABLE>
<S> <C>
Leased equipment.................................................... $243,457
Less: accumulated depreciation...................................... 50,744
--------
Net book value...................................................... $192,713
========
</TABLE>

Total depreciation expense was $16,906 for the five months ended May 31,
1996.

Future minimum rentals on noncancelable leases in the aggregate and for the
next three years are as follows:

<TABLE>
<S> <C>
May 31, 1997........................................................ $153,426
May 31, 1998........................................................ 69,473
May 31, 1999........................................................ 8,367
--------
Total minimum rentals............................................. $231,266
========
</TABLE>

F-32
<PAGE>

COPY SERVICE AND SUPPLY, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--FIXED ASSETS:

The major components of fixed assets are as follows:

<TABLE>
<S> <C>
Furniture, fixtures and equipment................................... $369,299
Vehicles............................................................ 178,774
Leasehold improvements.............................................. 51,683
--------
Total fixed assets................................................ 599,756
Accumulated depreciation............................................ 264,544
--------
Net fixed assets.................................................... $335,212
========
</TABLE>

Depreciation expense for the five months ended May 31, 1996 was $37,673.

NOTE 5--NOTES PAYABLE AND LONG-TERM DEBT:

An analysis of long-term debt is as follows:

<TABLE>
<S> <C>
$200,000 line of credit with bank, interest rate of prime plus
.50%, collateralized by inventory and equipment.................. $200,000
Note payable to bank, due in monthly installments of $276, includ-
ing interest at 7%, collateralized by vehicle.................... 3,700
Note payable to bank, due in monthly installments of $257,
including interest at 6.75%, collateralized by vehicle........... 5,067
Note payable to bank, due in monthly installments of $357,
including interest at 8.25%, collateralized by vehicle........... 6,027
Note payable to bank, due in monthly installments of $333,
including interest at 9.25%, collateralized by vehicle........... 7,276
Note payable to bank, due in monthly installments of $572,
including interest at 9.0%, collateralized by equipment.......... 12,986
Note payable to bank, due in monthly installments of $329,
including interest at 8.75%, collateralized by vehicle........... 7,754
Note payable to bank, due in monthly installments of $7,100,
including interest at 8.50%, collateralized by equipment......... 52,661
Note payable to bank, due in monthly installments of $4,821,
including interest at 8.75%, collateralized by equipment......... 63,116
Credit line with bank, interest payable monthly at 8.5%, maturity
date January 10, 1997, collateralized by equipment .............. 32,213
--------
390,800
Less current installments of long-term debt....................... 361,644
--------
Long-term debt, excluding current installments ................... $ 29,156
========
</TABLE>

F-33
<PAGE>

COPY SERVICE AND SUPPLY, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Principle payments for the next three years are as follows:

NOTE 6--PROFIT SHARING PLAN:

The Company has a profit sharing plan which is available to all employees
who have attained certain age and service requirements. Contributions made to
the plan are entrusted to an investment company which provides investment
consultation and administration. No contribution was made for the five months
ended May 31, 1996.

NOTE 7--OPERATING LEASE:

The Company conducts its operations from leased facilities. The main office,
showroom space and one branch office are leased from the 100% shareholder.
There are four annual renewable leases, payable $9,999 per month, expiring on
various dates.

Two of the Company's branch offices are leased for a total of $700 per
month. These leases are month to month leases. Also, the Company has one
branch office which is a 36 month lease for a total of $1,046 per month.

Lease expense for the five months ended May 31, 1996 was $58,725.

Future minimum lease payments are as follows:

NOTE 8--SUPPLEMENTARY CASH FLOWS INFORMATION:

<TABLE>
<S> <C>
Interest paid........................................................ $ 9,321
Income taxes paid.................................................... $ 0
</TABLE>

NOTE 9--CONCENTRATED CREDIT RISK:

The Companies are principally engaged in the business of selling and leasing
copiers business machines and office furniture. Consequently, the ability to
collect the amounts due from customers may be affected by economic fluctuation
in the industry.

NOTE 10--RELATED PARTY:

The 100% shareholder of Copy Service and Supply, Inc. also owns 60% of CSS
Leasing, LLC.

During 1995 the furniture division of Copy Service and Supply, Inc. was
Incorporated. The Corporate name is Office Furniture Concepts, Inc. The
inventory and various fixed assets were transferred into the newly formed
corporation. The 100% shareholder of Copy Service and Supply, Inc. also owns
49% of Office Furniture Concepts, Inc.

F-34
<PAGE>

COPY SERVICE AND SUPPLY, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE 11--INCOME TAXES:

A reconciliation of the provision for income taxes with the amount of income
tax computed at the Federal statutory rate (34%) follows:

<TABLE>
<S> <C>
Tax expense at statutory rate....................................... $26,702
Increase (decrease) in taxes resulting from:
Elimination of non taxable entities................................. (6,164)
Expenses not tax deductible......................................... 2,708
State taxes, net of federal benefit................................. (3,604)
-------
Provision for income taxes charged to operation..................... $19,642
=======
</TABLE>

NOTE 12--SUBSEQUENT EVENTS:

On June 1, 1996 the Company was sold to new owners. After the sale CSS
Leasing LLC and Office Furniture Concepts, Inc. were merged into Copy Service
and Supply, Inc.

F-35
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors Southern Business Communications Group

We have audited the accompanying combined statements of income and cash
flows of Southern Business Communications Group for the nine months ended
September 30, 1996. These combined financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these combined financial statements based on our audit.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Southern Business Communications Group for the nine months ended September 30,
1996 in conformity with generally accepted accounting principles.

Atlanta, Georgia
January 8, 1998

F-36
<PAGE>

SOUTHERN BUSINESS COMMUNICATIONS GROUP

COMBINED STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 1996

<TABLE>
<S> <C>
Revenues
Net product sales................................................ $11,878,102
Service and rentals.............................................. 1,534,257
-----------
13,412,359
Costs and Expenses
Cost of products sold............................................ 9,106,579
Service and rental costs......................................... 427,911
Selling, general and administrative.............................. 2,680,675
-----------
12,215,165
-----------
Operating Income................................................... 1,197,194
Other Income (Expense)
Interest expense................................................. (93,993)
Other............................................................ 24,932
-----------
(69,061)
-----------
Net Income..................................................... $ 1,128,133
===========
</TABLE>

See accompanying notes.

F-37
<PAGE>

SOUTHERN BUSINESS COMMUNICATIONS GROUP

COMBINED STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1996

<TABLE>
<S> <C>
Cash Flows from Operating Activities:
Cash received from customers.................................. $ 13,537,742
Cash paid to suppliers and employees.......................... (12,017,450)
Interest paid................................................. (93,993)
Other income.................................................. 24,932
------------
Net Cash Provided by Operating Activities................... 1,451,231
------------
Cash Flows from Investing Activities:
Purchases of property and equipment........................... (46,594)
Loans to shareholders......................................... (360,000)
------------
Net Cash Required by Investing Activities................... (406,594)
------------
Cash Flows from Financing Activities:
Net line of credit borrowings................................. 206,759
Principal payments on notes payable to related parties, net... (300,047)
Proceeds from issuance of long-term debt...................... 228,926
Principal payments on long-term debt and capital lease
obligation................................................... (345,330)
Distributions to shareholders................................. (819,643)
------------
Net Cash Required by Financing Activities................... (1,029,335)
------------
Net Increase in Cash............................................ 15,302
Cash at Beginning of Period..................................... 62,624
------------
Cash at End of Period........................................... $ 77,926
============
Reconciliation of Net Income to Net Cash Provided by Operating
Activities:
Net Income...................................................... $ 1,128,133
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities:
Depreciation.................................................. 90,558
Decrease in accounts receivable............................... 282,258
Decrease in inventories....................................... 144,627
Decrease in accounts payable and checks outstanding........... (71,181)
Decrease in deferred revenue.................................. (156,875)
Increase in accrued liabilities............................... 33,711
------------
Total Adjustments........................................... 323,098
------------
Net Cash Provided by Operating Activities....................... $ 1,451,231
============
</TABLE>

See accompanying notes.

F-38
<PAGE>

SOUTHERN BUSINESS COMMUNICATIONS GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

SEPTEMBER 30, 1996

NOTE 1. DESCRIPTION OF THE BUSINESS

Southern Business Communications Group (the Company) is engaged in the sale
and installation or leasing of electronic presentation equipment, document
imaging management, and system integration. The Company also provides
maintenance on the equipment and microfilm service bureau work to convert
paper files to microfilm.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The combined financial statements include the accounts of Southern Business
Communications, Inc. (SBC), Southern Business Communications of D.C., Inc.
(SBC of DC), and ATS Atlanta (ATS), three companies affiliated through common
ownership. All significant inter-company transactions have been eliminated.

Revenue Recognition

Revenues from product sales are recognized upon shipment to customer.
Revenues related to systems support agreements are recognized ratably over the
terms of the agreements, generally one year.

Inventories

Inventories consist of audio, visual, micrographic and computer equipment
and related parts and supplies valued at the lower of cost or market as
determined using the first-in, first-out (FIFO) method.

Depreciation and Amortization

Depreciation of property and equipment is provided over the useful lives of
the assets primarily on the straight-line method.

Useful lives for depreciable assets are as follows:

<TABLE>
<S> <C>
Building and improvements....................................... 31 years
Machinery and equipment......................................... 3 to 7 years
Furniture and fixtures.......................................... 5 to 7 years
Equipment held for lease........................................ 5 years
</TABLE>

Income Taxes

As a result of elections with the IRS made by the stockholders of the
entities comprising the Company, the Company is not liable for income taxes as
of September 30, 1996. The stockholders are liable for individual income taxes
on their respective shares of the entities' taxable income, and the
accompanying combined financial statements do not include a provision for
income taxes.

NOTE 3. LINES OF CREDIT

The Company has working capital revolving line of credit agreements with a
bank which provide for total borrowings of $2,100,000. Borrowings are limited
to 85% of accounts receivable and 50% of inventories, with borrowings based on
inventories limited to specified amounts per the agreements. Borrowings under
the agreements are secured by accounts receivable, inventories and the
personal guarantees of the Company's stockholders. Interest is payable monthly
at the bank's prime rate. Outstanding borrowings under the agreements at
September 30, 1996 totaled $907,189 as follows: SBC--$785,225, SBC of DC--
$111,964, ATS--$10,000.

F-39
<PAGE>

SOUTHERN BUSINESS COMMUNICATIONS GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

SEPTEMBER 30, 1996

SBC also has a second line of credit with the same bank which provides for
borrowings up to $250,000 for capital expenditures. Interest is payable
monthly at the bank's prime rate. Borrowings under the agreement are secured
by a second lien on the SBC's land and building. There were no outstanding
borrowings under this agreement at September 30, 1996.

NOTE 4. LONG-TERM DEBT

Principal payments on long-term debt are as follows for years ending
September 30:

<TABLE>
<S> <C>
1997................................................................ $ 30,991
1998................................................................ 28,429
1999................................................................ 26,862
2000................................................................ 26,161
2001................................................................ 29,919
Thereafter.......................................................... 284,942
--------
$427,304
========
</TABLE>

NOTE 5. LEASES

The Company leases office space under operating leases that expire at
various dates through 2000. Rent expense under these leases approximated
$44,000. Future minimum rental payments required under operating leases with
initial or remaining noncancellable lease terms in excess of one year are as
follows:

NOTE 6. PROFIT SHARING PLAN

The Company has a profit sharing 401(k) plan (the Plan) which is qualified
under Section 401(k) of the Internal Revenue Code and covers substantially all
employees. Under the provisions of the Plan, the Company contributes
discretionary amounts as determined by the Board of Directors. Participants'
vested interests in the Company's contributions are based upon years of
service, as defined, with the Company. Contributions to the Plan were $23,628.

NOTE 7. SUBSEQUENT EVENT

Subsequent to September 30, 1996, all of the outstanding stock of SBC, SBC
of DC and ATS was purchased by an unrelated corporation which owns other
companies engaged in the same lines of business as the Company.

F-40
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Stockholders
Electronic Systems, Inc.

We have audited the accompanying statements of income and retained earnings
and cash flows of Electronic Systems, Inc. for the years ended December 31,
1995 and 1996 and the six months ended June 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of
Electronic Systems, Inc. for the years ended December 31, 1995 and 1996 and
the six months ended June 30, 1997 in conformity with generally accepted
accounting principles.

/s/ Ernst & Young

Richmond, Virginia
January 23, 1998

F-41
<PAGE>

ELECTRONIC SYSTEMS, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31 ENDED
------------------------ JUNE 30
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Revenue:
Equipment, supplies and parts........ $24,096,319 $35,903,314 $20,373,983
Service and training................. 4,013,939 6,304,117 3,899,523
Rental............................... 758,271 802,465 422,963
----------- ----------- -----------
Total revenue...................... 28,868,529 43,009,896 24,696,469
Cost of goods and services sold:
Equipment, supplies and parts........ 20,478,529 31,008,200 17,294,908
Service and training................. 1,883,456 3,115,095 1,804,993
Rental............................... 470,729 513,096 282,111
----------- ----------- -----------
Total cost of goods and services
sold.............................. 22,832,714 34,636,391 19,382,012
----------- ----------- -----------
6,035,815 8,373,505 5,314,457
Selling, general, and administrative
expenses.............................. 4,824,892 5,961,952 4,482,983
----------- ----------- -----------
1,210,923 2,411,553 831,474
Other income (expense):
Interest expense..................... (78,207) (87,713) (17,250)
Interest income...................... 16,498 21,850 34,135
Management fee....................... 15,000 25,000 14,000
Other, net........................... 100,008 32,740 90,031
----------- ----------- -----------
53,299 (8,123) 120,916
----------- ----------- -----------
Net income............................. 1,264,222 2,403,430 952,390
Retained earnings at beginning of
year.................................. 1,958,487 2,877,594 4,682,982
Distributions to shareholders.......... (345,115) (598,042) (1,174,346)
----------- ----------- -----------
Retained earnings at end of year....... $ 2,877,594 $ 4,682,982 $ 4,461,026
=========== =========== ===========
</TABLE>

See accompanying notes.

F-42
<PAGE>

ELECTRONIC SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31 ENDED
------------------------ JUNE 30
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income............................. $ 1,264,222 $ 2,403,430 $ 952,390
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization........ 398,866 521,799 250,726
(Gain) loss on sale of assets........ 1,610 8,243 (26,620)
Provision for doubtful accounts...... 20,776 -- 108,000
Changes in operating assets and
liabilities:
Accounts receivable................. (1,725,911) 35,132 (691,819)
Inventories......................... (617,253) (463,747) 248,873
Prepaid expenses and other.......... 42,368 (336) (44,952)
Accounts payable.................... 801,781 2,032,101 (1,301,766)
Accrued expenses and other
liabilities........................ 162,239 371,848 554,626
----------- ----------- -----------
Net cash provided by operating
activities............................ 348,698 4,908,470 49,458
INVESTING ACTIVITIES
Purchases of property and equipment.... (659,254) (444,200) (339,048)
Proceeds on sale of property and
equipment............................. 39,176 101,242 45,043
Proceeds on notes receivable from
shareholders.......................... -- -- 166,980
----------- ----------- -----------
Net cash used in investing activities.. (620,078) (342,958) (127,025)
FINANCING ACTIVITIES
Borrowings on revolving credit loan.... 1,792,325 200,000 --
Repayments on revolving credit loan.... (1,026,630) (1,178,705) --
Principal payments on long-term debt... (149,200) (236,700) (20,000)
Distributions to shareholders.......... (345,115) (598,042) (1,174,346)
----------- ----------- -----------
Net cash (used) provided by financing
activities............................ 271,380 (1,813,447) (1,194,346)
(Decrease) increase in cash............ -- 2,752,065 (1,271,913)
Cash at beginning of year.............. 10,450 10,450 2,762,515
----------- ----------- -----------
Cash at end of year.................... $ 10,450 $ 2,762,515 $ 1,490,602
=========== =========== ===========
</TABLE>

See accompanying notes.

F-43
<PAGE>

ELECTRONIC SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1997

1. SIGNIFICANT ACCOUNTING POLICIES

Electronic Systems, Inc. (the Company) is an office technology supplier
incorporated in Virginia. The Company sells and services computer hardware,
software and copiers and provides consulting and training services for various
office systems. The following is a description of the Company's significant
accounting policies:

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market, primarily using
specific identification.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using
both straight-line and accelerated methods over the estimated useful lives of
the related assets.

Rental Equipment

Equipment is rented to customers under operating leases. Rental equipment is
stated at cost. Depreciation is computed using the straight-line method over
the estimated useful life of the related asset. Future minimum rentals as of
June 30, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING JUNE 30 AMOUNT
------------------- --------
<S> <C>
1998................................................................ $426,258
1999................................................................ 261,103
2000................................................................ 105,828
--------
$793,189
========
</TABLE>

Revenue Recognition

Revenues are recognized as follows:

Equipment and supply sales revenues are recognized when shipped or delivered
and title and risk of loss pass to the customer.

Maintenance contract service revenues are recognized ratably over the term
of the underlying maintenance contract. Other service revenues are recognized
as earned.

Rental revenue is recognized ratably over the term of the underlying leases,
typically one to three years.

Advertising

The costs of advertising the Company's products and services are generally
expensed as incurred. Total advertising costs amounted to $176,910, $197,525
and $47,392 in 1995, 1996 and 1997, respectively.

Income Taxes

The Company is organized to be taxed under the provisions of Subchapter S of
the Internal Revenue Code. Under these provisions, the Company does not pay
federal or state income taxes on its corporate income. Instead the Company's
income is included in the income of its stockholders for federal and state
income tax purposes.

F-44
<PAGE>

ELECTRONIC SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management make estimates and
assumptions which affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Long Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, which requires impairment losses be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of. The
Company adopted Statement 121 in 1996 and such adoption had no effect on the
financial statements.

2. BORROWINGS

The Company has a term loan collateralized by its headquarters land and
building. The loan bears interest at 90.2778% of prime and principal payments
are $40,000 for each of the next five years.

Interest paid on all indebtedness was $78,207, $87,713 and $17,256 in 1995,
1996 and 1997, respectively.

3. EMPLOYEE BENEFIT PLANS

The Company has a 401(k) plan which covers all full-time employees meeting
certain eligibility requirements. Participants may elect to contribute up to
15% of their compensation on a pre-tax basis, as defined in the plan. The
Company contributes an amount equal to 50% of the participant's contribution
not to exceed 5% of each participant's base compensation. Participants are
fully vested in the Company contributions. The Company made contributions of
$68,404, $93,390 and $62,766 in 1995, 1996 and 1997, respectively.

The Company also maintains a profit sharing plan which covers all full time
employees meeting certain eligibility requirements. Contributions to the plan
are at the discretion of the Board of Directors. The Company contributed
$92,000, $120,000 and $60,000 in 1995, 1996 and 1997, respectively.

4. LEASES

The Company is obligated under various noncancelable operating leases for
facilities, warehouse space and training centers.

Future minimum lease payments under the noncancelable operating leases as of
June 30, 1997 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING JUNE 30 AMOUNT
------------------- --------
<S> <C>
1998................................................................ $113,449
1999................................................................ 74,339
2000................................................................ 65,570
2001................................................................ 68,849
2002................................................................ 41,309
--------
$363,516
========
</TABLE>

Rent expense amounted to $57,914, $77,126 and $61,658 in 1995, 1996 and
1997, respectively.

F-45
<PAGE>

ELECTRONIC SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. RELATED PARTY TRANSACTIONS

The Company provides certain administrative and accounting services to
Electronic Systems of Richmond, Inc., a corporation owned by certain
shareholders of Electronic Systems, Inc. Management fees of $15,000, $25,000
and $14,000 were received by the Company in 1995, 1996 and 1997, respectively.

6. CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash equivalents and
accounts receivable. The Company's temporary cash is invested in short-term
money market accounts.

The Company markets its products and services to customers located primarily
in Virginia. The Company performs credit evaluations of its customers prior to
delivery or commencement of services and normally does not require collateral.
Payments for equipment are typically due within thirty days of billing and
supplies and services are typically due upon receipt. The Company maintains an
allowance for potential credit losses and losses have historically been within
management's expectations. Credit losses have historically been insignificant.

The carrying values of amounts classified as current assets and current
liabilities approximate fair values due to the short-term nature of these
instruments. The carrying value of long-term debt approximates fair value as
current borrowing rates approximately market rates for loans with similar
rates.

Two customers accounted for 11%, 20% and 8% of the Company's sales in 1995,
1996 and 1997, respectively.

7. SUBSEQUENT EVENTS

Effective July 7, 1997, all outstanding stock of the Company was acquired by
Global Imaging Systems, Inc. In connection with the acquisition, the Company's
S Corporation election was terminated and from the date of acquisition forward
the earnings of the Company will be taxed at the corporate level.

Immediately prior to the acquisition, the headquarters building and land and
related term debt were transferred in the form of a shareholder distribution
to an entity owned by the shareholders of the Company. The Company has entered
into an agreement to lease these facilities for five years, with initial rent
of $185,082 per year, escalating 2% annually.

F-46
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Eastern Copy Products, Inc. and Subsidiaries

We have audited the accompanying consolidated statements of income and
retained earnings and cash flows of EASTERN COPY PRODUCTS, INC. AND
SUBSIDIARIES for the years ended July 31, 1997, 1996, and 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES as of July 31, 1997,
1996, and 1995 in conformity with generally accepted accounting principles.

/s/ Pasquale & Bowers, LLP

Syracuse, New York
December 17, 1997

F-47
<PAGE>

EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

YEARS ENDED JULY 31, 1997, 1996, AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Sales and service
Equipment sales....................... $ 8,389,297 $ 5,838,732 $ 4,691,487
Service............................... 5,897,324 5,281,391 4,640,232
Rental income......................... 737,113 761,268 733,635
Other................................. 230,241 163,977 203,475
----------- ----------- -----------
15,253,975 12,045,368 10,268,829
----------- ----------- -----------
Cost of sales and service
Cost of equipment sales............... 5,549,634 3,914,590 2,822,924
Cost of service....................... 3,982,670 3,645,680 3,142,454
Depreciation on rental equipment...... 254,990 170,193 182,768
Other................................. 126,740 104,937 96,405
----------- ----------- -----------
9,914,034 7,835,400 6,244,551
----------- ----------- -----------
Gross profit............................ 5,339,941 4,209,968 4,024,278
Selling, general and administrative
expenses............................... 4,971,142 4,087,298 3,689,948
----------- ----------- -----------
Income from operations.................. 368,799 122,670 334,330
Other expense--net, including interest
expense of $108,879, $111,947, and
$123,441............................... 76,090 54,537 78,732
----------- ----------- -----------
Income before provision for income
taxes.................................. 292,709 68,133 255,598
Provision for income taxes (Note 5)..... 110, 000 12,400 99,800
----------- ----------- -----------
Net income.............................. 182,709 55,733 155,798
Retained earnings (accumulated
deficit)--beginning of year............ 55,645 (88) (155,886)
----------- ----------- -----------
Retained earnings (accumulated
deficit)--end of year.................. $ 238,354 $ 55,645 $ (88)
=========== =========== ===========
</TABLE>

See accompanying notes to the consolidated financial statements.

F-48
<PAGE>

EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED JULY 31, 1997, 1996, AND 1995
INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities
Net income.................................. $ 182,709 $ 55,733 $ 155,798
--------- --------- ---------
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Deferred tax expense (benefit)............ (29,000) (138,000) 65,000
Depreciation.............................. 283,640 210,788 232,672
Bad debt expense.......................... 124,242 40,236 38,889
Loss on disposal of assets................ 0 0 3,355
Changes in assets and liabilities
affecting cash flow from operating
activities:
Accounts receivable..................... (263,488) (317,460) (129,802)
Inventory............................... 677,796 34,657 (456,844)
Other current assets.................... 17,179 (52,319) 66,530
Other assets............................ 0 800 0
Accounts payable........................ (111,511) (439,855) 36,831
Notes payable........................... (231,243) 424,747 85,940
Accrued expenses........................ 12,309 115,168 (65,573)
Deferred revenue........................ 8,419 195,200 (79,325)
Income taxes payable.................... 126,000 86,964 14,688
Other current liabilities............... (29,028) 2,802 (5,512)
--------- --------- ---------
Total adjustments..................... 585,315 163,728 (193,151)
--------- --------- ---------
Net cash provided by (used in) operat-
ing activities....................... 768,024 219,461 (37,353)
--------- --------- ---------
Cash flows from investing activities
Capital expenditures--Net................... (559,067) (102,409) (70,609)
--------- --------- ---------
Net cash used in investing activi-
ties................................. (559,067) (102,409) (70,609)
--------- --------- ---------
Cash flows from financing activities
Proceeds from long-term debt................ 131,219 93,611 55,472
Payments on long-term debt.................. (202,168) (180,436) (161,000)
Payments on capital lease obligations....... 0 (5,426) (57,887)
(Advances) Repayments on shareholder loan--
Net........................................ (10,925) (39,985) 41,415
--------- --------- ---------
Net cash used in financing activi-
ties................................. (81,874) (132,236) (122,000)
--------- --------- ---------
Net increase (decrease) in cash............... 127,083 (15,184) (229,962)
Cash--Beginning of year....................... 112,274 127,458 357,420
--------- --------- ---------
Cash--End of year............................. $ 239,357 $ 112,274 $ 127,458
========= ========= =========
</TABLE>

See Accompanying Notes to the Consolidated Financial Statements.

F-49
<PAGE>

EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The parent company is primarily involved in the selling, leasing and
servicing of Konica office copiers. Eastern Copy Credit Corporation, Inc., a
wholly-owned subsidiary, was formerly involved in the leasing of office
copiers and is now inactive. Eastern Copy Products Vend-A-Copy Division, Inc.,
a wholly-owned subsidiary, is engaged in providing copy vending services to
the general public.

Principles of Consolidation

The consolidated financial statements include the accounts of Eastern Copy
Products, Inc., and both of its wholly-owned subsidiaries. All intercompany
accounts and transactions have been eliminated. "Company" as used herein
refers to the consolidated group.

Concentrations of Credit Risk

The Company, in the normal course of business, grants credit to customers,
essentially all of whom are located in central or western New York State. The
Company uses the direct write-off method to provide for bad debts. Management
considers any allowance necessary for uncollectible accounts receivable at
July 31, 1997, 1996, and 1995 as not material to the financial statements.

At July 31, 1997, the Company had approximately $92,000 in bank deposits in
excess of federally insured levels.

Inventory

Inventory represents copiers, parts and supplies held for sale or lease.
Inventory is stated at the lower of average cost or market.

Revenue Recognition

Revenue is recognized when earned. The Company recognizes revenue on
maintenance contracts primarily on a straight-line basis over the term of the
related agreements. Lengths of the maintenance agreements generally range from
one to three years.

The three year agreements generally involve the Company providing a copier
and the related maintenance under one installment contract. Essentially all of
these contracts, and the conditional title to the associated equipment, are
subsequently sold to a third party financing company in exchange for cash
proceeds. A portion of the proceeds are allocated to machine sales and
recognized currently, while the remainder is deferred and recognized as
service income on a straight-line basis over the term of the related
agreement.

Revenue is recorded on equipment sales upon delivery to a customer. Service
revenue is recorded at the time service is performed.

Depreciation

Fixed assets are recorded at cost.

The cost of fixed assets is depreciated over the estimated useful lives of
the related assets using the straight-line method for financial statement
purposes.

F-50
<PAGE>

EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Income Taxes

Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the basis of deferred revenue
and fixed assets for financial and income tax reporting. The deferred tax
assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Supplemental Disclosures of Cash Flow Information

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Cash paid during the year for--Interest.......... $108,879 $111,947 $123,441
--Income taxes................................... $ 2,093 $ 69,747 $ 20,460
</TABLE>

Capital expenditures reflected in the statements of cash flows includes the
net increase in vending copiers in service and the net increase in copiers on
operating lease.

Non-Cash Financing Activities

During fiscal 1996, the Company issued 10 shares of common stock at its fair
market value to Konica Business Machines, Inc. In consideration for the
shares, Konica transferred all of the assets and liabilities of Konica's
Buffalo, New York branch to the Company. The assets and liabilities
transferred consisted of computer parts and equipment inventory, and
obligations under customer maintenance agreements. Following is a summary of
the transaction:

<TABLE>
<S> <C>
Copier inventory transferred.................................... $ 261,024
Liabilities under maintenance agreements assumed................ (110,400)
---------
Value assigned to common stock issued........................... $ 150,624
=========
</TABLE>

2. NOTES PAYABLE

The Company has various notes payable owed to financing companies under
inventory financing arrangements. The arrangements call for the respective
financing company to pay the invoice cost, less available discounts, on
inventory purchases. The Company then remits payment for the full invoiced
cost to the financing company; if payment to the finance company is made
within 30 days, the Company retains a portion of the discount. Interest is
charged on any late payments.

F-51
<PAGE>

EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. LONG-TERM DEBT

Scheduled maturities of long-term debt for the next four years and in the
aggregate are as follows:

<TABLE>
<CAPTION>
YEARS ENDING
JULY 31,
------------
<S> <C>
1998............................... $732,017
1999............................... 70,438
2000............................... 49,528
2001............................... 19,411
--------
$871,394
========
</TABLE>

4. COMMITMENTS

The Company leases vehicles, office equipment, office and warehouse
facilities under various noncancelable operating leases. Lease expense under
these arrangements for the years ended July 31, 1997, 1996, and 1995,
approximated $234,000, $96,000, and $63,000, respectively. Minimum future
rental payments due under the agreements for the next five years and in the
aggregate are as follows:

<TABLE>
<CAPTION>
YEARS ENDING
JULY 31,
------------
<S> <C>
1998............................. $ 287,868
1999............................. 239,428
2000............................. 241,615
2001............................. 205,865
2002............................. 171,990
Thereafter....................... 79,464
----------
$1,226,230
==========
</TABLE>

The Company also leases certain other office and warehouse facilities on a
month-to-month basis, and accounts for the agreements as operating leases.

5. INCOME TAXES

The components of the provision for income taxes at July 31, 1997, 1996, and
1995, are as follows:

<TABLE>
<CAPTION>
1997 1996 1995
-------- --------- --------
<S> <C> <C> <C>
Current expense--Federal..................... $129,000 $ 133,000 $ 50,600
--State...................................... 10,000 17,400 6,200
Current benefit from utilization of operating
loss carryforward--Federal.................. 0 0 (22,000)
Deferred tax expense (benefit)--Federal...... (23,000) (110,000) 47,000
--State...................................... (6,000) (28,000) 18,000
-------- --------- --------
$110,000 $ 12,400 $ 99,800
======== ========= ========
</TABLE>

F-52
<PAGE>

EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The net deferred tax asset at July 31, 1997, 1996, and 1995, is comprised of
the following:

<TABLE>
<CAPTION>
1997 1996 1995
-------- --------- ---------
<S> <C> <C> <C>
Deferred tax assets.......................... $796,000 $ 787,000 $ 703,000
Deferred tax liabilities..................... (94,000) (114,000) (168,000)
-------- --------- ---------
Net deferred tax asset....................... $702,000 $ 673,000 $ 535,000
======== ========= =========
</TABLE>

The reconciliation of the effective income tax rate is as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Federal income tax rate....................................... 34% 15% 34%
State taxes, net of federal income tax benefit................ 6 6 6
Other, net.................................................... (2) (3) (1)
--- --- ---
38% 18% 39%
=== === ===
</TABLE>

Deferred tax assets result primarily from different methods of revenue
recognition on certain maintenance contracts for book and tax purposes.
Deferred tax liabilities result mainly from the use of accelerated
depreciation methods for tax purposes.

At July 31, 1997, the Company has a state operating loss carryforward of
approximately $146,000 available to offset future state taxable income
expiring through the year 2011.

6. RELATED PARTY TRANSACTIONS

The Company leases office and warehouse space from its shareholder on a
month-to-month basis. Rent expense incurred under the arrangements amounted to
$150,000 for fiscal years 1997, 1996, and 1995, and is included in selling,
general and administrative expenses.

7. MAJOR SUPPLIER

The Company buys substantially all of its equipment, parts, and supplies
held for resale from Konica. Net amounts due Konica at July 31, 1997, 1996,
and 1995, approximated $724,000, $780,000, and $1,398,000, respectively, and
are included in accounts payable.

8. PENSION PLAN

The Company maintains a 401(k) profit sharing plan covering substantially
all employees meeting certain age and length of service requirements. Employer
contributions are at the discretion of the Board of Directors. No
contributions were made for the years ended July 31, 1997, 1996, and 1995.

9. SUBSEQUENT EVENTS

Stock Purchase Agreement

Effective August 1, 1997, the Company entered into a Stock Purchase
Agreement with Conway Office Products, Inc. ("Conway"), a wholly-owned
subsidiary of Global Imaging Systems, Inc. for all the capital stock of the
Company. The total purchase price for the stock of the Company was
approximately $6,750,000.

Merger

Effective September 1, 1997, Eastern Copy Products Vend-A-Copy Division,
Inc. and Eastern Copy Credit Corporation, Inc., merged into Eastern Copy
Products, Inc.

F-53
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors
Duplicating Specialties, Inc.

We have audited the accompanying statements of income and retained earnings
and cash flows of Duplicating Specialties, Inc. for the ten months ended
August 31, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of
Duplicating Specialties, Inc. for the ten months ended August 31, 1997 in
conformity with generally accepted accounting principles.

/s/ Moss Adams LLP

Vancouver, Washington
December 19, 1997

F-54
<PAGE>

DUPLICATING SPECIALTIES, INC.

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE TEN MONTHS ENDED AUGUST 31, 1997

<TABLE>
<S> <C>
Revenue
Equipment and supplies............................................ $4,240,383
Service agreement revenue......................................... 2,006,268
Rental income..................................................... 72,736
----------
6,319,387
Cost of sales
Cost of equipment and supplies sales.............................. 2,642,715
Cost of service agreement revenue................................. 927,691
Cost of rental income............................................. 22,184
----------
3,592,590
Gross profit........................................................ 2,726,797
Selling, general and administrative expenses........................ 2,493,602
Provision for doubtful accounts..................................... 25,201
----------
Operating income.................................................... 207,994
----------
Other income (expense)
Miscellaneous income.............................................. 10,556
Interest expense.................................................. (7,470)
----------
3,086
----------
Net income before income taxes...................................... 211,080
Income taxes........................................................ 93,361
----------
Net income.......................................................... 117,719
Retained earnings, beginning of period.............................. 625,249
----------
Retained earnings, end of period.................................... $ 742,968
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-55
<PAGE>

DUPLICATING SPECIALTIES, INC.

STATEMENT OF CASH FLOWS

FOR THE TEN MONTHS ENDED AUGUST 31, 1997

<TABLE>
<S> <C>
Cash flows from operating activities
Net income........................................................ $ 117,719
Adjustments to reconcile net income to net cash flows from
operating activities
Depreciation.................................................... 57,560
Net deferred taxes.............................................. (94,687)
Gain on sale of assets.......................................... (456)
Increase (decrease) in cash due to changes in assets and
liabilities
Accounts receivable, net........................................ (24,421)
Inventory....................................................... 141,727
Prepaid expense................................................. 24,110
Cash surrender value of life insurance.......................... 9,473
Deposits........................................................ 1,317
Accounts payable................................................ (188,859)
Accrued expenses................................................ 413,033
Deferred service contract revenue............................... 40,921
---------
Net cash flows from operating activities...................... 497,437
Cash flows from investing activities
Purchase of equipment............................................. (112,570)
Proceeds from sale of assets...................................... 17,040
---------
Net cash flows from investing activities...................... (95,530)
Cash flows from financing activities
Net change in short-term note payable............................. (202,000)
Proceeds from long-term borrowings................................ 25,000
Payments on long-term borrowings.................................. (18,774)
Increase in due from stockholder.................................. (10,686)
---------
Net cash flows from financing activities...................... (206,460)
---------
Net increase in cash................................................ 195,447
Cash, beginning of period........................................... 46,930
---------
Cash, end of period................................................. $ 242,377
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-56
<PAGE>

DUPLICATING SPECIALITIES, INC.

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 1997

NOTE 1--NATURE OF BUSINESS

The Company is an Oregon corporation engaged in the business of selling and
providing maintenance and supplies for reproduction equipment and facsimile
machines. Customers are primarily located in Oregon and Southwest Washington.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents--For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents. The Company maintains its cash
in bank deposit accounts which, at times, may exceed federally insured limits.
The Company has not experienced any losses in such accounts and believes it is
not exposed to any significant credit risk on cash and cash equivalents.

Accounts receivable--Management periodically assesses the collectability of
accounts receivable. This assessment provides the basis for the allowance for
doubtful accounts and related bad debt expense. The allowance for doubtful
accounts was $30,000 as of August 31, 1997. Credit is generally extended to
customers without collateral requirements.

Inventory--Inventory is stated at the lower of cost (first-in first-out
method) or market.

Equipment and vehicles--Expenditures for maintenance and repairs are charged
to expense as incurred, whereas major betterments and equipment additions are
capitalized. The Company has provided for depreciation of equipment using
straight-line and accelerated methods over estimated useful lives ranging from
three to ten years.

Revenue recognition--Revenues are recorded at the time of shipment of
products or performance of services. Deferred service contract revenue is
recognized over the estimated service period, based upon copier usage.
Contracts are billed in increments of preventive maintenance cycles.

Income taxes--Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the bases of the
equipment and vehicles for financial and income tax reporting. The deferred
tax assets and liabilities represent future tax return consequences of these
differences which will either be taxable or deductible when the assets and
liabilities are recovered or settled.

Use of estimates--The preparation of the financial statements in conformity
with generally accepted accounting principles require management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

NOTE 3--INVENTORY

Inventory as of August 31, 1997 consists of:

<TABLE>
<S> <C>
Duplicating equipment............................................ $330,520
Supplies......................................................... 118,651
Service parts and accessories.................................... 309,955
--------
$759,126
========
</TABLE>

F-57
<PAGE>

DUPLICATING SPECIALTIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--LONG-TERM DEBT

Long-term debt as of August 31, 1997 consists of:

<TABLE>
<S> <C>
Notes payable collateralized by automotive equipment. Interest
rates from 3.9% to 8.58%. Due in monthly payments totaling
$1,792, including interest. Maturing from October 1998 to March
2002. Paid in full during September 1997......................... $41,925
Less current portion.............................................. 16,087
-------
$25,838
=======
</TABLE>

The following is a schedule of required principal payments on long-term debt
during the succeeding five years:

<TABLE>
<CAPTION>
YEAR ENDING
AUGUST
31,
-----------
<S> <C>
1998............................................................ $16,087
1999............................................................ 12,286
2000............................................................ 5,081
2001............................................................ 5,283
2002............................................................ 3,188
-------
$41,925
=======
</TABLE>

NOTE 5--LEASES

The Company leases office and warehouse space under a long-term operating
lease. The lease agreement provides for monthly payments of $6,500 (increasing
to $7,850 effective September 1, 1997), plus property taxes. The lease expires
November 30, 2003. Lease expense for the ten months ended August 31, 1997 was
$73,990. The following is a schedule of future minimum facility lease
payments, required for the next 5 years, under the operating lease as of
August 31, 1997.

<TABLE>
<CAPTION>
YEAR ENDING
AUGUST 31,
-----------
<S> <C>
1998 ......................................................... $ 94,200
1999 .......................................................... 94,200
2000 .......................................................... 94,200
2001 .......................................................... 94,200
2002 .......................................................... 94,200
--------
$471,000
========
</TABLE>

NOTE 6--PROFIT SHARING AND 401(K) PLAN

The Company adopted a profit sharing plan effective November 1, 1969. The
plan provides for contributions to be determined annually by the board of
directors of up to 15% of eligible compensation. The Company approved a
contribution of $116,027 for the ten months ended August 31, 1997.

In addition, the Company provides a 401(k) plan benefit whereby eligible
employee contributions are matched by the Company. The Company contribution
for the 401(k) plan was $32,071 for the ten months ended August 31, 1997.

F-58
<PAGE>

DUPLICATING SPECIALTIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

As more fully described in Note 10, the Company was acquired subsequent to
period end and these plans were terminated and replaced by plans of the new
parent company.

NOTE 7--INCOME TAXES

The deferred tax asset and liability as of August 31, 1997 consist of the
following:

<TABLE>
<S> <C>
Current deferred tax asset
Allowance for doubtful accounts................................ $ 11,700
Accrued officer salaries....................................... 86,171
Accrued vacation............................................... 9,849
--------
$107,720
========
Noncurrent deferred tax liability
Depreciation................................................... $ 23,584
========
</TABLE>

The components of income tax expense are as follows:

<TABLE>
<S> <C>
Current.......................................................... $188,048
Deferred......................................................... (94,687)
--------
$ 93,361
========
</TABLE>

The Company's income tax expense differed from the statutory Federal rate as
follows:

<TABLE>
<S> <C>
Statutory rate applied to net income before income taxes.......... $65,571
Increase in income taxes resulting from
Effect of non-deductible expenses under federal tax code........ 4,049
State and local taxes, net of federal tax benefit............... 25,051
Other........................................................... (1,310)
-------
$93,361
=======
</TABLE>

NOTE 8--SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<S> <C>
Cash paid for interest............................................ $ 7,470
=======
Cash paid for income taxes........................................ $81,688
=======
</TABLE>

NOTE 9--CONCENTRATION

Approximately 80% of all inventory purchases of the Company were from one
vendor during the ten months ended August 31, 1997.

NOTE 10--SUBSEQUENT EVENT

Subsequent to, but effective as of, August 31, 1997 all outstanding stock of
the Company was purchased by Global Imaging Systems, Inc., a Delaware
corporation.

F-59
<PAGE>

INDEPENDENT AUDITOR'S REPORT

The Board of Directors Global Imaging Systems, Inc. Tampa, Florida

We have audited the accompanying statements of income and retained earnings
and statements of cash flow of Electronic Systems of Richmond, Inc. for the
eleven-month and twelve-month periods ended November 30, 1997 and December 31,
1996, respectively. These financial statements are the responsibility of
Electronic Systems of Richmond, Inc.'s management. Our responsibility is to
express an opinion on these financial statements based on our audits.

In our opinion, the statements of income and retained earnings and
statements of cash flows referred to above present fairly, in all material
respects, the results of operations and cash flows of Electronic Systems of
Richmond, Inc. for the eleven-month and twelve-month periods ended November
30, 1997 and December 31, 1996, respectively, in conformity with generally
accepted accounting principles.

/s/ EDMONDSON, LEDBETTER &
BALLARD, L.L.P.

Norfolk, Virginia
January 27, 1998

F-60
<PAGE>

ELECTRONIC SYSTEMS OF RICHMOND, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

FOR THE ELEVEN-MONTH AND TWELVE-MONTH PERIODS ENDED
NOVEMBER 30, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
NOVEMBER 30, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Revenue
Net sales of products............................. $ 9,337,430 $ 20,075,135
Service and rental................................ 1,635,354 1,474,899
----------- ------------
Total revenue................................... 10,972,784 21,550,034
----------- ------------
Costs and expenses
Cost of goods sold................................ 6,260,046 16,973,045
Service and rental costs.......................... 676,726 686,579
Selling, general and administrative............... 1,939,057 2,190,345
----------- ------------
Total costs and expenses........................ 8,875,829 19,849,969
----------- ------------
Net profit...................................... 2,096,955 1,700,065
----------- ------------
Other income
Interest income................................... 152,943 110,746
Other income...................................... 78,178 7,755
----------- ------------
Total other income.............................. 231,121 118,501
----------- ------------
Net income...................................... 2,328,076 1,818,566
Retained earnings, beginning of period.......... 2,783,057 1,606,491
Dividends declared................................ (3,956,262) (642,000)
----------- ------------
Retained earnings, end of period................ $ 1,154,871 $ 2,783,057
=========== ============
</TABLE>

See Independent Auditor's Report
and Accompanying Notes to Financial Statements

F-61
<PAGE>

ELECTRONIC SYSTEMS OF RICHMOND, INC.

STATEMENTS OF CASH FLOWS

FOR THE ELEVEN-MONTH AND TWELVE-MONTH PERIODS ENDED
NOVEMBER 30, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
NOVEMBER 30, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net income......................................... $ 2,328,076 $1,818,566
Adjustments to reconcile net income to net cash
from operating activities
Depreciation...................................... 17,074 19,213
Uncollectible accounts expense.................... -- 37,747
Loss on disposition of assets..................... -- 84
(Increase) decrease in operating assets
Accounts receivable.............................. (1,531,626) 1,611,357
Inventories of machines, parts and supplies...... (155,670) 453,519
Prepaid expense.................................. 2,054 (1,396)
Increase (decrease) in operating liabilities
Accounts payable................................. (3,277,819) 1,941,085
Accrued commissions.............................. 701,623 33,855
Sales tax payable................................ (4,080) 650
Deferred income.................................. 67,315 113,321
Other............................................ 1,169 342
----------- ----------
Net cash provided (used) by operating activities... (1,851,884) 6,028,343
----------- ----------
Cash flows from investing activities
Acquisition of equipment........................... (12,431) (19,557)
----------- ----------
Net cash used by investing activities.............. (12,431) (19,557)
----------- ----------
Cash flows from financing activities
Proceeds from issuance of common stock............. 110,670 --
Dividends paid..................................... (1,120,440) (642,000)
----------- ----------
Net cash used by financing activities.............. (1,009,770) (642,000)
----------- ----------
Increase in cash and cash equivalents................ (2,874,085) 5,366,786
Cash and cash equivalents, beginning of period....... 6,844,570 1,477,784
----------- ----------
Cash and cash equivalents, end of period............. $ 3,970,485 $6,844,570
=========== ==========
Supplemental disclosure of cash flow information
Cash paid during the period for interest........... $ 2,721 $ 4,075
=========== ==========
Supplemental schedule of noncash investing and fi-
nancing activities
Increase in dividends payable...................... $ 2,835,822 $ --
=========== ==========
</TABLE>

See Independent Auditor's Report
and Accompanying Notes to Financial Statements

F-62
<PAGE>

ELECTRONIC SYSTEMS OF RICHMOND, INC.

NOTES TO FINANCIAL STATEMENTS

NATURE OF BUSINESS

The Company is engaged in the sale of technologies and related services,
primarily as a systems integrator with a focus on computer networking,
networking security, data systems security, migration services and Internet
access and connectivity. The Company serves its customers from locations in
Richmond and Arlington, Virginia.

Effective December 1, 1997, Electronic Systems of Richmond, Inc. became a
subsidiary of Electronic Systems, Inc. and adopted a March 31 year-end.

SIGNIFICANT ACCOUNTING POLICIES

Estimates Management uses estimates and assumptions in preparing these
financial statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported assets and
liabilities and the reported revenues and expenses. Actual results could vary
from the estimates that were used.

Revenue Recognition Income is recognized at point of sale except for income
from maintenance agreements and training which is recognized over individual
contract terms and as training is provided.

Cash Equivalents The Company considers all highly liquid debt instruments
purchased with an original maturity of three months or less to be cash
equivalents.

Accounts Receivable The Company routinely extends its customers trade
credit, most of which is not collateralized or otherwise secured.
Uncollectible accounts receivable are charged to operations in the period in
which an account is determined to be uncollectible.

Inventory Inventories are valued at the lower of cost or market, using the
specific identification method.

Equipment All equipment is recorded at cost and depreciated using the
straight-line method. Depreciable lives are from five to seven years.

Advertising Advertising costs are charged to operations when incurred.

Income Taxes The Corporation is not subject to corporate income tax because
its shareholders have elected to be taxed according to Subchapter S of the
Internal Revenue Code. As such, net income or loss; certain items of income
and expense; and credits, if any, are passed through to the shareholders for
inclusion in their tax returns.

UNCOLLECTIBLE ACCOUNTS

Included in expense for the period ended December 31, 1996 are $37,747 of
uncollectible acccounts. There were no uncollectible accounts charged to
expense for the period ended November 30, 1997.

ADVERTISING

Advertising expenses were $30,788 and $71,822 for the periods ended November
30, 1997 and December 31, 1996, respectively.

DEPRECIATION

Depreciation charges of $17,074 and $19,213 were expensed for the periods
ended November 30, 1997 and December 31, 1996, respectively.

F-63
<PAGE>

ELECTRONIC SYSTEMS OF RICHMOND, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

RELATED PARTY TRANSACTIONS

The Company receives administrative and accounting personnel assistance from
Electronic Systems, Inc., an affiliated corporation with in excess of 50% of
its stock owned by several of the stockholders of Electronic Systems of
Richmond, Inc. Included in administrative expense are management fees of
$33,750 and $25,000 paid to Electronic Systems, Inc., for the periods ended
November 30, 1997 and December 31, 1996, respectively.

OPERATING LEASES

The Company leases its Richmond facilities through a non-cancelable
operating lease which expires November 30, 2000. The Company leases its
Arlington facilities through a non-cancelable operating lease which expires
May 31, 2000. These leases provide for annual operating expense adjustments.
Occupancy expense attributable to operating leases was $103,813 and $95,554,
respectively, for the periods ended November 30, 1997 and December 31, 1996,
respectively.

Minimum future rent commitments under these leases for the four months
ending March 31, 1998, and for each of the next four years ending March 31,
are:

<TABLE>
<CAPTION>
1998 1999 2000 2001 2002 TOTAL
------- -------- -------- -------- ----- --------
<S> <C> <C> <C> <C> <C>
$37,428 $114,610 $119,464 $ 55,492 $ -- $326,994
</TABLE>

EMPLOYEE BENEFIT PLANS

Effective July 1, 1996, the Company began to offer a profit sharing plan
with a 401(k) deferral feature covering substantially all employees who have
attained age 21, have been employed for at least one year, and who work a
minimum of 1,000 hours annually. Contributions to the plan are an employer-
matching contribution of 50% of employee elective deferrals up to 5% of
salary. The Company's policy is to fund the contributions as accrued. Employer
contributions to this plan were $16,772 and $7,454 for the periods ended
November 30, 1997 and December 31, 1996, respectively, exclusive of plan
administration costs.

CONCENTRATION OF CREDIT RISK

At November 30, 1997 and at various times during the periods ended November
30, 1997 and December 31, 1996, the Company had on deposit with a single
financial institution, more than $100,000, which is the limit currently
insured by the Federal Deposit Insurance Corporation.

DIVIDENDS

The Company declared dividends of $3,693.99 and $629.41 per share for the
periods ended November 30, 1997 and December 31, 1996, respectively.

SUBSEQUENT EVENT

Effective December 1, 1997, shareholders of record November 30, 1997 were
redeemed by a new shareholder, Electronic Systems, Inc.

RECLASSIFICATIONS

Certain amounts in the December 31, 1996 financial statements have been
reclassified to conform with the current year financial statement
presentation. These reclassifications had no effect on operating results as
previously reported.

F-64
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Connecticut Business Systems, Inc.:

We have audited the accompanying statements of income (loss) and retained
earnings (deficit) and cash flows of Connecticut Business Systems, Inc. for
the years ended September 30, 1996 and September 30, 1997 and for the three
months ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of
Connecticut Business System, Inc. for the years ended September 30, 1996 and
September 30, 1997 and for the three months ended December 31, 1997 in
conformity with generally accepted accounting principles.

/s/ Arthur Andersen LLP
Hartford, Connecticut
February 16, 1998

F-65
<PAGE>

CONNECTICUT BUSINESS SYSTEMS, INC.

STATEMENTS OF INCOME (LOSS) AND RETAINED EARNINGS (DEFICIT)

FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1997
AND THE THREE MONTHS ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------- THREE MONTHS ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1997 DECEMBER 31, 1997
------------------ ------------------ ------------------
<S> <C> <C> <C>
Net sales:
Equipment............. $ 5,608,784 $ 6,577,866 $1,592,616
Supplies.............. 2,083,713 2,241,317 601,013
Service............... 3,995,009 4,330,964 1,154,604
Other................. 113,613 139,469 34,507
----------- ----------- ----------
Total net sales..... 11,801,119 13,289,616 3,382,740
----------- ----------- ----------
Costs and operating
expenses:
Equipment............. 3,505,491 4,113,684 934,930
Supplies.............. 1,230,029 1,314,995 343,953
Service............... 2,279,942 2,207,399 558,607
Selling, general and
administrative....... 4,545,790 5,227,111 1,261,578
Other................. 166,414 193,563 38,562
----------- ----------- ----------
11,727,666 13,056,752 3,137,630
----------- ----------- ----------
Income from
operations......... 73,453 232,864 245,110
Interest expense........ 122,405 123,402 38,352
----------- ----------- ----------
Income (loss) before
provision for income
taxes................ (48,952) 109,462 206,758
Provision (benefit) for
state income taxes..... -- (18,000) 20,000
----------- ----------- ----------
Net income (loss)... (48,952) 127,462 186,758
Retained earnings
(deficit), beginning of
period................. (112,471) (161,423) (33,961)
Distribution to
shareholders........... -- -- 32,000
----------- ----------- ----------
Retained earnings
(deficit), end of
period................. $ (161,423) $ (33,961) $ 120,797
=========== =========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-66
<PAGE>

CONNECTICUT BUSINESS SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1997
AND THE THREE MONTHS ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------
SEPTEMBER 30, SEPTEMBER 30, THREE MONTHS ENDED
1996 1997 DECEMBER 31, 1997
------------- ------------- ------------------
<S> <C> <C> <C>
Cash flows from operating activ-
ities:
Net income (loss)............. $ (48,952) $ 127,462 $ 186,758
Adjustments to reconcile net
income (loss) to net cash
provided by operating activi-
ties:
Depreciation................ 192,147 275,788 82,191
Changes in operating assets
and liabilities--
Accounts receivable....... 2,622 (57,816) 47,680
Inventories............... 81,146 99,995 (31,621)
Other receivables......... (44,529) 29,785 12,580
Deposits.................. 28,770 (25,995) (3,172)
Accounts payable.......... (99,723) (158,858) 53,425
Accrued expenses.......... 65,956 201,445 (82,069)
Unearned income........... (68,118) (188,668) 74,477
Deferred tax asset........ -- (18,000) 12,000
--------- --------- ---------
Net cash provided by oper-
ating activities......... 109,319 285,138 352,249
--------- --------- ---------
Cash flows from investing activ-
ities:
Acquisition of property and
equipment.................... (483,194) (701,678) (120,335)
Disposition of property and
equipment.................... 268,384 281,497 25,907
--------- --------- ---------
Net cash used for invest-
ing activities........... (214,810) (420,181) (94,428)
--------- --------- ---------
Cash flows from financing activ-
ities:
Net proceeds from notes pay-
able to stockholders......... 216,776 566,697 --
Repayments of revolving and
other note payable, net...... (59,284) (439,433) (165,000)
(Decrease) increase of long-
term liabilities............. (64,207) 10,912 13,994
--------- --------- ---------
Net cash provided by (used
for) financing
activities............... 93,285 138,176 (151,006)
--------- --------- ---------
Net (decrease) increase in
cash........................... (12,206) 3,133 106,815
Cash, beginning of period....... 28,073 15,867 19,000
--------- --------- ---------
Cash, end of period............. $ 15,867 $ 19,000 $ 125,815
========= ========= =========
Supplemental disclosure of cash
flow information:
Cash paid for interest........ $ 122,883 $ 127,892 $ 38,252
========= ========= =========
Cash paid for state income
taxes........................ $ 3,529 $ 4,508 $ --
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-67
<PAGE>

CONNECTICUT BUSINESS SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1996 AND 1997 AND DECEMBER 31, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization--

Connecticut Business Systems, Inc. (the Company) commenced operations on
April 18, 1986 when it purchased property, equipment and inventory from
Columbia Business Systems, Inc. The Company sells, rents and services
photocopy machines, facsimile machines and duplicators and distributes related
supplies.

Use of estimates--

Inventories--

Inventories are stated at the lower of cost (average cost and specific
identification) or market. The inventory value at September 30, 1996,
September 30, 1997 and December 31, 1997 are net of reserves for
excess/obsolete inventory of approximately $-0-, $170,000 and $58,000,
respectively.

Property and equipment--

Property and equipment are stated at cost. Depreciation is provided using
the straight-line method over the following estimated useful lives:

<TABLE>
<S> <C>
Demo and showroom equipment...................................... 2-5 years
Furniture and fixtures........................................... 5 years
Warehouse equipment.............................................. 5 years
Vehicles......................................................... 3 years
Leasehold improvements........................................... 7 years
</TABLE>

Revenue recognition and unearned income--

Revenue on the sale of machines and supplies is recorded when the machines
and supplies are shipped. Revenue for services is recorded when the services
are provided. Maintenance contract service revenues are recognized ratably
over the term of the applicable maintenance contract.

Amounts billed under maintenance agreements are reflected in unearned income
and recognized as income on a straight-line basis over the term of the related
contract. Contract terms range from one to three years, but primarily are for
a one year term.

Concentration of credit risk--

Financial instruments which may subject the Company to concentrations of
credit risk consist principally of trade receivables. Concentrations of credit
risk with respect to trade receivables are limited due to the large number of
customers comprising the Company's customer base. The Company purchases a
majority of its machines for resale from one vendor. Purchases from this
vendor are based on inventory requirements and no purchase commitments or
blanket purchase orders existed at September 30, 1996, September 30, 1997 or
December 31, 1997.

F-68
<PAGE>

CONNECTICUT BUSINESS SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. REVOLVING AND OTHER NOTE PAYABLE:

At September 30, 1996, September 30, 1997 and December 31, 1997, the Company
had the following notes payable:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
1996 1997 1997
------------- ------------- ------------
<S> <C> <C> <C>
Revolving note payable, with
interest at bank's prime (8.50% at
September 30, 1997) plus 1%,
payable monthly................... $600,000 $165,000 $--
Note payable with interest at
14.123% payable monthly........... 4,433 -- --
-------- -------- ----
604,433 165,000 --
Less--current maturities........... (604,433) (165,000) --
-------- -------- ----
Long-term debt..................... $ -- $ -- $--
======== ======== ====
</TABLE>

Under the terms of the revolving note payable (the Note), the Company may
borrow up to $1,250,000, not to exceed 80% of eligible accounts receivable, as
defined, and 45% of eligible inventory, as defined. As of September 30, 1996,
September 30, 1997 and December 31, 1997, the Company had $650,000, $1,085,000
and $1,250,000, respectively, of available borrowing under the Note.

The Note is collateralized by substantially all assets of the Company and
personally guaranteed by the stockholders.

The Note also contains certain restrictive financial covenants including
minimum tangible net worth of $500,000 (which considers amounts due
stockholders as capital), a current ratio greater than 1.1, minimum working
capital of $450,000 (as defined) and a debt service ratio greater than 1.2. As
of September 30, 1996, September 30, 1997 and December 31, 1997, the Company
was in compliance with these covenants.

3. NOTES PAYABLE TO STOCKHOLDERS:

The Company has entered into note agreements with its two stockholders.
These notes are due upon demand and bear interest at 10%, payable quarterly.
These notes are classified as long-term as the stockholders do not intend to
request repayment until after December 31, 1998. A portion of these notes
payable is subordinated to the Company's bank debt and is classified as
Subordinated Notes Payable to Stockholders in the accompanying financial
statements (see Note 8 for Subsequent Event).

4. INCOME TAXES:

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." This
standard requires that a deferred tax asset or liability be recognized for the
estimated future tax effects attributable to temporary differences.

The Company has elected to be taxed as an S corporation for Federal income
tax purposes. As such, the Company is not subject to Federal income taxes as
the taxable income of the Company is included in the individual income tax
returns of the stockholders of the Company.

F-69
<PAGE>

CONNECTICUT BUSINESS SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The provision (benefit) for state income taxes consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------
SEPTEMBER 30, SEPTEMBER 30, THREE MONTHS ENDED
1996 1997 DECEMBER 31, 1997
------------- ------------- ------------------
<S> <C> <C> <C>
Current....................... $-- $ -- $ 8,000
Deferred...................... -- (18,000) 12,000
---- -------- -------
$-- $(18,000) $20,000
==== ======== =======
</TABLE>

Deferred tax assets and liability are comprised of the following:

<TABLE>
<CAPTION>
CURRENT ASSET LONG-TERM LIABILITY
---------------------------------------- ----------------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
1996 1997 1997 1996 1997 1997
------------- ------------- ------------ ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Depreciation............ $ -- $ -- $ -- $28,600 $18,000 $18,000
Inventory reserves...... -- 18,000 6,000 -- -- --
Deferred income......... 15,000 15,000 15,000 -- -- --
------- ------- ------- ------- ------- -------
$15,000 $33,000 $21,000 $28,600 $18,000 $18,000
======= ======= ======= ======= ======= =======
</TABLE>

5. EMPLOYEE BENEFIT PLAN:

Effective January 1, 1992, the Company established a salary deferral plan
under Section 401(k) of the Internal Revenue Code. Substantially all full-time
salaried employees are eligible to participate in the plan which provides for
salary deferrals from 1% to 15% of gross wages, up to a maximum deferral of
$9,500. The Company's annual contribution to the plan is discretionary.
Approximately $17,000, $20,000 and $3,000 are included in general and
administrative expenses on the accompanying Statements of Income and Retained
Earnings (Deficit) for the years ended September 30, 1996, September 30, 1997
and for the three months ended December 31, 1997, respectively, relating to
the Company's discretionary contribution.

6. OTHER LONG-TERM LIABILITIES:

As of September 30, 1996, September 30, 1997 and December 31, 1997 other
long-term liabilities consisted of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
1996 1997 1997
------------- ------------- ------------
<S> <C> <C> <C>
Unearned income..................... $29,924 $51,436 $65,430
Deferred state income taxes......... 28,600 18,000 18,000
------- ------- -------
$58,524 $69,436 $83,430
======= ======= =======
</TABLE>

7. COMMITMENTS:

The Company leased its Rocky Hill facility from CBS Realty Associates (CBS
Realty), a partnership related through common ownership through March, 1997.
In March, 1997, CBS Realty sold the building to an unrelated third party. The
Company has entered into a seven year triple net lease for this space at
approximately $140,000 per year. The Company also leases office space in
Norwalk, CT. (expires September, 1998) and Westchester, NY. (expires August,
1998) and office equipment and vehicles under operating leases expiring in
various years. Total lease expense resulting from the agreements noted above
approximated $277,000, $293,000 and $82,000 for the years ended September 30,
1996, September 30, 1997 and the three months ended December 31, 1997,
respectively.

F-70
<PAGE>

CONNECTICUT BUSINESS SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Minimum future annual rental payments under noncancellable operating leases,
as of December 31, 1997, are as follows:

<TABLE>
<S> <C>
1998 (nine months).............................................. $ 246,044
1999............................................................ 222,789
2000............................................................ 214,562
2001............................................................ 192,443
2002............................................................ 168,068
Thereafter...................................................... 230,554
----------
$1,274,460
==========
</TABLE>

8. SUBSEQUENT EVENT:

As of the close of business on December 31, 1997, the stockholders of the
Company sold their stock to Global Imaging Systems, Inc. (Global) for
$8,700,000 in cash and $650,000 in stock. In addition, the Company, through
funding provided by Global, repaid the notes due the former stockholders of
approximately $1,405,000.

F-71
<PAGE>

To the Stockholder and To the Stockholders and
Board of Directors Board of Directors
Bloom's, Incorporated Global Imaging Systems, Inc.
Enfield, Connecticut Tampa, Florida

We have audited the accompanying statement of divisional net assets of
Business Systems Division ("BSD"), an operating division of Bloom's,
Incorporated (which is a Massachusetts S Corporation) as of December 31, 1997
and January 31, 1997, and the related statements of divisional operations,
changes in divisional net assets, and divisional cash flows for the eleven
months ended December 31, 1997 and the year ended January 31, 1997. These
financial statements are the responsibility of the management of Bloom's,
Incorporated. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provides a reasonable basis
for our opinion.

The accompanying financial statements were prepared on the basis of
presentation as described in Note 1, and are not intended to be a complete
presentation of all of the assets and liabilities of Business Systems Division
as if it were a standalone entity.

In our opinion, the accompanying financial statements as of December 31,
1997 and January 31, 1997 and for the periods then ended, present fairly, in
all material respects, the net assets of Business Systems Division and its
divisional operations, cash flows and changes in net assets in accordance with
the basis of accounting described in Note 1 in conformity with generally
accepted accounting principles.

/s/ Joseph D. Kalicka & Company, LLP

JOSEPH D. KALICKA & COMPANY, LLP
Certified Public Accountants

Holyoke, Massachusetts
February 6, 1998 (for the period ended December 31, 1997)
February 20, 1998 (for the period ended January 31, 1997)

F-72
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

STATEMENTS OF DIVISIONAL NET ASSETS

DECEMBER 31, 1997 AND JANUARY 31, 1997

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 31,
1997 1997
------------ -----------

A S S E T S
-----------
<S> <C> <C>
Current assets:
Cash funds..................................................... $ 50 $ 50
Accounts receivable--trade..................................... 1,327,584 1,324,137
Other receivables.............................................. 2,074 3,555
Inventory...................................................... 820,921 659,316
----------- -----------
Total current assets......................................... 2,150,629 1,987,058
----------- -----------
Property and equipment:
Equipment rental fleet......................................... 2,117,793 2,146,233
Vehicles....................................................... 238,871 249,177
Furniture and equipment........................................ 80,815 70,207
----------- -----------
2,437,479 2,465,617
Accumulated depreciation....................................... (2,052,535) (1,776,567)
----------- -----------
Total property and equipment................................. 384,944 689,050
----------- -----------
Other assets:
Deposits....................................................... 450 450
Accounts receivable--trade--noncurrent......................... 480,260 306,799
----------- -----------
Total other assets........................................... 480,710 307,249
----------- -----------
Total assets................................................. $ 3,016,283 $ 2,983,357
=========== ===========

L I A B I L I T I E S A N D D I V I S I O N A L N E T A S S E T S
- ---------------------------------------------------------------------
Current liabilities:
Accounts payable............................................... $ 45,493 $ 44,859
Accrued expenses............................................... 137,634 195,501
Deferred revenues.............................................. 726,703 817,128
----------- -----------
Total current liabilities.................................... 909,830 1,057,488
----------- -----------
Other liabilities:
Deferred revenues--noncurrent.................................. 132,345 67,494
Accounts payable--noncurrent................................... 119,970 --
----------- -----------
Total other liabilities...................................... 252,315 67,494
----------- -----------
Total liabilities............................................ 1,162,145 1,124,982
----------- -----------
Divisional net assets.......................................... 1,854,138 1,858,375
----------- -----------
Total liabilities and divisional net assets.................. $ 3,016,283 $ 2,983,357
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-73
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

STATEMENTS OF DIVISIONAL OPERATIONS

FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1997 AND YEAR ENDED JANUARY 31, 1997

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 31,
1997 1997
------------ -----------
<S> <C> <C>
Net sales:
Equipment........................................... $3,173,138 $2,399,948
Supplies............................................ 1,205,492 1,152,446
Service............................................. 2,320,161 2,481,687
Rental.............................................. 718,711 795,731
Other............................................... 600,623 522,216
---------- ----------
Total net sales................................... 8,018,125 7,352,028
---------- ----------
Costs and operating expenses:
Equipment........................................... 2,470,845 1,911,202
Supplies............................................ 862,645 804,788
Service............................................. 1,046,690 1,081,357
Rental.............................................. 91,196 85,157
Selling, general and administrative................. 3,578,078 3,822,870
---------- ----------
Total costs and operating expenses................ 8,049,454 7,705,374
---------- ----------
Loss from operations.................................. (31,329) (353,346)
Other income (expense):
Interest expense.................................... (41,553) (62,184)
Interest income..................................... 21,283 22,750
---------- ----------
(20,270) (39,434)
---------- ----------
Loss before provision for income taxes................ (51,599) (392,780)
(Provision) benefit for state income taxes.......... 5,000 31,000
---------- ----------
Divisional net loss................................... $ (46,599) $ (361,780)
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-74
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

STATEMENTS OF CHANGES IN DIVISIONAL NET ASSETS

FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1997 AND YEAR ENDED JANUARY 31, 1997

<TABLE>
<S> <C>
Divisional net assets, February 1, 1996............................ $1,693,200
Activity--year ended January 31, 1997:
Net assets provided by Bloom's, Incorporated to Business Systems
Division........................................................ 526,955
Net loss for year................................................ (361,780)
----------
Divisional net assets, January 31, 1997............................ 1,858,375
Activity--eleven months ended December 31, 1997:
Net assets provided by Bloom's, Incorporated to Business System's
Division........................................................ 42,362
Net loss for period.............................................. (46,599)
----------
Divisional net assets--December 31, 1997........................... $1,854,138
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-75
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

STATEMENTS OF DIVISIONAL CASH FLOWS

FOR THE ELEVEN MONTHS ENDED DECEMBER 31, 1997 AND YEAR ENDED JANUARY 31, 1997

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 31,
1997 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................ $ (46,599) $(361,780)
Adjustment to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation...................................... 359,567 464,128
Changes in operating assets and liabilities:
Accounts receivable--trade...................... (176,908) (487,440)
Other receivables............................... 1,481 (3,555)
Inventories..................................... (161,605) 130,741
Accounts payable................................ 120,604 (70,924)
Accrued expenses................................ (57,867) 104,818
Deferred income................................. (25,574) (14,735)
--------- ---------
Net cash provided (used) by operating
activities..................................... 13,099 (238,747)
--------- ---------
Cash flows from investing activities:
Acquisition of equipment............................ (55,461) (287,758)
Deposits made....................................... -- (450)
--------- ---------
Net cash used by investing activities........... (55,461) (288,208)
--------- ---------
Cash flows from financing activities:
Cash provided by Bloom's Incorporated............... 42,362 526,955
--------- ---------
Net cash provided by financing activities....... 42,362 526,955
--------- ---------
Net change in cash.................................... -- --
Divisional cash, beginning of period.................. 50 50
--------- ---------
Divisional cash, end of period........................ $ 50 $ 50
========= =========
Supplemental cash flow information:
Interest paid during period......................... $ 41,553 $ 62,184
========= =========
Taxes paid during period............................ None None
========= =========
</TABLE>

Additional cash flow disclosures:

During the eleven months ended December 31, 1997 the Division disposed of
$84,977 of fully depreciated equipment through retirement or sale and $220,557
was disposed of during the earlier period.

The accompanying notes are an integral part of these financial statements.

F-76
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND JANUARY 31, 1997

1. ORGANIZATION AND BASIS OF PRESENTATION:

Business Systems Division ("BSD", the "Division") is an operating division
of Bloom's, Incorporated, (the "Company", "Bloom's"). Bloom's was organized
under the laws of the Commonwealth of Massachusetts in 1948 and maintains its
corporate offices in Enfield, Connecticut with sales and service locations in
Massachusetts and Connecticut. Bloom's, Incorporated is a Massachusetts S
corporation, and closes its fiscal year on January 31, of each year.

The Company is engaged in retail sales, service, and lease of graphic arts
equipment, photocopiers and fax machines. The Printed Products Division
provides graphic arts equipment and supplies to the printing trade. Business
Systems Division provides copiers and fax machines to the general business and
educational community.

In January, 1998, the Company agreed to sell substantially all of the direct
operating assets of the Business Systems Division (exclusive of cash and
prepaids), subject to certain direct liabilities and obligations, to Global
Imaging System's, Inc. ("Global") through its Connecticut subsidiary,
Connecticut Business Systems, Inc. to be effective, February 1, 1998.

These divisional financial statements have been prepared using the
historical basis of accounting but include only the net assets and resulting
cash flows directly attributable to the BSD division along with the related
revenues and expenses for the Division including certain corporate
allocations, all of which are included in Bloom's financial statements. Net
assets, as used in these financial statements, may also include certain
liabilities which are not to be assumed by Global.

In accordance with Securities and Exchange Commission Staff Accounting
Bulletin No. 55, these statements have been adjusted to include certain
corporate expenses incurred by Bloom's on the Division's behalf. The financial
statements may not necessarily present BSD's net assets, results of
operations, changes in net assets and cash flows if the Division was a
standalone entity.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

A. Corporate allocation:

Bloom's, Incorporated provides services to BSD, including management,
accounting, working capital financing, tax, financial accounting and
reporting, benefits administration, occupancy, shipping/receiving, insurance,
information systems management, accounts receivable and credit, and accounts
payable functions. For purposes of these financial statements, the above
corporate costs have been allocated based upon the percentage of time
corporate administrative personnel were estimated to spend on the BSD division
along with an estimated percentage of common occupancy costs deemed incurred
by BSD. Such allocations and corporate charges totalled approximately
$1,170,000 for the eleven months ended December 31, 1997, of which
approximately $568,000 was for remuneration paid to the majority
stockholder/officer.

Corporate allocations for the year ended January 31, 1997 amounted to
approximately $1,435,000, of which approximately $684,000 was for remuneration
to the same stockholder/officer.

Management believes that the basis used for allocating corporate
administrative services is reasonable. However, the amounts included in these
allocations may differ from those that would result from transactions among
unrelated parties. In addition, these allocations were not based on specific
costs attributable to BSD

F-77
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

division and may not be representative of actual costs that would have been
incurred if BSD division had been operating independently.

B. Revenue recognition:

Assets, liabilities, revenues and expenses are recognized on the accrual
method of accounting. Revenues from the sale of machines and supplies is
recognized when the product is shipped to the customer through a regular sale
or a direct-sales type lease. Revenues for service are recorded at the time
the service is provided. Maintenance contract service revenues are recognized
ratably over the term of the applicable maintenance contract or on a per copy
basis, where the contract stipulates a minimum number of copies.

Unearned revenues at December 31, 1997 of $859,048 are the result of
billings to customers under maintenance service agreements which are scheduled
to be earned after December 31, 1997. Contract terms range from one month to
three years, but are generally for periods of one year. Unearned revenues at
January 31, 1997 amounted to $884,622.

C. Accounts receivable:

The Company uses the direct write-off method to provide for bad debts.
Management considers an allowance for uncollectible accounts at December 31,
1997 and January 31, 1997 unnecessary and not material to the financial
statements.

Accounts receivable at December 31, 1997 and January 31, 1997 include
billings for product sales, service, contracts, and equipment sold under
Company financed sales type leases. When the Company directly finances the
sale of equipment through direct leasing arrangement and the economic risks of
ownership are effectively borne by the customer, the arrangement is recognized
as a sale upon shipment of the equipment. Customer payments under these
arrangements are to be received over the life of the lease and give rise to
deferred receivables.

D. Inventories:

Inventories, which consist of equipment, supplies and parts are stated at
the lower of average cost or market. Inventory at December 31, 1997 is stated
net of reserves for excess/obsolete inventory of approximately $41,000
($31,500 at January 31, 1997).

E. Concentrations of credit risk:

Financial instruments which may subject the Company (and BSD) to
concentrations of credit risk consist principally of cash and cash equivalents
and trade receivables. Concentrations of credit risk relating to cash and cash
equivalents arose when from time to time during the period cash deposited in
one financial institution exceeded the FDIC insured limits of $100,000. Credit
risks relating to concentrations from accounts receivable are mitigated due to
the large number of customers within the Company's customer base, all of whom
are located in the New England region.

In addition, BSD purchases substantially all of its equipment inventory for
resale and a majority of its resale supplies and parts from one vendor.
Purchases from this vendor are based upon inventory requirements and no
purchase commitments or blanket purchase orders exist at December 31, 1997.
The Company's formal agreement with that vendor expired in 1996 and continues
on an informal basis.

F-78
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

F. Equipment and depreciation:

Equipment is recorded at cost. Depreciation is provided using straight line
and accelerated methods over estimated useful lives (for furniture, fixtures,
and motor vehicles) and the rental period for depreciation of the equipment
rental fleet. Components of accumulated depreciation at December 31, 1997 and
January 31, 1997 are as follows:

<TABLE>
<CAPTION>
ACCUMULATED ACCUMULATED
DEPRECIATION DEPRECIATION LIFE
12/31/97 1/31/97 (YEARS)
------------ ------------ -------
<S> <C> <C> <C>
Equipment Rental Fleet................... $1,787,124 $1,540,013 1-5
Motor vehicles........................... 222,335 206,158 5
Furniture & equipment.................... 43,076 30,396 5
---------- ----------
Totals................................. $2,052,535 $1,776,567
========== ==========
</TABLE>

Depreciation charged to expense for the eleven months ended December 31,
1997 amounted to $359,567 ($464,128 for the year ended January 31, 1997).
Expenditures for maintenance and repairs are charged against income as
incurred. Company policy is to charge or credit to income any loss or gain
resulting from disposal or retirements of vehicles or furniture and equipment.
Gains or losses on disposition of equipment rental fleet are included in net
sales on the statement of operations.

G. Leases:

The Company is the lessor of equipment under operating leases expiring in
various years. The cost and accumulated depreciation of leased assets are
included in equipment as rental (Note 1F).

H. Use of estimates:

I. Advertising costs:

The Company expenses production costs of advertising the first time
advertising takes place. Advertising costs for the eleven months ended
December 31, 1997 amounted to approximately $147,000, ($176,000 for the year
ended January 31, 1997) which is stated net of manufacturers' reimbursement.

3. INCOME TAXES:

Bloom's has elected and the stockholders have consented to be taxed under
the provisions of Subchapter S of the Internal Revenue Code effective for tax
years after January 31, 1987. In lieu of federal corporation income taxes, the
stockholders of an S corporation are taxed on their proportionate share of the
corporation's taxable income. Therefore, no provisions or liabilities for
federal income taxes has been included in these financial statements.

F-79
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

As a Massachusetts S corporation, the Company is subject to corporate income
taxes on its net income because total receipts aggregate $6 million or more.
The Company is also subject to Connecticut corporate income taxes.

Statement of Financial Accounting Standards No. 109 requires that deferred
income taxes be computed using the liability method under which deferred
income tax assets and liabilities are computed based on differences between
the financial statement and tax basis of assets and liabilities which will
result in taxable or deductible amounts on future tax returns. These financial
statements do not include any provisions for deferred state income taxes since
they are not considered material.

State income tax benefits of $5,000 and $31,000, respectively, included on
the statement of operations for the period ended December 31, 1997 and January
31, 1997 result from the tax savings inuring to the Company each year, when
taxes are computed on all operations.

4. WORKING CAPITAL AND ALLOCATED INTEREST:

The working capital employed by BSD is provided directly by Bloom's,
Incorporated and by an unsecured revolver note payable to a commercial bank
held in the name of Bloom's, Incorporated. The note, currently limited to
$2,500,000, was amended in August, 1997 and is scheduled to expire on July 31,
1998 unless renewed. This note is not included as those liabilities to be
assumed by Global. However, interest, at the prime rate, of approximately
$42,000 for the eleven months ended December 31, 1997, has been allocated to
these financial statements on the basis of direct employable assets of each of
the operating divisions of Bloom's, Incorporated. Amounts for the year ended
January 31, 1997 approximated $62,000.

5. RELATED PARTY TRANSACTIONS--LEASE:

In March 1981, the Company entered into a 25 year lease agreement with the
Company's majority stockholder (lessor) covering its general offices and
warehouse in Enfield, Connecticut.

During the eleven months ended December 31, 1997, the Company made rental
payments under the lease of $107,000. Of this amount, approximately $58,000
has been allocated to BSD on the basis of the occupancy formula discussed in
Note 2A ($63,000 for the earlier period). Aggregate future annual minimum
rentals to Bloom's, Incorporated (excluding payment for real estate taxes,
maintenance, utilities and insurance) are estimated as follows:

<TABLE>
<CAPTION>
THRU DECEMBER 31,
-----------------
<S> <C>
1998............................................................ $107,000
1999............................................................ 107,000
2000............................................................ 107,000
2001............................................................ 107,000
2002............................................................ 107,000
Thereafter...................................................... 330,000
--------
$865,000
========
</TABLE>

Obligations under this lease will not be assumed by Global.

F-80
<PAGE>

BUSINESS SYSTEMS DIVISION
(AN OPERATING DIVISION OF BLOOM'S, INCORPORATED)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. COMMITMENTS:

The Company is obligated under three leases at December 31, 1997 which are
used exclusively by BSD division for outside sales offices. The terms of these
arrangements are summarized below:

East Hartford, CT:

The facility lease is dated March 15, 1996 which calls for minimum
monthly payments of $2,500 per month through September 30, 1998, plus a
share of operating expenses.

Pittsfield, MA:

The facility is rented on a month to month basis and currently calls for
monthly rents of $700 per month plus common expenses.

Fairfield, CT:

The facility arrangement calls for monthly rents of $750 plus common
expenses on a month to month basis. In January, 1998, monthly rents were
increased to $1,000.

The Company is also committed under three (3) vehicle leases which will
expire during 1998 and 1999. Minimum monthly rents aggregate $646 per month,
with two leases expiring in May, 1998 ($406 per month) and the third lease
expiring in October, 1999 for $240 per month. All vehicles are used in BSD
operations.

Future minimum monthly payments under facility and vehicle leases (all of
which are to be transferred to Global) are as follows at December 31, 1997:

<TABLE>
<CAPTION>
AGGREGATE
MINIMUM
PAYMENTS
---------
<S> <C>
1998............................................................. $29,910
1999............................................................. 2,400
-------
Total.......................................................... $32,310
=======
</TABLE>

7. EMPLOYEE BENEFIT PLAN:

The Company maintains a salary deferral plan under section 401(k) of the
Internal Revenue Code which covers substantially all employees. Company
contributions to the plan are at the discretion of the Board of Directors.
There were no employer contributions to the plan for the eleven months ended
December 31, 1997. Employer contributions amounted to approximately $110,000
for the year ended January 31, 1997, of which approximately $65,000 was
charged to BSD Division.

8. SUBSEQUENT EVENT:

Effective February 1, 1998, one of BSD's larger customers decided not to
renew a portion of their rental arrangement and returned approximately 90
copiers out of a total of approximately 250 under lease during 1997.
Financially, this may result in a reduction in future annual rental (and total
annual sales) of approximately $200,000 to $250,000.

F-81
<PAGE>

Customers continue to demand more integrated office imaging solutions. As
the technology that drives copiers, facsimiles, printers, electronic
presentation equipment and DIM equipment continues to converge, there is an
increasing role for computers and networks in the functioning of these
products.

[Graphic depicting "Office Imaging Solutions" as the center of a "Network"
hub. The hub has eight spokes. One spoke is an image labeled "Document
Management System." One is an image of a classroom and teacher labeled
"Training and Support." One is an image of an office building labeled "Remote
Location." One is an image of a computer labeled "Computer Workstation." One
is an image of a fax machine labeled "Facsimile." One is an image of a copier
labeled "Digital Copier/Printer." One is simply designated "Network Services."
One is an image of a projector and screen labeled "LCD Projector."]

Global intends to expand its offerings to provide products and services in
the automated office equipment market, the electronic presentation systems
market, the DIM systems market and the network integration markets in each of
its geographic markets.
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OF THE UNDER-
WRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITA-
TION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK
OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SO-
LICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JU-
RISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDI-
TION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UN-
DERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................... 3
Risk Factors............................................................... 7
Use of Proceeds............................................................ 14
Dividend Policy............................................................ 14
Capitalization............................................................. 15
Dilution................................................................... 16
Selected Pro Forma Financial Data.......................................... 17
Selected Financial Data.................................................... 18
Management's Discussion and Analysis
of Financial Condition and Results of Operations.......................... 19
Business................................................................... 26
Management................................................................. 34
Certain Transactions....................................................... 38
Principal and Selling Stockholders......................................... 43
Description of Capital Stock............................................... 45
Shares Eligible for Future Sale............................................ 47
Underwriting............................................................... 48
Legal Matters.............................................................. 49
Experts.................................................................... 49
Additional Information..................................................... 50
Index to Financial Statements.............................................. F-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

7,000,000 Shares

Global Imaging Systems, Inc.

[LOGO, including the text "Think Globally, Act Locally"]

Common Stock

---------------

P R O S P E C T U S

---------------

PRUDENTIAL SECURITIES INCORPORATED

SALOMON SMITH BARNEY

WILLIAM BLAIR & COMPANY

RAYMOND JAMES & ASSOCIATES, INC.

April , 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all fees and expenses, other than the
underwriting discounts and commissions, payable by the Registrant in
connection with the sale of the Common Stock being registered. All amounts
shown are estimates except for the registration fee and the NASD filing fee.

<TABLE>
<CAPTION>
AMOUNT
----------
<S> <C>
Securities and Exchange Commission registration fee.............. $ 37,996
NASD filing fee.................................................. 13,380
Nasdaq National Market fee....................................... 50,000
Blue sky qualification fees and expenses......................... 20,000
Accounting fees and expenses..................................... 1,221,000
Legal fees and expenses.......................................... 200,000
Printing and engraving expenses.................................. 270,000
Transfer agent and registrar fees................................ 2,000
Miscellaneous expenses........................................... 185,624
----------
Total.......................................................... $2,000,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Amended and Restated Certificate of Incorporation to be filed and
effective upon the closing of the Offering (the "Charter") and Amended and
Restated Bylaws of the Company provide for the indemnification of the
Company's directors and officers to the fullest extent permitted by law.
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers or controlling persons of the Company
pursuant to the Company's Certificate of Incorporation, as amended, Bylaws and
the Delaware General Corporation Law, the Company has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.

As permitted by the Delaware General Corporation Law, the Charter provides
that directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, relating
to prohibited dividends or distributions or the repurchase or redemption of
stock or (iv) for any transaction from which the director derives an improper
personal benefit. As a result of this provision, the Company and its
stockholders may be unable to obtain monetary damages from a director for
breach of his or her duty of care.

Additionally, the Company has entered into indemnification agreements with
certain of its directors, officers and other key personnel, which may, in
certain cases, be broader than the specific indemnification provisions
contained under applicable law. The indemnification agreements may require the
Company, among other things, to indemnify such officers, directors and key
personnel against certain liabilities that may arise by reason of their status
or service as directors, officers or employees of the Company, to advance the
expenses incurred by such parties as a result of any threatened claims or
proceedings brought against them as to which they could be indemnified, and to
cover such officers, directors and key employees under the Company's
directors' and officers' liability insurance policies to the maximum extent
that insurance coverage is maintained.

II-1
<PAGE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since March 17, 1995 the Company has sold and issued the following
unregistered securities:

(a) In January 1996, the Company sold 3,832.83 shares of Class A Common
Stock ("Class A Common Shares") and 111,672 shares of Common Stock ("Common
Shares") for aggregate purchase prices of $344,955 and $8,845, respectively,
to executives of three companies in connection with the Company's acquisition
of those companies. One of the executives paid for his purchase with a three-
year secured promissory note in the principal amount of $49,800, bearing an
annual interest rate of 8%.

(b) In January 1996, the Company sold 1,083.333 Class A Common Shares and
31,563 Common Shares for purchase prices of $97,500 and $2,500, respectively,
as an employment incentive to an individual who paid for his purchase with a
three-year secured promissory note in the principal amount of $100,000,
bearing an annual interest rate of 8%.

(c) In January 1996, the Company sold 216.660 Class A Common Shares and
6,312 Common Shares for purchase prices of $19,500 and $500, respectively, to
an individual as an employment incentive.

(d) In February 1996, the Company sold 2,535 Class A Common Shares and
73,859 Common Shares for aggregate purchase prices of $228,150 and $5,850,
respectively, to executives of a company in connection with its acquisition by
the Company.

(e) In April 1996, the Company entered into a transaction pursuant to which
2,210 shares of Class A Common Stock and 64,390 shares of Common Stock were
purchased from a departing employee and transferred to certain investors, all
of whom were employees of the Company, including Neal Berney, Raymond
Schilling and Michael Mueller, for a purchase price based on the stock's fair
market value at the time the transaction was agreed upon.

(f) In June 1996, the Company sold 2,608.667 Class A Common Shares and
76,005 Common Shares for aggregate purchase prices of $234,780 and $6,020,
respectively, to executives of a company in connection with its acquisition by
the Company. The executives provided $190,800 of the aggregate purchase price
in the form of capital stock of Office Furniture Concepts, Inc., a North
Carolina corporation.

(g) In August 1996, the Company sold 27,083.33 Class A Common Shares and
633,932 shares of Class C Common Stock for purchase prices of $2,437,500 and
$62,500, respectively, to Jackson National Life Insurance Company ("JNL") in
connection with the Company's obtaining a credit facility from JNL.

(h) In September 1996, the Company sold 1,354.166 Class A Common Shares and
31,696 Common Shares for purchase prices of $121,875 and $3,125, respectively,
to an investor in a private placement.

(i) In November 1996, the Company sold 6,370 Class A Common Shares and
149,100 Common Shares for aggregate purchase prices of $573,300 and $14,700,
respectively, to executives of a company in connection with its acquisition by
the Company.

(j) In March 1997, the Company sold 812.50 Class A Common Shares and 19,017
Common Shares for aggregate purchase prices of $73,125 and $1,875,
respectively, as an employment incentive to an individual and to an investor
in a private placement.

(k) In March 1997, the Company sold 172,547 Common Shares for a purchase
price of $11,764.62 to Alfred N. Vieira as an employment incentive.

(l) In April 1997, the Company sold 2,600 Class A Common Shares and 47,999
Common Shares for aggregate purchase prices of $234,000 and $6,000,
respectively, to executives of a company in connection with its acquisition by
the Company. One of the executives paid for her purchase with a 21-month
secured promissory note in the principal amount of $20,000, bearing an annual
interest rate of 8%.

(m) In July 1997, the Company sold 1,083.33 Class A Common Shares and 19,999
Common Shares for purchase prices of $97,500 and $2,500, respectively, as an
employment incentive to an individual who paid for the purchase with a three-
year secured promissory note in the principal amount of $100,000, bearing
interest at an annual rate of 8%.

II-2
<PAGE>

(n) In August 1997, the Company sold 18,200 Class A Common Shares and
335,999 Common Shares for aggregate purchase prices of $1,638,000 and $42,000,
respectively, to an individual, an entity and to executives of a company in
connection with the company's acquisition by the Company.

(o) In August 1997, the Company sold 117 Class A Common Shares and 2,159
Common Shares for purchase prices of $10,530 and $270, respectively, to an
individual as an employment incentive.

(p) In September 1997, the Company sold 617.499 Class A Common Shares and
11,399 Common Shares for aggregate purchase prices of $55,575 and $1,425,
respectively, to individuals as employment incentives.

(q) In September 1997, the Company sold 4,901 Class A Common Shares and
90,480 Common Shares for aggregate purchase prices of $441,090 and $11,310,
respectively, to executives of a company in connection with its acquisition by
the Company and to an individual as an employment incentive.

(r) In September 1997, the Company sold 1,083.33 Class A Common Shares and
19,999 Common Shares for purchase prices of $97,500 and $2,500, respectively,
to an individual as an employment incentive, who paid for the purchase with a
three-year secured promissory note in the principal amount of $100,000,
bearing an annual interest rate of 8%.

(s) In October 1997, the Company sold 1,300 Class A Common Shares and 23,999
Common Shares for aggregate purchase prices of $117,000 and $3,000,
respectively, to individuals as employment incentives.

(t) In November 1997, the Company entered into a transaction pursuant to
which 1,083.333 shares of Class A Common Stock and 31,564 shares of Common
Stock were purchased from a departing employee and transferred to certain
investors. In connection with the transaction, the Company received the
purchase price of such shares, and canceled amounts due under a promissory
note delivered to it by the departing employee for the purchase price of such
shares. The investors in the transaction were all employees of or consultants
or advisors to the Company, including Raymond Schilling, Michael Mueller and
Alfred Vieira. In connection with the transaction, the Company received cash
in the amount of approximately $113,000 and forgave indebtedness and made
payments to the departing employee in an aggregate amount of approximately
$115,000.

(u) In November 1997, the Company sold 4,283.5 Class A Common Shares and
79,079 Common Shares for aggregate purchase prices of $385,515 and $9,885,
respectively, to executives of a company in connection with its acquisition by
the Company.

(v) In November 1997, the Company sold 45,166.953 Class A Common Shares for
a purchase price of $4,065,025.80 to Golder Thoma Cressey Rauner Fund IV
Limited Partnership and 1,106.258 Class A Common Shares for a purchase price
of $99,563.20 to Thomas Johnson under the terms of an Equity Purchase
Agreement dated June 9, 1994.

(w) In November 1997, the Company sold 11,136.268 Class A Common Shares and
260,663 shares of Class C Common Stock for purchase prices of $1,002,264.16
and $25,699.08, respectively, to JNL in connection with an amendment to the
Company's credit facility from JNL.

(x) In November 1997, the Company sold 556.643 Class A Common Shares and
13,029 Common Shares for purchase prices of $50,097.84 and $1,284.56,
respectively, to an investor in a private placement.

(y) In January 1997, the Company sold 5,850 Class A Common Shares and
107,999 Common Shares for aggregate purchase prices of $526,500 and $13,500,
respectively, $540,000 to executives of a company in connection with its
acquisition by the Company and to an individual as an employment incentive.

(z) In January 1998, the Company sold 7,020 Class A Common Shares and
129,599 Common Shares for aggregate purchase prices of $631,800 and $16,200,
respectively, to an individual in connection with the Company's acquisition of
a company.

(aa) In March or April 1998, the Company expects to sell 86,276 Common
Shares to GTCR IV and Thomas Johnson for an aggregate purchase price of $5,882
pursuant to a preexisting contractual obligation.

The share amounts set forth above give effect to the company's 132-for-1
stock split of the Common Stock expected to be effected in March or April
1998. The sales and issuances of securities in the transactions described
above were deemed to be exempt from registration under the Securities Act by
virtue of Section 4(2) or Regulation D promulgated thereunder.

II-3
<PAGE>

Appropriate legends are affixed to the stock certificate issued in the
aforementioned transactions. Similar legends were imposed in connection with
any subsequent sales of any such securities. All recipients received adequate
information about the Company or had access, through employment or other
relationships, to such information.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Certificate of Incorporation (to be filed with the
Secretary of State of Delaware prior to the closing of this offering).*
3.2 Amended and Restated Certificate of Incorporation (to be filed with the
Secretary of State of Delaware upon the closing of this offering).*
3.3 Bylaws
3.4 Amended and Restated Bylaws (to become effective upon the closing of
this offering).*
4.1 Specimen Common Stock Certificate.*
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the legality of the
Common Stock.*
10.1 Equity Purchase Agreement, dated as of June 9, 1994, as amended, by and
among Global; Thomas S. Johnson; Golder, Thoma, Cressey, Rauner Fund IV
Limited Partnership ("GTCR IV") and additional stockholders.
10.2 Registration Agreement, dated as of June 9, 1994, as amended, by and
among Global and the stockholders identified therein.
10.3 Termination Agreement, dated as of , 1998, by and among Global;
GTCR IV; Golder, Thoma, Cressey, Rauner, Inc. ("GTCR") and the
stockholders identified therein.*
10.4 Form of Equity Subscription Agreement, by and between Global and certain
of its stockholders.
10.5 Amended and Restated Credit Agreement, dated as of November 14, 1997, by
and among Jackson National Life Insurance Company ("JNL") as Lender and
PPM America, Inc., as Agent, Global and its subsidiaries.*
10.6 Investor Purchase Agreement, dated as of August 14, 1996, between Global
and JNL.
10.7 Investor Purchase Agreement, dated as of September 30, 1996, between
Global and Green Manning & Bunch Holdings, Inc.
10.8 Executive Agreement, dated as of June 9, 1994, as amended, by and among
Global, Thomas S. Johnson and GTCR IV.+*
10.9 Executive Agreement, dated as of June 9, 1994, as amended, by and among
Global, Raymond Schilling and GTCR IV.+*
10.10 Executive Agreement, dated as of January 1, 1995, as amended, by and
among Global, H. Michael Mueller and GTCR IV.+*
10.11 Executive Agreement, dated as of March 31, 1997, by and among Global,
Alfred N. Vieira and GTCR IV.+*
10.12 Stock Option and Restricted Stock Plan (to be adopted by Global prior to
the closing of this offering).+*
10.13 Form of Supply Agreement between the Company and Konica.*
10.14 Non-Exclusive Third Party Lessor Agreement, dated July 16, 1996, as
amended, by and between Global and General Electric Capital
Corporation.*
</TABLE>

II-4
<PAGE>

<TABLE>
<C> <S>
10.15 License Agreement, dated as of July 31, 1996, as amended, between Global
and Copelco Capital, Inc.*
10.16 Non-Exclusive Third Party Lessor Agreement, dated July 26, 1996, as
amended, by and between Global and Tokai Financial Services, Inc.*
10.17 Stock Purchase Agreement, dated as of June 27, 1996 by and among Global
as Buyer, Copy Service & Supply, Inc., Office Furniture Concepts, Inc.,
CSS Leasing, LLC and Terry K. Smith and Crystal E. Smith as Sellers.*
10.18 Stock Purchase Agreement, dated as of November 13, 1996 by and among
Global as Buyer and Southern Business Communications, Inc. and Mark M.
Lloyd and Arthur E. Kreps as Sellers.*
10.19 Asset Purchase Agreement, dated as of November 13, 1996 by and among
ATS-Atlanta One, LLC as Seller, ATS-Atlanta One, Inc. as Purchaser, and
ATS-Atlanta, Inc., Mark M. Lloyd and Arthur E. Kreps.*
10.20 Stock Purchase Agreement, dated as of August 7, 1997 by and among
Global, ESI Acquisition Corporation as Buyer, Electronic Systems, Inc.
("ESI") and the Shareholders of ESI as Sellers.*
10.21 Stock Purchase Agreement, dated as of August 29, 1997 by and among
Global, Conway Office Products as Buyer, Eastern Copy Products, Inc. and
Michael E. Kleinhans as Seller.*
10.22 Stock Purchase Agreement, dated as of September 30, 1997 by and among
Global as Buyer, Duplicating Specialties, Inc. (d/b/a Copytronix) and
Dean Groves as Seller.*
10.23 Stock Purchase Agreement, dated as of September 30, 1997 by and among
Global as Buyer, Quality Business Systems, Inc. and Gary Stevens as
Seller.*
10.24 Stock Purchase Agreement, dated as of September 30, 1997 by and among
Global as Buyer, Cascade Office Systems, Inc. and Fred Woodard as
Seller.*
10.25 Stock Purchase Agreement, dated as of December 23, 1997 by and among
Global, ESI as Buyer, Electronic Systems of Richmond, Inc. ("ESRI") and
the Shareholders of ESRI as Seller.*
10.26 Stock Purchase Agreement, dated as of December 31, 1997, as assigned, by
and among Global, Connecticut Business Systems, Inc. as Buyer, and the
Company, Michael E. Shea, Jr. and Peter Wenzke as Sellers.*
10.27 Asset Purchase Agreement, dated as of February 26, 1998 by and among
Connecticut Systems, Inc., Bloom's Business Systems, a division of
Bloom's Incorporated, the Assets and Bloom's Incorporated as Seller.*
21.1 Subsidiaries of Global.
23.1 The consent of Ernst & Young LLP.
23.2 The consent of Barnard, Combs, Potts & Rhyne, PA.
23.3 The consent of Smith & Howard, P.C.
23.4 The consent of Ernst & Young LLP.
23.5 The consent of Pasquale & Bowers, LLP.
23.6 The consent of Moss Adams LLP.
23.7 The consent of Edmondson, LedBetter & Ballard, L.L.P.
23.8 The consent of Arthur Andersen LLP.
23.9 The consent of Joseph D. Kalicka & Company, LLP.
23.10 The consent of Hogan & Hartson L.L.P. (to be included in Exhibit 5.1).*
24.1 Power of Attorney (See Page II-7).
27.1 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.
+ Management contract or compensatory plan, contract or arrangement.

II-5
<PAGE>

(b) Financial Statement Schedules

Report of Independent Auditors on Schedule

Schedule II--Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 of this
Registration Statement or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as may be required by the
underwriter to permit prompt delivery to each purchaser.

II-6
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF TAMPA, STATE OF FLORIDA
ON THE 12TH DAY OF MARCH, 1998.

Global Imaging Systems, Inc.

/s/ Thomas S. Johnson
THOMAS S. JOHNSON President and
By: Chief Executive Officer
---------------------------------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas S. Johnson and Raymond Schilling, and
each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, from such person and in each
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement or any Registration Statement relating to this Registration
Statement under Rule 462 and to file the same, with all exhibits thereto and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

NAME TITLE DATE

/s/ Thomas S. Johnson President, Chief March 12, 1998
- ------------------------------------- Executive Officer
THOMAS S. JOHNSON and Director
(Principal
Executive Officer

/s/ Raymond Schilling Vice President, March 12, 1998
- ------------------------------------- Chief Financial
RAYMOND SCHILLING Officer, Secretary
and Treasurer
(Principal
Financial and
Accounting Officer)

/s/ Carl D. Thoma Chairman of the March 12, 1998
- ------------------------------------- Board
CARL D. THOMA

/s/ L. Neal Berney Director March 12, 1998
- -------------------------------------
L. NEAL BERNEY

/s/ Bruce D. Gorchow Director March 12, 1998
- -------------------------------------
BRUCE D. GORCHOW

/s/ William C. Kessinger Director March 12, 1998
- -------------------------------------
WILLIAM C. KESSINGER

II-7
<PAGE>

REPORT OF INDEPENDENT AUDITORS ON SCHEDULE

We have audited the consolidated financial statements of Global Imaging
Systems, Inc. as of March 31, 1996 and 1997 and December 31, 1997, and for the
period from inception (June 3, 1994) to March 31, 1995, the years ended March
31, 1996 and 1997 and the nine-month period ended December 31, 1997, and have
issued our report thereon dated February 13, 1998 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule listed in Item 16(b) of this Registration Statement. This schedule is
the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

Tampa, Florida
February 13, 1998

The foregoing report is in the form that will be signed upon the completion
of the restatement of capital accounts described in Note 12 to the financial
statements.

/s/ Ernst & Young LLP
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

RESERVE FOR RETURNS AND ALLOWANCES AND BAD DEBTS:

<TABLE>
<CAPTION>
ADDITIONS
----------------------
BALANCE AT THE CHARGED TO CHARGED TO BALANCE AT THE
BEGINNING OF COSTS AND OTHER END OF
THE PERIOD EXPENSES ACCOUNTS(1) DEDUCTIONS THE PERIOD
-------------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Period Ended:
March 31, 1995........ $ -- $ 8,125 $135,000 $ 6,125 $137,000
March 31, 1996........ $137,000 $ 34,498 $ 58,666 $30,164 $200,000
March 31, 1997........ $200,000 $ 30,824 $147,005 $68,785 $309,044
December 31, 1997..... $309,044 $116,251 $519,689 $65,840 $879,144
</TABLE>

RESERVE FOR EXCESS AND SLOW-MOVING INVENTORY:

<TABLE>
<CAPTION>
ADDITIONS
----------------------
BALANCE AT THE CHARGED TO CHARGED TO BALANCE AT THE
BEGINNING OF COSTS AND OTHER END OF
THE PERIOD EXPENSES ACCOUNTS(1) DEDUCTIONS THE PERIOD
-------------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Period Ended:
March 31, 1995........ $ -- $ -- $270,000 $ 13,222 $ 256,778
March 31, 1996........ $256,778 $197,248 $ 98,000 $419,000 $ 133,026
March 31, 1997........ $133,026 $256,280 $340,000 $403,207 $ 326,099
December 31, 1997..... $326,099 $443,000 $642,877 $401,100 $1,010,876
</TABLE>

- --------

(1) These amounts primarily represent reserve balances acquired in connection
with business combinations.
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
------- ----------- --------
<C> <S> <C>
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Certificate of Incorporation (to be
filed with the Secretary of State of Delaware prior to the
closing of this offering).*
3.2 Amended and Restated Certificate of Incorporation (to be
filed with the Secretary of State of Delaware upon the
closing of this offering).*
3.3 Bylaws
3.4 Amended and Restated Bylaws (to become effective upon the
closing of this offering).*
4.1 Specimen Common Stock Certificate.*
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the
legality of the Common Stock.*
10.1 Equity Purchase Agreement, dated as of June 9, 1994, as
amended, by and among Global; Thomas S. Johnson; Golder,
Thoma, Cressey, Rauner Fund IV Limited Partnership ("GTCR
IV") and additional stockholders.
10.2 Registration Agreement, dated as of June 9, 1994, as
amended, by and among Global and the stockholders
identified therein.
10.3 Termination Agreement, dated as of , 1998, by and
among Global; GTCR IV; Golder, Thoma, Cressey, Rauner, Inc.
("GTCR") and the stockholders identified therein.*
10.4 Form of Equity Subscription Agreement, by and between
Global and certain of its stockholders.
10.5 Amended and Restated Credit Agreement, dated as of November
14, 1997, by and among Jackson National Life Insurance
Company ("JNL") as Lender and PPM America, Inc., as Agent,
Global and its subsidiaries.*
10.6 Investor Purchase Agreement, dated as of August 14, 1996,
between Global and JNL.
10.7 Investor Purchase Agreement, dated as of September 30,
1996, between Global and Green Manning & Bunch Holdings,
Inc.
10.8 Executive Agreement, dated as of June 9, 1994, as amended,
by and among Global, Thomas S. Johnson and GTCR IV.+*
10.9 Executive Agreement, dated as of June 9, 1994, as amended,
by and among Global, Raymond Schilling and GTCR IV.+*
10.10 Executive Agreement, dated as of January 1, 1995, as
amended, by and among Global, H. Michael Mueller and GTCR
IV.+*
10.11 Executive Agreement, dated as of March 31, 1997, by and
among Global, Alfred N. Vieira and GTCR IV.+*
10.12 Stock Option and Restricted Stock Plan (to be adopted by
Global prior to the closing of this offering).+*
10.13 Form of Supply Agreement between the Company and Konica.*
10.14 Non-Exclusive Third Party Lessor Agreement, dated July 16,
1996, as amended, by and between Global and General
Electric Capital Corporation.*
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
------- ----------- --------
<C> <S> <C>
10.15 License Agreement, dated as of July 31, 1996, as amended,
between Global and Copelco Capital, Inc.*
10.16 Non-Exclusive Third Party Lessor Agreement, dated July 26,
1996, as amended, by and between Global and Tokai Financial
Services, Inc.*
10.17 Stock Purchase Agreement, dated as of June 27, 1996 by and
among Global as Buyer, Copy Service & Supply, Inc., Office
Furniture Concepts, Inc., CSS Leasing, LLC and Terry K.
Smith and Crystal E. Smith as Sellers.*
10.18 Stock Purchase Agreement, dated as of November 13, 1996 by
and among Global as Buyer and Southern Business
Communications, Inc. and Mark M. Lloyd and Arthur E. Kreps
as Sellers.*
10.19 Asset Purchase Agreement, dated as of November 13, 1996 by
and among ATS-Atlanta One, LLC as Seller, ATS-Atlanta One,
Inc. as Purchaser, and ATS-Atlanta, Inc., Mark M. Lloyd and
Arthur E. Kreps.*
10.20 Stock Purchase Agreement, dated as of August 7, 1997 by and
among Global, ESI Acquisition Corporation as Buyer,
Electronic Systems, Inc. ("ESI") and the Shareholders of
ESI as Sellers.*
10.21 Stock Purchase Agreement, dated as of August 29, 1997 by
and among Global, Conway Office Products as Buyer, Eastern
Copy Products, Inc. and Michael E. Kleinhans as Seller.*
10.22 Stock Purchase Agreement, dated as of September 30, 1997 by
and among Global as Buyer, Duplicating Specialties, Inc.
(d/b/a Copytronix) and Dean Groves as Seller.*
10.23 Stock Purchase Agreement, dated as of September 30, 1997 by
and among Global as Buyer, Quality Business Systems, Inc.
and Gary Stevens as Seller.*
10.24 Stock Purchase Agreement, dated as of September 30, 1997 by
and among Global as Buyer, Cascade Office Systems, Inc. and
Fred Woodard as Seller.*
10.25 Stock Purchase Agreement, dated as of December 23, 1997 by
and among Global, ESI as Buyer, Electronic Systems of
Richmond, Inc. ("ESRI") and the Shareholders of ESRI as
Seller.*
10.26 Stock Purchase Agreement, dated as of December 31, 1997, as
assigned, by and among Global, Connecticut Business
Systems, Inc. as Buyer, and the Company, Michael E. Shea,
Jr. and Peter Wenzke as Sellers.*
10.27 Asset Purchase Agreement, dated as of February 26, 1998 by
and among Connecticut Systems, Inc., Bloom's Business
Systems, a division of Bloom's Incorporated, the Assets and
Bloom's Incorporated as Seller.*
21.1 Subsidiaries of Global.
23.1 The consent of Ernst & Young LLP.
23.2 The consent of Barnard, Combs, Potts & Rhyne, PA.
23.3 The consent of Smith & Howard, P.C.
23.4 The consent of Ernst & Young LLP.
23.5 The consent of Pasquale & Bowers, LLP.
23.6 The consent of Moss Adams LLP.
23.7 The consent of Edmondson, LedBetter & Ballard, L.L.P.
23.8 The consent of Arthur Andersen LLP.
23.9 The consent of Joseph D. Kalicka & Company, LLP.
The consent of Hogan & Hartson L.L.P. (to be included in
23.10 Exhibit 5.1).*
24.1 Power of Attorney (See Page II-7).
27.1 Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.
+ Management contract or compensatory plan, contract or arrangement.

<PAGE>

EXHIBIT 3.3

BYLAWS
OF
GLOBAL IMAGING SYSTEMS INC.

ARTICLE I
OFFICES

Section 1. Delaware Office. The office of Global Imaging Systems Inc.
(hereinafter called the Corporation) within the State of Delaware shall be in
the City of Wilmington, County of New Castle.

Section 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as may
otherwise be required by law, in such other place or places, either within or
without the State of Delaware, as the Board of Directors of the Corporation
(hereinafter called the Board) may from time to time determine or the business
of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of stockholders of the
Corporation shall be held at the office of the Corporation in the State of
Delaware or at such other place, within or without the State of Delaware, as may
from time to time be fixed by the Board or specified or fixed in the respective
notices or waivers of notice thereof.

Section 2. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held annually on such
date and at such time as may be fixed by the Board.

Section 3. Special Meetings. Special meetings of stockholders, unless
otherwise provided by law, may be called at any time only by the Board pursuant
to a resolution adopted by a majority of the then authorized number of directors
(as determined in accordance with Section 2 of Article III of these Bylaws), or
by the Chief Executive Officer. Any such call must specify the matter or matters
to be acted upon at such meeting and only such matter or matters shall be acted
upon thereat.

Section 4. Notice of Meetings. Except as may otherwise be required by law,
notice of each meeting of stockholders, annual or special, shall be in writing,
shall state the place, date and hour of the meeting and, unless it is the annual
meeting, shall state the purpose or purposes of the meeting, indicate that the
notice is being issued by or at the direction of the person or persons calling
the meeting, and a copy thereof shall be delivered or sent by mail, not less
than 10 or more than 60 days before the date of said meeting, to each
stockholder
<PAGE>

entitled to vote at such meeting. If mailed, such notice shall be directed to
the stockholder at his address as it appears on the stock records of the
Corporation, unless he shall have filed with the Secretary a written request
that notices to him be mailed to some other address, in which case it shall be
directed to him at such other address. Unless (i) the adjournment is for more
than thirty days, or (ii) the Board shall fix a new record date for any
adjourned meeting after the adjournment, notice of such adjourned meeting need
not be given if the time and place to which the meeting shall be adjourned were
announced at the meeting at which the adjournment was taken.

Section 5. Quorum. At each meeting of stockholders of the Corporation, the
holders of a majority of the shares of capital stock of the Corporation issued
and outstanding and entitled to vote shall be present or represented by proxy to
constitute a quorum for the transaction of business, except as otherwise
provided by law.

Section 6. Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, the chairman of the
meeting or a majority in interest of those present or represented by proxy and
entitled to vote may adjourn the meeting from time to time until a quorum shall
be present or represented by proxy. At any such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present or represented by proxy thereat.

Section 7. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.

Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, at each meeting of stockholders, every stockholder of the
Corporation shall be entitled to one vote for every share of capital stock
standing in his name on the stock records of the Corporation (i) at the time
fixed pursuant to Section 6 of Article VII of these Bylaws as the record date
for the determination of stockholders entitled to vote at such meeting, or (ii)
if no such record date shall have been fixed, then at the close of business on
the date next preceding the day on which notice thereof shall be given. At each
meeting of stockholders, all matters (except as otherwise provided in Section 3
of Article III of these Bylaws and except in cases where a larger vote is
required by law or by the Certificate of Incorporation of the Corporation or
these Bylaws) shall be decided by a majority of the votes cast at such meeting
by the holders of shares present or represented by proxy and entitled to vote
thereon, a quorum being present.

Section 9. Inspectors. For each election of directors by the stockholders
and in any case in which it shall be advisable, in the opinion of the Board,
that the voting upon any other matter shall be conducted by inspectors of
election, the Board shall appoint two inspectors of election. If, for any such
election of directors or the voting upon any such other matter, any inspector
appointed by the Board shall be unwilling or unable to serve, or if the Board
shall fail to appoint inspectors, the chairman of the meeting shall appoint the
necessary inspector or inspectors. The inspectors so appointed, before entering
upon the discharge of their duties, shall be sworn faithfully to execute the
duties of inspectors with strict impartiality, and according to the best of
their ability, and the oath so taken shall be subscribed by them. Such

-2-
<PAGE>

inspectors shall determine the number of shares outstanding and the voting power
of each, the number of shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes or ballots,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes or ballots, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the chairman of the meeting or any stockholder
entitled to vote thereat, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and shall execute a certificate
of any fact found by them. No director or candidate for the office of director
shall act as an inspector of election of directors. Inspectors need not be
stockholders.

Section 10. New Business. Any new business to be taken up at any annual
meeting of stockholders shall be stated in writing and filed with the Secretary
at least ten (10) days before the date of the annual meeting, and all business
so stated, proposed and filed shall be considered at the annual meeting, but no
other proposal shall be acted upon at the annual meeting of stockholders. Any
stockholder may make any other proposal at the annual meeting, and the proposal
may be discussed and considered, but unless stated in writing and filed with the
Secretary at least ten (10) days before the meeting, such proposal shall be
postponed for action at an adjourned, special or annual meeting of stockholders
taking place thirty (30) days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
stockholders of reports of officers, directors and committees, but in connection
with such reports no new business shall be acted upon at such annual meeting
unless stated as herein provided.

Section 11. Certain Rules of Procedure Relating to Stockholder Meetings.
All stockholder meetings, annual or special, shall be governed in accordance
with the following rules:

(i) Only stockholders of record will be permitted to present
motions from the floor at any meeting of stockholders.

(ii) The chairman of the meeting shall preside over and conduct the
meeting in a fair and reasonable manner, and all questions of
procedure or conduct of the meeting shall be decided solely by
the chairman of the meeting. The chairman of the meeting shall
have all power and authority vested in a presiding officer by
law or practice to conduct an orderly meeting. Among other
things, the chairman of the meeting shall have the power to
adjourn or recess the meeting, to silence or expel persons to
insure the orderly conduct of the meeting, to declare motions
or persons out of order, to prescribe rules of conduct and an
agenda for the meeting, to impose reasonable time limits on
questions and remarks by any stockholder, to limit the number
of questions a stockholder may ask, to limit the nature of
questions and comments to one subject matter at a time as
dictated by any agenda for the meeting, to limit the number of
speakers or persons addressing the chairman of the meeting or
the meeting, to determine when the polls shall be closed, to
limit the attendance at the

-3-
<PAGE>

meeting to stockholders of record, beneficial owners of stock
who present letters from the record holders confirming their
status as beneficial owners, and the proxies of such record and
beneficial holders, and to limit the number of proxies a
stockholder may name.

Section 12. Requests for Stockholder List and Corporation Records.
Stockholders shall have those rights afforded under the General Corporation Law
of the State of Delaware to inspect a list of stockholders and other related
records and make copies or extracts therefrom. Such request shall be in writing
in compliance with Section 220 of the General Corporation Law of the State of
Delaware. In addition, any stockholder making such a request must agree that any
information so inspected, copied or extracted by the stockholder shall be kept
confidential, that any copies or extracts of such information shall be returned
to the Corporation and that such information shall only be used for the purpose
stated in the request. Information so requested shall be made available for
inspecting, copying or extracting at the principal executive offices of the
Corporation. Each stockholder desiring a photostatic or other duplicate copies
of any of such information requested shall make arrangements to provide such
duplicating or other equipment necessary in the city where the Corporation's
principal executive offices are located. Alternative arrangements with respect
to this Section 12 may be permitted in the discretion of the Chief Executive
Officer of the Corporation or by vote of the Board of Directors.

Section 13. Informal Action. Any action required to be taken at any annual
or special meeting of stockholders of the Corporation, or any action which may
be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing. Any
action taken pursuant to such written consent of the stockholders shall have the
same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III
DIRECTORS

Section 1. Powers. The business of the Corporation shall be managed under
the direction of the Board. The Board may exercise all such authority and powers
of the Corporation and do all such lawful acts and things as are not by law or
otherwise directed or required to be exercised or done by the stockholders.

Section 2. Number, Election and Terms. The authorized number of directors
may be determined from time to time by vote of a majority of the then authorized
number of directors; provided however, that such number shall not be less than
one nor more than seven.

-4-
<PAGE>

No decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.

Section 3. Election. At each meeting of stockholders for the election of
directors at which a quorum is present, the persons receiving a plurality of the
votes cast shall be elected directors.

Section 4. Place of Meetings. Meetings of the Board shall be held at the
Corporation's office in the State of Delaware or at such other place, within or
without such state, as the Board may from time to time determine or as shall be
specified or fixed in the notice or waiver of notice of any such meeting.

Section 5. Regular Meetings. Regular meetings of the Board shall be held in
accordance with a yearly meeting schedule as determined by the Board; or such
meetings may be held on such other days and at such other times as the Board may
from time to time determine. Notice of regular meetings of the Board need not be
given except as otherwise required by these Bylaws.

Section 6. Special Meetings. Special meetings of the Board may be called by
the Chief Executive Officer and shall be called by the Secretary at the request
of any two of the other directors.

Section 7. Notice of Meetings. Notice of each special meeting of the Board
(and of each regular meeting for which notice shall be required), stating the
time, place and purposes thereof, shall be mailed to each director, addressed to
him at his residence or usual place of business, or shall be sent to him by
telex, cable or telegram so addressed, or shall be given personally or by
telephone, on twenty-four hours notice, or such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

Section 8. Quorum and Manner of Acting. The presence of at least a majority
of the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business at any meeting of the Board
or a committee thereof. If a quorum shall not be present at any meeting of the
Board or a committee thereof, a majority of the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. Except where a different vote is
required by law, the act of a majority of the directors present at any meeting
at which a quorum shall be present shall be the act of the Board. Any action
required or permitted to be taken by the Board may be taken without a meeting if
all the directors consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the directors
shall be filed with the minutes of the proceedings of the Board. Any one or more
directors may participate in any meeting of the Board by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting of the Board.

-5-
<PAGE>

Section 9. Resignation. Any directors may resign at any time by giving
written notice to the Corporation; provided, however, that written notice to the
Board, the Chairman of the Board, the Chief Executive Officer or the Secretary
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified therein,
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective.

Section 10. Compensation of Directors. The Board may provide for the
payment to any of the directors, other than officers or employees of the
Corporation, of a specified amount for services as a director or member of a
committee of the Board, or of a specified amount for attendance at each regular
or special Board meeting or committee meeting, or of both, and all directors
shall be reimbursed for expenses of attendance at any such meeting; provided,
however, that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

Section 11. Vacancies. Additional Directors and Removal From Office. If any
vacancy occurs in the Board caused by the death, resignation, retirement,
disqualification or removal from office of any director, or otherwise, or if any
new directorship is created by an increase in the authorized number of
directors, a majority of the directors then in office, though less than a
quorum, or a sole remaining director, may choose a successor to fill such
vacancy or the newly created directorship; and a director so chosen shall hold
office until the term of the director whose vacancy is filled expires and until
his successor shall be duly elected and shall qualify, or until his earlier
death, resignation, retirement, disqualification or removal, or until the next
annual meeting of stockholders, whichever shall first occur. Any director may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors at any special meeting of
stockholders duly called and held for such purpose.

Section 12. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws. Any action required or permitted
to be taken at any meeting of the Board, or of any committee thereof as provided
in Article IV of these Bylaws, may be taken without a meeting, if a written
consent thereto is signed by all members of the Board or of such committee, as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.

ARTICLE IV
COMMITEES OF THE BOARD

Section 1. Designation, Powers and Name. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees,
including, if they shall so determine, an Executive Committee, each such
committee to consist of one or more of the directors of the Corporation. If an
Audit Committee or a Compensation Committee is designated, each such committee
shall consist of one or more directors of the Corporation who are not employees
of the Corporation. The committee shall have and may exercise such of the powers
of the Board in the management of the business and affairs of the Corporation as
may

-6-
<PAGE>

be provided in such resolution; provided, however, that no such committee shall
have the power or authority in reference to amending the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, provided further, that, unless the resolution
establishing the committee expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. The committee may authorize the seal of the Corporation to be affixed to
all papers which may require it. The Board may designate one or more directors
as alternate member(s) of any committee, who may replace any absent or
disqualified member at any meeting.

Section 2. Minute. Each committee of directors shall keep regular minutes
of its proceedings and report the same to the Board when required.

Section 3. Compensation. Members of special or standing committees may be
allowed compensation for attending committee meetings, if the Board shall so
determine.

Section 4. Action by Consent: Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee. Unless the Board shall otherwise provide, any one or more members
of any such committee may participate in any meeting of the committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting of
the committee.

Section 5. Changes in Committees: Resignations: Removals. The Board shall
have power, by the affirmative vote of a majority of the authorized number of
directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by living notice to the Corporation, provided, however, that
notice to the Board, the Chairman of the Board, the Chief Executive Officer, the
Chairman of such committee or the Secretary shall be deemed to constitute notice
to the Corporation. Such resignation shall take effect upon receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective. Any member of any such committee may be removed at any time, either
with or without cause by the affirmative vote

-7-
<PAGE>

of a majority of the authorized number of directors at any meeting of the Board
called for that purpose.

ARTICLE V
OFFICERS

Section 1. Officers. The officers of the Corporation shall be a Chairman of
the Board (if such office is created by resolution adopted by the Board and who
may also be designated the Chief Executive Officer), a President (who may also
be designated the Chief Executive Officer), one or more Vice Presidents (any one
or more of whom may be designated Executive Vice President or Senior Vice
President), a Secretary and a Treasurer. The Board may appoint such other
officers and agents, including Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers, as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined by the Board. Any two or more offices, other than the
offices of President and Secretary, may be held by the same person. No officer
shall execute, acknowledge, verify or countersign any instrument on behalf of
the Corporation in more than one capacity, if such instrument is required by
law, by these Bylaws or by any act of the Corporation to be executed,
acknowledged, verified or countersigned by two or more officers. The Chairman of
the Board and the President shall be elected from among the directors. With the
foregoing exceptions, none of the other officers need be a director, and none of
the officers need be a stockholder of the Corporation unless otherwise required
by the Certificate of Incorporation.

Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board at its first regular meeting held after
the annual meeting of stockholders or as soon thereafter as conveniently
practicable. Each officer shall hold office until his successor shall have been
elected or appointed and shall have qualified or until his death or the
effective date of his resignation or removal, or until he shall cease to be a
director in the case of the Chairman of the Board or the President.

Section 3. Removal and Resignation. Any officer or agent elected or
appointed by the Board may be removed without cause by the affirmative vote of a
majority of the Board whenever, in its judgment, the best interests of the
Corporation shall be served thereby, but such removal shall be without prejudice
to the contractual rights, if any, of the person so removed. Any officer may
resign at any time by giving written notice to the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, may be filled by the
Board for the unexpired portion of the term.

-8-
<PAGE>

Section 5. Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board or pursuant to its direction; and no
officer shall be prevented from receiving such salary by reason of his also
being a director.

Section 6. Chairman of the Board. The Chairman of the Board (if such office
is created by resolution adopted by that Board and who may also hold the office
of President or other offices) shall have such duties as the Board may
prescribe. In the Chairman's absence, such duties shall be attended to by the
President.

Section 7. President. The President shall preside at all meetings of the
Board and at all meetings of the stockholders. The President shall be the Chief
Executive Officer of the Corporation and shall perform such duties and exercise
such powers as usually appertain to such title and such other duties as may be
prescribed by the stockholders, the Board or the Executive Committee (if any)
from time to time. The President shall have the power to appoint and remove
subordinate officers, agents and employees, including Assistant Secretaries and
Assistant Treasurers, except that the President may not remove those elected or
appointed by the Board. The President shall keep the Board and the Executive
Committee (if any) fully informed and shall consult them concerning the business
of the Corporation. The President may sign, with the Secretary or another
officer of the Corporation thereunto authorized by the Board, certificates for
shares of the Corporation and any deeds, bonds, mortgages, contracts, checks,
notes, drafts or other instruments, the issue or execution of which shall have
been authorized by resolution of the Board, except in cases where the signing
and execution thereof has been expressly delegated by these Bylaws or by the
Board to some other officer or agent of the Corporation, or shall be required by
law to be otherwise executed. The President shall vote, or give a proxy to any
other officer of the Corporation to vote, all shares of stock of any other
corporation standing in the name of the Corporation. In general, the President
shall perform all other duties normally incident to or as usually appertain to
the office of President and such other duties as may be prescribed by the
stockholders, the Board or the Executive Committee (if any) from time to time.

Section 8. Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, the Executive Vice President (or in
the event there shall be no Vice President designated Executive Vice President,
any Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. Any Vice President may sign, with the
Secretary or Assistant Secretary, certificates for shares of the Corporation and
any deeds, bonds, mortgages, contracts, checks, notes, drafts or other
instruments, the issue or execution of which shall have been authorized by
resolution of the Board, except in cases where the signing and execution thereof
has been expressly delegated by these Bylaws or by the Board to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
executed. The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board (if any), the
President, the Board or the Executive Committee (if any).

Section 9. Secretary. The Secretary shall (a) record the proceedings of the
meetings of the stockholders, the Board and committees of directors in the
permanent minute books of the Corporation kept for that purpose; (b) see that
all notices are duly given in accordance with

-9-
<PAGE>

the provisions of these Bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation, and see that the seal of
the Corporation or a facsimile thereof is affixed to all certificates for shares
of the Corporation prior to the issue thereof and to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these Bylaws; (d) keep or cause
to be kept a register of the post office address of each stockholder which shall
be furnished by such stockholder; (e) sign with the Chairman of the Board (if
any), the President, or an Executive Vice President or Vice President,
certificates for shares of the Corporation and any deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments, the issue or execution of
which shall have been authorized by resolution of the Board, except in cases
where the signing and execution thereof has been expressly delegated by these
Bylaws or by the Board to some other officer or agent of the Corporation, or
shall be required by law to be otherwise executed; (f) have general charge of
the stock transfer books of the Corporation; and (g) in general, perform all
duties normally incident to the office of Secretary and such other duties as
from time to time may be assigned by the Chairman of the Board (if any), the
President, the Board of Directors or the Executive Committee (if any).

Section 10. Treasurer. If required by the Board, the Treasurer shall give a
bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board shall determine. The Treasurer shall (a) gave
charge and custody of and be responsible for all funds and securities of the
Corporation; receive and give receipts for monies due and payable to the
Corporation from any source whatsoever and deposit all such monies in the name
of the Corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Section 4 of Article VI of
these Bylaws; (b) prepare, or cause to be prepared, for submission at each
regular meeting of the Board, at each annual meeting of the stockholders, and at
such other times as may be required by the Board, the Chairman of the Board (if
any), the President or the Executive Committee (if any), a statement of
financial condition of the Corporation in such detail as may be required; (c)
sign with the Chairman of the Board (if any), the President, or an Executive
Vice President or Vice President, certificates for shares of the Corporation and
any deeds, bonds, mortgages, contracts, checks, notes, drafts or other
instruments, the issue or execution of which shall have been authorized by
resolution of the Board, except in cases where the signing and execution thereof
has been expressly delegated by these Bylaws or by the Board to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
executed; and (d) in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
Chairman of the Board (if any), the President, the Board or the Executive
Committee (if any).

Section 11. Assistant Secretary or Treasurer. The Assistant Secretaries and
Assistant Treasurers shall, in general, perform such duties as shall be assigned
to them by the Secretary or the Treasurer, respectively, or by the Chairman of
the Board (if any), the President, the Board or the Executive Committee (if
any). The Assistant Secretaries and Assistant Treasurers shall, in the absence
of the Secretary or Treasurer, respectively, or in their respective inability or
refusal to act, perform all functions and duties which such absent officers may
delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of their office. The Assistant Secretaries may
sign, with the Chairman of the

-10-
<PAGE>

Board (if any), the President or Executive Vice President or Vice President,
certificates for shares of the Corporation and any deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments, the issue or execution of
which shall have been authorized by a resolution of the Board, except in cases
where the signing and execution thereof has been expressly delegated by these
Bylaws or by the Board to some other officer or agent of the Corporation, or
shall be required by law to be otherwise executed. The Assistant Treasurers
shall respectively, if required by the Board, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board shall
determine.

ARTICLE VI
CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

Section 1. Contracts. The Board may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, which authorization may be
general or confined to specific instances; and, unless so authorized by the
Board, no officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or for any amount.

Section 2. Checks, etc. All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidences of indebtedness of the Corporation, shall be signed in
the name and on behalf of the Corporation in such manner as shall from time to
time be authorized by the Board, which authorization may be general or confined
to specific instances.

Section 3. Loans. No loan shall be contracted on behalf of the Corporation,
and no negotiable paper shall be issued in its name, unless authorized by the
Board, which authorization may be general or confined to specific instances. All
bonds, debentures, notes and other obligations or evidences of indebtedness of
the Corporation issued for such loans shall be made, executed and delivered as
the Board shall authorize.

Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as may be selected by or in the
manner designated by the Board. The Board or its designees may make such special
rules and regulations with respect to such bank accounts, not inconsistent with
the provisions of these Bylaws, as may be deemed expedient.

ARTICLE VII
CAPITAL STOCK

Section 1. Stock Certificates. Each stockholder shall be entitled to have,
in such form as shall be approved by the Board, a certificate or certificates
signed by the Chief Executive Officer or the President and by either the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
(except that, when any such certificate is countersigned by

-11-
<PAGE>

a transfer agent or registered by a registrar other than the Corporation itself
or any employee, the signatures of any such officers may be facsimiles, engraved
or printed), which may be sealed with the seal of the Corporation (which seal
may be a facsimile, engraved or printed), certifying the number of shares of
capital stock of the Corporation owned by such stockholder. In case any officer
who has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer before such certificate is
issued, such certificate may be issued by the Corporation with the same effect
as if he were such officer at the date of its issue.

Section 2. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make or cause to have prepared or made, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.

SectIon 3. Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2 of this Article VII or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 4. Transfers of Capital Stock. Transfers of shares of capital stock
of the Corporation shall be made only on the stock records of the Corporation by
the holder of record thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or the
transfer agent thereof, and only on surrender of the certificate or certificates
representing such shares, properly endorsed or accompanied by a duly executed
stock transfer power. The Board may make such additional rules and regulations
as it may deem expedient concerning the issue and transfer of certificates
representing shares of the capital stock of the Corporation.

Section 3. Lost Certificates. The Board may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

-12-
<PAGE>

Section 6. Fixing of Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividends or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

Section 7. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

ARTICLE VIII
DIVIDENDS

Section IX Declaration. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in property or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

Section 1. Reserve. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board shall think conducive to the interests of the Corporation,
and the directors may modify or abolish any such reserve in the manner in which
it was created.

ARTICLE X
LIMITATION OF DIRECTORS' LIABILITY

Section 1. Limitation of Liability of Directors to the Corporation and its
Stockholders. No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.

-13-
<PAGE>

ARTICLE XI
INDEMNIFICATION

Section 1. Indemnification. The Corporation shall indemnify to the full
extent authorized or permitted by law any person made, or threatened to be made,
a party to any action or proceeding (whether civil or criminal or otherwise) by
reason of the fact that he, his testator or intestate, is or was a director or
officer of the Corporation or by reason of the fact that such director or
officer, at the request of the Corporation, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officers may be
entitled by law.

Section 2. Advancement of Expenses. Expenses, incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Section.

Section 3. Non-Exclusivity. The indemnification and advancement of expenses
provided for hereby shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in their official capacity and as to action in
another capacity while holding such office.

Section 4. Continuity. The indemnification and advancement of expenses
provided for hereby shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

ARTICLE XII
SEAL

The Corporation's seal shall be circular in form and shall include the name
of the Corporation, the state and year of its incorporation, and the word
"Seal."

ARTICLE XIII
WAIVER OF NOTICE

Whenever any notice is required by law, the Certificate of Incorporation or
these Bylaws, to be given to any director, member of a committee or stockholder,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the

-14-
<PAGE>

time stated therein, shall be deemed equivalent thereto. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice.

ARTICLE XIV
AMENDMENTS

These Bylaws may be amended or supplemented in any respect at any time,
either (a) at any meeting of stockholders, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall have been
described or referred to in the notice of such meeting, or (b) at any meeting of
the Board; provided that any amendment or supplement proposed to be acted upon
at any such meeting shall have been described or referred to in the notice of
such meeting or an announcement with respect thereto shall have been made at the
last previous Board meeting, and further provided that no amendment or
supplement adopted by the Board shall vary or conflict with any amendment or
supplement adopted by the stockholders.

I, the undersigned; being the Secretary of the Corporation DO HEREBY
CERTIFY THAT the foregoing are the Bylaws of said Corporation, as adopted by the
Board of said Corporation on the 9th day of June, 1994.

/s/ Christopher J. Hagan
------------------------------------------
Secretary (Assistant Secretary)

-15-

<PAGE>

EXHIBIT 10.1

EQUITY PURCHASE AGREEMENT

THIS AGREEMENT is made as of June 9, 1994, by and among GLOBAL IMAGING
SYSTEMS INC., a Delaware corporation (the "Company"), and GOLDER, THOMA,
CRESSEY, RAUNER FUND IV LIMITED PARTNERSHIP, a Delaware limited partnership
("GTCR"); Thomas S. Johnson ("Johnson") and the other purchasers listed on the
Schedule of Purchasers attached hereto (GTCR, Johnson and such other purchasers
being referred to individually as a "Purchaser" and collectively as the
"Purchasers"). Except as otherwise indicated, capitalized terms used herein are
defined in Section 8 hereof.

The parties hereto agree as follows:

1. Authorization of Common Stock. The Company has authorized the issuance
and sale to the Purchasers of (i) 0 shares of its Class A Common Stock, $.01 par
value per share, having the rights and preferences set forth in Exhibit A
attached hereto (the "Class A Common"), and (ii) 49,019.59 shares of its Class B
Common Stock, $.01 par value per share (the "Class B Common"). The Class A
Common and the Class B Common are collectively referred to herein as the "Common
Stock."

2. Purchase and Sale of the Stock. The parties will execute and deliver
counterparts of this Agreement, the Registration Agreement and the Stockholders
Agreement (as defined in Sections 4C and 4F below) on or about June 9, 1994. The
initial funding of the Company will occur at an initial closing ("Closing") to
be held on a date mutually satisfactory to the Purchasers and the Company not
later than June 9, 1994. At the Closing, the Company will sell to each of the
Purchasers and, subject to the terms and conditions set forth herein, each of
the Purchasers will purchase from the Company, (i) the number of shares of Class
A Common set forth opposite such person's name on the Schedule of Purchasers at
a price of $90.00 per share and (ii) the number of shares of Class B Common set
forth opposite such person's name on the Schedule of Purchasers at a price of
$10.455 per share (in the aggregate, a total purchase price of $512,500 Closing
of the purchase and sale of the Common Stock will be effected by exchange of
documents, certificates and agreements, by air courier, facsimile transmission
or other means satisfactory to the parties. At the Closing, the Company will
issue and deliver to each of the Purchasers certificates evidencing the Common
Stock to be purchased by the Purchasers, registered in each Purchaser's name,
against payment of the purchase price therefor by check or wire transfer of
funds in the amount set forth in this Section 2.

3. Purchasers' Commitment to Purchase Additional Equity.

3A. Commitment.

(i) Each of the Purchasers hereby agrees to purchase its Pro Rata Share
of up to $19,987,500 of additional Class A Common (the "New Stock") on the terms
and subject to the conditions set forth in this Section 3.
<PAGE>

(ii) The funds received by the Corporation from each purchase of New
Stock shall be invested in Class A Common at a purchase price of $90.00 per
share. All purchases shall be made in cash or by wire transfer of funds.

3B. Providing Funds for Qualified Acquisitions and Investments.

(i) Prior to June __, 1998, the Company will use reasonable efforts
to notify (the "Purchase Notice") each of the Purchasers at least 30 days prior
to the consummation by the Company or a Subsidiary of a Qualified Acquisition or
Investment (as defined immediately below) which is to be financed by the Company
or a Subsidiary other than solely with the Company's or a Subsidiary's available
funds (including cash on hand or available under then existing credit
facilities) (the "Equity Portion"). The Purchase Notice shall state the
aggregate amount of the Equity Portion of any Qualified Acquisition or
Investment and shall provide each Purchaser's Pro Rata Share thereof.
The purchase and sale of the New Stock shall occur at a time and place
specified in the Purchase Notice in connection with (and is conditioned upon)
the consummation of the Qualified Acquisition or Investment.

(ii) For purposes of this Section 3B, a Qualified Acquisition or
Investment shall mean the acquisition of, or investment in, a company in the
copier/office equipment service dealer industry which is approved by the board
of directors of the Company or the Subsidiary making such investment or
acquisition.

(iii) In no event shall the aggregate amount of purchases of New Stock
under this Section 3B exceed $19,987,500 (the "Total Commitment"). In the event
that Johnson is unable to fulfill any part of his Pro Rata Share (a
"Deficiency"), then (a) the other Purchasers shall fulfill the amount of the
Deficiency by the purchase of additional New Stock, with such purchase to be
apportioned among such other Purchasers on the basis of their respective Pro
Rata Shares and (b) the Purchasers' Total Commitment shall be reduced by the
amount of the Deficiency; provided, however, that no Purchaser shall be required
to exceed its Individual Commitment as set forth on the Purchasers' Commitment
Schedule attached hereto.

(iv) Johnson shall have the right to make any or all of his purchases
of New Stock by borrowing his Pro Rata Share from the Company pursuant to the
form of note attached as Exhibit A-l hereto and by also executing the form of
stock pledge agreement attached as Exhibit A-2 hereto. Johnson shall not be in
default under this Section 3 if the funds are not loaned by the Company.

3C. Effect of Failure by a Purchaser to Fulfill Commitment.

(i) If for any reason any Purchaser fails to purchase its Pro Rata
Share of New Stock (a "Default"), then the Company shall be given a three-year
option to repurchase any or all of such defaulting Purchaser's Common Stock at
the lesser of

-2-
<PAGE>

(a) the book value per share, calculated as of the end of the Company's
most recent fiscal quarter for which financial statements are available
prior to the date of repurchase, such determination to be made in
accordance with generally accepted accounting principles consistently
applied or (b) the original purchase price per share. Any repurchase under
this Section 3C shall be made in cash by the Company within fifteen (15)
days following the Company's written notice of its exercise of the
repurchase option provided in this Section 3C.

(ii) To effect the repurchase option contemplated by this
Section 3C, each Purchaser hereby irrevocably constitutes and appoints any
duly authorized officer of the Company to register in the stock transfer
books of the Company at any time on or after the date hereof the transfer
to the Company of the number of shares of Common Stock which is subject to
the repurchase option pursuant to this Section 3C, as determined by the
board of directors of the Company in the exercise of its good faith
judgment.

(iii) Except as set forth in the next sentence, the Company and
the Purchasers acknowledge that the provisions of this Section 3C shall be
the Company's sole remedy for a Purchaser's failure to purchase its Pro
Rata Share of New Stock as set forth in this Agreement.

(iv) In the event of a Default (a) the other Purchasers shall
collectively fulfill the amount of the Default by purchasing such
defaulting Purchaser's Pro Rata Share of New Stock on the basis of the
ratio of their respective Pro Rata Shares; and (b) the Total Commitment
shall be reduced by the amount of the Default; provided, however, that no
Purchaser shall be required to exceed its Individual Commitment as set
forth on the Purchasers' Commitment Schedule attached hereto.

3D. Miscellaneous. At the closing of any purchase and sale pursuant
to this Section 3, the Company will deliver to each Purchaser certificates
evidencing the New Stock to be purchased, upon payment to the Company of the
aggregate purchase price therefor by wire transfer of immediately available
funds. In connection with such closing, (i) the Company shall represent and
warrant that the representations and warranties set forth in Section 7 below are
true and correct in all material respects as of the date of such closing,
provided that the Company shall be entitled to disclose information relating to
the period from the date hereof through the date of such closing which is
required in order to make such representations and warranties not false or
misleading and (ii) each Purchaser shall represent and warrant to the Company
that the representations and warranties set forth in Section 9C are true and
correct with respect to the contemplated purchase of New Stock.

3E. Future Purchases. In the event that GTCR invests more than
$20,000,000 in the Common Stock of the Corporation (an "Additional Investment"),
than the funds received by the Corporation from each Additional Investment by
GTCR shall be invested in both the Class A Common and the Class B Common. Each
Additional Investment shall be allocated as follows: (i) 97.5% of the Additional
Investment shall be made in the Class A Common (at a purchase price of $90.00
per share) and (ii) 2.5% of the Additional Investment

-3-
<PAGE>

shall be made in the Class B Common (at a purchase price of $ 10.455 per share).
In the event GTCR makes any Additional Investment, pursuant to paragraph 6 of
the Stockholders Agreement, Johnson and each other Manager shall be given 30
days to purchase such number of additional shares of Class B Common (at a
purchase price of $ 10.455 per share) as necessary to maintain such Manager's
percentage interest in the Class B Common of the Corporation prior to the sale
of the Additional Investment; provided, however, that each Manager's right to
maintain his percentage interest in the Class B Common shall not be available in
the event that the Additional Investment is being made by GTCR in order to
ensure compliance with any of the Corporation's debt instruments or credit
agreements.

4. Conditions of each of the Purchasers' Obligations at the Closing. The
obligation of each of the Purchasers to purchase and pay for the Common Stock at
the Closing is subject to the satisfaction as of the Closing of the following
conditions:

4A. Representations and Warranties. The representations and warranties
contained in Section 7 hereof will be true and correct at and as of the Closing
as though then made, except to the extent of changes caused by the transactions
expressly contemplated herein.

4B. Certificate of Incorporation. The Company's Certificate of
Incorporation in the form of Exhibit B (the "Charter"), as so filed will be in
full force and effect at the Closing and will not have been further amended or
modified.

4C. Registration Agreement. The Company and the Purchasers will have
entered into a registration agreement, in form and substance substantially
similar to Exhibit C attached hereto (the "Registration Agreement"), and the
Registration Agreement will be in full force and effect as of the Closing.

4D. Consulting Agreement. The Company will have entered into a Consulting
Agreement with Golder, Thoma, Cressey, Rauner, Inc. in form and substance
substantially similar to Exhibit D attached hereto (the "Consulting Agreement"),
and such Consulting Agreement will not have been amended or modified and will be
in full force and effect as of the Closing.

4E. Executive Agreements. . The Company will have entered into an Executive
Employment Agreements with Johnson and Raymond Schilling in form and substance
substantially similar to Exhibits E-l and E-2 attached hereto (the "Executive
Agreements"), and such Executive Agreements will not have been amended or
modified and will be in full force and effect as of the Closing.

4F. Stockholders Agreement. The Company and the Purchasers will have
entered into a stockholders agreement in form and substance substantially
similar to Exhibit F attached hereto (the "Stockholders Agreement"), and the
Stockholders Agreement will be in full force and effect as of the Closing.

4G. Closing Documents. The Company will have delivered to each of the
Purchasers all of the following documents:

-4-
<PAGE>

(i) an Officer's Certificate, dated the date of the Closing,
stating that the conditions specified in Section 1 and Sections 4A through
4F, inclusive, have been fully satisfied;

(ii) certified copies of the resolutions duly adopted by the
Company's Board of Directors authorizing the execution, delivery and
performance of this Agreement, the Registration Agreement, the Consulting
Agreement, the Executive Agreements, the Stockholders Agreement, and each
of the other agreements contemplated hereby, the filing of the Charter
referred to in Section 4A, the issuance and sale of the Common Stock, and
the consummation of all other transactions contemplated by this Agreement;

(iii) certified copies of the Charter and the Company's bylaws,
each as in effect at the Closing;

(iv) an opinion from Davis, Graham & Stubbs, special counsel to
the Purchasers, addressed to the Purchasers and dated the Closing Date, in
form and substance substantially similar to Exhibit G hereto; and

(v) such other documents relating to the transactions
contemplated by this Agreement as the Purchasers may reasonably request.

4H. Minimum Paid-in Equity Capital. The Company will have received
from the Purchasers at least $512,500 in cash as payment for the Common Stock.

4I. Proceedings. All corporate and other proceedings taken or required
to be taken in connection with the transactions contemplated hereby to be
consummated at or prior to the Closing and all documents incident thereto will
be satisfactory in form and substance to the Purchasers.

4J. Waiver. Any condition specified in this Section 4 may be waved;
provided that no such waiver will be effective against the Purchasers unless it
is set forth in a writing executed by all of the Purchasers.

5. Covenants.

5A. Financial Statements and Other Information. The Company will
deliver to each of the Purchasers (so long as the Purchaser holds any of the
Common Stock):

(i) concurrently with their delivery to the Company's board of
directors, unaudited quarterly consolidated and consolidating statements of
income and changes in consolidated financial position of the Company and
its Subsidiaries for such fiscal quarter and for the period from the
beginning of the fiscal year to the end of such quarter, and balance sheets
of the Company and its Subsidiaries as of the end of such quarterly period;

-5-
<PAGE>

(ii) concurrently with their delivery to the Board of Directors,
consolidating and consolidated statements of income and consolidated
statements of changes in financial position of the Company and its
Subsidiaries for each fiscal year and consolidating and consolidated
balance sheets of the Company and its Subsidiaries as of the end of such
fiscal year, accompanied by an opinion of a "Big Six" or other independent
accounting firm of recognized national standing acceptable to the Purchaser
and a copy of such firm's annual management letter to the Board of
Directors;

(iii) any additional reports or other information concerning the
Company as the Board of Directors may from time to time prescribe; and

(iv) with reasonable promptness, such other information and
financial data concerning the Company and its Subsidiaries as any Person
entitled to receive information under this Section 5A reasonably requests.

5B. Inspection of Property. The Company will permit any
representatives designated by the Purchasers, upon reasonable notice and during
normal business hours and such other times as the Purchasers may reasonably
request, to (i) visit and inspect any of the properties of the Company and its
Subsidiaries, (ii) examine the corporate and financial records of the Company
and its Subsidiaries and make copies thereof or extracts therefrom, (iii)
discuss the affairs, finances and accounts of the Company and its Subsidiaries
with the directors, officers, key employees and independent accountants of the
Company and its Subsidiaries, and (iv) consult with and advise the management of
the Company and its Subsidiaries as to their affairs, finances and accounts.

5C. Meetings of Directors. There will be at least four meetings of the
Company's Board of Directors during each fiscal year, at least one of which will
be held in each 90-day period during the Company's fiscal year. All
out-of-pocket expenses of each board member incurred in connection' with
attending regular and special Board of Directors' meetings and any meeting of
any committee thereof will be paid by the Company.

5D. Class A Common Stock Restrictions. So long as any Class A Common
remains outstanding, the Company will not, without the consent of the holders of
a majority of the outstanding Class A Common:

(i) directly or indirectly declare or pay any dividends or make
any distributions upon any of its equity securities other than the Class A
Common, except for dividends payable in shares of Class B Common issued
upon the outstanding shares of Class B Common;

(ii) directly or indirectly redeem, purchase or otherwise
acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire,
any of the Company's equity securities other than the Class A Common,
except up to 9,803.91 shares of Common Stock (as adjusted for stock splits,
stock dividends, combinations of shares and

-6-
<PAGE>

other reclassifications of shares) sold or contemplated as available for
sale to Johnson and to the Company's officers and employees;

(iii) issue or enter into any agreement providing for the issuance
(contingent or otherwise) of (a) equity securities that are senior to or on
a parity with the Class A Common, or (b) any Class B Common (or options,
warrants or rights to acquire Class B Common) at a price less than $9.00
per share, or the fair market value of the Common Stock (as determined by
the Board of Directors), whichever is greater;

(iv) become subject to, or permit any of its Subsidiaries to
become subject to, any agreement or instrument, which by its terms would
(under any circumstances) restrict the Company's right to perform any of
its obligations pursuant to the terms of this Agreement, the Registration
Agreement, the Consulting Agreement, the Executive Agreements, the
Stockholders Agreement, the Charter or the Company's bylaws (including,
without limitation, all obligations relating to payment of dividends on and
making redemptions of the Class A Common); or

(v) except as contemplated by this Agreement, make any amendment
to the Charter or the Company's bylaws, or file any resolution of the Board
of Directors with the Delaware Secretary of State containing any
provisions, which would adversely affect or otherwise impair the rights of
the holders of the Common Stock under this Agreement, the Registration
Agreement, the Consulting Agreement, the Executive Agreements, the
Stockholders Agreement, the Charter or the Company's bylaws.

5E. Negative Covenants. So long as there is a Qualified Holder, the
Company will not, without the prior consent of each Qualified Holder:

(i) merge or consolidate with any Person or, except as permitted
by subparagraph (iv) below, permit any Subsidiary to merge or consolidate
with any Person (other than a merger between the Company and a wholly-owned
Subsidiary (but only if the Company is the surviving corporation and its
certificate of incorporation is not amended or modified thereby) or between
wholly-owned Subsidiaries);

(ii) sell, lease or otherwise dispose of, or permit any
subsidiary to sell, lease or otherwise dispose of, more than 20% of the
Company's consolidated assets in any transaction or series of related
transactions (other than sales in the ordinary course of business).

(iii) liquidate, dissolve or effect a recapitalization or
reorganization in any form of transaction;

(iv) acquire, or permit any Subsidiary to acquire, any interest
in any business (whether by a purchase of assets, purchase of stock, merger
or otherwise) involving an aggregate consideration exceeding $100,000 in
any one transaction or an aggregate consideration exceeding $250,000 in any
twelve-month period;

-7-
<PAGE>

(v) except as contemplated by this Agreement, enter into, or
permit any Subsidiary to enter into, any transaction with any of the
Company's or any of its Subsidiary's officers, directors, or employees or
their respective affiliates, except for normal employment arrangements and
benefit programs, and except for the Consulting Agreement and the Executive
Agreements;

(vi) create, incur, assume, or suffer to exist or permit any
Subsidiary to create, incur, assume or suffer to exist, funded indebtedness
exceeding in the aggregate $200,000 outstanding at any time on a
consolidated basis;

(vii) make any capital expenditures (including, without
limitation, payments with respect to capitalized leases, as determined in
accordance with generally accepted accounting principles consistently
applied) exceeding $200,000 in the aggregate on a consolidated basis during
any twelve-month period;

(viii) enter into any leases or other rental agreements (excluding
capitalized leases, as determined in accordance with generally accepted
accounting principles consistently applied) under which the amount of the
aggregate lease payments for all such agreements exceeds $400,000 on a
consolidated basis for any twelve-month period;

(ix) issue or sell any shares of capital stock, or rights to
acquire shares of capital stock except as contemplated by this Agreement;
or

(x) issue or sell any shares of the capital stock, or rights to
acquire shares of the capital stock, of any Subsidiary to any Person other
than the Company or another Subsidiary.

5F. Affirmative Covenants. So long as there is a Qualified Holder,
unless otherwise consented to by each Qualified Holder, the Company will, and
will cause each Subsidiary to:

(i) at all times cause to be done all things necessary to
maintain, preserve and renew its corporate existence and all material
licenses, authorizations and permits necessary to the conduct of its
businesses;

(ii) maintain and keep its properties in good repair, working
order and condition (ordinary wear and tear excepted), and from time to
time make all necessary or desirable repairs, renewals and replacements, so
that its businesses may be properly and advantageously conducted at all
times in all material respects;

(iii) pay and discharge when payable all taxes, assessments and
governmental charges imposed upon its properties or upon the income or
profits therefrom (in each case before the same becomes delinquent and
before penalties accrue thereon) and all claims for labor, materials or
supplies which if unpaid might by law

-8-
<PAGE>

become a lien upon any of its properties, unless and to the extent that the
same are being contested in good faith;

(iv) comply with all other material provisions of any material
contract or agreement to which it is a party or by which it is bound,
whether oral or written, express or implied, and pay all material
obligations which it has incurred or may incur pursuant to any such
contract or agreement as such obligations become due, unless and to the
extent that the same are being contested in good faith;

(v) comply with all applicable laws, rules and regulations of
all governmental authorities, the violation of which might reasonably be
expected to have a material adverse effect upon the financial condition,
operations or business prospects of the Company or any Subsidiary;

(vi) apply for and continue in force with good and reputable
insurance companies adequate insurance covering risks of such types and in
such amounts as are customary for well-insured corporations of similar size
engaged in similar lines of business;

(vii) make all required filings under the Hart-Scott-Rodino Act
for all acquisitions by the Company or any Subsidiary; and

(viii) maintain proper books of record and account which fairly
present its financial condition and results of operations and make
provisions on its financial statements for all such proper reserves as in
each case are required in accordance with generally accepted accounting
principles, consistently applied.

5G. Registration of Transfer. The Company will keep at its principal
office (or such other place as the Company reasonably designates) a register for
the registration of stock. Upon the surrender of any certificate representing
shares of Common Stock at such place, the Company will, at the request of the
registered holder of such certificate and subject to the restrictions on
transfer set forth in this Agreement, execute and deliver a new certificate or
certificates in exchange therefor representing the number of shares of Common
Stock represented by the surrendered certificate, and the Company forthwith will
cancel such surrendered certificate. Each such new certificate will be
registered in such name and will represent such number of shares of Common Stock
as is requested by the holder of the surrendered certificate and will be
substantially identical in form to the surrendered certificate. The issuance of
new certificates will be made without charge to the holders of the surrendered
certificates for any issuance tax in respect thereof or other costs incurred by
the Company in connection with such issuance.

6. Transfer of Restricted Securities.

(i) Restricted Securities are transferable pursuant to (a)
public offerings registered under the Securities Act, (b) Rule 144 of the
Securities and Exchange

-9-
<PAGE>

Commission (or any similar rule then in force) if such rule is available
and (c) subject to the conditions specified in subparagraph (ii) below, any
other legally available means of transfer.

(ii) In connection with the transfer of any Restricted Securities
(other than a transfer described in subparagraph 6(i)(a) or (b) above), the
holder thereof will deliver written notice to the Company describing the
transfer or proposed transfer, together with an opinion of Davis, Graham &
Stubbs or other counsel which (to the Company's reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such transfer of
Restricted Securities may be effected without registration of such
Restricted Securities under the Securities Act. In addition, if the holder
of the Restricted Securities delivers to the Company an opinion of Davis,
Graham & Stubbs or such other counsel that no subsequent transfer of such
Restricted Securities will require registration under the Securities Act,
the Company will promptly upon such contemplated transfer deliver new
certificates for such Restricted Securities which do not bear the
Securities Act legend set forth in Section 9C. If the Company is not
required to deliver such new certificates for such Restricted Securities,
the holder thereof will not transfer the same until the prospective
transferee has confirmed to the Company in writing its agreement to be
bound by the conditions contained in this paragraph and Section 9D.

7. Representations and Warranties of the Company. As a material
inducement to the Purchasers to enter into this Agreement and purchase the
Common Stock, the Company hereby represents and warrants that:

7A. Organization and Corporate Power. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which
the failure so to qualify might reasonably be expected to have a material
adverse effect on the financial condition, operating results or business
prospects of the Company. The Company has all requisite corporate power and
authority and all material licenses, permits and authorizations necessary to own
and operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Agreement. The copies of the Company's Charter and bylaws
that have been furnished to the Purchasers' reflect all amendments made thereto
at any time prior to the date of this Agreement and are correct and complete.

7B. Capital Stock and Related Matters.

(i) As of the Closing and immediately thereafter, the authorized
capital stock of the Company will consist of (a) 300,000 shares of Class A
Common Stock, of which no shares will be issued and outstanding, and (b)
300,000 shares of Class B Common Stock, of which 55,555.53 shares will be
issued and outstanding, and 3,267.97 shares will be reserved for issuance
to employees, officers and directors of the Company. As of the Closing, the
Company will not have outstanding any stock or securities convertible or
exchangeable for any shares of its capital stock, nor will it

-10-
<PAGE>

have outstanding any rights or options to subscribe for or to purchase its
capital stock or any stock or securities convertible into or exchangeable
for its capital stock. As of the Closing, the Company will not be subject
to any obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares of its capital stock, except pursuant to its
Charter, this Agreement, the Stockholders Agreement and the Executive
Agreements. As of the Closing, all of the outstanding shares of the
Company's capital stock will be validly issued, fully paid and
nonassessable.

(ii) Except as provided in this Agreement, there are no statutory
or contractual stockholders preemptive rights with respect to the issuance
of the Common Stock hereunder. Based in part on the investment
representations of each of the Purchasers in Section 9C, the Company has
not violated any applicable federal or state securities laws in connection
with the offer, sale or issuance of any of its capital stock, and the
offer, sale and issuance of the Common Stock hereunder do not require
registration under the Securities Act or any applicable state securities
laws. To the best of the Company's knowledge, there are no agreements among
the Company's stockholders with respect to the voting or transfer of the
Company's capital stock or with respect to any other aspect of the
Company's affairs other than this Agreement, the Registration Agreement,
the Executive Agreements and the Stockholders Agreement.

7C. Subsidiaries. The Company does not own or hold any rights to
acquire any shares of stock or any other security or interest in any other
Person.

7D. Authorization: No Breach. The execution, delivery and performance
of this Agreement, the Registration Agreement, the Consulting Agreement, the
Executive Agreements, the Stockholders Agreement and all other agreements
contemplated hereby to which the Company is a party have been duly authorized by
the Company. This Agreement, the Registration Agreement, the Consulting
Agreement, the Executive Agreements, the Stockholders Agreement, the Charter and
all other agreements contemplated hereby each constitutes a valid and binding
obligation of the Company, enforceable in accordance with its terms. The
execution and delivery by the Company of this Agreement, the Registration
Agreement, the Consulting Agreement, the Executive Agreements, the Stockholders
Agreement and all other agreements contemplated hereby to which the Company is a
party, the offering, sale and issuance of the Common Stock hereunder, and
fulfillment of and compliance with the respective terms hereof and thereof by
the Company, do not and will not (i) conflict with or result in a breach of the
terms, conditions or provisions of, (ii) constitute a default under, (iii)
result in the creation of any lien, security interest, charge or encumbrance
upon the Company's capital stock or assets pursuant to, (iv) give any third
party the right to accelerate any obligation under, (v) result in a violation
of, or (vi) require any authorization, consent, approval, exemption or other
action by or notice to any court or administrative or governmental body pursuant
to, the Charter or bylaws of the Company, or any law, statute, rule or
regulation to which the Company is subject, or any agreement, instrument, order,
judgment or decree to which the Company is a party or by which it is bound.

7E. No Prior Activities. As of the date of the Closing, the Company
has no significant assets and has not incurred any significant liabilities or
obligations, except those

-11-
<PAGE>

incurred in connection with its incorporation, with the negotiation and
consummation of this Agreement and the transactions contemplated hereby. As of
the date of the Closing, the Company has not engaged in any business or
activities of any type or kind whatever, or entered into any agreements or
arrangements with any person or entity, or become subject to or bound by any
obligation or undertaking which is not related to the transactions contemplated
by this Agreement.

7F. Tax Matters. The Company has filed all tax returns which it is required
to file; all such returns are true and correct in all material respects; the
Company has in all material respects paid all taxes owed by it or which it is
obligated to withhold from amounts owing to any employee, creditor or third
party; the Company has not waived any statute of limitations with respect to
taxes or agreed to any extension of time with respect to a tax assessment or
deficiency; the assessment of any additional taxes for periods for which returns
have been filed is not expected; and there are no material unresolved questions
or claims concerning the Company's tax liability. The Company has not made an
election under Section 341(f) of the Internal Revenue Code of 1986, as amended
(the "Code").

7G. Contracts and Commitments. The Company has not entered into any
contract or commitment except as described herein. No director, officer or
employee of the Company is prohibited or in any way limited by any agreement in
his or her ability to conduct the business of the Company or engage in any of
the transactions contemplated by this Agreement.

7H. Litigation, etc. There are no actions, suits, proceedings, orders,
investigations or claims pending or, to the best of the Company's knowledge,
threatened against or affecting the Company at law or in equity, or before or by
any governmental department, commission, board, bureau, agency or
instrumentality; the Company is not subject to any arbitration proceedings under
collective bargaining agreements or otherwise or, to the best of the Company's
knowledge, any governmental investigations or inquiries (including inquiries as
to the qualification to hold or receive any license or permit); and, to the best
of the Company's knowledge, there is no basis for any of the foregoing. The
Company has not received any opinion or memorandum or legal advice from legal
counsel to the effect that it is exposed, from a legal standpoint, to any
liability or disadvantage which may be material to its business.

7I. Brokerage. There are no claims against the Company for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon the Company. The Company will pay, and hold the
Purchasers harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim.

7J. Governmental Consent, etc. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the
Company of this Agreement or the other agreements contemplated hereby, or the
consummation by the Company of any other transaction contemplated hereby or
thereby.

-12-
<PAGE>

7K. ERISA. The Company does not presently maintain or contribute to, nor
has ever maintained or contributed to, any "employee benefit plan," as such term
is defined in Section 3 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), with respect to which the Company is required to file
Internal Revenue Service ("IRS") Form 5500, and the Company does not presently
contribute to nor ever has contributed to any "multi-employer plan," as such
term is defined in Section 3 of ERISA.

7L. Compliance with Laws. The Company is not in violation of any law or any
regulation or requirement which violation might reasonably be expected to have a
material adverse effect upon the financial condition, operating results or
business prospects of the Company and the Company has not received notice of any
such violation.

7M. Employee Agreements. None of the Company's key employees is obligated
under any contract (including licenses, covenants, or commitments of any nature)
or other agreement, or subject to any judgment, decree or order of any court or
administrative agency, which would conflict with his obligation to use his best
efforts to promote the interests of the Company or which would conflict with the
Company's business as conducted or as proposed to be conducted. Neither the
execution or delivery of this Agreement, nor the carrying on of the Company's
business as an officer, director or employee by any of its key employees, nor
the conduct of the Company's business as conducted or as proposed to be
conducted, will conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant or
instrument under which any of its key employees is now obligated.

7N. Disclosure. Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates or other items prepared
or supplied to the Purchasers by or on behalf of the Company with respect to the
transactions contemplated hereby contains any untrue statement of a material
fact or omits a material fact necessary to make each statement contained herein
or therein not misleading. There is no fact which the Company has not disclosed
to the Purchasers in writing and of which any of its officers, directors or
executive employees is aware and which could reasonably be anticipated to have a
material adverse effect upon the existing or expected financial condition,
operating results, assets, customer relations, employee relations or business
prospects of the Company.

7O. Closing Date. The representations and warranties of the Company
contained in this Section 7 and elsewhere in this Agreement and all information
contained in any exhibit, schedule or attachment hereto or in any writing
delivered by, or on behalf of, the Company to any Purchaser will be true and
correct in all material respects on the date of the Closing as though then made,
except as affected by the transactions expressly contemplated by this Agreement.

8. Definitions. For the purposes of this Agreement, the following terms
have the meanings set forth below:

-13-
<PAGE>

"Affiliates" shall have the meaning set forth in Rule 405 of the Securities
Act.

"Executive Agreements" shall mean those certain executive agreements with
Johnson, Raymond Schilling and other principal executives of the Company
pursuant to which such executives will purchase up to an aggregate of 8,823.5
shares of Class B Common (as adjusted from time to time for any stock splits,
stock dividends, recombinations, mergers, recapitalizations, reclassifications
or any similar event).

"Individual Commitment" shall mean, with respect to each Purchaser, the
amount set forth on the Purchasers' Commitment Schedule attached hereto under
the caption "Individual Commitment" opposite such Purchaser's name.

"Investment" as applied to any Person means (i) any direct or indirect
purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest of any other Person and
(ii) any capital contribution by such Person to any other Person.

"Manager" shall mean Johnson, Raymond Schilling and any other executives of
the Company or a Subsidiary who purchase shares of Class B Common pursuant to
the Executive Agreements.

"Officer's Certificate" means a certificate signed by the Company's
president or its chief financial officer, stating that (i) the officer signing
such certificate has made or has caused to be made such investigations as are
necessary in order to permit him to verify the accuracy of the information set
forth in such certificate and (ii) to the best of such officer's knowledge, such
certificate does not misstate any material fact and does not omit to state any
fact necessary to make the certificate not misleading.

"Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization
or a governmental entity or any department, agency or political subdivision
thereof.

"Pro Rata Share" means the ratio of (x) the total commitment by each
Purchaser to purchase Class A Common Stock on the date of the Closing to (y)
$20,000,000. Each Purchaser's Pro Rata Share is set forth on the Purchasers'
Commitment Schedule attached hereto.

"Qualified Holder" means any Purchaser (together with successors and its
Affiliates) which owns at least 40% of the outstanding shares of Class A Common
(so long as shares of Class A Common remain outstanding) and 30% of the
outstanding shares of Class B Common.

"Restricted Securities" means the Common Stock issued hereunder, and any
securities issued with respect thereto by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger,
consolidation or other

-14-
<PAGE>

reorganization. As to any particular Restricted Securities, such securities will
cease to be Restricted Securities when they have (a) been effectively registered
under the Securities Act and disposed of in accordance with the registration
statement covering them, (b) become eligible for sale and have actually been
sold to the public pursuant to Rule 144 (or any similar provision then in force)
under the Securities Act or (c) been otherwise transferred and new certificates
for them not bearing the Securities Act legend set forth in Section 9C have been
delivered by the Company in accordance with paragraph 6(ii). Whenever any
particular securities cease to be Restricted Securities, the holder thereof will
be entitled to receive from the Company, without expense, new securities of like
tenor not bearing a Securities Act legend of the character set forth in Section
9C.

"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal law then in force.

"Subsidiary" means any corporation of which the securities having a
majority of the ordinary voting power in electing the board of directors are, at
the time as of which any determination is being made, owned by the Company
either directly or through one or more Subsidiaries.

9. Miscellaneous.

9A. Expenses. The Company agrees to pay, and hold the Purchasers and all
holders of Common Stock issued hereunder, harmless against liability for the
payment of, (i) the reasonable fees and expenses of their counsel arising in
connection with the negotiation, execution and consummation of the transactions
contemplated by this Agreement, (ii) reasonable fees and expenses incurred with
respect to any amendments or waivers (whether or not the same become effective)
under or in respect of this Agreement, the agreements contemplated hereby or the
Charter, (iii) stamp and other taxes which may be payable in respect of the
execution and delivery of this Agreement or the issuance, delivery or
acquisition of any shares of Common Stock issued hereunder, (iv) reasonable fees
and expenses incurred in respect of the enforcement of the rights granted under
this Agreement, the agreements contemplated hereby and the Charter, and (v) any
out-of-pocket expenses incurred by the Purchasers in connection with the
formation of the Company or the conduct of the Company's business (including,
without limitation, any travel expenses and executive search fees of executive
search firms).

9B. Remedies. Each holder of Common Stock will have all rights and remedies
set forth in this Agreement and the Charter and all rights and remedies which
such holders have been granted at any time under any other agreement or contract
and all of the rights which such holders have under any law. Any Person having
any rights under any provision of this Agreement will be entitled to enforce
such rights specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.

-15-
<PAGE>

9C. Purchasers' Investment Representations. Each Purchaser hereby
represents that it is acquiring the Restricted Securities purchased hereunder or
acquired pursuant hereto for its own account with the present intention of
holding such securities for purposes of investment, that it is an Accredited
Investor as that term is defined in Rule 501 under the Securities Act and that
it has no intention of selling such securities in a public distribution in
violation of the federal securities laws or any applicable state securities
laws; provided that nothing contained herein will prevent such Purchaser and
subsequent holders of Restricted Securities from transferring such securities in
compliance with the provisions of Section 6 hereof. Each certificate for
Restricted Securities will be imprinted with a legend in substantially the
following form:

The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended. The transfer of the
securities represented by this certificate is subject to the conditions
specified in the Equity Purchase Agreement, dated as of June __, 1994, by
and among the issuer (the "Company") and certain investors, and the Company
reserves the right to refuse the transfer of such securities until such
conditions have been fulfilled with respect to such transfer. A copy of
such conditions will be furnished by the Company to the holder hereof upon
written request and without charge.

9D. Consent to Amendments. Except as otherwise expressly provided herein,
the provisions of this Agreement may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if (i) in the case of provisions relating expressly to
rights of the Class A Common or the holders thereof, the Company has obtained
the written consent of holders of a majority of the shares of Class A Common
issued hereunder outstanding at the time such consent is given, (ii) in the case
of provisions relating expressly to rights of the Class B Common or the holders
thereof, the Company has obtained written consent of holders of at least
two-thirds of the shares of Class B Common issued hereunder outstanding at the
time such consent is given and (iii) in the case of all such other provisions,
the Company has obtained the written consent of holders of a majority of the
Class A Common and at least two-thirds of the Class B Common issued hereunder.
No other course of dealing between the Company and the holder of any Class A
Common or Class B Common or any delay in exercising any rights hereunder or
under the Charter will operate as a waiver of any rights of any such holders.
For purposes of this Agreement, shares of Class A Common or Class B Common held
by the Company or any Subsidiaries will not be deemed to be outstanding. If the
Company pays any consideration to any holder of Common Stock for such holder's
consent to any amendment, modification or waiver hereunder, the Company shall
also pay each other holder granting its consent hereunder equivalent
consideration computed on a pro rata basis.

9E. Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by any party in connection
herewith will survive the execution and delivery of this Agreement, regardless
of any investigation made by any of the Purchasers or on their behalf.

-16-
<PAGE>

9F. Successors and Assigns. Except as otherwise expressly provided herein
or in any instruments of transfer or assignment, all covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto will
bind and inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not. In addition, and whether or not any
express assignment has been made, the provisions of this Agreement which are for
the Purchasers' benefit as a purchaser or holder of Common Stock are also for
the benefit of, and enforceable by, any subsequent holder of such Common Stock.

9G. Capital and Surplus. The Company agrees that the capital of the Company
(as such term is used in Section 154 of the General Corporation Law of Delaware)
in respect of the Common Stock issued pursuant to this Agreement will be equal
to the aggregate par value of such shares. The Company further agrees that it
will not increase the capital of the Company with respect to any shares of the
Company's capital stock at any time on or after the date of this Agreement,
except as contemplated herein.

9H. Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

9I. Counterparts. This Agreement may be executed simultaneously in
counterparts, both of which need not contain the signatures of more than one
party, but both such counterparts taken together will constitute one and the
same Agreement.

9J. Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

9K. Governing Law. The corporate law of Delaware will govern all issues
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto will be governed by the internal
law, and not the law of conflicts, of Illinois.

9L. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally, or sent
by telex or facsimile transmission, or sent by receipted air courier, or mailed
by certified or registered mail, return receipt requested and postage prepaid,
to the recipient. Such notices, demands and other communications will be sent to
the Company and the Purchaser at the address indicated below:

-17-
<PAGE>

Notice to the Company

P.O. Box 273478
Tampa, Florida 33688-3478
Attention: President
Telephone: (813) 960-5508
Telecopy: (813) 264-7877

Notice to the Purchasers

Golder, Thoma, Cressey, Rauner Fund IV
Limited Partnership
233 South Wacker Drive
Suite 6100
Chicago, Illinois 60606
Attention: Carl D. Thoma
Telephone: (312) 382-2200
Telecopy: (312) 382-2201

And to the other Purchasers at the addresses set forth opposite each
Purchaser's name on the Schedule of Purchasers attached hereto.

With a copy to

Christopher J. Hagan
Davis, Graham & Stubbs
1225 New York Avenue
Suite 1200
Washington, D.C. 20005
Telephone: (202) 822-8660
Telecopy: (202) 293-4794

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

9M. Unrelated Business Taxable Income. The Company shall not engage in any
transaction which is reasonably likely to cause GTCR or any of its limited
partners which are exempt from income taxation under Section 501(a) of the Code
and if applicable, any pension plan that any such trust may be a part of, to
recognize unrelated business taxable income as defined in Section 512 and
Section 514 of the Code.

9N. Hart-Scott-Rodino Compliance. In connection with any transaction in
which the Company is involved which is required to be reported under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to
time (the "HSR Act"), the Company shall prepare and file all documents with the
Federal Trade Commission and the United States Department of Justice which may
be required to comply with the HSR Act, and

-18-
<PAGE>

shall promptly furnish all materials thereafter requested by any of the
regulatory agencies having jurisdiction over such filings, in connection with
the transactions contemplated thereby. The Company shall take all reasonable
actions and shall file and use reasonable best efforts to have declared
effective or approved all documents and notifications with any governmental or
regulatory bodies, as may be necessary or may reasonably be requested under
federal antitrust laws for the consummation of the subject transaction.

-19-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

GLOBAL IMAGING SYSTEMS INC.

By: /s/ Thomas S. Johnson
-----------------------------------
Thomas S. Johnson, President
and Chief Executive Officer

GOLDER, THOMA, CRESSEY, RAUNER
FUND IV LIMITED PARTNERSHIP

By: GOLDER, THOMA, CRESSEY, RAUNER IV, L.P.
General Partner

By: Golder, Thoma, Cressey, Rauner, Inc.
General Partner

By: /s/ Carl D. Thoma
------------------------------------
Carl D. Thoma
Authorized Officer

/s/ Thomas S. Johnson
---------------------------------------
Thomas S. Johnson

-20-
<PAGE>

AMENDMENT NO. 1
TO
EQUITY PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT is entered into as of
August 14, 1996 by and between Global Imaging Systems Inc., a Delaware
corporation (the "Company"); Golder, Thoma, Cressey, Rauner Fund IV, Limited
Partnership, a Delaware limited partnership ("GTCR"); and Thomas S. Johnson
("Johnson").

WITNESSETH

The Company, GTCR and Johnson are parties to an Equity Purchase Agreement
dated June 9, 1994 (the "Equity Purchase Agreement"). In order to induce Jackson
National Life Insurance Company ("JNL") to invest in the capital stock of the
Company pursuant to an Equity Purchase Agreement to be entered into on the date
hereof between the Company and JNL (the "JNL Purchase Agreement"), the Company,
GTCR and Johnson have agreed to make certain changes to the Equity Purchase
Agreement.

Certain capitalized terms used herein are defined in the Equity Purchase
Agreement.

The parties hereto agree as follows:

1. AMENDMENTS TO EQUITY PURCHASE AGREEMENT.

1.1 Negative Covenants. Section 5E(ix) of the Equity Purchase Agreement is
hereby amended to add the phrase "or the JNL Purchase Agreement" after the word
"Agreement" in the last line of such Section.

1.2 Definitions. Section 8 of the Equity Purchase Agreement is hereby
amended to add the following new definitions:

"JNL" shall mean Jackson National Life Insurance Company, a
Michigan life insurance company and its successors and assigns.

"JNL Purchase Agreement" shall mean the Equity Purchase Agreement
between the Company and JNL dated August 14, 1996, as amended from time to
time."

1.3 New Section. A New Section 10 is hereby added to the Equity Purchase
Agreement to read as follows:
<PAGE>

"10. Redemption. Subject to the Company's Board of Directors right
to sell all remaining shares of Class A Common to the Purchasers, upon the
earlier of (i) a Sale of the Company (as defined in the Stockholders
Agreement) or (ii) a Qualified Public Offering (as defined in the
Stockholders Agreement), the Company shall have the right to redeem a
number of shares of Class B Common held by each Purchaser determined based
on the following formula:

Redeemed Amount = OB x ( l- (OA / IC))

WHERE:

OB = The number of Class B Common Shares purchased by the
Purchaser pursuant to this Agreement.

OA = The number of Class A Common Shares purchased by such
Purchaser on the date of determinations

IC = The aggregate number of shares of Class A Common which such
Purchaser would have acquired if it had purchased its full
Individual Commitments

For example:

If GTCR purchased 5,000 shares of Class B Common pursuant the Agreement and
has purchased 8,000 of its 10,000 shares of Class A Common prior to a
Qualified Public Offering, then:

Redeemed Amount = 5,000 x (1 - (8,000 / 10,000))

Redeemed Amount = 5,000 x (1 - .8)

Redeemed Amount = 5,000 x .2

Redeemed Amount = 1,000 shares of Class B Common

The number of Redeemed Shares may then be repurchased in cash by the
Company for an amount equal to the original purchase price for such shares.
In addition, the Company shall reimburse the Purchasers for any income
taxes associated with such redemption."

2. EFFECT OF THE AMENDMENT. All references in the JNL Purchase Agreement or
in any other document to the "Equity Purchase Agreement" or the "GTCR Purchase
Agreement" shall mean the Equity Purchase Agreement as amended by this
Amendment. Except as specifically amended above, the Equity Purchase Agreement
shall remain in full force and effect and is hereby ratified and confirmed.

-2-
<PAGE>

3. DESCRIPTIVE HEADINGS. The descriptive headings of this Amendment are
inserted for convenience only and do not constitute a part of this Amendment.

4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois.

5. COUNTERPARTS. This Amendment may be executed and delivered in
counterparts, each of which shall constitute an original, and all of which
together shall constitute one Amendment.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-3-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Equity Purchase Agreement as of the date first written above.

GLOBAL IMAGING SYSTEMS INC.

By: /s/ Thomas S. Johnson
-------------------------------
Thomas S. Johnson, President
and Chief Executive Officer

GOLDER, THOMA, CRESSEY, RAUNER FUND
IV LIMITED PARTNERSHIP

By: GTCR IV, L.P.
General Partner

By: Golder, Thoma, Cressey, Rauner Inc.
General Partner

By: /s/ Carl D. Thoma
-------------------------------
Carl D. Thoma
Authorized Officer

/s/ Thomas S. Johnson
-----------------------------------
Thomas S. Johnson

-4-

<PAGE>

EXHIBIT 10.2

REGISTRATION AGREEMENT

AGREEMENT made as of June 9, 1994 by and among Global Imaging Systems Inc.,
a Delaware corporation (the "Company"); and those persons listed on Exhibit A
attached hereto (collectively, the "Purchasers").

WITNESSETH:

The Company and the Purchasers are parties to an Equity Purchase Agreement
of even date herewith (the "Purchase Agreement"). In order to induce the
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the Closing under the Purchase
Agreement. Any other persons who purchase Common Stock of the Company may, with
the consent of the Company's Board of Directors and the holders of more than 60%
of each class of the Company's Common Stock, become parties to this Agreement by
executing a supplemental signature page hereto.

Certain Capitalized Terms used herein are defined in paragraph 8 hereof.

The parties hereto agree as follows:

1. Demand Registrations.

(a) Long-Form Registrations. At any time after the earlier of (i) 180
days after the Company's Initial Public Offering has been declared effective by
the Securities and Exchange Commission (the "SEC") or (ii) the fifth anniversary
of the date hereof, the holders of at least a majority of the Registrable
Securities may request registration under the Securities Act of all or part of
their Registrable Securities on Form S-l or any similar long-form registration
("Long-Form Registrations") for which the Company will pay all Registration
Expenses (a "Company-Paid Long Form Registration"), provided that the expected
aggregate net cash proceeds to all sellers of Registrable Securities in each
such offering is not less than $20 million (with respect to the Company's first
registration under the Securities Act) or $10 million (with respect to
subsequent registrations). The holders of Registrable Securities will be
entitled to request two (2) Company Paid Long-Form Registrations. A registration
will not count as one of the permitted Long-Form Registrations until it has
become effective, and no Company-Paid Long-Form Registration will count as one
of the permitted Long-Form Registrations unless the holders of Registrable
Securities are able to register and sell at least 90% of the Registrable
Securities requested to be included in such registration, provided that in any
event the Company will pay all Registration Expenses in connection with any
registration initiated as a Company-Paid Long-Form Registration. All Long-Form
Registrations shall be underwritten registrations.
<PAGE>

(b) Short-Form Registrations. In addition to the Long-Form Registrations
provided pursuant to paragraph 1(a), at any time after the fifth anniversary of
the date hereof the holders of at least 40% of the Registrable Securities may
request an unlimited number of registrations under the Securities Act of all or
part of their Registrable Securities on Forms S-2 or S-3 or any similar
short-form registration ("Short-Form Registrations") in which the Company will
pay all Registration Expenses, provided that the expected aggregate net cash
proceeds to all sellers in each such offering may not be less than $10 million.
All registrations requested pursuant to paragraphs 1(a) or 1(b) are referred to
herein as "Demand Registrations." Demand Registrations will be Short-Form
Registrations whenever the Company is permitted to use any applicable short
form. Once the Company has become subject to the reporting requirements of the
Securities Exchange Act, the Company will use its best efforts to make
Short-Form Registrations available for the sale of Registrable Securities.

(c) Priority on Demand Registrations. Within five days after receipt of any
request for a Demand Registration, the Company will give written notice of such
request to all other holders of Registrable Securities and will include in such
Demand Registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within 15 days after the
receipt of the Company's notice. The Company will not include in any Demand
Registration any securities which are not Registrable Securities without the
written consent of the holders of at least a majority of the Registrable
Securities requesting such registration. If the managing underwriter of any
Demand Registration advises the Company in writing that in its opinion the
number of Registrable Securities and other securities requested to be included
exceeds the number of Registrable Securities and other securities which can be
sold in such offering, the Company will include in such registration prior to
the inclusion of any securities which are not Registrable Securities, the number
of Registrable Securities requested to be included which in the opinion of such
underwriter can be sold, pro rata among the respective holders on the basis of
their relative shares of Registrable Securities held. Any Persons other than
holders of Registrable Securities who participate in Demand Registrations must
pay their share of the Registration Expenses as provided in paragraph 5.

(d) Restrictions on Long-Form Registrations. The Company will not be
obligated to effect any Long-Form Registration within six months after the
effective date of a previous Long-Form Registration or a registration in which
the holders of Registrable Securities were given Piggyback Rights pursuant to
paragraph 2 and in which there was no reduction in the number of Registrable
Securities requested to be included.

(e) Selection of Underwriters. The holders of a majority of the Registrable
Securities included in any Demand Registration will have the right to select the
investment banker(s) and manager(s) to administer the offering, subject to the
Company's approval which will not be unreasonably withheld.

(f) Other Registration Rights. Except as provided in this Agreement, the
Company will not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities convertible or
exchangeable into or

-2-
<PAGE>

exercisable for such securities, without the written consent of the holders of a
majority of the Registrable Securities.

2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of
its securities under the Securities Act (other than pursuant to a Demand
Registration) and the registration form to be used may be used for the
registration of Registrable Securities (a "Piggyback Registration"), the Company
will give prompt written notice to all holders of Registrable Securities of its
intention to effect such a registration and will include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 15 days after the receipt of the
Company's notice.

(b) Piggyback Expenses. The Registration Expenses of the holders of
Registrable Securities will be paid by the Company in all Piggyback
Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that in their opinion the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by such holders, and (iii) third, other
securities requested to be included in such registration; provided, that in any
Piggyback Registration other than the Initial Public Offering of the Company's
Common Stock, the holders of Registrable Securities shall be permitted to
include in any such registration on a pro rata basis not less than 25% of the
number of shares of Common Stock proposed to be sold in such offering, unless
the holders of a majority of the Registrable Securities requesting such
registration agree in writing to reduce such portion or to waive their rights
under this proviso.

(d) Priority on Secondary Registrations. If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of the Company's
securities, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering, the Company
will include in such registration (i) first, the securities requested to be
included therein by the holders requesting such registration, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number of
shares owned by such holders and (iii) third, other securities requested to be
included in such registration.

(e) Selection of Underwriters. If any Piggyback Registration is an
underwritten offering, the selection of investment banker(s) and manager(s) for
the offering must be approved by the holders of a majority of the Registrable
Securities included in such Piggyback Registration. Such approval will not be
unreasonably withheld.

-3-
<PAGE>

(f) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
paragraph 1 or this paragraph 2, and if such previous registration has not been
withdrawn or abandoned, the Company will not file or cause to be effected any
other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Form S-4, Form S-8 or any successor form), whether on its own
behalf or at the request of any holder or holders of such securities, until a
period of at least six months has elapsed from the effective date of such
previous registration, unless a shorter period of time is approved by the
holders of a majority of the Registrable Securities included in such previous
registration, or unless such registration is a "shelf registration" on Form S-3
that the holders of Registrable Securities have requested to be kept effective
for a period of more than six months.

3. Holdback Agreements.

(a) Each holder of Registrable Securities agrees not to effect any
public sale or distribution of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during the 30 days prior to and the 90-day period (180 days in the case of the
Initial Public Offering) beginning on the effective date of any underwritten
Demand Registration or any underwritten Piggyback Registration in which
Registrable Securities are included (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.

(b) The Company agrees (i) not to effect any public sale or distribution
of its equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
90-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Form S-4, Form S-8 or
any successor form), unless the underwriters managing the registered public
offering otherwise agree, and (ii) to cause each holder of at least 5% (on a
fully-diluted basis) of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, purchased from the
Company at any time after the date of this Agreement (other than in a registered
public offering) to agree not to effect any public sale or distribution of any
such securities during such period (except as part of such underwritten
registration, if otherwise permitted), unless the underwriters managing the
registered public offering otherwise agree.

4. Registration Procedures. Whenever the holders of Registrable Securities
have requested that any Registrable Securities be registered pursuant to this
Agreement, the Company will use its best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof and pursuant thereto the Company will as expeditiously as
possible:

(a) prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use its best efforts to cause such
registration statement to become effective (provided that before filing a
registration statement or prospectus or any

-4-
<PAGE>

amendments or supplements thereto, the Company will furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by
such registration statement copies of all such documents proposed to be filed,
which documents will be subject to the review of such counsel);

(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for a period of
not less than six months and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the Sellers thereof set forth in such registration statement;
provided, that if the Company is eligible to use Form S-3, the holders of
Registrable Securities may require the Company to keep such registration
effective as a "shelf registration" for a period of up to two years.

(c) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such Seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such Seller;

(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any Seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such Seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
Seller (provided that the Company will not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);

(e) notify each Seller of such Registrable Securities, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such Seller, the Company will prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;

(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed;

(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;

-5-
<PAGE>

(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a stock split
or a combination of shares);

(i) if the offering is underwritten and at the request of any Seller of
Registrable Securities, use its best efforts to furnish on the date that
Restricted Securities are delivered to the underwriters for sale pursuant to
such registration an opinion dated such date of counsel representing the Company
for the purposes of such registration, addressed to the underwriters and to such
Seller, stating that such registration statement has become effective under the
Securities Act and that (i) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act, (ii) the registration statement, the related prospectus and each amendment
or supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements contained therein) and (iii) to such
other effects as reasonably may be requested by counsel for the underwriters or
by such Seller or its counsel.

(j) make available for inspection by any Seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such Seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such Seller, underwriter, attorney,
accountant or agent in connection with such registration statement; and

(k) obtain a cold comfort letter from the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by cold comfort letters as the holders of a majority of the Registrable
Securities being sold reasonably request (provided that such Registrable
Securities constitute at least 10% of the securities covered by such
registration statement).

5. Registration Expenses.

(a) All expenses incident to the Company's performance of or compliance
with this Agreement, including, without limitation, all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, and fees and disbursements of counsel
for the Company and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other Persons retained by the Company
(all such expenses being herein called "Registration Expenses"), will be borne
as provided in this Agreement, except that the Company will, in any event, pay
its internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the
expense of any annual audit or quarterly review, the expense of any liability
insurance and the expenses and fees for listing

-6-
<PAGE>

the securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed.

(b) In connection with each Company-Paid Long-Form Registration and
each Short-Form Registration, the Company will reimburse the holders of
Registrable Securities covered by such registration for the reasonable fees and
disbursements of one counsel chosen by the holders of a majority of such
Registrable Securities.

(c) To the extent Registration Expenses are not required to be paid by
the Company, each holder of Registrable Securities included in any registration
hereunder will pay those Registration Expenses allocable to the registration of
such holder's securities so included, and any Registration Expenses not so
allocable will be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.

6. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law,
each holder of Registrable Securities, its officers and directors and each
Person who controls such holder (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses caused by any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use
therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company will indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.

(b) In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder; provided that the obligation to indemnify
will be several, not joint and several, among such holders of Registrable
Securities and the liability of each such holder of

-7-
<PAGE>

Registrable Securities will be in proportion to and limited to the net amount
received by such holder from the sale of Registrable Securities pursuant to such
registration statement.

(c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

(d) The indemnification provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities. The Company also
agrees to make such provisions, as are reasonably requested by any indemnified
party, for contribution to such party in the event the Company's indemnification
is unavailable for any reason.

7. Participation in Registrations. No Person may participate in any
registration hereunder unless such Person:

(a) in the case of a registration which is underwritten, agrees to sell
such Person's securities on the basis provided in any underwriting arrangements
approved by the Person or Persons entitled hereunder to approve such
arrangements;

(b) as expeditiously as possible, notifies the Company, at any time
when a prospectus relating to such Person's Registrable Securities is required
to be delivered under the Securities Act, of the happening of any event as a
result of which such prospectus contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading;

(c) complies with all reasonable requests made by the Company or its
counsel with respect to the registration of such Person's Registrable
Securities, including, without limitation, providing access to all relevant
books and records; and

(d) completes, executes and delivers all questionnaires, powers of
attorney, indemnities, underwriting agreements and other usual and customary
documents necessary or appropriate with respect to the offering of such Person's
Registrable Securities, and in the case of a registration which is underwritten,
necessary or appropriate under the terms of such underwriting arrangements.

-8-
<PAGE>

8. Definitions.

(a) The term "Initial Public Offering" shall mean the first registered
public offering of the Company's Common Stock by the Company under the
Securities Act with net proceeds to the Company of not less than $10 million.

(b) The term "Registrable Securities" means (i) any Class A Common
Stock held by the Purchasers, and (ii) any Class B Common Stock held by the
Purchasers or the managers of the Company, (iii) any securities issued or
issuable with respect to the Class A Common Stock or Class B Common Stock
referred to in clauses (i) or (ii) by way of a stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization, and (iv) any other shares of Class A
Common Stock or Class B Common Stock held by Persons holding securities
described in clauses (i), (ii), or (iii) above. As to any particular Registrable
Securities, such securities will cease to be Registrable Securities when they
have ceased to be Restricted Securities (as defined in the Purchase Agreement),
unless such securities are held at such time by a holder of Registrable
Securities. For purposes of this Agreement, a Person will be deemed to be a
holder of Registrable Securities whenever such Person has the right to acquire
such Registrable Securities (by conversion or otherwise, but disregarding any
legal restrictions upon the exercise of such right), whether or not such
acquisition has actually been effected. Notwithstanding the foregoing, in the
event of any transfer of Registrable Securities to an Affiliate of the Purchaser
or by gift to a member of his immediate family, or by will or the laws of
descent and distribution, or to a trust for the benefit of the Purchaser and/or
his immediate family (and any such trust may transfer shares to the Purchaser
and/or members of the Purchaser's immediate family in accordance with its
terms), then such shares shall continue to be "Registrable Securities" for
purposes of this Agreement.

(d) Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the Purchase Agreement.

9. Miscellaneous.

(a) Selection or Investment Bankers. Except as otherwise provided
herein in connection with Demand Registrations and Piggyback Registrations, the
selection of investment banker(s) and manager(s) for any public offering or
private sale by the Company of its securities must be approved by the holders of
a majority of the Registrable Securities, which approval will not be
unreasonably withheld.

(b) No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement.

-9-
<PAGE>

(c) Adjustments Affecting Registrable Securities. The Company will not
take any action, or permit any change to occur, with respect to its securities
which would materially and adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would materially and adversely
affect the marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).

(d) Remedies. Any Person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law.

(e) Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the holders of 80%
of the Registrable Securities.

(f) Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.

(g) Notices. The paragraph entitled "Notices" in the Purchase Agreement
is hereby incorporated in this Agreement by reference and made a part hereof,
with the following addition:

Notice to the Holders

At the address set forth opposite the name of each of the
Purchasers on Exhibit A attached hereto

with a copy to

Christopher J. Hagan, Esq.
Davis, Graham & Stubbs
1225 New York Avenue, N.W.
Suite 1200
Washington, D.C. 20005-3919

-10-
<PAGE>

(h) Stockholders' Agreement. Notwithstanding anything above to the
contrary, all transfers of Registrable Securities are subject to the provisions
of the Stockholders' Agreement and shall be made in accordance with such
provisions.

(j) Termination of Registration Rights. All registration rights granted
hereunder will expire at such time as 75% of the Registrable Securities
originally issued by the Company pursuant to the Purchase Agreement have been
sold to the public (either in an offering registered under the Securities Act or
pursuant to Rule 144 promulgated under the Securities Act), and the average
daily trading volume of the Common Stock over the six-month period immediately
preceding the termination is at least one-quarter of one percent (1/4%) of the
Company's outstanding Common Stock.

(k) Incorporation of Purchase Agreement Provisions. The paragraphs entitled
"Severability," "Counterparts," "Descriptive Headings" and "Governing Law" in
the Purchase Agreement are hereby incorporated in this Agreement by reference
and made a part hereof.

-11-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

GLOBAL IMAGING SYSTEMS INC.

By: /s/ Thomas S. Johnson
----------------------------------------
Thomas S. Johnson
President and Chief Executive Officer

GOLDER, THOMA, CRESSEY, RAUNER
FUND IV LIMITED PARTNERSHIP

By: Golder, Thoma, Cressey, Rauner IV, L.P.
General Partner

By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner

By: /s/ Carl D. Thoma
------------------------------------
Carl D. Thoma
Authorized Officer

/s/ Thomas S. Johnson
-------------------------------------------
Thomas S. Johnson

/s/ Raymond Schilling
--------------------------------------------
Raymond Schilling

-12-
<PAGE>

AMENDMENT NO. 3 TO REGISTRATION AGREEMENT
-----------------------------------------

THIS AMENDMENT NO. 3 TO REGISTRATION AGREEMENT is made as of August 14,
1996 by and among Global Imaging Systems Inc., a Delaware corporation (the
"Company"); Golder, Thoma, Cressey, Rauner Fund IV, Limited Partnership, a
Delaware limited partnership ("GTCR"); Thomas S. Johnson ("Johnson"); and
Jackson National Life Insurance Company, a Michigan life insurance company
("JNL").

WITNESSETH:

The Company, GTCR, Johnson, Raymond Schilling, Michael Mueller, James B.
Conway, Peter Dinan, Paul Donehue, Chris Flanagan, L. Neal Berney, Edward Cobb,
Raymond Echols, Rodney Reid, Douglas A. Timm, Dennis Cameron, Paul Robichaud,
Thomas Kane, Todd Johnson, Michael J. Fitzgibbons, Christopher Groff, Mathew G.
Swider, Donald P. Fink, Thresa N. Dunn, Alexis McGhee, Bruce Cook, Terry K.
Smith and Crystal E. Smith are parties to a Registration Agreement dated June 9,
1994, as amended (the "Registration Agreement") pursuant to which the Company
has granted to such persons certain registration rights for their shares of the
Company's Common Stock. In order to induce JNL to enter into an Equity Purchase
Agreement of even date herewith (the "JNL Purchase Agreement") and to purchase
share shares of the Company's Common Stock, the Company and each of GTCR and
Johnson have agreed to amend the Registration Agreement to add JNL as a party
thereto. The execution and delivery of this Agreement is a condition to the
Closing under the JNL Purchase Agreement.

Certain Capitalized Terms used herein are defined in the Registration
Agreement.

The parties hereto agree as follows:

1. AMENDMENTS TO REGISTRATION AGREEMENT.

1.1 First Recital. The first recital to the Registration Agreement is
hereby amended to delete the first two sentences of such recital and to add the
following sentences in their place:

"The Company and certain Purchasers are parties to an Equity Purchase
Agreement dated June 9, 1994 (the "Purchase Agreement") and the Company and
Jackson National Life Insurance Company ("JNL") are parties to an Investor
Purchase Agreement dated August 14, 1996 (the "JNL Purchase Agreement"). In
order to induce the Purchasers under the Purchase Agreement and the JNL
Purchase Agreement to enter into such agreements, the Company has agreed to
provide the registration rights set forth in this Agreement. "

-1-
<PAGE>

1.2 Long-Form Registrations.

(a) Subparagraph 1(a) of the Registration Agreement is hereby amended
to delete the number "$20 million" in the ninth line of the first sentence and
to replace it with the number "$10 million". In addition subparagraph 1(a) of
the Registration Agreement is hereby further amended to delete the number "$10
million" in the ninth and tenth lines of the first sentence and to replace it
with the number "$5 million".

(b) Subparagraph 1(a) of the Registration Agreement is hereby amended
to delete the reference to "two (2)" in the second sentence of such subparagraph
and to insert "four (4)" in its place. In addition, the second to last sentence
of such subparagraph 1(a) is hereby amended to add the phrase "(including
Registrable Securities held by JNL which were requested to be included in such
registration" after the words such registration" and before ", provided that. .
.".

1.3 Priority on Demand Registrations. Subparagraph 1(c) of the
Registration Agreement is hereby amended to add the following new sentence at
the end of such subparagraph:

"Notwithstanding the foregoing, in the event of a JNL Demand
Registration, the holders of Registrable Securities other than JNL
Registrable Securities shall only be included in such Demand Registration
if the holders of JNL Registrable Securities are able to sell all of their
Registrable Securities requested to be included therein. "

1.4 Selection of Underwriters. Subparagraph 1(e) of the Registration
Agreement is hereby amended to substitute "initiating" for "included in" in the
first sentence.

1.5 Demand Registrations. Paragraph 1 of the Registration Agreement is
hereby amended to add the following subparagraph (g) after the end of such
paragraph:

"(g) JNL Demand Rights. Notwithstanding the provisions of
paragraph 1(a) above, at any time after 180 days after the closing of the
Company's Initial Public Offering the holders of a majority of the
Registrable Securities initially issued to JNL pursuant to the JNL Purchase
Agreement (the "JNL Registrable Securities") shall have the right to
request up to two (2) Demand Registrations for their Registrable Securities
(the "JNL Demand Registrations"); provided, however, that (i) at least 50%
of the JNL Registrable Securities shall have been requested to be included
in the first JNL Demand Registration and (ii) the second JNL Demand
Registration may not be requested until 18 months after the closing of a
prior JNL Demand Registration and the holders of JNL Registrable Securities
must have requested to include at least 80% of all remaining JNL
Registrable Securities in such registration. The JNL Demand Registrations
shall count

-2-
<PAGE>

as two of the four Long-Form Registrations for the holders of Registrable
Securities pursuant to paragraph 1(a) above unless the Company is permitted
to use any applicable short form. The Company shall pay all Registration
Expenses associated with the JNL Demand Registrations."

1.6 Priority on Primary Registrations. Subparagraph 2(c) of the
Registration Agreement is hereby amended to add the following sentence at the
end of such subparagraph:

"Notwithstanding the foregoing, in the event that such underwritten primary
registration is the Company's Initial Public Offering of its securities,
then the managing underwriters shall have the right to exclude any
securities held by employees of the Company if in their opinion the sale of
such securities would adversely affect either the offering price or the
number of securities which the Company will include in such registration."

1.7 Registration Expenses.

(a) Subparagraph 5(b) of the Registration Agreement is hereby amended
to delete the phrase "such Registrable Securities" at the end of such
subparagraph and to replace it with "the holders of "Registrable Securities
initiating such registration."

(b) Subparagraph 5(c) of the Registration Agreement is hereby deleted
in its entirety.

1.8 Indemnification. Subparagraph 6(b) of the Registration Agreement is
hereby amended to add the phrase "regarding such holder" after the word
"affidavits" in the third line of such subparagraph. Subparagraph 6(b) of the
Registration Agreement is hereby further amended to add the phrase "in
connection with such registration" after the phrase "writing by such holder" in
the twelfth line of such subparagraph.

1.9 Selection of Investment Bankers. Subparagraph 9(a) of the
Registration Agreement is hereby amended to add the phrase "or, in the event of
a JNL Demand Registration, by the holders of a majority of the JNL Registrable
Securities" after the phrase "Registrable Securities" in the fourth line of such
subparagraph.

1.10 Amendments and Waivers. Subparagraph 9(e) of the Registration
Agreement is hereby amended to add the phrase "GTCR, holders of a majority of
the JNL Registrable Securities and" after the phrase "written consent of" in the
last line of such subparagraph.

1.11 Termination of Registration Rights. Subparagraph 9(i) of the
Registration Agreement is hereby amended and restated in its entirety
to read as follows:

-3-
<PAGE>

"(i) Termination of Registration Rights. All registration
rights granted hereunder will expire at such time as either (i) 100% of the
Registrable Securities originally issued by the Company pursuant to the
Purchase Agreement and the JNL Purchase Agreement have been sold to the
public (either in an offering registered under the Securities Act or
pursuant to Rule 144 promulgated under the Securities Act), or (ii) all of
the Registrable Securities (other than those held by a director or officer
of the Company) are eligible for resale under Rule 144(k) promulgated under
the Securities Act and the average daily trading volume of the Common Stock
over the six-month period immediately preceding the termination is at least
one percent (1%) of the Company's outstanding Common Stock."

1.12 Schedule of Holders. The Schedule of Holders to the Registration
Agreement is hereby amended to be in the form attached hereto as Exhibit A. All
references to "Purchasers" in the Registration Agreement shall include all
parties listed on the Schedule of Holders including "Jackson National Life
Insurance Company, a Michigan life insurance company."

2. EFFECT OF THE AMENDMENT. All references to the Registration Agreement
in the Purchase Agreement or the JNL Purchase Agreement or any related document
shall mean the Registration Agreement as amended by this Amendment. Except as
specifically amended above, the Registration Agreement shall remain in full
force and effect, and is hereby ratified and confirmed.

3. DESCRIPTIVE HEADINGS. The descriptive headings of this Amendment are
inserted for convenience only and do not constitute a part of this Amendment.

4. GOVERNING LAW. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Illinois.

5. COUNTERPARTS. This Amendment may be executed and delivered in
counterparts, each of which shall constitute an original, and all of which
together shall constitute one Amendment.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-4-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to
Registration Agreement as of the date first written above.

GLOBAL IMAGING SYSTEMS INC.

By: /s/ Ray Schilling
-----------------------------------------
Its: CFO
----------------------------------------

GOLDER, THOMA, CRESSEY, RAUNER
FUND IV, LIMITED PARTNERSHIP

By: GTCR IV, L.P.
General Partner

By: Golder, Thoma, Cressey, Rauner Inc.
General Partner

By: /s/ Carl D. Thoma
-----------------------------------------
Its:
----------------------------------------

/s/ Thomas S. Johnson
--------------------------------------------
THOMAS S. JOHNSON

FOR: JACKSON NATIONAL LIFE INSURANCE COMPANY
BY: PPM AMERICA, INC. as its Agent

By: /s/ Benjamin James
-----------------------------------------
Its: Vice President
----------------------------------------

-5-
<PAGE>

EXHIBIT A

SCHEDULE OF HOLDERS

Name Address
- ---- -------

Golder, Thoma, Cressey, Rauner Fund IV c/o Golder, Thoma, Cressey, Rauner, Inc.
Limited Partnership 233 South Wacker Drive
Suite 6100
Chicago, IL 60606
Attn: Carl D. Thoma
Telephone: (312) 382-2200
Telecopy: (312) 382-2201

Thomas S. Johnson P.O. Box 273478
Raymond Schilling Tampa, FL 33688-3478
Michael Mueller Telephone: (813) 960-5508
Todd Johnson Telecopy: (813) 264-7877

Michael Fitzgibbons 1560 Cable Ranch Road
Suite 200
San Antonio, TX 78245
Telephone: (210) 673-7000
Telecopy: (210) 674-2620

James B. Conway 110 Perimeter Road
Peter Dinan Nashua, NH 03063
Chris Flanagan Telephone: (603) 889-1665
Paul Donehue Telecopy: (603) 889-4275
Christopher Groff

L. Neal Berney 209 Gunn Road
Edward Cobb Montgomery, AL 36121
Raymond Echols Telephone: (334) 271-4750
Alexis McGhee Telecopy: (334) 277-4454

Jackson National Life Insurance Company c/o PPM America, Inc.
225 West Wacker Drive
Suite 1200
Chicago, IL 60606
Attn: Ben James
Telephone: (312) 634-2516
Telecopy: (312) 634-0054

<PAGE>

Name Address
- ---- -------

Rodney Reid 771 Ogletree
Auburn, Alabama 36830

Dennis Cameron One Water Street
Amesbury, MA 01913

Douglas A. Timm 12 Farms Edge Road
Cape Elizabeth, Maine 04107

Paul Robichaud 275 Read Street
Thomas Kane Portland, Maine 07104

Mathew G. Swider 181 Bateman Road
Donald P. Fink Imperial, PA 15126
Thresa N. Dunn

Bruce Cook 730 Salisbury Road
Terry K. Smith Statesville, NC 28687-5129
Crystal E. Smith

<PAGE>

EXHIBIT 10.4

EQUITY SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made as of _______________, by and among GLOBAL
IMAGING SYSTEMS INC., a Delaware corporation (the "Company"), and
____________________________________ (collectively, the "Purchasers" and each
individually a "Purchaser"). Except as otherwise indicated, capitalized terms
used herein are defined in paragraph 7 hereof.

The parties hereto agree as follows:

1. Authorization of Stock. The Company has authorized the issuance
and sale to the Purchasers of an aggregate of (i) __________ shares of its Class
A Common Stock, $.01 par value per share (the "Class A Common"), and (ii) ____
shares of its Class B Common Stock, $.01 par value per share (the "Class B
Common"). The Class A Common and the Class B Common are collectively referred
to herein as the "Stock."

2. Purchase and Sale of the Stock. The parties will execute and
deliver counterparts of this Agreement, the Joinder to the Registration
Agreement and the Joinder to the Stockholders Agreement (as defined in
paragraphs 3D and 3E below) on or about ___________. The subscription by the
Purchasers will occur at a closing ("Closing") to be held on a date mutually
satisfactory to the Purchasers and the Company not later than ____________. At
the Closing, the Company will sell to the Purchasers and, subject to the terms
and conditions set forth herein, the Purchasers will purchase from the Company,
an aggregate of (i) _______ shares of Class A Common at a price of $_____ per
share and (ii) _______ shares of Class B Common at a price of $_____ per share
(in the aggregate, a total price of $_____________). The allocation of the
purchase of the Stock among each of the Purchasers is set forth in Exhibit A
hereto. The Closing of the purchase and sale of the Stock will be effected by
exchange of documents, certificates and agreements, by air courier, telefax or
other means satisfactory to the parties. At the Closing, the Company will issue
and deliver to the Purchasers certificates evidencing the Stock to be purchased
by the Purchasers, registered in each Purchaser's name, against payment of the
purchase price therefor by check or wire transfer of funds in the amount set
forth for each Purchaser in Exhibit A hereto.

3. Conditions of the Purchasers' Obligation at the Closing. The
obligation of the Purchasers to purchase and pay for the Stock at the Closing is
subject to the satisfaction as of the Closing of the following conditions:

3A. Representations and Warranties. The representations and
warranties contained in part 6 hereof will be true and correct at and as of the
Closing as though then made, except to the extent of changes caused by the
transactions expressly contemplated herein.

3B. Certificate of Incorporation. The Company's Restated Certificate
of Incorporation (the "Charter") as filed with the State of Delaware will be in
full force and effect at the Closing and will not have been further amended or
modified.
<PAGE>

3C. Equity Purchase Agreement. The Equity Purchase Agreement dated
June 9, 1994, as amended (the "Equity Purchase Agreement") among the Company,
Golder, Thoma, Cressey, Rauner Fund IV, L.P. ("GTCR IV") and Thomas S. Johnson
("Johnson") will be in full force and effect and will not have been amended or
modified as of the Closing.

3D. Registration Agreement. The Company, the Purchasers, GTCR IV,
Johnson, Raymond Schilling ("Schilling") and the other stockholders of the
Company are parties to that certain Registration Agreement dated June 9, 1994
pursuant to amendments and joinders thereto, in form and substance substantially
similar to Exhibit B attached hereto (the "Registration Agreement"), and the
Registration Agreement as so amended will be in full force and effect as of the
Closing.

3E. Stockholders Agreement. The Company, the Purchasers, GTCR IV,
Johnson, Schilling and the other stockholders of the Company are parties to that
certain Stockholders Agreement dated June 9, 1994 pursuant to amendments and
joinders thereto, in form and substance substantially similar to Exhibit C
attached hereto (the "Stockholders Agreement"), and the Stockholders Agreement
as so amended will be in full force and effect as of the Closing.

3F. Proceedings. All corporate and other proceedings taken or
required to be taken in connection with the transactions contemplated hereby to
be consummated at or prior to the Closing and all documents incident thereto
will be satisfactory in form and substance to the Purchasers.

4. Transfer of Restricted Securities.

(i) Restricted Securities are transferable pursuant to (a)
public offerings registered under the Securities Act, (b) Rule 144 of
the Securities and Exchange Commission (or any similar rule then in
force) if such rule is available and (c) subject to the conditions
specified in subparagraph 4(ii) below, any other legally available
means of transfer.

(ii) In connection with the transfer of any Restricted
Securities (other than a transfer described in subparagraph 4(i)(a) or
(b) above), the holder thereof will deliver written notice to the
Company describing the transfer or proposed transfer, together with an
opinion of Hogan & Hartson LLP or other counsel, which (to the
Company's reasonable satisfaction) is knowledgeable in securities law
matters, to the effect that such transfer of Restricted Securities may
be effected without registration of such Restricted Securities under
the Securities Act. In addition, if the holder of the Restricted
Securities delivers to the Company an opinion of Hogan & Hartson LLP
or such other counsel that no subsequent transfer of such Restricted
Securities will require registration under the Securities Act, the
Company will promptly upon such contemplated transfer deliver new
certificates for such Restricted Securities which do not bear the

-2-
<PAGE>

Securities Act legend set forth in paragraph 8A. If the Company is
not required to deliver such new certificates for such Restricted
Securities, the holder thereof will not transfer the same until the
prospective transferee has confirmed to the Company in writing its
agreement to be bound by the conditions contained in this paragraph
and paragraph 8A.

5. Representations and Warranties of the Purchasers. Each of the
Purchasers represents and warrants to the Company that he or she is purchasing
and will purchase the Stock for his or her own account, with no present
intention of distributing or reselling the Stock or any part thereof, and that
he or she is prepared to bear the economic risk of retaining the Stock for an
indefinite period, all without prejudice, however, to his or her right at any
time, in accordance with this Agreement, lawfully to sell or otherwise dispose
of all or any part of the Stock held by him or her. Each of the Purchasers also
represents and warrants that he or she is an accredited investor, as such term
is defined in Rule 501 of Regulation D promulgated under the Securities Act (or,
if he or she is not an accredited investor, that they have relied on ___________
as their purchaser representative), and that he or she has had the opportunity
to ask questions of the Company's management with respect to his or her
investment. Each of the Purchasers also represents and warrants that he or she
has received the confidential offering memorandum of the Company delivered to
such Purchaser in accordance with applicable securities laws. Each of the
Purchasers agrees that if, and to the extent, he or she elects to sell the
Stock, he or she will do so in compliance with the provisions and requirements
of the Securities Act and applicable state securities laws. Each of the
Purchasers further represents that he or she has full authority to enter into
the transactions contemplated by this Agreement and to perform his or her
obligations hereunder.

6. Representations and Warranties of the Company. As a material
inducement to the Purchasers to enter into this Agreement and purchase the
Stock, the Company hereby represents and warrants that:

6A. Organization and Corporate Power. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which
the failure so to qualify might reasonably be expected to have a material
adverse effect on the financial condition, operating results or business
prospects of the Company. The Company has all requisite corporate power and
authority and all material licenses, permits and authorizations necessary to own
and operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Agreement. The copies of the Company's Charter and bylaws
that have been furnished to the Purchasers' counsel reflect all amendments made
thereto at any time prior to the date of this Agreement and are correct and
complete.

-3-
<PAGE>

6B. Capital Stock and Related Matters.

(i) As of the Closing and immediately thereafter, the
authorized capital stock of the Company will consist of (a) 300,000
shares of Class A Common, of which ________________ shares will be
issued and outstanding, (b) 350,000 shares of Class B Common, of which
approximately ______________ shares will be issued and outstanding,
and (c) 350,000 shares of Class C Common, of which ______________
shares will be issued and outstanding. As of the Closing, the Company
will not have outstanding any stock or securities convertible or
exchangeable for any shares of its capital stock, nor will it have
outstanding any rights or options to subscribe for or to purchase its
capital stock or any stock or securities convertible into or
exchangeable for its capital stock except as described in the Equity
Purchase Agreement. As of the Closing, the Company will not be
subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock, except
pursuant to its Charter and the Management Agreements with Johnson,
Schilling, Alfred Vieira ("Vieira") and Michael Mueller ("Mueller").
As of the Closing, all of the outstanding shares of the Company's
capital stock will be validly issued, fully paid and nonassessable.

(ii) Except as provided in the Equity Purchase Agreement,
there are no statutory or contractual stockholders preemptive rights
with respect to the issuance of the Stock hereunder. Based in part on
the investment representations of the Purchasers in paragraph 5 above,
the Company has not violated any applicable federal or state
securities laws in connection with the offer, sale or issuance of any
of the Stock, and the offer, sale and issuance of the Stock hereunder
do not require registration under the Securities Act or any applicable
state securities laws. To the best of the Company's knowledge, there
are no agreements among the Company's stockholders with respect to the
voting or transfer of the Company's capital stock or with respect to
any other aspect of the Company's affairs other than the Equity
Purchase Agreement, the Stockholders Agreement, the Registration
Agreement or the Management Agreements with Johnson, Mueller, Vieira
and Schilling.

6C. Authorization; No Breach. The execution, delivery and
performance of this Agreement, the Registration Agreement, the Stockholders
Agreement, and all other agreements contemplated hereby to which the Company is
a party have been duly authorized by the Company. This Agreement, the
Registration Agreement, the Stockholders Agreement, the Charter and all other
agreements contemplated hereby each constitutes a valid and binding obligation
of the Company, enforceable in accordance with its terms. The execution and
delivery by the Company of this Agreement, the Registration Agreement, the
Stockholders Agreement and all other agreements contemplated hereby to which the
Company is a party, the offering, sale and issuance of the Stock hereunder, and
fulfillment of and compliance with the respective terms hereof and thereof by
the Company, do not and will not (i) conflict with or

-4-
<PAGE>

result in a breach of the terms, conditions or provisions of, (ii) constitute a
default under, (iii) result in the creation of any lien, security interest,
charge or encumbrance upon the Company's capital stock or assets pursuant to,
(iv) give any third party the right to accelerate any obligation under, (v)
result in a violation of, or (vi) require any authorization, consent, approval,
exemption or other action by or notice to any court or administrative or
governmental body pursuant to, the Charter or bylaws of the Company, or any law,
statute, rule or regulation to which the Company is subject, or any agreement,
instrument, order, judgment or decree to which the Company is a party or by
which it is bound.

6D. Brokerage. There are no claims against the Company for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon the Company.

6E. Governmental Consent, etc. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the
Company of this Agreement or the other agreements contemplated hereby, or the
consummation by the Company of any other transaction contemplated hereby or
thereby.

6F. Compliance with Laws. The Company is not in violation of any law
or any regulation or requirement which violation might reasonably be expected to
have a material adverse effect upon the financial condition, operating results
or business prospects of the Company and the Company has not received notice of
any such violation.

6G. Disclosure. Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates or other items prepared
or supplied to the Purchasers by or on behalf of the Company with respect to the
transactions contemplated hereby contains any untrue statement of a material
fact or omits a material fact necessary to make each statement contained herein
or therein not misleading. There is no fact which the Company has not disclosed
to the Purchasers in writing and of which any of its officers, directors or
executive employees is aware and which could reasonably be anticipated to have a
material adverse effect upon the existing or expected financial condition,
operating results, assets, customer relations, employee relations or business
prospects of the Company.

6H. Closing Date. The representations and warranties of the Company
contained in this paragraph 6 and elsewhere in this Agreement and all
information contained in any exhibit, schedule or attachment hereto or in any
writing delivered by, or on behalf of, the Company to any Purchasers will be
true and correct in all material respects on the date of the Closing as though
then made, except as affected by the transactions expressly contemplated by this
Agreement.

7. Definitions. For the purposes of this Agreement, the following
terms have the meanings set forth below:

-5-
<PAGE>

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political
subdivision thereof.

"Restricted Securities" means the Stock issued hereunder, and any
securities issued with respect thereto by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular Restricted
Securities, such securities will cease to be Restricted Securities when they
have (a) been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (b) become eligible
for sale and have actually been sold to the public pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act or (c) been otherwise
transferred and new certificates for them not bearing the Securities Act legend
set forth in paragraph 8A have been delivered by the Company in accordance with
subparagraph 4(ii). Whenever any particular securities cease to be Restricted
Securities, the holder thereof will be entitled to receive from the Company,
without expense, new securities of like tenor not bearing a Securities Act
legend of the character set forth in paragraph 8A.

"Securities Act" means the Securities Act of 1933, as amended, or
any similar federal law then in force.

"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.

"Subsidiary" means any corporation of which the securities having
a majority of the ordinary voting power in electing the board of directors are,
at the time as of which any determination is being made, owned by the Company
either directly or through one or more Subsidiaries.

8. Miscellaneous.

8A. Restrictive Legend. Each certificate for Restricted Securities
will be imprinted with a legend in substantially the following form:

The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The transfer
of the securities represented by this certificate is subject to the
conditions specified in the Equity Subscription Agreement, dated as of
______________, by and between the issuer (the "Company") and a
certain investor, and the Company reserves the right to refuse the
transfer of such securities until such conditions have been fulfilled
with respect to such transfer. A copy of such conditions will be
furnished by the Company to the holder hereof upon written request and
without charge.

-6-
<PAGE>

8B. Successors and Assigns. Except as otherwise expressly provided
herein or in any instruments of transfer or assignment, all covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. In addition, and
whether or not any express assignment has been made, the provisions of this
Agreement which are for the Purchasers' benefit as a purchaser or holder of
Stock are also for the benefit of, and enforceable by, any subsequent holder of
such Stock.

8C. Counterparts Facsimile Signatures. This Agreement may be
executed simultaneously in counterparts, both of which need not contain the
signatures of more than one party, but both such counterparts taken together
will constitute one and the same Agreement. This Agreement may be executed by
facsimile transmission.

8D. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

8E. Governing Law. This Agreement will be governed by the internal
law, and not the law of conflicts, of Delaware.

8F. Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally,
or sent by telex or facsimile transmission, or sent by receipted air courier, or
mailed by certified or registered mail, return receipt requested and postage
prepaid, to the recipient. Such notices, demands and other communications will
be sent to the Company and the Purchasers at the address indicated below:

Notice to the Company

Global Imaging Systems Inc.
P.O. Box 273478
Tampa, Florida 33688
Attention: Thomas S. Johnson

Notice to the Purchasers

______________________________
______________________________
______________________________
______________________________

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-7-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

GLOBAL IMAGING SYSTEMS INC.

By:
------------------------------------------
Thomas S. Johnson, President
and Chief Executive Officer

PURCHASERS:

----------------------------------------------

<PAGE>

EXHIBIT 10.6

INVESTOR PURCHASE AGREEMENT

THIS AGREEMENT is made as of August 14, 1996, by and among
GLOBAL IMAGING SYSTEMS INC., a Delaware corporation (the "Company"), and JACKSON
NATIONAL LIFE INSURANCE COMPANY, a Michigan life insurance company (the
"Purchaser"). Except as otherwise indicated, capitalized terms used herein are
defined in Section 7 hereof.

The parties hereto agree as follows:

1. Authorization of Common Stock. The Company has authorized
the issuance and sale to the Purchaser of (i) 27,083.33 shares of its Class A
Common Stock, $.01 par value purchase (the "Class A Common Stock") and (ii)
4,802.52 shares of its Class C Common Stock, $.01 par value per share the "Class
C Common Stock"), having the rights and preferences set forth in the Company's
Charter (as defined in Section 3B below) attached hereto. The Class A Common
Stock and the Class C Common Stock purchased hereunder by Purchaser are
collectively referred to as the "Jackson Stock").

2. Purchase and Sale of the Stock. The parties will execute
and deliver counterparts of this Agreement, Amendment No. 3 to Registration
Agreement and Amendment No. 2 to Stockholders Agreement (as defined in Sections
3D and 3E below) on or about before the Closing (as hereinafter defined). The
purchase of the Jackson Stock by the Purchaser will occur at a closing
("Closing") to be held on a date mutually satisfactory to the Purchaser and the
Company not later than August 31, 1996. At the Closing, the Company will sell to
the Purchaser and, subject to the terms and conditions set forth herein, the
Purchaser will purchase from the Company 27,083.33 shares of Class A Common
Stock at a price of $90.00 per share and 4,802.52 shares of Class C Common Stock
at a price of $13.014 per share (in the aggregate, a total purchase price of
$2,500,000.00). The Closing of the purchase and sale of the Jackson Stock will
be effected by exchange of documents, certificates and agreements, by air
courier, facsimile transmission or other means satisfactory to the parties. At
the Closing, the Company will issue and deliver to the Purchaser certificates
evidencing the Class A Common Stock and the Class C Common Stock to be purchased
by the Purchaser, registered in Purchaser's name, against payment of the
purchase price therefor by check or wire transfer of funds in the amount set
forth in this Section 2.

3. Conditions of the Purchaser's Obligations at the Closing.
The obligation of the Purchaser to purchase and pay for the Jackson Stock at the
Closing is subject to the satisfaction as of the Closing of the following
conditions:

3A. Representations and Warranties. The representations and
warranties contained in Section 6 hereof will be true and correct at and as of
the Closing as though then made, except to the extent of changes caused by the
transactions expressly contemplated herein.

-1-
<PAGE>

3B. Certificate of Incorporation. The Company's Amended and
Restated Certificate of Incorporation in the form of Exhibit A (the "Charter"),
as so filed will be in full force and effect at the Closing and will not have
been further amended or modified.

3C. Equity Purchase Agreement. The Equity Purchase Agreement
dated June 9, 1994 (the "Equity Purchase Agreement") among the Company, Golder,
Thoma, Cressey, Rauner Fund IV Limited Partnership ("GTCR IV") and Thomas S.
Johnson, as amended by Amendment No. 1, will be in full force and effect as of
the Closing.

3D. Registration Agreement. The Company, the Purchaser and
certain other parties to the Registration Agreement will have entered into an
amendment to the Registration Agreement, in form and substance substantially
similar to Exhibit B attached hereto ("Amendment No. 3 to Registration
Agreement"), and the Registration Agreement will be in full force and effect as
of the Closing.

3E. Stockholders Agreement. The Company, the Purchaser and
certain other parties to the Stockholders Agreement will have entered into an
amendment to the Stockholders Agreement in form and substance substantially
similar to Exhibit C attached hereto ("Amendment No. 2 to Stockholders
Agreement"), and the Stockholders Agreement will be in full force and effect as
of the Closing.

3F. Closing Documents. The Company will have delivered to the
Purchaser all of the following documents:

(i) an Officer's Certificate, dated the date of the
Closing, stating that the conditions specified in Sections 3A through
3E, inclusive, have been fully satisfied;

(ii) certified copies of the resolutions duly adopted by
the Company's Board of Directors authorizing the execution, delivery
and performance of this Agreement, Amendment No. 3 to Registration
Agreement, Amendment No. 2 to Stockholders Agreement, and each of the
other agreements contemplated hereby, the filing of the Charter
referred to in Section 3A, the issuance and sale of the Jackson Stock,
and the consummation of all other transactions contemplated by this
Agreement;

(iii) certified copies of the Charter and the Company's
bylaws, each as in effect at the Closing; and

(iv) such other documents relating to the transactions
contemplated by this Agreement as the Purchaser may reasonably
request.

3G. Proceedings. All corporate and other proceedings taken or
required to be taken in connection with the transactions contemplated hereby to
be consummated at or prior to the Closing and all documents incident thereto
will be satisfactory in form and substance to the Purchaser.

-2-
<PAGE>

4. Covenants. Except as otherwise provided herein, prior to a
Qualified Public Offering:

4A. Financial Statements and Other Information. The Company
will deliver to the Purchaser (so long as the Purchaser holds any of the
Common Stock):

(i) as soon as available and in any event within thirty
(30) days after the end of each quarter, unaudited quarterly
consolidated and consolidating statements of income and changes in
consolidated financial position of the Company and its Subsidiaries
for such fiscal quarter and for the period from the beginning of the
fiscal year to the end of such quarter, and balance sheets of the
Company and its Subsidiaries as of the end of such quarterly period;

(ii) as soon as available and in any event within ninety
(90) days after the end of each fiscal year, consolidating and
consolidated statements of income and consolidated statements of
changes in financial position of the Company and its Subsidiaries for
each fiscal year and consolidating and consolidated balance sheets of
the Company and its Subsidiaries as of the end of such fiscal year,
accompanied by an opinion of a "Big Six" or other independent
accounting firm of recognized national standing acceptable to the
Purchaser and a copy of such firm's annual management letter to the
Board of Directors;

(iii) together with each delivery of financial statements
set forth in subsection 4A(i) and (ii) above, a management report
describing the operations and financial condition of the Company and
its Subsidiaries for the quarter then ended and the portion of the
current year then elapsed (or for the fiscal year then ended in the
case of year-end financials);

(iv) promptly, a notice of any change or expected change
in the corporate management of the Company;

(v) promptly, of its intention to enter into any
material contracts pursuant to which the Company shall incur material
debt;

(vi) any additional reports or other information
concerning the Company as the Board of Directors may from time to time
prescribe; and

(vii) with reasonable promptness, such other information
and financial data concerning the Company and its Subsidiaries as
Purchaser reasonably requests.

4B. Meeting of Directors. There will be at least four meetings
of the Company's Board of Directors during each fiscal year, at least one of
which will be held in each 90-day period during the Company's fiscal year.
Pursuant to the terms of the Stockholders Agreement, the number of directors on
the Board shall initially be established at five directors and one
representative designated by Purchaser shall be elected to such Board. The
Company will give Purchaser notice of each meeting of its Board at the same time
and in the same manner

-3-
<PAGE>

as notice is given to the directors, and the Company shall permit one individual
designated by Purchaser to attend as observer all meetings of its Board;
provided, however, in the event the Purchaser's representative director is
unable to attend the Board meeting, two individuals designated by Purchaser
shall be invited to attend as observers of such meeting.

4C. Common Stock Restrictions. So long as there is a Qualified
Holder, the Company will not, without the prior consent of each Qualified
Holder:

(i) directly or indirectly declare or pay any dividends
or make any distributions upon any of its equity securities unless
such dividend or distribution is also distributed, pro rata, to the
holders of Common Stock based on their respective interests as
provided in the Charter;

(ii) issue or enter into any agreement providing for the
issuance (contingent or otherwise) of equity securities that are
senior to or on parity with the Class C Common Stock, Class A Common
Stock or the Class B Common Stock;

(iii) become subject to, or permit any of its Subsidiaries
to become subject to, any agreement or instrument, which by its terms
would (under any circumstances) restrict the Company's right to
perform any of its obligations pursuant to the terms of this
Agreement, the Registration Agreement, the Stockholders Agreement, the
Charter or the Company's bylaws; or

(iv) except as contemplated by this Agreement or the
Stockholders Agreement, make any amendment to the Charter or the
Company's bylaws, or file any resolution of the Board of Directors
with the Delaware Secretary of State containing any provisions, which
would adversely affect or otherwise impair the rights of the holders
of the Class A or Class C Common Stock under this Agreement, the
Registration Agreement, the Stockholders Agreement, the Charter or the
Company's bylaws.

4D. Negative Covenants. So long as there is a Qualified
Holder, the Company will not, without the prior consent of each Qualified
Holder;

(i) except as otherwise provided in the Stockholders
Agreement, merge or consolidate with any Person or permit any
Subsidiary to merge or consolidate with any Person (other than (i) a
merger whereby the Company shall become the owner of more than 50% of
the voting power of such Person or (ii) merger between the Company and
a wholly-owned Subsidiary; (but only if the Company is the surviving
corporation and its certificate of incorporation is not amended or
modified thereby) or between wholly-owned Subsidiaries);

(ii) except as otherwise provided in the Stockholders
Agreement, sell, lease or otherwise dispose of, or permit any
subsidiary to sell, lease or otherwise dispose of substantially all of
the Company's consolidated assets in any transaction or series of
related transactions (other than sales in the ordinary course of
business).

-4-
<PAGE>

(iii) except as otherwise provided in the Stockholders
Agreement, liquidate, dissolve or effect a recapitalization or
reorganization in any form of transaction;

(iv) enter into or permit a Subsidiary to enter into any
transaction with GTCR or any Affiliate of GTCR (other than the Company
and its Subsidiaries) except in the ordinary course of business and in
an arm's length transaction; or

(v) change the nature of its business;

(vi) issue or sell any shares of the capital stock, or
rights to acquire shares of the capital stock, of any Subsidiary to
any Person other than the Company or another Subsidiary.

4E. Affirmative Covenants. So long as there is a Qualified
---------------------
Holder, unless otherwise consented to by each Qualified Holder, the Company
will, and will cause each Subsidiary to:

(i) at all times cause to be done all things necessary
to maintain, preserve and renew its corporate existence and all
material licenses, authorizations and permits necessary to the conduct
of its businesses;

(ii) maintain and keep its properties in good repair,
working order and condition (ordinary wear and tear excepted), and
from time to time make all necessary or desirable repairs, renewals
and replacements, so that its businesses may be properly and
advantageously conducted at all times in all material respects;

(iii) pay and discharge when payable all taxes,
assessments and governmental charges imposed upon its properties or
upon the income or profits therefrom (in each case before the same
becomes delinquent and before penalties accrue thereon) and all claims
for labor, materials or supplies which if unpaid might by law become a
lien upon any of its properties, unless and to the extent that the
same are being contested in good faith;

(iv) comply with all other material provisions of any
material contract or agreement to which it is a party or by which it
is bound, whether oral or written, express or implied, and pay all
material obligations which it has incurred or may incur pursuant to
any such contract or agreement as such obligations become due, unless
and to the extent that the same are being contested in good faith;

(v) comply with all applicable laws, rules and
regulations of all governmental authorities, the violation of which
might reasonably be expected to have a material adverse effect upon
the financial condition, operations or business prospects of the
Company or any Subsidiary;

-5-
<PAGE>

(vi) apply for and continue in force with good and
reputable insurance companies adequate insurance covering risks of
such types and in such amounts as are customary for well-insured
corporations of similar size engaged in similar lines of business;

(vii) make all required filings under the Hart-Scott-
Rodino Act for all acquisitions by the Company or any Subsidiary; and

(viii) maintain proper books of record and account which
fairly present its financial condition and results of operations and
make provisions on its financial statements for all such proper
reserves as in each case are required in accordance with generally
accepted accounting principles, consistently applied.

4F. Registration of Transfer. The Company will keep at its
------------------------
principal office (or such other place as the Company reasonably designates) a
register for the registration of stock. Upon the surrender of any certificate
representing shares of Common Stock at such place, the Company will, at the
request of the registered holder of such certificate and subject to the
restrictions on transfer set forth in this Agreement, execute and deliver a new
certificate or certificates in exchange therefor representing the number of
shares of Common Stock represented by the surrendered certificate, and the
Company forthwith will cancel such surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares of Common Stock as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate. The issuance of new certificates will be made without charge to the
holders of the surrendered certificates for any issuance tax in respect thereof
or other costs incurred by the Company in connection with such issuance.

4G. Financial Statements. Notwithstanding anything herein to
--------------------
the contrary, the obligation of the Company to deliver the financial statements
and reports set forth in subsection 4A(i), (ii) and (iii) above shall continue
until such time as all of the Common Stock of the Purchaser is registered under
the Securities Act and the Company has an obligation to provide such financial
information to the Purchaser pursuant to the Securities Exchange Act.

5. Transfer of Restricted Securities.
---------------------------------

(i) Restricted Securities are transferable pursuant to
(a) public offerings registered under the Securities Act, (b) Rule 144
or Rule 144A of the Securities and Exchange Commission (or any similar
rule then in force) if such rule is available and (c) subject to the
conditions specified in subparagraph (ii) below, any other legally
available means of transfer.

-6-
<PAGE>

Securities may be effected without registration of such Restricted
Securities under the Securities Act. In addition, if the holder of the
Restricted Securities delivers to the Company an opinion of counsel
that no subsequent transfer of such Restricted Securities will require
registration under the Securities Act, the Company will promptly upon
such contemplated transfer deliver new certificates for such
Restricted Securities which do not bear the Securities Act legend set
forth in Section 8C. If the Company is not required to deliver such
new certificates for such Restricted Securities not bearing such
legend, the holder thereof will not transfer the same until the
prospective transferee has confirmed to the Company in writing its
agreement to be bound by the conditions contained in this paragraph.

(iii) Upon the request of the Purchaser, the Company shall
promptly supply to the Purchaser or its prospective transferees all
information regarding the Company required to be delivered in
connection with a transfer pursuant to Rule 144A of the Securities and
Exchange Commission.

6. Representations and Warranties of the Company. As a
material inducement to the Purchaser to enter into this Agreement and purchase
the Jackson Stock, the Company hereby represents and warrants that:

6A. Organization and Corporate Power. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is qualified to do business in every jurisdiction
in which the failure so to qualify might reasonably be expected to have a
material adverse effect on the financial condition, operating results or
business prospects of the Company. The Company has all requisite corporate power
and authority and all material licenses, permits and authorizations necessary to
own and operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Agreement. The copies of the Company's Charter and bylaws
that have been furnished to the Purchaser reflect all amendments made thereto at
any time prior to the date of this Agreement and are correct and complete.

6B. Capital Stock and Related Matters.

(i) As of the Closing and immediately thereafter, the
authorized capital stock of the Company consists of (a) 300,000 shares
of Class A Common Stock, of which 202,608.841 shares are issued and
outstanding, (b) 350,000 shares of Class B Common Stock, of which
62,048.345 shares are issued and outstanding, and 1,961 shares will be
reserved for issuance to employees, officers and directors of the
Company not affiliated with GTCR, and (c) 350,000 shares of Class C
Common Stock of which 4,802.5 shares are issued and outstanding. As of
the Closing: (i) the Class A Common Stock purchased by Purchaser
hereunder constitutes ten (10%) percent of all of the outstanding
shares of the Class A Common Stock on a fully diluted basis; (ii) the
Class C Common Stock purchased by Purchaser hereunder constitutes one
hundred (100%) percent of all of the outstanding shares of the Class C
Common Stock on a fully diluted basis and such stock would constitute,
if immediately converted into Class B Common Stock, ten (10%) of the
Class B Common Stock on a fully diluted basis; and (iii) the

-7-
<PAGE>

Jackson Stock constitutes ten (10%) percent of the capital stock of the
Company on a fully diluted basis. As of the Closing, the Company will
not have outstanding any stock or securities convertible or
exchangeable for any shares of its capital stock, nor will it have
outstanding any rights or options to subscribe for or to purchase its
capital stock or any stock or securities convertible into or
exchangeable for its capital stock. As of the Closing, the Company will
not be subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital
stock, except pursuant to its Charter, this Agreement, the Stockholders
Agreement and the Executive Agreements. As of the Closing, all of the
outstanding shares of the Company's capital stock will be validly
issued, fully paid and nonassessable.

(ii) There are no statutory or contractual
stockholders preemptive rights with respect to the issuance of the
Jackson Stock hereunder. Based in part on the investment
representations of the Purchaser in Section 8C, the Company has not
violated any applicable federal or state securities laws in connection
with the offer, sale or issuance of the Jackson Stock hereunder and the
offer, sale and issuance of the Jackson Stock hereunder do not require
registration under the Securities Act or any applicable state
securities laws. To the best of the Company's knowledge, there are no
agreements among the Company's stockholders with respect to the voting
or transfer of the Company's capital stock or with respect to any other
aspect of the Company's affairs other than the Jackson Credit
Agreement, Equity Purchase Agreement, the Registration Agreement, the
Executive Agreements and the Stockholders Agreement.

6C. Authorization: No Breach. The execution, delivery and
------------------------
performance of this Agreement, Amendment No. 3 to Registration Agreement,
Amendment No. 2 to Stockholders Agreement, the Charter and all other agreements
and transactions contemplated hereby to which the Company is a party have been
duly authorized by the Company. This Agreement, Amendment No. 3 to Registration
Agreement, Amendment No. 2 to Stockholders Agreement, the Charter and all other
agreements contemplated hereby each constitutes a valid and binding obligation
of the Company, enforceable in accordance with its terms. The execution and
delivery by the Company of this Agreement, Amendment No. 3 to Registration
Agreement, Amendment No. 2 to Stockholders Agreement and all other agreements
and transactions contemplated hereby to which the Company is a party, the
offering, sale and issuance of the Jackson Stock hereunder, and fulfillment of
and compliance with the respective terms hereof and thereof by the Company, do
not and will not (i) conflict with or result in a breach of the terms,
conditions or provisions of, (ii) constitute a default under, (iii) result in
the creation of any lien, security interest, charge or encumbrance upon the
Company's capital stock or assets pursuant to, (iv) give any third party the
right to accelerate any obligation under, (v) result in a violation of, or (vi)
require any authorization, consent, approval, exemption or other action by or
notice to any court or administrative or governmental body pursuant to, the
Charter or bylaws of the Company, or any law, statute, rule or regulation to
which the Company is subject, or any agreement, instrument, order, judgment or
decree to which the Company is a party or by which it is bound.

6D. Tax Matters. The Company has filed all tax returns which
-----------
it is required to file; all such returns are true and correct in all material
respects; the Company has in all

-8-
<PAGE>

material respects paid all taxes owed by it or which it is obligated to withhold
from amounts owing to any employee, creditor or third party; the Company has not
waived any statute of limitations with respect to taxes or agreed to any
extension of time with respect to a tax assessment or deficiency; the assessment
of any additional taxes for periods for which returns have been filed is not
expected; and there are no material unresolved questions or claims concerning
the Company's tax liability. The Company has not made an election under Section
341(f) of the Internal Revenue Code of 1986, as amended (the "Code").

6E. Litigation, etc. There are no actions, suits, proceedings,
---------------
orders, investigations or claims pending or, to the best of the Company's
knowledge, threatened against or affecting the Company at law or in equity, or
before or by any governmental department, commission, board, bureau, agency or
instrumentality; the Company is not subject to any arbitration proceedings under
collective bargaining agreements or otherwise or, to the best of the Company's
knowledge, any material governmental investigations or inquiries (including
inquiries as to the qualification to hold or receive any license or permit);
and, to the best of the Company's knowledge, there is no basis for any of the
foregoing. The Company has not received any opinion or memorandum or legal
advice from legal counsel to the effect that it is exposed, from a legal
standpoint, to any liability or disadvantage which may be material to its
business.

6F. Brokerage. Except for the fees of Green Manning & Bunch,
---------
there are no claims against the Company for brokerage commissions, finders' fees
or similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement binding upon the Company. The
Company will pay, and hold the Purchaser harmless against, any liability, loss
or expense (including, without limitation, reasonable attorneys' fees and
out-of-pocket expenses) arising in connection with any such claim.

6G. Governmental Consent, etc. No permit, consent, approval or
-------------------------
authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the
Company of this Agreement or the other agreements contemplated hereby, or the
consummation by the Company of any other transaction contemplated hereby or
thereby.

6H. ERISA. The Company does not presently maintain or
-----
contribute to, nor has ever maintained or contributed to, any "employee benefit
plan," as such term is defined in Section 3 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), with respect to which the Company is
required to file Internal Revenue Service ("IRS") Form 5500, and the Company
does not presently contribute to nor ever has contributed to any "multi-employer
plan," as such term is defined in Section 3 of ERISA.

6I. Compliance with Laws. The Company is not in violation of
--------------------
any law or any regulation or requirement which violation might reasonably be
expected to have a material adverse effect upon the financial condition,
operating results or business prospects of the Company and the Company has not
received notice of any such violation.

-9-
<PAGE>

6J. Disclosure. Neither this Agreement nor any of the
schedules, attachments, written statements, documents, certificates or other
items prepared or supplied to the Purchaser by or on behalf of the Company with
respect to the transactions contemplated hereby contains any untrue statement of
a material fact or omits a material fact necessary to make each statement
contained herein or therein not misleading. There is no fact which the Company
has not disclosed to the Purchaser in writing and of which any of its officers,
directors or executive employees is aware and which could reasonably be
anticipated to have a material adverse effect upon the existing or expected
financial condition, operating results, assets, customer relations, employee
relations or business prospects of the Company.

6K. Closing Date. The representations and warranties of the
Company contained in this Section 6 and elsewhere in this Agreement and all
information contained in any exhibit, schedule or attachment hereto or in any
writing delivered by, or on behalf of, the Company to any Purchaser will be true
and correct in all material respects on the date of the Closing as though then
made, except as affected by the transactions expressly contemplated by this
Agreement.

7. Definitions. For the purposes of this Agreement, the
following terms have the meanings set forth below:

"Affiliates" shall have the meaning set forth in Rule 405
of the Securities Act.

"Class A Common Stock" shall mean the authorized and
issued Class A common stock of the Company.

"Class B Common Stock" shall mean the authorized and
issued Class B common stock of the Company.

"Class C Common Stock" shall mean the authorized and
issued Class C Common Stock of the Company.

"Common Stock" shall mean the capital stock of the Company
consisting of the Class A, B and C Common Stock.

"Executive Agreements" shall mean those certain executive
agreements with Johnson, Raymond Schilling and other principal executives of the
Company pursuant to which such executives will purchase up to an aggregate of
8,823.5 shares of Class B Common (as adjusted from time to time for any stock
splits, stock dividends, recombinations, mergers, recapitalizations,
reclassifications or any similar event).

"GTCR" means Golder, Thoma, Cressey, Rauner, Inc.

"Jackson Credit Agreement" means the Credit Agreement
dated as of August 14, 1996 among the Company, its Subsidiaries, the Purchaser
and PPM America, Inc., as Agent.

-10-
<PAGE>

"Officer's Certificate" means a certificate signed by the
Company's president or its chief financial officer, stating that (i) the officer
signing such certificate has made or has caused to be made such investigations
as are necessary in order to permit him to verify the accuracy of the
information set forth in such certificate and (ii) to the best of such officer's
knowledge, such certificate does not misstate any material fact and does not
omit to state any fact necessary to make the certificate not misleading.

"Person" means an individual, a partnership, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.

"Qualified Holder" means the Purchaser (together with its
successors and its Affiliates) provided the Purchaser owns at least 50% of the
outstanding shares of Class C Common Stock issued to Purchaser pursuant to this
Agreement.

"Qualified Public Offering" has the meaning assigned to
such term in the Stockholders Agreement.

"Registration Agreement" means the Registration Agreement
dated as of June 9, 1994 by and among the Company and each of its stockholders,
as amended by Amendment Nos. 1, 2 and 3.

"Restricted Securities" means the Jackson Stock issued
hereunder, and any securities issued with respect thereto by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Restricted Securities, such securities will cease to be Restricted
Securities when they have (a) been effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(b) become eligible for sale and have actually been sold to the public pursuant
to Rule 144 or rule 144A (or any similar provision then in force) under the
Securities Act or (c) been otherwise transferred and new certificates for them
not bearing the Securities Act legend set forth in Section 8C have been
delivered by the Company in accordance with paragraph 5(ii). Whenever any
particular securities cease to be Restricted Securities, the holder thereof will
be entitled to receive from the Company, without expense, new securities of like
tenor not bearing a Securities Act legend of the character set forth in Section
8C.

"Securities Act" means the Securities Act of 1933, as
amended, or any similar federal law then in force.

"Securities Exchange Act" means the Securities Exchange
Act of 1934, as amended, or any similar federal law then in force.

"Stockholders Agreement" means the Stockholders Agreement
dated as of June 9, 1994 by and among the Company and each of its stockholders,
as amended by Amendment Nos. 1 and 2.

-11-
<PAGE>

"Subsidiary" means any corporation of which the securities
having a majority of the ordinary voting power in electing the board of
directors are, at the time as of which any determination is being made, owned by
the Company either directly or through one or more Subsidiaries.

8. Miscellaneous.

8A. Expenses. The Company agrees to pay, and hold the
Purchaser harmless against liability for the payment of, (i) the reasonable fees
and expenses of their counsel arising in connection with the negotiation,
execution and consummation of the transactions contemplated by this Agreement,
(ii) reasonable fees and expenses incurred with respect to any amendments or
waivers (whether or not the same become effective) under or in respect of this
Agreement, the agreements contemplated hereby or the Charter, (iii) stamp and
other taxes which may be payable in respect of the execution and delivery of
this Agreement or the issuance, delivery or acquisition of any shares of Class C
Common Stock issued hereunder, and (iv) reasonable fees and expenses incurred in
respect of the enforcement of the rights granted under this Agreement, the
agreements contemplated hereby and the Charter.

8B. Remedies. The Purchaser will have all rights and remedies
set forth in this Agreement and the Charter and all rights and remedies which
the Purchaser has been granted at any time under any other agreement or contract
and all of the rights the Purchaser has under any law. Any Person having any
rights under any provision of this Agreement will be entitled to enforce such
rights specifically, to recover damages by reason of any breach of any provision
of this Agreement and to exercise all other rights granted by law.

8C. Purchaser's Investment Representations. Purchaser hereby
represents that it is acquiring the Restricted Securities purchased hereunder or
acquired pursuant hereto for its own account with the present intention of
holding such securities for purposes of investment, that it is an Accredited
Investor as that term is defined in Rule 501 under the Securities Act and that
it has no intention of selling such securities in a public distribution in
violation of the federal securities laws or any applicable state securities
laws; provided that nothing contained herein will prevent Purchaser and
subsequent holders of Restricted Securities from transferring such securities in
compliance with the provisions of Section 5 hereof. Each certificate for
Restricted Securities will be imprinted with a legend in substantially the
following form:

The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The
transfer of the securities represented by this certificate is
subject to the conditions specified in the Investor Purchase
Agreement, dated as of August 14, 1996, by and between the
issuer (the "Company") and Jackson National Life Insurance
Company, and the Company reserves the right to refuse the
transfer of such securities until such conditions have been
fulfilled with respect to such transfer. A copy of such
conditions will be furnished by the Company to the holder
hereof upon written request and without charge.

-12-
<PAGE>

8D. Amendment and Waiver. Except as otherwise expressly
--------------------
provided herein, the provisions of this Agreement may be amended or modified
only by written agreement of the Company and the Purchaser. No other course of
dealing between the parties or third-party beneficiaries hereof or any delay in
exercising any rights hereunder shall operate as a waiver of any rights of any
such parties.

8E. Survival of Representations and Warranties. All
------------------------------------------
representations and warranties contained herein or made in writing by any party
in connection herewith will survive the execution and delivery of this
Agreement, regardless of any investigation made by the Purchaser or on its
behalf.

8F. Successors and Assigns. Except as otherwise expressly
----------------------
provided herein or in any instruments of transfer or assignment, all covenants
and agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. In addition, and
whether or not any express assignment has been made, the provisions of this
Agreement which are for the Purchaser's benefit as a purchaser or holder of
Common Stock are also for the benefit of, and enforceable by, any subsequent
holder of such Common Stock.

8G. Severability. Whenever possible, each provision of this
------------
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

8H. Counterparts. This Agreement may be executed
------------
simultaneously in counterparts, both of which need not contain the signatures of
more than one party, but both such counterparts taken together will constitute
one and the same Agreement.

8I. Descriptive Headings. The descriptive headings of this
--------------------
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

8J. Governing Law. The corporate law of Delaware will govern
-------------
all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation of
this Agreement and the exhibits and schedules hereto will be governed by the
internal law, and not the law of conflicts, of New York.

8K. Notices. All notices, demands or other communications to
-------
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally, or sent by telex or facsimile transmission, or sent by receipted air
courier, or mailed by certified or registered mail, return receipt requested and
postage prepaid, to the recipient. Such notices, demands and other
communications will be sent to the Company and the Purchaser at the address
indicated below:

-13-
<PAGE>

Notice to the Company:

Global Imaging Systems Inc.
P.O. Box 273478
Tampa, FL 33688-3478
Attention: President
Telephone: (813) 960-5508
Telecopy: (813) 264-7877

Notice to the Purchaser:

Jackson National Life Insurance Company
c/o PPM America, Inc.
225 West Wacker Drive
Chicago, IL 60606
Attention: Private Placements
Telephone: (312) 634-2500
Telecopy: (312) 634-0054

With a copy to:

Christopher J. Hagan, Esq.
Davis, Graham & Stubbs
1225 New York Avenue
Suite 1200
Washington, D.C. 20005
Telephone: (202) 822-8660
Telecopy: (202) 293-4794

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

8L. Hart-Scott-Rodino Compliance. In connection with any
transaction in which the Company is involved which is required to be reported
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from
time to time (the "HSR Act"), the Company shall prepare and file all documents
with the Federal Trade Commission and the United States Department of Justice
which may be required to comply with the HSR Act, and shall promptly furnish all
materials thereafter requested by any of the regulatory agencies having
jurisdiction over such filings, in connection with the transactions contemplated
thereby. The Company shall take all reasonable actions and shall file and use
reasonable best efforts to have declared effective or approved all documents and
notifications with any governmental or regulatory bodies, as may be necessary or
may reasonably be requested under federal antitrust laws for the consummation of
the subject transaction.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-14-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

GLOBAL IMAGING SYSTEMS INC.

By: /s/ Ray Schilling
---------------------------------------
Raymond Schilling, Vice President
and Chief Financial Officer

JACKSON NATIONAL LIFE INSURANCE COMPANY

By: PPM AMERICA, INC., Attorney-in-Fact

By: /s/ Benjamin James
-----------------------------------
Benjamin James
Vice President

-15

<PAGE>

EXHIBIT 10.7

INVESTOR PURCHASE AGREEMENT

THIS AGREEMENT is made as of September 30, 1996, by and between GLOBAL
IMAGING SYSTEMS INC., a Delaware corporation (the "Company") and GREEN MANNING &
BUNCH HOLDINGS, INC., a Colorado corporation (the "Purchaser"). Except as
otherwise indicated, capitalized terms used herein are defined in Section 7
hereof.

The parties hereto agree as follows:

1. Authorization of Common Stock. The Company has authorized the
issuance and sale to the Purchaser of (i) 1,354.166 shares of its Class A Common
Stock, $.01 par value purchase (the "Class A Common Stock") and (ii) 240.126
shares of its Class B Common Stock, $.01 par value per share the "Class B Common
Stock"), having the rights and preferences set forth in the Company's Charter
(as defined in Section 3B below) attached hereto. The Class A Common Stock and
the Class B Common Stock purchased hereunder by Purchaser are collectively
referred to as the "GMB Stock".

2. Purchase and Sale of the Stock. The parties will execute and
deliver counterparts of this Agreement, the Joinder to the Registration
Agreement and Joinder to the Stockholders Agreement (as defined in Sections 3D
and 3E below) on or about before the Closing (as hereinafter defined). The
purchase of the GMB Stock by the Purchaser will occur at a closing ("Closing")
to be held on a date mutually satisfactory to the Purchaser and the Company not
later than September 30, 1996. At the Closing, the Company will sell to the
Purchaser and, subject to the terms and conditions set forth herein, the
Purchaser will purchase from the Company 1,354.166 shares of Class A Common
Stock at a price of $90.00 per share and 240.126 shares of Class B Common Stock
at a price of $13.014 per share (in the aggregate, a total purchase price of
$125,000.00). The Closing of the purchase and sale of the GMB Stock will be
effected by exchange of documents, certificates and agreements, by air courier,
facsimile transmission or other means satisfactory to the parties. At the
Closing, the Company will issue and deliver to the Purchaser certificates
evidencing the Class A Common Stock and the Class B Common Stock to be purchased
by the Purchaser, registered in Purchaser's name, against payment of the
purchase price therefor by check or wire transfer of funds in the amount set
forth in this Section 2.

3. Conditions of the Purchaser's Obligations at the Closing. The
obligation of the Purchaser to purchase and pay for the GMB Stock at the Closing
is subject to the satisfaction as of the Closing of the following conditions:

3D. Registration Agreement. The Company, the Purchaser and
certain other parties to the Registration Agreement will have entered into an a
Joinder to the Registration Agreement, in form and substance substantially
similar to Exhibit B attached hereto ("Registration Agreement"), and the
Registration Agreement will be in full force and effect as of the Closing.

3E. Stockholders Agreement. The Company, the Purchaser and
certain other parties to the Stockholders Agreement will have entered into a
Joinder to the Stockholders Agreement in form and substance substantially
similar to Exhibit C attached hereto ("Stockholders Agreement"), and the
Stockholders Agreement will be in full force and effect as of the Closing.

3F. Closing Documents. The Company will have delivered to the
Purchaser all of the following documents:

(i) an Officer's Certificate, dated the date of the
Closing, stating that the conditions specified in Sections 3A through
3E, inclusive, have been fully satisfied;

(ii) certified copies of the resolutions duly adopted by
the Company's Board of Directors authorizing the execution, delivery
and performance of this Agreement, the Joinder to the Registration
Agreement, the Joinder to the Stockholders Agreement, and each of the
other agreements contemplated hereby, the issuance and sale of the GMB
Stock, and the consummation of all other transactions contemplated by
this Agreement;

(iii) certified copies of the Charter and the Company's
bylaws, each as in effect at the Closing; and

(iv) such other documents relating to the transactions
contemplated by this Agreement as the Purchaser may reasonably
request.

-2-
<PAGE>

4. Covenants. Except as otherwise provided herein, prior to a
Qualified Public Offering:

4A. Financial Statements and Other Information. The Company
will deliver to the Purchaser (so long as the Purchaser holds any of the Common
Stock):

(iv) promptly, a notice of any change or expected change in
the corporate management of the Company;

(v) promptly, of its intention to enter into any material
contracts pursuant to which the Company shall incur material debt;

(vi) any additional reports or other information concerning
the Company as the Board of Directors may from time to time prescribe;
and

(vii) with reasonable promptness, such other information
and financial data concerning the Company and its Subsidiaries as
Purchaser reasonably requests.

-3-
<PAGE>

4C. Common Stock Restrictions. So long as there is a Qualified
Holder, the Company will not, without the prior consent of each Qualified
Holder:

(i) directly or indirectly declare or pay any dividends or
make any distributions upon any of its equity securities unless such
dividend or distribution is also distributed, pro rata, to the holders
of Common Stock based on their respective interests as provided in the
Charter;

(ii) become subject to, or permit any of its Subsidiaries
to become subject to, any agreement or instrument, which by its terms
would (under any circumstances) restrict the Company's right to
perform any of its obligations pursuant to the terms of this
Agreement, the Registration Agreement, the Stockholders Agreement, the
Charter or the Company's bylaws; or

(iii) except as contemplated by this Agreement or the
Stockholders Agreement, make any amendment to the Charter or the
Company's bylaws, or file any resolution of the Board of Directors
with the Delaware Secretary of State containing any provisions, which
would adversely affect or otherwise impair the rights of the holders
of the Class A or Class B Common Stock under this Agreement, the
Registration Agreement, the Stockholders Agreement, the Charter or the
Company's bylaws.

4D. Affirmative Covenants. So long as there is a Qualified
Holder, unless otherwise consented to by each Qualified Holder, the Company
will, and will cause each Subsidiary to:

(ii) maintain and keep its properties in good repair,
working order and condition (ordinary wear and tear excepted), and
from time to time make all necessary or desirable repairs, renewals
and replacements, so that its businesses may be properly and
advantageously conducted at all times in all material respects;

(iii) pay and discharge when payable all taxes, assessments
and governmental charges imposed upon its properties or upon the
income or profits therefrom (in each case before the same becomes
delinquent and before penalties accrue thereon) and all claims for
labor, materials or supplies which if unpaid might by law become a
lien upon any of its properties, unless and to the extent that the
same are being contested in good faith;

-4-
<PAGE>

incurred or may incur pursuant to any such contract or agreement as
such obligations become due, unless and to the extent that the same
are being contested in good faith;

(v) comply with all applicable laws, rules and
regulations of all governmental authorities, the violation of which
might reasonably be expected to have a material adverse effect upon
the financial condition, operations or business prospects of the
Company or any Subsidiary;

(vi) apply for and continue in force with good and
reputable insurance companies adequate insurance covering risks of
such types and in such amounts as are customary for well-insured
corporations of similar size engaged in similar lines of business;

(vii) make all required filings under the Hart-Scott-Rodino
Act for all acquisitions by the Company or any Subsidiary; and

(viii) maintain proper books of record and account which
fairly present its financial condition and results of operations and
make provisions on its financial statements for all such proper
reserves as in each case are required in accordance with generally
accepted accounting principles, consistently applied.

4E. Registration of Transfer. The Company will keep at its
principal office (or such other place as the Company reasonably designates) a
register for the registration of stock. Upon the surrender of any certificate
representing shares of Common Stock at such place, the Company will, at the
request of the registered holder of such certificate and subject to the
restrictions on transfer set forth in this Agreement, execute and deliver a new
certificate or certificates in exchange therefor representing the number of
shares of Common Stock represented by the surrendered certificate, and the
Company forthwith will cancel such surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares of Common Stock as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate. The issuance of new certificates will be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other costs incurred by the Company in connection with such issuance.

4F. Financial Statements. Notwithstanding anything herein to
the contrary, the obligation of the Company to deliver the financial statements
and reports set forth in subsection 4A(i), (ii) and (iii) above shall continue
until such time as all of the Common Stock of the Purchaser is registered under
the Securities Act and the Company has an obligation to provide such financial
information to the Purchaser pursuant to the Securities Exchange Act.

5. Transfer of Restricted Securities.

(i) Restricted Securities are transferable pursuant to (a)
public offerings registered under the Securities Act, (b) Rule 144 or
Rule 144A of the

-5-
<PAGE>

Securities and Exchange Commission (or any similar rule then in force)
if such rule is available and (c) subject to the conditions specified
in subparagraph (ii) below, any other legally available means of
transfer.

(ii) In connection with the transfer of any Restricted
Securities (other than a transfer described in subparagraph 5(i)(a) or
b above), the holder thereof will deliver written notice to the
Company describing the transfer or proposed transfer, together with an
opinion of counsel which (to the Company's reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such
transfer of Restricted Securities may be effected without registration
of such Restricted Securities under the Securities Act. In addition,
if the holder of the Restricted Securities delivers to the Company an
opinion of counsel that no subsequent transfer of such Restricted
Securities will require registration under the Securities Act, the
Company will promptly upon such contemplated transfer deliver new
certificates for such Restricted Securities which do not bear the
Securities Act legend set forth in Section 8C. If the Company is not
required to deliver such new certificates for such Restricted
Securities not bearing such legend, the holder thereof will not
transfer the same until the prospective transferee has confirmed to
the Company in writing its agreement to be bound by the conditions
contained in this paragraph.

6. Representations and Warranties of the Company. As a material
inducement to the Purchaser to enter into this Agreement and purchase the GMB
Stock, the Company hereby represents and warrants that:

6A. Organization and Corporate Power. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is qualified to do business in every jurisdiction
in which the failure so to qualify might reasonably be expected to have a
material adverse effect on the financial condition, operating results or
business prospects of the Company. The Company has all requisite corporate
power and authority and all material licenses, permits and authorizations
necessary to own and operate its properties, to carry on its businesses as now
conducted and presently proposed to be conducted and to carry out the
transactions contemplated by this Agreement. The copies of the Company's
Charter and bylaws that have been furnished to the Purchaser reflect all
amendments made thereto at any time prior to the date of this Agreement and are
correct and complete.

6B. Capital Stock and Related Matters.

(i) As of the Closing and immediately thereafter, the
authorized capital stock of the Company consists of (a) 300,000 shares
of Class A

-6-
<PAGE>

Common Stock, of which 203,963.007 shares are issued and outstanding,
(b) 350,000 shares of Class B Common Stock, of which 62,288.471 shares
are issued and outstanding, and 1,961 shares will be reserved for
issuance to employees, officers and directors of the Company not
affiliated with GTCR, and (c) 350,000 shares of Class C Common Stock
of which 4,802.5 shares are issued and outstanding. As of the Closing,
the Company will not have outstanding any stock or securities
convertible or exchangeable for any shares of its capital stock, nor
will it have outstanding any rights or options to subscribe for or to
purchase its capital stock or any stock or securities convertible into
or exchangeable for its capital stock. As of the Closing, the Company
will not be subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital
stock, except pursuant to its Charter, this Agreement, the
Stockholders Agreement and the Executive Agreements. As of the
Closing, all of the outstanding shares of the Company's capital stock
will be validly issued, fully paid and nonassessable.

(ii) There are no statutory or contractual stockholders
preemptive rights with respect to the issuance of the GMB Stock
hereunder. Based in part on the investment representations of the
Purchaser in Section 8C, the Company has not violated any applicable
federal or state securities laws in connection with the offer, sale or
issuance of the GMB Stock hereunder and the offer, sale and issuance
of the GMB Stock hereunder do not require registration under the
Securities Act or any applicable state securities laws. To the best
of the Company's knowledge, there are no agreements among the
Company's stockholders with respect to the voting or transfer of the
Company's capital stock or with respect to any other aspect of the
Company's affairs other than the Jackson Credit Agreement, Equity
Purchase Agreement, the JNL Purchase Agreement, the Registration
Agreement, the Executive Agreements and the Stockholders Agreement.

6C. Authorization: No Breach. The execution, delivery and
performance of this Agreement, the Joinder to the Registration Agreement, the
Joinder to the Stockholders Agreement and all other agreements and transactions
contemplated hereby to which the Company is a party have been duly authorized by
the Company. This Agreement, the Joinder to the Registration Agreement, the
Joinder to the Stockholders Agreement and all other agreements contemplated
hereby each constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms. The execution and delivery by the
Company of this Agreement, the Joinder to the Registration Agreement, the
Joinder to the Stockholders Agreement and all other agreements and transactions
contemplated hereby to which the Company is a party, the offering, sale and
issuance of the GMB Stock hereunder, and fulfillment of and compliance with the
respective terms hereof and thereof by the Company, do not and will not (i)
conflict with or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) result in the creation of any lien,
security interest, charge or encumbrance upon the Company's capital stock or
assets pursuant to, (iv) give any third party the right to accelerate any
obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice to any
court or administrative or

-7-
<PAGE>

governmental body pursuant to, the Charter or bylaws of the Company, or any law,
statute, rule or regulation to which the Company is subject, or any agreement,
instrument, order, judgment or decree to which the Company is a party or by
which it is bound.

6D. Tax Matters. The Company has filed all tax returns which it
is required to file; all such returns are true and correct in all material
respects; the Company has in all material respects paid all taxes owed by it or
which it is obligated to withhold from amounts owing to any employee, creditor
or third party; the Company has not waived any statute of limitations with
respect to taxes or agreed to any extension of time with respect to a tax
assessment or deficiency; the assessment of any additional taxes for periods for
which returns have been filed is not expected; and there are no material
unresolved questions or claims concerning the Company's tax liability. The
Company has not made an election under Section 341(f) of the Internal Revenue
Code of 1986, as amended (the "Code").

6E. Litigation, etc. There are no actions, suits, proceedings,
orders, investigations or claims pending or, to the best of the Company's
knowledge, threatened against or affecting the Company at law or in equity, or
before or by any governmental department, commission, board, bureau, agency or
instrumentality; the Company is not subject to any arbitration proceedings under
collective bargaining agreements or otherwise or, to the best of the Company's
knowledge, any material governmental investigations or inquiries (including
inquiries as to the qualification to hold or receive any license or permit);
and, to the best of the Company's knowledge, there is no basis for any of the
foregoing. The Company has not received any opinion or memorandum or legal
advice from legal counsel to the effect that it is exposed, from a legal
standpoint, to any liability or disadvantage which may be material to its
business.

6F. Brokerage. Except for the fees of Green Manning & Bunch
Holdings, Inc., there are no claims against the Company for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon the Company. The Company will pay, and hold the
Purchaser harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim.

6G. Governmental Consent, etc. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the
Company of this Agreement or the other agreements contemplated hereby, or the
consummation by the Company of any other transaction contemplated hereby or
thereby.

6H. ERISA. The Company does not presently maintain or
contribute to, nor has ever maintained or contributed to, any "employee benefit
plan," as such term is defined in Section 3 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), with respect to which the Company is
required to file Internal Revenue Service ("IRS") Form 5500, and the Company
does not presently contribute to nor ever has contributed to any "multi-employer
plan," as such term is defined in Section 3 of ERISA.

-8-
<PAGE>

6I. Compliance with Laws. The Company is not in violation of
any law or any regulation or requirement which violation might reasonably be
expected to have a material adverse effect upon the financial condition,
operating results or business prospects of the Company and the Company has not
received notice of any such violation.

7. Definitions. For the purposes of this Agreement, the following
terms have the meanings set forth below:

"Affiliates" shall have the meaning set forth in Rule 405 of the
Securities Act.

"Class A Common Stock" shall mean the authorized and issued Class
A common stock of the Company.

"Class B Common Stock" shall mean the authorized and issued Class
B common stock of the Company.

"Class C Common Stock" shall mean the authorized and issued Class
C Common Stock of the Company.

"Common Stock" shall mean the capital stock of the Company
consisting of the Class A, B and C Common Stock.

"Executive Agreements" shall mean those certain executive
agreements with Johnson, Raymond Schilling and other principal executives of the
Company pursuant to which such executives will purchase up to an aggregate of
8,823.5 shares of Class B Common (as adjusted from time to time for any stock
splits, stock dividends, recombinations, mergers, recapitalizations,
reclassifications or any similar event).

-9-
<PAGE>

"GTCR" means Golder, Thoma, Cressey, Rauner, Inc.

"Jackson Credit Agreement" means the Credit Agreement dated as of
August 14, 1996 among the Company, its Subsidiaries, Jackson National Life
Insurance Company and PPM America, Inc., as Agent.

"Officer's Certificate" means a certificate signed by the
Company's president or its chief financial officer, stating that (i) the officer
signing such certificate has made or has caused to be made such investigations
as are necessary in order to permit him to verify the accuracy of the
information set forth in such certificate and (ii) to the best of such officer's
knowledge, such certificate does not misstate any material fact and does not
omit to state any fact necessary to make the certificate not misleading.

"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political
subdivision thereof.

"Qualified Holder" means the Purchaser (together with its
successors and its Affiliates) provided the Purchaser owns at least 50% of the
outstanding shares of Class B Common Stock issued to Purchaser pursuant to this
Agreement.

"Qualified Public Offering" has the meaning assigned to such term
in the Stockholders Agreement.

"Registration Agreement" means the Registration Agreement dated
as of June 9, 1994 by and among the Company and each of its stockholders, as
amended by Amendment Nos. 1, 2 and 3.

"Restricted Securities" means the GMB Stock issued hereunder, and
any securities issued with respect thereto by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular Restricted
Securities, such securities will cease to be Restricted Securities when they
have (a) been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (b) become eligible
for sale and have actually been sold to the public pursuant to Rule 144 or rule
144A (or any similar provision then in force) under the Securities Act or (c)
been otherwise transferred and new certificates for them not bearing the
Securities Act legend set forth in Section 8C have been delivered by the Company
in accordance with paragraph 5(ii). Whenever any particular securities cease to
be Restricted Securities, the holder thereof will be entitled to receive from
the Company, without expense, new securities of like tenor not bearing a
Securities Act legend of the character set forth in Section 8C.

"Securities Act" means the Securities Act of 1933, as amended, or
any similar federal law then in force.

-10-
<PAGE>

"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.

"Stockholders Agreement" means the Stockholders Agreement dated
as of June 9, 1994 by and among the Company and each of its stockholders, as
amended by Amendment Nos. 1 and 2.

"Subsidiary" means any corporation of which the securities having
a majority of the ordinary voting power in electing the board of directors are,
at the time as of which any determination is being made, owned by the Company
either directly or through one or more Subsidiaries.

8. Miscellaneous.
-------------

8A. Expenses. The Company agrees to pay, and hold the Purchaser
harmless against liability for the payment of, (i) the reasonable fees and
expenses of their counsel arising in connection with the negotiation, execution
and consummation of the transactions contemplated by this Agreement, (ii)
reasonable fees and expenses incurred with respect to any amendments or waivers
(whether or not the same become effective) under or in respect of this
Agreement, the agreements contemplated hereby or the Charter, (iii) stamp and
other taxes which may be payable in respect of the execution and delivery of
this Agreement or the issuance, delivery or acquisition of any shares of Class B
Common Stock issued hereunder, and (iv) reasonable fees and expenses incurred in
respect of the enforcement of the rights granted under this Agreement, the
agreements contemplated hereby and the Charter.

-11-
<PAGE>

by and between the issuer (the "Company") and Green Manning & Bunch Holdings,
Inc., and the Company reserves the right to refuse the transfer of such
securities until such conditions have been fulfilled with respect to such.
transfer. A copy of such conditions will be furnished by the Company to the
holder hereof upon written request and without charge.

8D. Amendment and Waiver. Except as otherwise expressly
provided herein, the provisions of this Agreement may be amended or modified
only by written agreement of the Company and the Purchaser. No other course of
dealing between the parties or third-party beneficiaries hereof or any delay in
exercising any rights hereunder shall operate as a waiver of any rights of any
such parties.

8E. Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by any party
in connection herewith will survive the execution and delivery of this
Agreement, regardless of any investigation made by the Purchaser or on its
behalf.

8F. Successors and Assigns. Except as otherwise expressly
provided herein or in any instruments of transfer or assignment, all covenants
and agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. In addition, and
whether or not any express assignment has been made, the provisions of this
Agreement which are for the Purchaser's benefit as a purchaser or holder of
Common Stock are also for the benefit of, and enforceable by, any subsequent
holder of such Common Stock.

8G. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

8H. Counterparts. This Agreement may be executed simultaneously
in counterparts, both of which need not contain the signatures of more than one
party, but both such counterparts taken together will constitute one and the
same Agreement.

8I. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

8J. Governing Law. The corporate law of Delaware will govern
all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation of
this Agreement and the exhibits and schedules hereto will be governed by the
internal law, and not the law of conflicts, of New York.

8K. Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally,
or sent by telex or facsimile transmission, or sent by receipted air courier, or
mailed by certified or registered mail, return

-12-
<PAGE>

receipt requested and postage prepaid, to the recipient. Such notices, demands
and other communications will be sent to the Company and the Purchaser at the
address indicated below:

Notice to the Company:

Global Imaging Systems Inc.
P.O. Box 273478
Tampa, FL 33688-3478
Attention: President
Telephone: (813) 960-5508
Telecopy: (813) 264-7877

Notice to the Purchaser:

Green Manning & Bunch Holdings, Inc.
3600 Republic Plaza
370 Seventeenth Street
Denver, Colorado 80202-5636
Attention: James T. Bunch
Telephone: (303) 592-4801
Telecopy: (303) 592-4819

With a copy to:

Christopher J. Hagan, Esq.
Davis, Graham & Stubbs LLP
1314 Nineteenth Street, N.W.
Washington, D.C. 20036
Telephone: (202) 822-8660
Telecopy: (202) 293-4794

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

-13-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

GLOBAL IMAGING SYSTEMS INC.

By: /s/ Raymond Schilling
---------------------
Raymond Schilling, Vice President
and Chief Financial Officer

GREEN MANNING & BUNCH HOLDINGS, INC.

By: /s/ James T. Bunch
------------------
Name: James T. Bunch
Title: Vice President

-14-

<PAGE>

EXHIBIT 21.1

Subsidiaries of the Registrant
------------------------------

Name Jurisdiction of Organization
- ---- -----------------------------

American Photocopy Equipment Company Delaware
of Pittsburg dba AMCOM Office Systems

Berney, Inc. Alabama
Southern Copy Systems, Inc. Alabama

Connecticut Business Systems, Inc. Connecticut

Conway Office Products, Inc. New Hampshire
Business Equipment Unlimited Maine
Eastern Copy Products, Inc. New York
Cameron Office Products, Inc. Massachusetts

Copy Service and Supply, Inc. North Carolina

Duplicating Specialties, Inc. dba Copytronix Oregon

Electronic Systems, Inc. Virginia
Electronic Systems of Richmond, Inc. Virginia

Felco Office Systems, Inc. Texas

Global Imaging Finance Company Delaware

Global Imaging Operations, Inc. Delaware

Quality Business Systems, Inc. Washington

Southern Business Communications, Inc. Georgia

<PAGE>

Exhibit 23.1

We consent to the reference of our firm under the caption "Experts" and to the
use of our reports dated February 13, 1998 (except Note 12, as to which the date
is ____________), in the Registration Statement (Form S-1 No._______) and
related Prospectus of Global Imaging Systems, Inc. for the registration of
___________ shares of its common stock.

The foregoing consent is in the form that will be signed upon the completion of
the restatement of capital accounts described in Note 12 to the financial
statements.

/s/ Ernst & Young LLP

Tampa, FL
March 16, 1998

<PAGE>

Exhibit 23.2

[LETTERHEAD OF BARNARD, COMBS, POTTS & RHYNE, PA APPEARS HERE]

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 12, 1998, with respect to the financial
statements of Copy Service and Supply, Inc. included in the Registration
Statement (Form S-1) and related Prospectus of Global Imaging Systems, Inc. for
the registration of its common stock.

/s/ Barnard, Combs, Potts & Rhyne, PA
Barnard, Combs, Potts & Rhyne, PA

Statesville, North Carolina
March 16, 1998

<PAGE>

Exhibit 23.3

[LETTERHEAD OF SMITH & HOWARD, P.C. APPEARS HERE]

Global Imaging Systems, Inc.

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 8, 1998 with respect to the financial statements
of Southern Business Communications Group included in the Registration Statement
(Form S-1) and related Prospectus of Global Imaging Systems, Inc. for the
registration of its common stock.

/s/ Smith & Howard, P.C.
SMITH & HOWARD, P.C.
ATLANTA, GEORGIA
MARCH 16, 1998

<PAGE>

Exhibit 23.4

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 23, 1998, with respect to the financial
statements of Electronic Systems, Inc., included in the Registration Statement
(Form S-1) and related Prospectus of Global Imaging Systems, Inc. for the
registration of its common stock.

/s/ Ernst & Young LLP

Richmond, Virginia
March 13, 1998

<PAGE>

Exhibit 23.5

[LETTERHEAD OF PASQUALE & BOWERS, LLP APPEARS HERE]

Global Imaging Systems, Inc.
13902 North Dale Mabry, Suite 300
Tampa, Florida 33618

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated December 17, 1997, with respect to the financial
statements of Eastern Copy Products, Inc. and Subsidiaries included in the
Registration Statement (Form S-1) and related Prospectus of Global Imaging
Systems, Inc. for the registration of its common stock.

/s/ Pasquale & Bowers, LLP
Syracuse, New York
March 16, 1998

<PAGE>

Exhibit 23.6

[LETTERHEAD OF MOSS ADAMS LLP APPEARS HERE]

INDEPENDENT AUDITOR'S CONSENT

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated December 19, 1997, with respect to the financial
statements of Duplicating Specialties, Inc. included in the Registration
Statement (Form S-1) and related Prospectus of Global Imaging Systems, Inc. for
the registration of its common stock.

/s/ Moss Adams LLP

Vancouver, Washington
March 16, 1998

<PAGE>
Exhibit 23.7

Consent Statement

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 27, 1998, with respect to the financial
statements of Electronic Systems of Richmond, Inc. included in the Registration
Statement (Form S-1) and related Prospectus of Global Imaging Systems, Inc. for
the registration of its common stock.

/s/ Edmondson, LedBetter & Ballard, LLP.

Norfolk, Virginia

March 16, 1998

<PAGE>

Exhibit 23.8

Consent Of Independent Public Accountants

We hereby consent to the use of our reports relating to the financial statements
of Connecticut Business Systems, Inc. included in or made part of this
registration statement on Form S-1 of Global Imaging Systems, Inc., and to the
use of our name in the prospectus under the caption "Experts".

/s/ Arthur Andersen LLP

Hartford, Connecticut
March 16, 1998

<PAGE>

Exhibit 23.9

[LETTERHEAD OF JOSEPH D. KALICKA & COMPANY, LLP APPEARS HERE]

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 6, 1998 (for the period ended December 31,
1997) and February 20, 1998 (for the period ended January 31, 1997), with
respect to the financial statements of Business Systems Division (an operating
division of Bloom's, Incorporated) included in the Registration Statement (Form
S-1) and related Prospectus of Global Imaging Systems, Inc. for the registration
of its common stock.

/s/ Joseph D. Kalicka & Company, LLP

JOSEPH D. KALICKA & COMPANY, LLP
Certified Public Accountants

Holyoke, Massachusetts
March 16, 1998

<PAGE>
<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> MAR-31-1998 MAR-31-1997
<PERIOD-START> APR-01-1997 APR-01-1997
<PERIOD-END> DEC-31-1997 MAR-31-1997
<CASH> 3,897,598 960,758
<SECURITIES> 0 0
<RECEIVABLES> 27,411,661 11,165,167
<ALLOWANCES> 879,000 309,000
<INVENTORY> 17,573,337 10,055,214
<CURRENT-ASSETS> 50,563,677 22,538,399
<PP&E> 8,917,697 5,389,240
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 155,913,054 68,990,167
<CURRENT-LIABILITIES> 28,358,270 12,883,799
<BONDS> 92,340,216 36,310,123
0 0
0 0
<COMMON> 32,396,523 19,594,364
<OTHER-SE> (272,637) (100,000)
<TOTAL-LIABILITY-AND-EQUITY> 155,913,054 68,990,167
<SALES> 80,515,099 41,200,292
<TOTAL-REVENUES> 110,030,003 64,093,190
<CGS> 57,487,742 27,087,299
<TOTAL-COSTS> 71,980,387 38,554,490
<OTHER-EXPENSES> 27,977,311 20,219,101
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 4,534,167 3,189,204
<INCOME-PRETAX> 5,538,138 2,130,395
<INCOME-TAX> 2,749,337 1,007,071
<INCOME-CONTINUING> 2,788,801 1,123,324
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,788,801 1,123,324
<EPS-PRIMARY> .13 (.03)
<EPS-DILUTED> .13 (.03)

</TABLE>