GLOBAL IMAGING SYSTEMS INC, S-1/A, 1998-06-17

GLOBAL IMAGING SYSTEMS INC
S-1/A, 1998-06-17
RETAIL STORES, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998
REGISTRATION NO. 333-48103
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 5
TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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

59-3247652
DELAWARE 5995 (IRS Employer
(State of Incorporation) (Primary S.I.C. Code Number) 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.
WASHINGTON, DC 20004-1109 787 SEVENTH AVE.

(202) 637-5600 NEW YORK, NEW YORK 10019

--------------- (212) 728-8000
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. [_]

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.

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<PAGE>

PROSPECTUS
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6,000,000 Shares

GLOBAL IMAGING SYSTEMS, INC.

Common Stock

[LOGO OF GLOBAL IMAGING SYSTEMS, INC. APPEARS HERE]
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All of the 6,000,000 shares (the "Shares") of common stock, $.01 par value per
share (the "Common Stock"), offered hereby are being sold by Global Imaging
Systems, Inc. ("Global" or the "Company").

Prior to this offering (the "Offering"), there has been no public market for
the Common Stock. See "Underwriting" for a discussion of the factors
considered in determining the initial public offering price. The Common Stock
has been approved for inclusion in The Nasdaq Stock Market's National Market
(the "Nasdaq National Market") under the symbol "GISX."

At the request of the Company, the Underwriters have reserved up to 600,000
shares of Common Stock for sale at the initial public offering price to
directors, officers, employees, and business associates of the Company. See
"Underwriting."

SEE "RISK FACTORS" ON PAGES 8 TO 14 FOR A DISCUSSION OF CERTAIN MATERIAL
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
COMMON STOCK OFFERED HEREBY.

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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.

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<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions (1) Company (2)
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<S> <C> <C> <C>
Per Share.............................. $12.00 $0.84 $11.16
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Total (3).............................. $72,000,000 $5,040,000 $66,960,000
</TABLE>
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(1) The Company and certain stockholders of the Company (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) The Selling Stockholders have granted the several Underwriters 30-day
over-allotment options to purchase up to 900,000 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 $82,800,000, the total Underwriting Discounts and
Commissions will be $5,796,000, the total Proceeds to Company will be
$66,960,000 and the total Proceeds to Selling Stockholders will be
$10,044,000. See "Underwriting."

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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 June 22, 1998.

PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
WILLIAM BLAIR & COMPANY
RAYMOND JAMES & ASSOCIATES, INC.

June 17, 1998
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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 for a total of 46 locations.
. Global intends to enter new geographic markets by acquiring additional core
companies and expanding its core markets through the acquisition of smaller
companies. None of the Offering proceeds will be used to fund future
acquisitions. Certain acquisitions will require lender's consent.
. 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) reflects 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 Class C
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 completed in May 1998, and (iii) 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.

REDEMPTION OF CLASS A COMMON STOCK. In connection with and upon the
consummation of the Offering, each outstanding share of Class A Common Stock
will be redeemed (the "Class A Redemption") in exchange for a cash payment
equal to (a) the original purchase price per share of Class A Common Stock
($90) plus (b) yield equal to 8.0% per annum from the time of purchase through
May 31, 1998 plus a pro rata number of shares of Common Stock representing in
the aggregate the entitlement of the holders of Class A Common Stock to receive
10% of the pre-Offering value of the Company (approximately 3.41 shares of
Common Stock per share of Class A Common Stock). The Company will use
approximately $35,570,000 of the net proceeds of the Offering, and will issue
1,158,329 shares of Common Stock, to effect the Class A Redemption. Golder,
Thoma, Cressey, Rauner Fund IV Limited Partnership ("FUND IV") and Jackson
National Life Insurance Company ("JNL"), affiliates of the Company, will
receive approximately $23,191,000 and $3,833,000, respectively, and 738,294 and
130,233 shares of Common Stock, respectively, and 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 of Common Stock, respectively, in connection with the Class
A Redemption. Except as otherwise indicated herein, the information in this
Prospectus assumes the Class A Redemption will be effected. See "Risk Factors--
Benefits of the Offering to Existing Stockholders" and "Certain Transactions--
The Recapitalization."

THE COMPANY

Global Imaging Systems is a 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 or "document technology systems"), as well as network
integration and management services. Since its founding in June 1994, the
Company has acquired 24 companies primarily in the Northeast, Southeast, and
Pacific Northwest, of which nine are "core" companies, at which all
administrative functions are concentrated, and the remaining 15 are "satellite"
companies whose administrative functions have been transferred to, and 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. The Company's revenues grew
from $37.0 million for the year ended March 31, 1996 to $164.4 million for the
year ended March 31, 1998. Pro forma revenues for the year ended March 31, 1998
were $215.4 million.

3
<PAGE>

Operating results improved from a net loss of $192,000 for the fiscal year
ended March 31, 1996 to net income of $4.5 million for the fiscal year ended
March 31, 1998. Pro forma net income for the fiscal year ended March 31, 1998
was $3.7 million. At March 31, 1998 the Company had a pro forma net tangible
book value (net tangible assets less total liabilities and equity attributable
to the Class A Common Stock, as adjusted for the Class A Redemption) of
negative $98.0 million, and a pro forma retained earnings deficit (as adjusted
for the Class A Redemption) of $354,000.

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.

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.

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. The Company believes that
the black and white copier and related service and supplies market generated
sales of approximately $21.9 billion in the U.S. in 1996, and is expected to
grow to an estimated $31.2 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 consulting and integration services
market generated sales in the U.S. of approximately $5.8 billion in 1996 and is
expected to grow to approximately $12.4 billion in sales by 2001, according to
International Data Corporation. The network management services market (as a
discrete segment) generated sales of approximately $1.5 billion in the U.S. in
1996, and is expected to grow to approximately $3.7 billion in sales by 2001,
according to International Data Corporation. The markets for electronic
presentation systems and document technology systems generated sales estimated
at approximately $719 million and $4.7 billion, respectively, in the U.S. in
1996, and are expected to grow to an estimated $1.5 billion and $14.7 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:

4
<PAGE>

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. The Company believes that as and to the extent it
becomes engaged in these markets, an increasing percentage of the Company's
revenues and gross profits will be derived from sales of equipment and
supplies, which typically have lower gross profit margins than sales of service
and rentals.

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.

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, 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.

5
<PAGE>

THE OFFERING

<TABLE>
<C> <S>
Common Stock Offered Hereby........................ 6,000,000 shares
Common Stock to be Outstanding after the Offering.. 17,583,639 shares (1)
Use of Proceeds.................................... 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."
Nasdaq National Market symbol...................... GISX
</TABLE>
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(1) Does not include an aggregate of 1,820,000 shares reserved for grants or
purchases under the Company's 1998 Stock Option and Incentive Plan,
including 519,750 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. Of these,
options to purchase 250, 20,250, 10,250, 10,250 and 5,250 shares,
respectively, will be issued to Messrs. Johnson, Berney, Schilling, Mueller
and Vieira. See "Management--1998 Stock Option and Incentive 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."

6
<PAGE>

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

<TABLE>
<CAPTION>
INCEPTION
(JUNE 3, 1994) FISCAL YEAR ENDED
TO MARCH 31, MARCH 31,
-------------- ------------------------------------
PRO FORMA
1998
1995 1996 1997 1998 (1)(2)
-------------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Total revenues............ $10,276 $36,966 $64,093 $164,375 $215,377
Total costs and operating
expenses................. 10,530 34,842 58,773 149,261 198,724
------- ------- ------- -------- --------
Income (loss) from
operations............... (254) 2,124 5,320 15,114 16,653
Net income (loss)......... $ (629) $ (192) $ 1,123 $ 4,453 $ 3,707
======= ======= ======= ======== ========
Net income (loss)
available to holders of
Common Stock (3)......... $ (819) $(1,215) $ (279) $ 2,011 $ 768
======= ======= ======= ======== ========
Earnings (loss) per common
share (basic and diluted)
(3)...................... $ (0.15) $ (0.15) $ (0.03) $ 0.21 $ 0.07
======= ======= ======= ======== ========
Weighted average number of
shares (basic and
diluted) (4)............. 5,331 8,018 8,729 9,805 10,425
======= ======= ======= ======== ========
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1998
------------------------
ACTUAL AS ADJUSTED (5)
-------- ---------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................................ $ 24,255 $ 24,255
Total assets........................................... 164,342 164,342
Long-term debt, including current maturities........... 97,485 68,095
Total stockholders' equity............................. 38,248 67,639
</TABLE>
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(1) Gives effect to the Company's acquisitions of 12 companies during fiscal
1998 as if they had been completed on April 1, 1997. See "Selected Pro
Forma Financial Data."
(2) Excludes adjustments relating to certain identifiable personnel cost
savings resulting from the elimination of certain service, sales and
administrative positions; reductions to current compensation levels of
former owners of the businesses acquired by the Company; improved
purchasing terms and reduced administrative expenses.

(3) Reflects adjustments for amounts payable upon a sale of the Company or an
initial public offering to holders of Class A Common Stock equivalent to an
8.0% annual yield on the original per share amount of $90, and for 1998,
the accretion of the difference between the redemption value of the Class A
Common Stock and the value allocated to the stock, accreted from January
1998 to the date of the initial public offering.
(4) Assumes the conversion of the outstanding shares of Class C Common Stock
into Common Stock. See also, "Selected Pro Forma Financial Data."

(5) Gives effect to the Offering and the application of the net proceeds
therefrom. See "Selected Pro Forma Financial Data" and "Use of Proceeds."

7
<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 connection
with 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; RECOVERABILITY OF GOODWILL. 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 acquisitions with an
individual purchase price in excess of $2 million, or an aggregate purchase
price in excess of $5 million in any fiscal year. 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

8
<PAGE>

conducts due diligence and 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 goodwill amortization charges have and will continue to have a material
adverse effect on the Company's results of operations over the foreseeable
future. The Company amortizes goodwill on a straight-line basis over periods
ranging from 20 to 40 years. If the projected operating cash flows derived
from an acquired business are less than the carrying value of the goodwill
resulting from its acquisition, the Company will recognize impairment,
reducing the Company's profitability. 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. These
are product and service segments in which the Company has relatively 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.

9
<PAGE>

("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 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 that may not be renewed by
the supplier on 30 days notice and that may be terminated by the supplier upon
notice (i) in the event that the Company does not meet minimum purchase quotas
or certain other requirements or (ii) under certain other circumstances,
including a change in the Company's ownership. Although the consummation of
the Offering may qualify as such a change in the Company's ownership, the
Company does not anticipate that its suppliers will terminate their agreements
with the Company as a result of the Offering. 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 of electronic presentation equipment nationwide by the year 2000.
During the twelve month period ended December 31, 1997, sales of electronic
presentation equipment by Sharp, InFocus and Proxima accounted for 6.0%, 2.2%
and 2.3%, respectively, of the Company's revenues. 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 CHIEF EXECUTIVE OFFICER. The success of Global is
substantially dependent on the efforts and ability of Thomas S. Johnson, its
President and Chief Executive Officer. Mr. Johnson is employed under an
Executive Agreement that renews automatically each August for one-year periods
unless otherwise terminated by either party upon 30 days notice. The Company
maintains key-man life insurance on Mr. Johnson. The loss or interruption of
the services of Mr. Johnson could have a material adverse effect upon Global's
results of operations and financial condition.

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

10
<PAGE>

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. 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 net 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.

11
<PAGE>

At March 31, 1998 approximately $97.3 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 March
31, 1998 was $2.9 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 33% and 50% of the
Company's revenues, respectively, on a pro forma basis for the fiscal year
ended March 31, 1998. 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 54.7% of the Company's Common Stock, and
Golder, Thoma, Cressey, Rauner Inc. ("Golder, Thoma, Cressey, Rauner"),
through its affiliation with FUND IV, will beneficially own 40.5% of the
Company's Common Stock. Accordingly, the Company's executive officers and
directors and their affiliates, particularly Golder, Thoma, Cressey, Rauner,
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. Current stockholders and,
if the over-allotment options are exercised, the Selling Stockholders will
significantly benefit from this Offering. Certain of the

12
<PAGE>

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. FUND IV and JNL will receive approximately $23,191,000 and
$3,833,000, respectively, and 738,294 and 130,233 shares of Common Stock,
respectively, as a result of the Class A Redemption. 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 of Common Stock, respectively, in connection
with the Class A Redemption. See "Certain Transactions--The Recapitalization."
In addition, the Selling Stockholders will receive $10,044,000 if the
Underwriters' over-allotment options are exercised in full in net proceeds
from the Offering. 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 of $13.79 per share in the pro forma net
tangible book value of their Common Stock from the initial public offering
price. Without taking into account any changes in the net tangible book value
after March 31, 1998, other than to give effect to (1) 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 and (2) the sale of 6,000,000
shares of Common Stock in the Offering 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 March 31, 1998 would have been $(31,497,486). In
addition, 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 17,583,639 shares of Common Stock
outstanding, of which the 6,000,000 shares offered hereby (6,900,000 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 11,583,639 shares of Common Stock outstanding (10,683,639 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 10,900,000 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 Rule 144. The
remaining approximately 680,000 shares will be eligible for sale upon the
expiration of their respective holding

13
<PAGE>

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. 11,570,847 of the Restricted Shares
(10,670,847 if the Underwriters' over-allotment options are exercised in full)
are subject to such lock-up agreements. 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 1,820,000 shares of Common
Stock issuable under its 1998 Stock Option and Incentive Plan (the "Stock
Plan"). Of the 1,820,000 shares issuable under the Stock Plan, no shares were
subject to outstanding options as of March 31, 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--1998 Stock Option
and Incentive Stock Plan" and "Shares Eligible for Future Sale."

The holders of approximately 11,583,639 shares of Common Stock (10,683,639
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 has been
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 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.

14
<PAGE>

USE OF PROCEEDS

The net proceeds from this Offering are approximately $64,960,000 after
deducting underwriting discounts and commissions and estimated Offering
expenses payable by the Company.

The Company intends to use approximately $29,390,000 of the 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 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 has entered
into a Commitment Letter with First Union National Bank ("First Union")
pursuant to which the Company expects it will obtain a $175 million revolving
credit facility (the "Replacement Facility") after the closing of the Offering
which will bear interest at rates ranging from 0.625% to 1.5% over LIBOR or,
at the Company's option, ranging from 0.0% to 0.5% over a base rate related to
prime rate. The Company plans to borrow approximately $67,862,000 under the
Replacement Facility to pay off the balance of the Credit Facility. See "Risk
Factors--Need for Substantial Additional Funds; Highly Leveraged Capital
Structure" and "--Credit Facility Prepayment Fee."

No portion of the net proceeds will be used to pay for future acquisitions
by the Company. 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."

15
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of March
31, 1998: (i) on an actual basis as adjusted for a 132-for-1 stock split of
the Company's Common Stock and Class C 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 effected in May 1998; (ii) on an as adjusted basis to give
effect to the sale by the Company of the 6,000,000 shares offered hereby at
the initial public offering price of $12.00 per share and the application of
the net proceeds therefrom as described under "Use of Proceeds," the
redemption of all of the outstanding shares of Class A Common Stock including
the payment of the cumulative unpaid yield on the 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>
MARCH 31, 1998
---------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt, including current maturities......... $ 97,485 $ 68,095
Stockholders' equity:
Common Stock, $.01 par value: 50,000,000 shares
authorized; 9,521,058 shares issued and
outstanding, actual; 17,583,639 shares issued and
outstanding, as adjusted (1)...................... 95 176
Preferred Stock, $.01 par value: 10,000,000 shares
authorized; no shares issued and outstanding,
actual and as adjusted............................ -- --
Class A Common Stock, $.01 par value: 400,000
shares authorized; 339,945.071 shares issued and
outstanding, actual; no shares issued and
outstanding, as adjusted.......................... 3 --
Class C Common Stock, $.01 par value: 905,000
shares authorized; 904,252 shares issued and
outstanding, actual; no shares issued and
outstanding, as adjusted.......................... 9 --
Additional paid-in capital......................... 33,618 68,048
Retained earnings (deficit) (2).................... 4,754 (354)
Stockholder receivables............................ (231) (231)
-------- --------
Total stockholders' equity....................... 38,248 67,639
-------- --------
Total capitalization........................... $135,733 $135,734
======== ========
</TABLE>
- - --------
(1) Excludes 519,750 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.
(2) Retained earnings (deficit) has been reduced on an as adjusted basis to
reflect the payment of the cumulative unpaid yield on the Class A Common
Stock redeemed in connection with the Offering.

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<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 March 31, 1998 attributable to Common Stock was
$(97,957,486), or $(8.46) 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 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 March 31, 1998, other than to
give effect to the sale of 6,000,000 shares of Common Stock by the Company in
the Offering 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
March 31, 1998 would have been $(31,497,486), or $(1.79) per share. See Note
12 of Notes to Consolidated Financial Statements. This represents an immediate
increase in pro forma net tangible book value of $6.67 per share to existing
stockholders and an immediate and substantial dilution in pro forma net
tangible book value of $13.79 per share to purchasers of Common Stock in the
Offering. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price............................... $12.00
Pro forma net tangible book value as of March 31, 1998.... $(8.46)
Increase attributable to new investors.................... 6.67
------
Pro forma net tangible book value after the Offering........ (1.79)
------
Dilution to new investors................................... $13.79
======
</TABLE>

The following table summarizes, as of March 31, 1998, 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:

<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 65.9% $ 872,724 1.2% $ 0.08
New investors (1)........ 6,000,000 34.1 72,000,000 98.8 12.00
---------- ----- ----------- -----
Total.................. 17,583,639 100.0% $72,872,724 100.0%
========== ===== =========== =====
</TABLE>
- - --------

(1) Does not include 519,750 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.

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, 1997 and 1998 and the balance sheet data as of
March 31, 1995, 1996, 1997 and 1998 are derived from the Consolidated
Financial Statements of the Company which have been audited by Ernst & Young
LLP, independent certified public accountants. 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>
INCEPTION FISCAL YEAR ENDED
(JUNE 3, 1994) MARCH 31,
TO MARCH 31, --------------------------
1995 1996 1997 1998
-------------- ------- ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
Equipment and supply sales..... $ 6,541 $20,561 $41,200 $121,316
Service and rental revenues.... 3,735 16,405 22,893 43,059
------- ------- ------- --------
Total revenues.................. 10,276 36,966 64,093 164,375
Costs and operating expenses:
Cost of equipment and supply
sales......................... 4,193 13,456 27,087 85,972
Service and rental costs....... 1,885 8,303 11,467 21,594
Selling, general and
administrative expenses....... 4,123 11,687 18,280 38,619
Intangible asset amortization.. 329 1,396 1,939 3,076
------- ------- ------- --------
Total costs and operating
expenses....................... 10,530 34,842 58,773 149,261
------- ------- ------- --------
Income (loss) from operations... (254) 2,124 5,320 15,114
Interest expense................ 375 2,041 3,190 6,713
------- ------- ------- --------
Income (loss) before income
taxes.......................... (629) 83 2,130 8,401
Income taxes.................... 0 275 1,007 3,948
------- ------- ------- --------
Net income (loss)............... (629) (192) 1,123 4,453
Yield adjustment on Class A
Common Stock (1)............... (190) (1,023) (1,402) (2,442)
------- ------- ------- --------
Net income (loss) available to
holders of Common Stock........ $ (819) $(1,215) $ (279) $ 2,011
======= ======= ======= ========
Earnings (loss) per share (basic
and diluted)................... $ (0.15) $ (0.15) $ (0.03) $ 0.21
======= ======= ======= ========
Weighted average number of
shares used in the calculation
(2)........................... 5,331 8,018 8,729 9,805
======= ======= ======= ========
<CAPTION>
MARCH 31,
-----------------------------------------
1995 1996 1997 1998
-------------- ------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Working capital................. $ 2,901 $ 5,038 $ 9,655 $ 24,255
Total assets.................... 32,229 43,675 68,990 164,342
Long-term debt, including
current maturities............. 22,836 21,831 36,873 97,485
Total stockholders' equity...... 4,344 15,232 19,796 38,248
</TABLE>
- - --------

(1) Reflects adjustments for amounts payable upon a sale of the Company or an
initial public offering to holders of Class A Common Stock equivalent to
an 8.0% annual yield on the original per share amount of $90, and for
1998, the accretion of the difference between the redemption value of the
Class A Common Stock and the value allocated to the stock, accreted from
January 1998 to the date of the initial public offering.
(2) Assumes the conversion of the outstanding shares of Class C Common Stock
into Common Stock.

18
<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, 1998 gives effect to the Company's acquisition
of 12 companies acquired during the 1998 fiscal year as if they had occurred
on April 1, 1997.

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
MARCH 31, 1998
-----------------
(IN THOUSANDS,
EXCEPT PER SHARE
DATA)
<S> <C>
PRO FORMA STATEMENT OF OPERATIONS DATA:
Revenues:
Equipment and supply sales................................... $158,476
Service and rental revenues.................................. 56,901
--------
Total revenues................................................ 215,377
Costs and operating expenses:
Cost of equipment and supply sales........................... 111,788
Service and rental costs..................................... 28,779
Selling, general and administrative expenses................. 54,052
Intangible asset amortization................................ 4,105
--------
Total costs and operating expenses............................ 198,724
--------
Income from operations (1).................................... 16,653
Interest expense.............................................. 9,311
--------
Income before income taxes.................................... 7,342
Income taxes.................................................. 3,635
--------
Net income.................................................... 3,707
Yield adjustment on Class A Common Stock (2).................. (2,939)
--------
Net income available to holders of Common Stock............... $ 768
========
Earnings per share (basic and diluted)........................ $ 0.07
========
Weighted average number of shares used in the calculation
(3)........................................................ 10,425
========
</TABLE>
- - --------
(1) Excludes adjustments relating to certain identifiable personnel cost
savings resulting from the elimination of certain service, sales and
administrative positions; reductions to current compensation levels of
former owners of the businesses acquired by the Company; improved
purchasing terms and reduced administrative expenses.

(2) Reflects adjustments for amounts payable upon a sale of the Company or an
initial public offering to holders of Class A Common Stock equivalent to
an 8.0% annual yield on the original per share amount of $90, and for
1998, the accretion of the difference between the redemption value of the
Class A Common Stock and the value allocated to the stock, accreted from
January 1998 to the date of the initial public offering.
(3) Assumes the conversion of outstanding shares of Class C Common Stock into
Common Stock.

19
<PAGE>

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

The following discussion should be read in conjunction with "Selected
Financial Data" and "Selected Pro Forma Financial Data," the Consolidated
Financial Statements and the related Notes thereto, the Unaudited Pro Forma
Consolidated Financial Data 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 for the year ended March 31, 1998 include
adjustments made to reflect: (i) amortization expense to reflect financing
fees, goodwill and non-compete agreements recorded as a result of purchase
accounting; (ii) interest expense resulting from increased borrowings to fund
the cash portion of the purchase price for the businesses acquired; and
(iii) 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 pro forma results exclude adjustments relating to: (i) certain
identifiable personnel cost savings resulting from the elimination of certain
service, sales and administrative positions, net of additional expenses
related to positions added in connection with the Company's acquisitions of
the Acquired Businesses; (ii) reduced expenses to reflect the current
compensation levels of former owners of the Acquired Businesses; (iii)
improved purchasing terms; and (iv) reduced administrative expenses.
Management believes that the cost efficiencies achieved are sustainable and
expects they will continue. The Company's incremental costs to assimilate
Acquired Businesses are usually incurred within several months of the
acquisition date and are not significant.

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

20
<PAGE>

from the sale of complementary supplies, parts and services are also affected
by equipment sales and rental volumes.

As the Company acquires businesses, the percentage of its revenues derived
from sales of equipment and supplies, as opposed to service and rentals,
fluctuates according to whether the businesses acquired are automated office
equipment dealers (which typically derive a higher percentage of revenues from
service and rentals) or are network integrators or electronic presentation
systems or DIM systems dealers (which typically derive a higher percentage of
revenues from sales of equipment and supplies). Generally, sales of equipment
and supplies have lower gross profit margins than sales of service and
rentals. The Company expects that, over time, it will increasingly become
engaged in the network integration, electronic presentation systems and DIM
systems markets and, accordingly, a larger percentage of its revenues and
gross profits will be derived from the sale of equipment and supplies.

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.

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
MARCH 31,
-------------------------------
PRO FORMA
1996 1997 1998 1998
----- ----- ----- ---------
<S> <C> <C> <C> <C>
Equipment and supplies
sales.................. 55.6% 64.3% 73.8% 73.6%
Service and rental
revenues............... 44.4 35.7 26.2 26.4
----- ----- ----- -----
Total revenues.......... 100.0 100.0 100.0 100.0
Cost of goods sold...... 58.9 60.2 65.4 65.3
----- ----- ----- -----
Gross profit............ 41.1 39.8 34.6 34.7
Selling, general, and
administrative
expenses............... 31.6 28.5 23.5 25.1
Intangible asset
amortization........... 3.8 3.0 1.9 1.9
----- ----- ----- -----
Income from operations.. 5.7 8.3 9.2 7.7
Interest expense........ 5.5 5.0 4.1 4.3
----- ----- ----- -----
Income (loss) before
income taxes........... 0.2 3.3 5.1 3.4
Income taxes............ 0.7 1.5 2.4 1.7
----- ----- ----- -----
Net income (loss)....... (0.5)% 1.8% 2.7% 1.7%
===== ===== ===== =====
</TABLE>

Fiscal Year Ended March 31, 1998 Compared to Fiscal Year Ended March 31, 1997

Revenues

Total revenues increased 156.5% from $64.1 million for the fiscal year ended
March 31, 1997 to $164.4 million for the fiscal year ended March 31, 1998. The
majority of the revenue growth was attributable to the acquisition of
businesses during 1997 and 1998, with the remainder coming from internal
growth. Pro forma revenues were $215.4 million for the fiscal year ended March
31, 1998.

Equipment and supplies sales increased 194.5% from $41.2 million, or 64.3%
of total revenues, for the fiscal year ended March 31, 1997 to $121.3 million,
or 73.8% of total revenues, for the fiscal year ended March 31, 1998.
Equipment and Supply sales were $158.5 million, or 73.6% of total revenues for
the pro forma year ended

21
<PAGE>

March 31, 1998. The equipment component of sales of the businesses acquired in
1997 and 1998 was a larger portion of total revenues than for the Company's
existing businesses.

Service and rental revenues increased 88.1%, from $22.9 million, or 35.7% of
total revenues for the fiscal year ended March 31, 1997 to $43.1 million, or
26.2% of total revenues, for the fiscal year ended March 31, 1998. Pro forma
service and rental revenues were $56.9 million, or 26.4% of total pro forma
revenues, for the fiscal year ended March 31, 1998, consistent with the change
in the revenue mix described above.

Gross Profit

Total gross profit increased 122.4% from $25.5 million, or 39.8% of total
revenues, for the fiscal year ended March 31, 1997 to $56.8 million, or 34.6%
of total revenues, for the fiscal year ended March 31, 1998. The change in
total gross profit margins from year to year was due to the change in the
revenue mix. Office equipment dealers typically derive a higher percentage of
total revenues from service and rentals, while network integration and
electronic presentation systems and DIM systems dealers derive a higher
percentage of total revenues from sales of equipment and supplies. The
equipment component of sales of the businesses acquired in 1997 and 1998
accounted for a larger portion of total revenues than the Company's existing
businesses. Sales of equipment and supplies generally generate lower gross
profit margins than service and rental revenues. Combined service and rental
gross profit margins were 49.9% for the fiscal year ended March 31, 1997 and
for the fiscal year ended March 31, 1998.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 111.3% from $18.3
million, or 28.5% of revenues, for the fiscal year ended March 31, 1997 to
$38.6 million, or 23.5% of revenues, for the fiscal year ended March 31, 1998.
The increase in expenses was primarily due to the acquisition of businesses in
1997 and 1998. 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 by 156.5%
without a proportionate increase in selling, general, and administrative
expenses.

Intangible Asset Amortization

For the fiscal years ended March 31, 1997 and 1998, asset amortization was
$1.9 million and $3.1 million, respectively. Asset amortization includes the
amortization of goodwill and non-compete agreements from acquisitions.

Income From Operations

Income from operations increased 184.1% from $5.3 million, or 8.3% of total
revenues, for the fiscal year ended March 31, 1997 to $15.1 million, or 9.2%
of total revenues, for the fiscal year ended March 31, 1998. Pro forma income
from operations was $16.7 million, or 7.7% of revenues, for the fiscal year
ended March 31, 1998.

Interest Expense

Interest expense increased 110.5%, from $3.2 million for the fiscal year
ended March 31, 1997 to $6.7 million for the fiscal year ended March 31, 1998.
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 1997 and 1998. Interest expense includes the
amortization of financing fees incurred in connection with the JNL Credit
Facility.

Income Taxes

The provision for income taxes was $1.0 million for the fiscal year ended
March 31, 1997 and $3.9 million for the fiscal year ended March 31, 1998. The
increase in income taxes was primarily due to increased pre-tax

22
<PAGE>

income resulting from the inclusion of businesses acquired during 1997 and
1998. The effective income tax rate decreased slightly from 47.3% for the
fiscal year ended March 31, 1997 to 47.0% for the fiscal year ended March 31,
1998. The effective income tax rate for 1997 and 1998 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, 1997 and March 31, 1998. See Note 8 of
Notes to Consolidated Financial Statements.

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.

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. 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.

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.

23
<PAGE>

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.

QUARTERLY RESULTS OF OPERATIONS

The following table presents selected consolidated financial information for
each of the Company's last six 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, MARCH 31,
1996 1997 1997 1997 1997 1998
------------ --------- -------- ------------- ------------ ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Equipment and supply
sales................. $12,588 $13,697 $15,182 $30,543 $34,790 $40,801
Service and rental rev-
enues................. 5,957 6,282 6,730 10,860 11,925 13,544
------- ------- ------- ------- ------- -------
Total revenues.......... 18,545 19,979 21,912 41,403 46,715 54,345
Costs and operating ex-
penses:
Cost of equipment and
supply sales.......... 8,436 9,105 10,273 22,363 24,851 28,485
Service and rental
costs................. 2,996 3,193 3,304 5,216 5,973 7,101
Selling, general and
administrative
expenses.............. 5,013 5,544 5,502 9,460 10,856 12,802
Intangible asset amor-
tization.............. 526 536 563 753 843 917
------- ------- ------- ------- ------- -------
Total costs and operat-
ing expenses........... 16,971 18,378 19,642 37,792 42,523 49,305
------- ------- ------- ------- ------- -------
Income from operations.. 1,574 1,601 2,270 3,611 4,192 5,040
Interest expense........ 780 863 938 1,616 1,980 2,178
------- ------- ------- ------- ------- -------
Income before income
taxes.................. 794 738 1,332 1,995 2,212 2,862
Income taxes............ 376 349 661 990 1,099 1,198
------- ------- ------- ------- ------- -------
Net income.............. 418 389 671 1,005 1,113 1,664
Yield adjustment on
Class A Common Stock
(1).................... (376) (373) (382) (434) (533) (1,093)
------- ------- ------- ------- ------- -------
Net income available to
holders of Common
Stock.................. $ 42 $ 16 $ 289 $ 571 $ 580 $ 571
======= ======= ======= ======= ======= =======
Earnings per share
(basic and diluted).... $ 0.00 $ 0.00 $ 0.03 $ 0.06 $ 0.06 $ 0.06
======= ======= ======= ======= ======= =======
Weighted average number
of shares used in
calculation (2)........ 9,020 9,092 9,315 9,549 9,959 10,404
======= ======= ======= ======= ======= =======
</TABLE>
- - --------

(1) Reflects adjustments for amounts payable upon a sale of the Company or an
initial public offering to holders of Class A Common Stock equivalent to
an 8.0% annual yield on the original per share amount of $90, and for
1998, the accretion of the difference between the redemption value of the
Class A Common Stock and the value allocated to the stock, accreted from
January 1998 to the date of the initial public offering.
(2) Assumes conversion of the outstanding shares of Class C Common Stock into
Common Stock.

24
<PAGE>

The following table sets forth selected consolidated financial information
as a percentage of total revenues for each of the Company's last six fiscal
quarters.

<TABLE>
<CAPTION>
QUARTERS ENDED
--------------------------------------------------------------------
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31,
1996 1997 1997 1997 1997 1998
------------ --------- -------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Equipment and supply
sales................. 67.9% 68.6% 69.3% 73.8% 74.5% 75.1%
Service and rental rev-
enues................. 32.1 31.4 30.7 26.2 25.5 24.9
----- ----- ----- ----- ----- -----
Total revenues.......... 100.0 100.0 100.0 100.0 100.0 100.0
Costs and operating ex-
penses:
Cost of equipment and
supply sales.......... 45.5 45.6 46.9 54.0 53.2 52.4
Service and rental
costs................. 16.2 16.0 15.1 12.6 12.8 13.1
Selling, general and
administration
expenses.............. 27.0 27.7 25.1 22.9 23.2 23.5
Intangible asset amor-
tization.............. 2.8 2.7 2.5 1.8 1.8 1.7
----- ----- ----- ----- ----- -----
Total costs and
operating expenses..... 91.5 92.0 89.6 91.3 91.0 90.7
----- ----- ----- ----- ----- -----
Income from operations.. 8.5 8.0 10.4 8.7 9.0 9.3
Interest expense........ 4.2 4.3 4.3 3.9 4.2 4.0
----- ----- ----- ----- ----- -----
Income before income
taxes.................. 4.3 3.7 6.1 4.8 4.8 5.3
Income taxes............ 2.0 1.7 3.0 2.4 2.4 2.2
----- ----- ----- ----- ----- -----
Net income ............. 2.3% 2.0% 3.1% 2.4% 2.4% 3.1%
===== ===== ===== ===== ===== =====
</TABLE>

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 March 31, 1998, $97.3
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, amendments to the Company's Certificate of
Incorporation or Bylaws, dividend payments, sales of stock or assets or the
incurrence of additional debt by the Company or its Subsidiaries.

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 terms of a commitment letter the Company has entered into
with First Union (the "Commitment Letter"), First Union has committed to
provide or arrange a $175 million revolving credit facility to the Company
(the "Replacement Facility"). The Replacement Facility will bear interest at
rates ranging from 0.625% to 1.5% over LIBOR or, at the Company's option,
ranging from 0.0% to 0.5% over a base rate related to prime rate, and will
vary according to the Company's ratio of its total funded debt to earnings
before interest, taxes, depreciation and amortization. Amounts borrowed under
the Replacement Facility may be repaid and reborrowed over the life of the
Replacement Facility, with a final maturity date of five years after the
closing of the Replacement Facility. The terms of the Replacement Facility
will require strict compliance with numerous affirmative, negative and
financial covenants similar to those found in the Credit Agreement with JNL.
Pursuant to the Commitment Letter, amounts borrowed under the Replacement
Facility may be used to refinance amounts owed to JNL, and to fund working
capital and general corporate purposes, including acquisitions, subject to
prior lender approval in the case of acquisitions with a cash purchase price
of over $15 million or an aggregate price (cash, stock or other consideration)
of over $40 million.

25
<PAGE>

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 the Replacement Facility
or another 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 $2.9 million at March 31, 1998.

Under the terms of one of its purchase agreements, the Company may be
required to make payments of up to $3.0 million over the next four years to
certain former owners of the Acquired Business based on the profitability of
the Acquired Business during such time period.

For the fiscal year ended March 31, 1998 the net cash provided by operations
was $5.8 million and for the fiscal year ended March 31, 1997 the net cash
provided by operations was $4.3 million. For the year ended March 31, 1998 and
for the year ended March 31, 1997 the Company's net cash used in investing
activities was $71.9 million and $19.0 million, respectively, primarily for
the purchase of Acquired Businesses. For the year ended March 31, 1998 and the
year ended March 31, 1997, the Company's net cash provided by financing
activities was $69.6 million and $15.2 million, respectively. Net cash
provided by financing activities consists of equity capital provided by FUND
IV, 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 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.

26
<PAGE>

BUSINESS

Global Imaging Systems is a 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 or "document technology systems"), as well as network
integration and management services. Since its founding in June 1994, the
Company has acquired 24 companies primarily in the Northeast, Southeast, and
Pacific Northwest, of which nine are "core" companies, at which all
administrative functions are concentrated, and the remaining 15 are
"satellite" companies whose administrative functions have been transferred to,
and 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.

27
<PAGE>

Certain information regarding the nine current core companies, including pro
forma revenues for the fiscal year ended March 31, 1998, 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 $ 9,292 1 July 1994/
Inc. Mar. 1985
Conway Office Products, Upper New England, $43,743 4 Jan. 1995/
Inc. Upstate New York, Apr. 1976
Eastern Massachusetts
Berney, Inc. Alabama, Mississippi, $14,056 3 Feb. 1995/
Florida Panhandle June 1964
Amcom Office Systems Western $13,140 2 Feb. 1996/
Pennsylvania Jan. 1978
Copy Service & Supply, North Carolina, $ 5,912 0 July 1996/
Inc. South Carolina Jan. 1984
Southern Business Georgia, Florida, $24,546 1 Nov. 1996/
Communications, Inc. Tennessee, Mar. 1981
Washington D.C.,
Maryland, Virginia
Electronic Systems, Inc. Virginia, $63,267 1 July 1997/
Washington D.C. Aug. 1980
Quality Business Pacific Northwest $19,128 2 Sept. 1997/
Systems, Inc. Feb. 1986
Connecticut Business Western Massachusetts, $22,293 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. The Company believes that
the black and white copier and related service and supplies market generated
sales of approximately $21.9 billion in the U.S. in 1996, and is expected to
grow to an estimated $31.2 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 consulting and integration services
market generated sales in the U.S. of approximately $5.8 billion in 1996 and
is expected to grow to approximately $12.4 billion by 2001, according to
International Data Corporation. The network management services market (as a
discrete segment) generated sales of approximately $1.5 billion in the U.S. in
1996, and is expected to grow to approximately $3.7 billion in sales by 2001,
according to International Data Corporation. The markets for electronic
presentation systems and document technology systems generated sales estimated
at approximately $719 million and $4.7 billion, respectively, in the U.S. in
1996, and are expected to grow to an estimated $1.5 billion and $14.7 billion
in sales in 2001, according to Pacific Media Associates and AIIM
International, respectively.

28
<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

29
<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:

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.
The Company believes that as and to the extent it becomes engaged in these
markets, an increasing percentage of the Company's revenues and gross profits
will be derived from sales of equipment and supplies, which typically have
lower gross profit margins than sales of service and rentals. Additionally,
management believes that the Company has the opportunity to leverage its
infrastructure, customer base, and expertise by offering outsourced facilities
management services to its customers.

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. See
"Management." 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.

30
<PAGE>

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 document imaging management systems ("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:

<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------
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
. Color copiers (digital) . Smartboards . CD-ROM optical
. Technical support contracts storage products
. Duplicators . Video conferencing
(digital and analog) . Network equipment . Write once read many
maintenance ("WORM") disks and
. Facsimile machines contracts . Overhead projectors related equipment

. Printers (including color) . Training . Color printers . Related supplies

. Multi-function equipment . Internet services . Audio visual equipment . Related service
contracts
. Related supply and service . Related supplies
contracts . Related training
. Related service
contracts

. Point-of-sale training

- - ---------------------------------------------------------------------------------------------------------------
</TABLE>

31
<PAGE>

For the fiscal year ended March 31, 1998, 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 62%, 28%, 9% and 1%, 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. Most 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.

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 50,000 customers that
have purchased equipment or services in the past twelve months, on a pro forma
basis. 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

32
<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 twelve 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, on a pro forma basis (or 11% of such
purchases, historically).

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 that may be not be renewed by the
supplier on 30 days notice and that may be terminated by the supplier upon
notice (i) in the event that the Company does not meet minimum purchase
quotas, or certain other requirements or (ii) under certain other
circumstances, including a change in the Company's ownership. Although the
consummation of the Offering may qualify as such a change in the Company's
ownership, the Company does not anticipate that its suppliers will terminate
their agreements with the Company as a result of the Offering.

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, General Electric
Capital Corporation, Copelco Capital, Inc., and Tokai Financial Services,
Inc., 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.

33
<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.

34
<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......... 40 Director
William C. Kessinger..... 32 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 is the Managing Partner of Thoma Cressey Equity Partners,
a private equity investment company in Chicago, Illinois, Denver, Colorado and
San Francisco, California formed in December 1997 as a successor entity to
Golder, Thoma, Cressey, Rauner. Mr. Thoma co-founded and has been a Principal
and General Partner with Golder, Thoma, Cressey, Rauner in Chicago, Illinois,
since 1980 and has been a Managing Partner of Golder, Thoma, Cressey, Rauner
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 the acquisition of over 55 office equipment dealers since
1985, and has over 22 years of experience in acquiring and integrating
businesses. 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 is a Principal in GTCR Golder Rauner, LLC, a private
equity investment company in Chicago, Illinois formed in January 1998 as a
successor entity to Golder, Thoma, Cressey, Rauner. Mr. Kessinger joined
Golder, Thoma, Cressey, Rauner 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., Users, Inc. and National Computer
Print, 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.

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<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. In total, Mr. Schilling
has been involved in the acquisition of over 35 businesses and has over 16
years of experience in acquiring and integrating businesses. 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 a majority of the
outstanding Common Stock.

Pursuant to the terms of a Stockholders Agreement among FUND IV, 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 FUND IV and one designee of JNL. These
provisions of the Stockholders Agreement will terminate upon the consummation
of the Offering. Messrs. Thoma, Kessinger and Berney are currently serving as
the director designees of FUND IV, and Mr. Gorchow is the director designee of
JNL. 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.

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<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

All directors of the Company are entitled to reimbursement for certain
expenses in connection with their attendance at Board and committee meetings.
Non-employee directors other than Carl Thoma, William Kessinger, and Bruce
Gorchow will also receive a $1,500 fee for each meeting of the Board attended
by such directors. In addition, employee and non-employee directors are
eligible to receive awards under the Stock Plan. Options to purchase 20,250
shares and 250 shares of the Company's Common Stock have been approved for
issuance to Neal Berney and Thomas Johnson, respectively, 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. No options have been
approved for issuance to any other director of the Company. Currently, the
Company anticipates that non-employee directors of the Company, other than
Carl Thoma, William Kessinger, and Bruce Gorchow, will receive an option to
purchase 10,000 shares of Common Stock upon their initial election to the
Board, and an option to purchase 2,000 shares of Common Stock for each of the
following years during which he or she serves as a director. Each such option
is expected to be exercisable for a purchase price equal to the market value
of the underlying stock on the date of grant, to have a term of ten years and
to vest in five equal annual installments beginning on the first anniversary
of the date of grant. See "Management--1998 Stock Option and Incentive Plan."

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<PAGE>

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, 1998 exceeded
$100,000 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION RESTRICTED
-------------------- STOCK ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) AWARDS ($)(1) COMPENSATION ($)(2)
- - --------------------------- ----------- ---------- --------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
Thomas S. Johnson
President and Chief
Executive Officer..... 1998 $225,000 $105,060 $34,465 $4,125
1997 210,120 51,000 -- 1,831
Raymond Schilling
Vice President, Chief
Financial Officer,
Secretary and
Treasurer............. 1998 118,962 45,320 -- 1,168
1997 113,550 30,250 -- 336
Michael Mueller
Vice President, Chief
Operating Officer..... 1998 118,962 45,320 -- 3,505
1997 113,300 48,250 -- 1,332
Alfred N. Vieira
Vice President of
Service............... 1998 105,000 33,333 -- 984
</TABLE>
- - --------

(1) At March 31, 1998, Messrs. Johnson, Schilling, Mueller and Vieira held
209,948, 86,275, 69,019 and 138,038 restricted shares of Common Stock,
respectively, worth an aggregate of $2,505,052, $1,029,407, $823,523 and
$1,647,047. Valuations are based on the difference between the price paid
by the named executive officer for the restricted shares and the initial
public offering price of $12.00 per share.
(2) Consists of matching contributions to the Company's Savings Plan.

EXECUTIVE EMPLOYMENT AGREEMENTS

The Company and FUND 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 $250,000, $135,000, $135,000 and
$115,000, respectively, subject to periodic increases at the discretion of the
Board and are eligible for an annual bonus of up to 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
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. Johnson, Mr. Schilling, Mr. Mueller, and Mr.
Vieira are each entitled to

38
<PAGE>

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. Under his Executive Agreement, Mr. Johnson also 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 purchased 9,026 shares of the Company's Common Stock pursuant
to such right, subject to the Company's right to repurchase such shares in the
event the Offering is not consummated. The Executive Agreements provide the
Company with the right to repurchase shares of Common Stock purchased by an
Executive thereunder under certain circumstances relating to the termination
of his employment. The purchase price payable by the Company upon exercise of
its right of repurchase would be equal to the Executive's purchase price or
the fair market value of the shares, depending upon the length of the
Executive's service with the Company prior to termination of employment.
Following the Offering, the Company's right of repurchase under each Executive
Agreement will terminate as to a number of shares equal to 20% of the shares
purchased thereunder, multiplied by the number of years that have expired
since the date of the agreement.

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 or is affiliated with an entity that has purchased securities of the
Company. 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.

1998 STOCK OPTION AND INCENTIVE PLAN

The Company has adopted the 1998 Stock Option and Incentive Plan (the "Stock
Plan"), which authorizes the issuance of up to 1,820,000 shares of the
Company's Common Stock pursuant to stock options, restricted stock or
restricted stock units 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 or as restricted stock units,
and the maximum number of options that may be granted, and the maximum number
of shares of restricted stock or shares represented by restricted stock units
that may be awarded, under the Stock Plan to any eligible employee or
consultant during any calendar year is 400,000.

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, restricted stock and restricted stock units are
granted, the term, exercise price (which may not be less than the fair market
value of underlying shares on the date of grant), and vesting schedules of
options, the rate at which options may be exercised, and

39
<PAGE>

the conditions to vesting of awards of restricted stock and restricted stock
units. 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 or by cashless exercise using a broker acceptable to the Company.

As of the date of this Prospectus, options to purchase 519,750 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, including options to purchase 250 shares, 10,250 shares, 10,250
shares and 5,250 shares of Common Stock, respectively, approved for issuance
to Messrs. Johnson, Schilling, Mueller and Vieira. All of these options are
subject to vesting requirements based on continued employment (typically 20%
per year of employment). No shares subject to these options have vested or
will vest prior to 180 days following the date of this Prospectus. No other
options or other awards 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.

40
<PAGE>

CERTAIN TRANSACTIONS

THE RECAPITALIZATION

In connection with and upon the consummation of the Offering, each
outstanding share of Class A Common Stock will be redeemed in exchange for a
cash payment equal to (a) the original purchase price per share of Class A
Common Stock ($90) plus (b) yield equal to 8% per annum from the time of
purchase through May 31, 1998, provided that the Offering closes prior to June
30, 1998, plus a pro rata number of shares of Common Stock representing in the
aggregate the entitlement of the holders of Class A Common Stock to receive
10% of the pre-Offering value of the Company (approximately 3.41 shares of
Common Stock per share of Class A Common Stock). The redemption price, in cash
and Common Stock, for the shares of Class A Common Stock is based on the terms
of the Company's Amended and Restated Certificate of Incorporation, as
amended, and a Stockholders Agreement among the Company and its stockholders,
and is set forth in the Company's Amended and Restated Certificate of
Incorporation. The Company will use approximately $35,570,000 of the net
proceeds of the Offering to redeem all of the shares of Class A Common Stock.
In connection with the redemption, FUND IV, an affiliate of Golder, Thoma,
Cressey, Rauner 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 in addition to any
amounts it may receive as a Selling Stockholder. Carl Thoma and William
Kessinger, directors of the Company, are both principals of Golder, Thoma,
Cressey, Rauner, and Mr. Thoma is a general partner of Golder, Thoma, Cressey,
Rauner. 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 JNL may receive as a Selling Stockholder.
Messrs. Thoma, Kessinger and Gorchow do not hold any shares of Class A Common
Stock directly, and will not directly receive any of the cash or Common Stock
paid and issued to redeem the Class A Common Stock. 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 Class A
Redemption. If the Underwriters' over-allotment options are exercised in full,
FUND IV and JNL will receive an additional approximately $9,063,000 and
$993,000, respectively, in estimated net proceeds, and Messrs. Johnson and
Schilling will receive estimated net proceeds of approximately $617,000 and
$41,000, respectively. See "Use of Proceeds" and "Principal and Selling
Stockholders."

FOUNDING AGREEMENTS

The Company was founded in June 1994 by Thomas Johnson and FUND IV. In
connection with the formation of the Company, Mr. Johnson, Raymond Schilling,
FUND 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 FUND IV 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, FUND 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 FUND IV
and 157,819 shares of Common Stock to Mr. Johnson at a per share purchase
price of $0.08. In addition,

41
<PAGE>

FUND 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 Golder, Thoma, Cressey, Rauner.

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
FUND 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
all necessary or desirable actions in connection with an initial public
offering of the Company approved by FUND IV, including approving any amendment
to the Company's certificate of incorporation to provide for conversion of
shares of Class A Common Stock into Common Stock in the event that not all
shares of Class A Common Stock will be redeemed for cash, or any other
recapitalization advised by the underwriters and consistent with the terms of
the Company's certificate of incorporation; (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."

Global and Golder, Thoma, Cressey, Rauner entered into a consulting
agreement dated as of June 9, 1994 (the "Consulting Agreement"), pursuant to
which Golder, Thoma, Cressey, Rauner provides financial and management
consulting services to the Company. Under the Consulting Agreement, Golder,
Thoma, Cressey, Rauner 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 Golder,
Thoma, Cressey, Rauner's assistance in obtaining such capital. In fiscal years
1995, 1996, 1997 and 1998, the Company paid Golder, Thoma, Cressey, Rauner
management fees of $130,000, $200,000, $200,000 and $200,000, and placement
fees of $75,000, $390,000, $0 and $0, respectively. 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."

42
<PAGE>

In connection with the Company's obtaining the Credit Facility in August
1996, JNL received a financing fee of $1.6 million. Golder, Thoma, Cressey,
Rauner agreed to waive its 1.0% placement fee on the August 1996 debt capital
raised by the Company, because the majority of the work to obtain the
financing was performed by another party, which charged a 1.0% placement fee.

In November 1997 the Credit Agreement was amended and restated to increase
the amount of funds available under the Credit Facility to $120.0 million. In
connection with the amendment, the Company paid JNL a financing fee of
$800,000. The Company believes that the terms of the November 1997 Credit
Agreement amendment and placement fee were on terms no less favorable to it
than it could have obtained from unaffiliated third parties.

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. JNL, Global, FUND 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 FUND IV in the event that Mr. Johnson and FUND 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.

In November 1997, pursuant to JNL's rights under the Stockholders Agreement,
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.

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

In June 1997, FUND 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, FUND IV held discussions with the holder of
the minority interest in Capitol about 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. Global and Capitol do not
currently offer the same products and services in any shared geographic
market. In the absence of a business combination, the Company expects that
FUND IV, JNL, and members of the Company's management will sell their Capitol
stock and resign from Capitol's Board of Directors.

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 purchased an aggregate of 11.5% of the stock 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 were made on competitive terms and are evidenced by
promissory notes

43
<PAGE>

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 FUND IV, none of these
stockholders holds in excess of ten percent of the voting stock of Capitol. In
connection with the Capitol transaction, JNL 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 March 31, 1998, $112,500
in management fees have accrued 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 FUND 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.

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, 1997 and
1998 Berney, Inc. has paid $134,000, $141,000 and $169,000, 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.

44
<PAGE>

OTHER TRANSACTIONS

In April 1996, the Company facilitated the sale of 2,210 shares of Class A
Common Stock and 64,390 shares of Common Stock by a departing employee, at a
per share purchase price of $102.13 and $.08, respectively, to certain
investors, all of whom were employees of the Company. In connection with their
participation in the transaction, Neal Berney, Raymond Schilling, Michael
Mueller and Mr. Johnson's son Todd Johnson paid approximately $99,000, $5,600,
$10,000 and $5,000, respectively, and received 946.381, 54.167, 95.749 and
47.875 shares of Class A Common Stock and 27,573, 1,578, 2,789 and 1,394
shares of Common Stock, respectively.

In November 1997, the Company facilitated the sale of 1,083.333 shares of
Class A Common Stock and 31,563 shares of Common Stock by a departing
employee, at a per share purchase price of $102.17 and $.08, respectively, to
certain investors, all of whom were employees of or service providers to the
Company. As part of the Company's termination agreement with the departing
employee, the Company paid the employee an aggregate of approximately $1,400
to compensate for the difference between the sale price for the Common Stock
and the then-determined fair market value of such Common Stock. In connection
with the transaction, Raymond Schilling paid approximately $5,700 and received
54.167 shares of Class A Common Stock and 1,578 shares of Common Stock, and
Michael Mueller, Alfred Vieira, Todd Johnson and Tidewater Partners, LLC, an
entity whose managing members are J. Hovey Kemp and Christopher Hagan,
partners at Hogan & Hartson L.L.P., counsel to the Company, each paid
approximately $11,300 and received 108.333 shares of Class A Common Stock and
3,156 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 $54,000 in salary in fiscal 1998 and $15,000 in bonus for fiscal
1998.

In March 1998, the Company sold 67,594 shares of Common Stock to FUND IV,
and 9,656 shares of Common Stock to JNL, for a per share purchase price of
$.07 in accordance with the terms of Thomas Johnson's Executive Agreement and
the Stockholders Agreement.

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."

The JNL line of credit transactions, the loans to executive officers to
purchase shares of Capitol stock and the Capitol Consulting Agreement, the
transactions described in "Acquisition of Berney, Inc." and the facilitation
of the resale of Global's stock by departing employees were undertaken on
terms the Company believes were no less favorable to it than it would have
obtained from non-affiliated parties, and were in some cases the transactions
pursuant to which such parties became affiliated with the Company. The Company
does not believe that for the other transactions described herein, including
the Class A Redemption, the founding transactions and the relocation loans,
comparable transactions with non-affiliated parties exist, as such
transactions are not of the type that would normally be engaged in with non-
affiliated parties.

45
<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 March 31, 1998, and as adjusted
to reflect the sale of 6,000,000 shares of the Common Stock offered hereby,
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)
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 (3)
NAME AND ADDRESS OF ----------------------- SHARES TO BE SOLD -----------------------
BENEFICIAL OWNER (1) NUMBER PERCENT IN OFFERING (2)(3) NUMBER PERCENT
- - -------------------- ------------ ---------- ------------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Golder, Thoma, Cressey,
Rauner Fund IV Limited
Partnership (4)........ 7,118,654 61.5% -- 7,118,654 40.5%
Jackson National Life
Insurance Company (5).. 1,034,485 8.9 -- 1,034,485 5.9
Thomas S. Johnson (6)... 832,361 7.2 -- 832,361 4.7
Raymond Schilling (7)... 219,210 1.9 -- 219,210 1.2
Michael Mueller (8)..... 179,188 1.5 -- 179,188 1.0
Alfred N. Vieira (9).... 176,073 1.5 -- 176,073 1.0
Carl D. Thoma (4)....... 7,118,654 61.5 -- 7,118,654 40.5
Bruce D. Gorchow (5).... 1,034,485 8.9 -- 1,034,485 5.9
William C.
Kessinger (4).......... 7,118,654 61.5 -- 7,118,654 40.5
L. Neal Berney (10)..... 63,232 * -- 63,232 *
James B. Conway (11).... 211,531 1.8 -- 211,531 1.2
Green, Manning & Bunch
Holdings, Inc. (12).... 51,236 * -- 51,236 *
All directors and
executive officers as a
group
(8 persons) (13)....... 9,623,203 83.1% -- 9,623,203 54.7%
</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, FUND IV, JNL, Mr. Johnson,
Mr. Schilling, Mr. Mueller, Mr. Vieira and Mr. Berney will receive
approximately $23,191,000, $3,833,000, $572,000, $12,000, $23,000, $12,000
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, 369 and
6,620 shares of Common Stock, respectively as payment for the redemption
of their shares of Class A Common Stock.

(3) Assumes no exercise of the Underwriters' over-allotment options to
purchase up to an aggregate of 900,000 shares of Common Stock from the
Selling Stockholders. If the over-allotment options are exercised in
full, the total number of shares held by FUND IV, JNL, Messrs. Johnson,
Schilling and Conway and GMB after the offering will be reduced to
6,363,434 (36.2%), 951,724 (5.4%), 780,932 (4.4%), 215,816 (1.2%),
209,771 (1.2%) and 45,800 (less than one percent), respectively.
(4) Consists of 6,380,360 shares held of record by FUND IV; and 738,294 shares
of Common Stock issuable to FUND IV upon completion of the Offering in
connection with the redemption of 216,666.674 shares of Class A Common
Stock currently held by FUND IV. Mr. Thoma and Mr. Kessinger, each of whom
is a director of the Company and a principal of Golder, Thoma, Cressey,
Rauner, 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 FUND 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.

46
<PAGE>

(5) Consists of 904,252 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, is
Executive Vice President of PPM America, Inc., which, as the exclusive
investment advisor to JNL, shares voting and investment power with
respect to shares held by JNL. Accordingly, Mr. Gorchow may be deemed to
be the beneficial owner of such shares. The address of JNL and
Mr. Gorchow is c/o PPM America, Inc., 225 West Wacker Drive, Suite 1200,
Chicago, Illinois 60606.
(6) 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; 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.
(7) 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.
(8) 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.
(9) Includes 369 shares of Common Stock issuable to Mr. Vieira upon
completion of the Offering in connection with the redemption of 108.333
shares of Class A Common Stock currently held by Mr. Vieira.
(10) 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;
and 28,306 shares of Common Stock held of record by a trust for the
benefit of members of Mr. Berney's immediate family, of which Mr.
Berney's spouse is a co-trustee, and over which shares Mr. Berney may be
deemed to have shared voting and dispositive power. Mr. Berney's address
is c/o Berney, Inc., 209 Gunn Road, Montgomery, Alabama, 36117.
(11) Consists of 189,383 shares held of record by Mr. Conway and 22,148
shares of Common Stock issuable to Mr. Conway upon completion of the
Offering in connection with the redemption of 6,500 shares of Class A
Stock currently held by Mr. Conway. Mr. Conway's address is c/o Conway
Office Products, Inc., 110 Perimeter Road, Nashua, New Hampshire 03063.
(12) Consists of 44,725 shares held of record by Green, Manning & Bunch
Holdings, Inc. ("GMB") and 6,511 shares of Common Stock issuable to GMB
upon completion of the Offering in connection with the redemption of
1,910.809 shares of Class A Stock currently held by GMB. GMB's address
is 3600 Republic Plaza, 370 Seventeenth Street, Denver, Colorado 80202.
(13) 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 (4) through (10) above.

47
<PAGE>

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Company is authorized to issue 51,305,000 shares of Common Stock, of
which 50,000,000 shares are designated as Common Stock, 400,000 shares are
designated as Class A Common Stock, and 905,000 are designated as Class C
Common Stock. After the filing of the Amended and Restated Certificate of
Incorporation to be filed and effective upon the closing of the Offering (the
"Charter"), the Company will be authorized to issue 50,000,000 shares of
Common Stock. As of March 31, 1998 the Company had outstanding
11,583,639 shares of Common Stock and had approximately 93 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 11,583,639 shares of Common Stock (10,683,639 shares if the Underwriters
over-allotment options are exercised in full) 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."

48
<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 a majority 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 unless such consent is obtained from the
holders of at least 75% of the outstanding shares of stock entitled to vote on
such action. 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

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

49
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 17,583,639 shares of
Common Stock outstanding. Of these shares, the 6,000,000 shares (6,900,000
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 11,583,639 shares of Common Stock outstanding (10,683,639
shares of Common Stock if the Underwriters' over-allotment options are
exercised in full) are "restricted securities" as that term is defined in Rule
144 (the "Restricted Shares"). Of the Restricted Shares, approximately
10,900,000 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 Rule 144. The remaining approximately 680,000 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
11,583,639 of the Restricted Shares are entitled to certain registration
rights with respect to such shares. See "Description of Capital Stock--
Registration Rights." While 11,570,847 of the Restricted Shares (10,670,847 if
the Underwriters' over-allotment options are exercised in full) 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 1,820,000 shares
of Common Stock issuable under the Stock Plan. Of the 1,820,000 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 175,836 shares immediately after this Offering) 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. 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 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.

50
<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 the
number of shares of Common Stock set forth opposite their respective names:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Prudential Securities Incorporated................................. 1,848,000
Smith Barney Inc................................................... 1,848,000
William Blair & Company, L.L.C..................................... 462,000
Raymond James & Associates, Inc.................................... 462,000
Bear, Stearns & Co. Inc............................................ 120,000
BT Alex. Brown Incorporated........................................ 120,000
Cowen & Company.................................................... 120,000
Donaldson, Lufkin & Jenrette Securities Corporation................ 120,000
Goldman, Sachs & Co................................................ 120,000
Lehman Brothers Inc................................................ 120,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated................. 120,000
Morgan Stanley & Co. Incorporated.................................. 120,000
NationsBanc Montgomery Securities, Inc............................. 120,000
Advest, Inc........................................................ 60,000
Robert W. Baird & Co. Incorporated................................. 60,000
Cleary Gull Reiland & McDevitt Inc................................. 60,000
First Albany Corporation........................................... 60,000
Sanders Morris Mundy Inc........................................... 60,000
---------
Total.............................................................. 6,000,000
=========
</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 $0.48 per share; and that such dealers may reallow a concession
of $0.10 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 900,000 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
6,000,000.

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.

51
<PAGE>

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.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial public offering price has been
determined through negotiations among the Company, the Selling Stockholders
and the Representatives. Among the factors considered in making such
determination were 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 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 900,000 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, 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.

52
<PAGE>

EXPERTS

The consolidated financial statements of Global Imaging Systems, Inc. at
March 31, 1996, March 31, 1997, and March 31, 1998 and for each of the three
years in the period ended March 31, 1998, 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, 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.

53
<PAGE>

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 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.

54
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
FINANCIAL STATEMENTS OF GLOBAL IMAGING SYSTEMS, INC.
Report of Independent Auditors........................................... F-3
Consolidated Balance Sheets as of March 31, 1996, 1997 and 1998.......... F-4
Consolidated Statements of Operations for the Years Ended March 31, 1996,
1997 and 1998........................................................... F-6
Consolidated Statements of Stockholders' Equity (Deficit) for the Years
Ended March 31, 1996, 1997 and 1998 .................................... F-7
Consolidated Statements of Cash Flows for the Years Ended March 31, 1996,
1997 and 1998........................................................... F-8
Notes to Consolidated Financial Statements............................... F-9
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
Basis of Presentation.................................................... F-19
Unaudited Pro Forma Consolidated Statement of Income--Year Ended March
31, 1998................................................................ F-20
FINANCIAL STATEMENTS OF COPY SERVICE & SUPPLY, INC.
Independent Auditors' Report............................................. F-22
Combined Statement of Income and Owners' Capital for the Five-Month
Period Ended May 31, 1996............................................... F-23
Combined Statement of Cash Flows for the Five-Month Period Ended May 31,
1996.................................................................... F-24
Notes to Financial Statements............................................ F-25
FINANCIAL STATEMENTS OF SOUTHERN BUSINESS COMMUNICATIONS GROUP
Independent Auditors' Report............................................. F-30
Combined Statement of Income for the Nine-Month Period Ended September
30, 1996................................................................ F-31
Combined Statement of Cash Flows for the Nine-Month Period Ended
September 30, 1996...................................................... F-32
Notes to Combined Financial Statements................................... F-33
FINANCIAL STATEMENTS OF ELECTRONIC SYSTEMS, INC.
Report of Independent Auditors........................................... F-35
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-36
Statements of Cash Flows for the Years Ended December 31, 1995 and 1996
and the Six-Month Period Ended June 30, 1997............................ F-37
Notes to Financial Statements............................................ F-38
</TABLE>

<TABLE>
<S> <C>
FINANCIAL STATEMENTS OF EASTERN COPY PRODUCTS, INC. AND SUBSIDIARIES
Independent Auditors' Report............................................. F-41
Consolidated Statements of Income and Retained Earnings for the Years
Ended July 31, 1995, 1996 and 1997...................................... F-42
Consolidated Statements of Cash Flows for the Years Ended July 31, 1995,
1996 and 1997........................................................... F-43
Notes to the Consolidated Financial Statements........................... F-44
FINANCIAL STATEMENTS OF DUPLICATING SPECIALTIES, INC. (COPYTRONIX)
Independent Auditor's Report............................................. F-48
Statement of Income and Retained Earnings for the Ten-Month Period Ended
August 31, 1997......................................................... F-49
Statement of Cash Flows for the Ten-Month Period Ended August 31, 1997... F-50
Notes to Financial Statements............................................ F-51
</TABLE>

F-1

<PAGE>

<TABLE>
<S> <C>
FINANCIAL STATEMENTS OF ELECTRONIC SYSTEMS OF RICHMOND, INC.
Independent Auditor's Report.............................................. F-54
Statements of Income and Retained Earnings for the Year Ended December 31,
1996 and the Eleven-Month Period Ended November 30, 1997................. F-55
Statements of Cash Flows for the Year Ended December 31, 1996 and the
Eleven-Month Period Ended November 30, 1997.............................. F-56
Notes to Financial Statements............................................. F-57
FINANCIAL STATEMENTS OF CONNECTICUT BUSINESS SYSTEMS, INC.
Report of Independent Public Accountants.................................. F-59
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-60
Statements of Cash Flows for the Years Ended September 30, 1996 and 1997
and the Three-Month Period Ended December 31, 1997....................... F-61
Notes to Financial Statements............................................. F-62
FINANCIAL STATEMENTS OF BUSINESS SYSTEMS DIVISION (BLOOMS)
Report of Independent Certified Public Accountants........................ F-66
Statements of Divisional Net Assets for the Year Ended January 31, 1997
and the 11-Month Period Ended December 31, 1997.......................... F-67
Statements of Divisional Operations for the Year Ended January 31, 1997
and the 11-Month Period Ended December 31, 1997 ......................... F-68
Statements of Changes in Divisional Net Assets for the Year Ended January
31, 1997 and the 11-Month Period Ended December 31, 1997................. F-69
Statements of Divisional Cash Flows for the Year Ended January 31, 1997
and the 11-Month Period Ended December 31, 1997.......................... F-70
Notes to Financial Statements............................................. F-71
</TABLE>

F-2
<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, 1997 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended March 31, 1998. 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Global Imaging Systems, Inc. at March 31, 1996, 1997 and 1998, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended March 31, 1998, in conformity with generally
accepted accounting principles.

/s/ Ernst & Young LLP

Tampa, Florida
May 6, 1998
except as to Note 12, as to which the date is May 28, 1998.

F-3
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31
------------------------------------
1996 1997 1998
----------- ----------- ------------
A S S E T S
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents............... $ 397,727 $ 960,758 $ 4,496,085
Accounts receivable, net of allowance
for doubtful accounts ($200,000,
$309,000 and $871,000 at March 31,
1996, 1997 and 1998, respectively)..... 5,653,186 10,856,167 27,571,944
Inventories............................. 5,526,050 10,055,214 19,061,389
Deferred income taxes................... 251,000 554,000 1,543,000
Prepaid expenses and other current
assets................................. 134,448 112,260 424,706
----------- ----------- ------------
Total current assets.................. 11,962,411 22,538,399 53,097,124
Rental equipment, net..................... 2,634,613 3,668,106 4,655,318
Property and equipment, net............... 1,246,512 1,721,134 4,418,612
Other assets.............................. 294,930 173,816 2,146,653
Deferred income taxes..................... 121,500 870,000 571,000
Related party notes receivable............ -- 46,793 546,793
Intangible assets, net:
Goodwill................................ 25,074,904 35,824,147 94,685,401
Noncompete agreements................... 1,933,333 1,615,855 1,336,227
Financing fees.......................... 406,987 2,531,917 2,885,181
----------- ----------- ------------
Total assets.......................... $43,675,190 $68,990,167 $164,342,309
=========== =========== ============
</TABLE>

See accompanying notes.

F-4
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS--(CONTINUED)

<TABLE>
<CAPTION>
UNAUDITED
MARCH 31 PRO FORMA
-------------------------------------- MARCH 31
1996 1997 1998 1998
----------- ----------- ------------ ----------
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
<S> <C> <C> <C> <C>
Current liabilities:
Accounts payable......... $ 1,468,904 $ 3,811,761 $ 10,555,655
Accrued liabilities...... 773,833 1,467,343 3,878,262
Accrued compensation and
benefits................ 940,328 1,789,605 3,542,921
Current maturities of
long-term debt.......... 312,641 562,700 232,916
Deferred revenue......... 3,358,279 5,252,390 10,632,476
Income taxes payable..... 70,000 -- --
----------- ----------- ------------
Total current
liabilities........... 6,923,985 12,883,799 28,842,230
Long-term debt, less
current maturities........ 21,518,848 36,310,123 97,251,600
----------- ----------- ------------
Total liabilities...... 28,442,833 49,193,922 126,093,830
Stockholders' equity:
Class A common stock,
$.01 par value: 400,000
shares authorized;
172,917, 211,146 and
339,945 shares issued
and outstanding at March
31, 1996, 1997 and 1998,
respectively............ 1,729 2,111 3,399 $ --
Class B common stock,
$.01 par value:
50,000,000 shares
authorized; 8,114,436,
8,562,708 and 9,521,058
shares issued and
outstanding at March 31,
1996, 1997 and 1998,
respectively............ 81,144 85,627 95,211 106,794
Class C common stock,
$.01 par value: 905,000
shares authorized; -0-,
633,996 and 904,252
shares issued and
outstanding at March 31,
1996, 1997 and 1998,
respectively............ -- 6,340 9,043 9,043
Additional paid-in
capital................. 15,970,927 19,500,286 33,617,680 3,148,307
Retained earnings
(deficit)............... (821,443) 301,881 4,754,465 (354,127)
----------- ----------- ------------ ----------
15,232,357 19,896,245 38,479,798 2,910,017
Less stockholder
receivables............. -- (100,000) (231,319) (231,319)
----------- ----------- ------------ ----------
Total stockholders'
equity................ 15,232,357 19,796,245 38,248,479 $2,678,698
----------- ----------- ------------ ==========
Total liabilities and
stockholders' equity.. $43,675,190 $68,990,167 $164,342,309
=========== =========== ============
</TABLE>

See accompanying notes.

F-5
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
--------------------------------------
1996 1997 1998
----------- ----------- ------------
<S> <C> <C> <C>
Revenues:
Equipment and supplies sales........ $20,561,009 $41,200,292 $121,316,021
Service and rentals................. 16,404,888 22,892,898 43,059,246
----------- ----------- ------------
Total revenues.................... 36,965,897 64,093,190 164,375,267
Costs and operating expenses:
Cost of equipment and supplies
sales.............................. 13,455,435 27,087,299 85,971,953
Service and rental costs............ 8,302,791 11,467,191 21,593,696
Selling, general and administrative
expenses........................... 11,687,398 18,279,813 38,619,666
Intangible asset amortization....... 1,396,463 1,939,288 3,075,831
----------- ----------- ------------
Total costs and operating
expenses......................... 34,842,087 58,773,591 149,261,146
----------- ----------- ------------
Income from operations................ 2,123,810 5,319,599 15,114,121
Interest expense...................... (2,041,178) (3,189,204) (6,713,327)
----------- ----------- ------------
Income before income taxes............ 82,632 2,130,395 8,400,794
Income taxes.......................... 275,000 1,007,071 3,948,210
----------- ----------- ------------
Net income (loss)..................... (192,368) 1,123,324 4,452,584
Yield adjustment on Class A common
stock................................ (1,022,979) (1,402,225) (2,442,119)
----------- ----------- ------------
Net income (loss) available to common
stockholders......................... $(1,215,347) $ (278,901) $ 2,010,465
=========== =========== ============
Earnings (loss) per share, basic and
diluted.............................. $ (.15) $ (.03) $ .21
=========== =========== ============
Weighted average number of shares used
in the calculation................... 8,017,812 8,728,568 9,804,953
=========== =========== ============
</TABLE>

See accompanying notes.

F-6
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
COMMON STOCK COMMON STOCK COMMON STOCK ADDITIONAL RETAINED
----------------- ------------------- ----------------- PAID-IN STOCKHOLDER EARNINGS
SHARES PAR VALUE SHARES PAR VALUE SHARES PAR VALUE CAPITAL RECEIVABLES (DEFICIT) TOTAL
------- --------- --------- --------- ------- --------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at March
31, 1995........ 48,995 $ 490 7,890,960 $78,910 -- $ -- $ 4,893,491 $ -- $ (629,075) $ 4,343,816
Common stock
issued......... 123,922 1,239 223,476 2,234 -- -- 11,077,436 -- -- 11,080,909
Net loss........ -- -- -- -- -- -- -- -- (192,368) (192,368)
------- ------ --------- ------- ------- ------ ----------- --------- ---------- -----------
Balances at March
31, 1996........ 172,917 1,729 8,114,436 81,144 -- -- 15,970,927 -- (821,443) 15,232,357
Common stock
issued......... 38,229 382 448,272 4,483 633,996 6,340 3,529,359 (100,000) -- 3,440,564
Net income...... -- -- -- -- -- -- -- -- 1,123,324 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 19,796,245
Common stock
issued......... 128,799 1,288 958,350 9,584 270,256 2,703 14,117,394 (131,319) -- 13,999,650
Net income...... -- -- -- -- -- -- -- -- 4,452,584 4,452,584
------- ------ --------- ------- ------- ------ ----------- --------- ---------- -----------
Balances at March
31, 1998........ 339,945 $3,399 9,521,058 $95,211 904,252 $9,043 $33,617,680 $(231,319) $4,754,465 $38,248,479
======= ====== ========= ======= ======= ====== =========== ========= ========== ===========
</TABLE>

See accompanying notes.

F-7
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
---------------------------------------
1996 1997 1998
----------- ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)..................... $ (192,368) $ 1,123,324 $ 4,452,584
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation........................ 2,237,923 2,533,486 3,592,850
Amortization........................ 1,687,168 2,575,879 3,630,127
Deferred income taxes............... (372,500) (527,500) 278,000
Changes in operating assets and
liabilities, net of amounts
acquired in purchase business
combinations:
Accounts receivable............... (770,168) (2,105,605) (2,340,904)
Inventories....................... (936,942) (1,278,697) (1,034,153)
Prepaid expenses and other current
assets........................... 213,760 131,414 47,843
Other assets...................... (201,600) 71,692 (201,332)
Accounts payable.................. 387,810 615,923 (1,565,038)
Accrued liabilities............... (1,427,399) 1,010,451 (545,106)
Deferred revenue.................. 282,893 268,518 (72,248)
Income taxes...................... (63,308) (105,000) (440,051)
----------- ------------ ------------
Net cash provided by operating
activities........................... 845,269 4,313,885 5,802,572
INVESTING ACTIVITIES
Related party notes receivable........ -- (46,793) (500,000)
Purchases of property, equipment and
rental equipment..................... (1,593,964) (2,939,709) (3,423,734)
Payment for purchase of businesses,
net of cash acquired................. (8,098,428) (16,008,039) (67,974,869)
----------- ------------ ------------
Net cash used in investing
activities........................... (9,692,392) (18,994,541) (71,898,603)
FINANCING ACTIVITIES
Net draws (payments) under line of
credit agreements.................... (1,883,248) 14,564,648 60,560,308
Financing fees........................ (697,830) (2,761,525) (884,148)
Deferred cost of initial public
offering............................. -- -- (1,646,900)
Common stock issued for cash.......... 11,080,909 3,440,564 11,602,098
----------- ------------ ------------
Net cash provided by financing
activities........................... 8,499,831 15,243,687 69,631,358
----------- ------------ ------------
Net increase (decrease) in cash and
cash equivalents..................... (347,292) 563,031 3,535,327
Cash and cash equivalents, beginning
of year.............................. 745,019 397,727 960,758
----------- ------------ ------------
Cash and cash equivalents, end of
year................................. $ 397,727 $ 960,758 $ 4,496,085
=========== ============ ============
</TABLE>

See accompanying notes.

F-8
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1998

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.

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 12 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
March 31, 1998 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.

Financial Instruments

The Company's financial instruments include cash, accounts receivable,
accounts payable, and long-term debt. 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.

F-9
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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 March 31, 1998, 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 $1,295,020 at
March 31, 1996, 1997 and 1998, 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-line basis.
Accumulated amortization was approximately $600,000, $1,400,000 and $3,200,000
at March 31, 1996, 1997 and 1998, 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 $3,500,000 at March
31, 1996, 1997 and 1998, 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,
1997 and 1998 was approximately $285,000, $230,000 and $760,000, respectively.
In August 1996, the

F-10
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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.

New Accounting Standard

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 131, Disclosures About
Segments of an Enterprise and Related Information. SFAS No. 131 establishes
standards for reporting information about operating segments and supersedes
SFAS No. 14, Financial Reporting for Segments of a Business Enterprise. This
statement is effective for financial statements for periods beginning after
December 15, 1997. SFAS No. 131 will be adopted in fiscal 1999.

2. ACQUISITIONS

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 primarily for cash, including the
direct costs of acquisitions of approximately $223,000. 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 of approximately $588,000
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 primarily for cash, including the
direct costs of acquisitions of approximately $518,000. The Company assumed
$4,118,000 in liabilities in connection with these acquisitions. The Company
also sold stock at its fair market value of approximately $883,000 in
connection with these acquisitions. Total assets related to these four
acquisitions were $21,100,000, including goodwill of approximately
$12,000,000.

During the year ended March 31, 1998, the Company acquired 12 businesses
that provide office imaging solutions and related services for an aggregate
purchase price of approximately $72,267,000 primarily for cash, including the
direct costs of acquisitions of approximately $621,000. Liabilities assumed in
connection with these acquisitions totaled $21,400,000. 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. Stock valued at approximately $6,058,000 was sold in
connection with these acquisitions. The excess of the fair value of the stock
over the sales price was approximately $2,400,000 and has been considered
additional purchase price.

Significant acquisitions during the year ended March 31, 1998 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>
ACQUISITION TOTAL 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>

F-11
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Total assets related to the remaining eight acquisitions was $19,700,000,
including goodwill of approximately $11,300,000.

All acquisitions have been accounted for as purchases and accordingly are
included in the results of operations from their dates of acquisitions. In
connection with the allocation of purchase price, there were no significant
adjustments to fair value.

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.

The unaudited pro forma results presented below include the effects of the
acquisitions as if they had been consummated at the beginning of the year
prior to acquisition. The unaudited proforma financial information below is
not necessarily indicative of either future results of operations or results
that might have been achieved had the acquisitions been consummated at the
beginning of the year prior to acquisition.

<TABLE>
<CAPTION>
UNAUDITED PROFORMA
YEAR ENDED MARCH 31
---------------------------------------
1996 1997 1998
----------- ------------ ------------
<S> <C> <C> <C>
Revenues........................ $75,504,139 $196,842,526 $215,376,735
Net income (loss)............... (1,215,279) (90,136) 3,707,319
Net income (loss) available to
common stockholders............ (2,738,917) (2,535,200) 768,188
Earnings (loss) per share....... (.30) (.22) .07
</TABLE>

3. RENTAL EQUIPMENT

The Company's rental equipment consists of the following:

<TABLE>
<CAPTION>
MARCH 31
-----------------------------------
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Rental equipment on operating
leases........................... $4,899,205 $7,959,553 $11,594,114
Less accumulated depreciation..... (2,264,592) (4,291,447) (6,938,796)
---------- ---------- -----------
Rental equipment, net............. $2,634,613 $3,668,106 $ 4,655,318
========== ========== ===========
</TABLE>

4. PROPERTY AND EQUIPMENT

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

<TABLE>
<CAPTION>
MARCH 31
----------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Office furniture, equipment and
leasehold improvements............ $1,664,452 $2,645,701 $6,288,680
Less accumulated depreciation and
amortization...................... (417,940) (924,567) (1,870,068)
---------- ---------- ----------
Property and equipment, net........ $1,246,512 $1,721,134 $4,418,612
========== ========== ==========
</TABLE>

F-12
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
MARCH 31
-------------------------------------
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Term and revolving loans........... $20,979,105 $36,105,694 $97,251,600
Various notes payable.............. 852,384 767,129 232,916
----------- ----------- -----------
21,831,489 36,872,823 97,484,516
Less current maturities............ (312,641) (562,700) (232,916)
----------- ----------- -----------
$21,518,848 $36,310,123 $97,251,600
=========== =========== ===========
</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 March 31, 1998, $22,748,000 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 (5.6328% at March 31, 1998) 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. 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 633,996 shares of Class C common stock and
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 year ended March 31, 1998, the
Company sold 270,256 shares of Class C common stock and 11,136 shares of Class
A common stock in connection with certain antidilution provisions. Of such
shares of Class C Common Stock 260,600 shares were sold at the same per share
price as the fiscal 1997 shares were sold to the Company's lender, and 9,656
shares were sold at a per share price of $0.07, 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.

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 caps ($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 March 31, 1998 are as
follows:

<TABLE>
<S> <C>
1999.......................................................... $ 232,916
2000.......................................................... 6,807,612
2001.......................................................... 14,321,805
2002.......................................................... 13,776,212
2003.......................................................... 12,693,640
Thereafter.................................................... 49,652,331
-----------
Total......................................................... $97,484,516
===========
</TABLE>

F-13
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Interest paid was approximately $1,782,000, $2,700,000 and $6,000,000 for
the years ended March 31, 1996, 1997 and 1998, respectively.

The Company has signed a commitment letter with First Union for a $175
million revolving credit facility, contingent upon the closing of the public
offering. The letter was signed in April 1998. The terms of the new credit
facility would include a five year term; collateralization of all Company
assets; a variable interest rate ranging from 0.625% to 1.5% over LIBOR, or at
the Company's option, ranging from 0.0% to 0.5% over a base rate related to
the prime rate; quarterly interest payments; an unused facility fee and
various restrictive covenants, including certain financial covenants.

Under the terms of the existing 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 March 31, 1998, the Company has sold stock in
connection with business combinations and to its founding stockholders,
employees and others. During the year ended March 31, 1998, 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 antidilution provisions, which shares were issued at the per
share price at the date of the transaction giving rise to the antidilution
issuance. 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.

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 1998, the Board of Directors approved an increase in the authorized
number of shares of Class A, Class B and Class C stock, to 400,000, 50,000,000
and 905,000 shares, 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. At March 31, 1998, the number of such shares which remain

F-14
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

unissued was zero. Of the 1,207,800 shares, 86,276 shares were allocated
between and purchased by the Company's president, the principal lender,
Jackson National Life Insurance Company, and its majority stockholder (Golder,
Thoma, Cressey, Rauner, Inc.) based on their current ownership of the
Company's common stock. These shares are subject to the Company's right to
repurchase such shares in the event that an initial public offering of the
Company's stock is not consummated.

7. EARNINGS PER SHARE

In 1997, the FASB issued SFAS No. 128, Earnings per Share. SFAS No. 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 sold during the
year ended March 31, 1998 pursuant to a pre-existing contractual obligation;
and (ii) the 132-for-1 stock split to be effective upon the closing of the
initial public offering of the Company's common stock.

The Company is accreting 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. Such accretion was
approximately $500,000 during the year ended March 31, 1998.

Assuming redemption of the Class A common stock using the proceeds from the
number of shares of common stock necessary at $12 per share to redeem such
shares, earnings per share would have been $0.10 for the year ended March 31,
1997 and $0.34 for the year ended March 31, 1998.

8. INCOME TAXES

The Company accounts for income taxes under FASB No. 109, Accounting for
Income Taxes. 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.

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

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
--------------------------------
1996 1997 1998
-------- ---------- ----------
<S> <C> <C> <C>
Current:
Federal................................... $435,000 $1,159,571 $2,807,210
State..................................... 212,500 375,000 863,000
-------- ---------- ----------
647,500 1,534,571 3,670,210
Deferred:
Federal................................... (316,500) (448,400) 213,000
State..................................... (56,000) (79,100) 65,000
-------- ---------- ----------
(372,500) (527,500) 278,000
-------- ---------- ----------
$275,000 $1,007,071 $3,948,210
======== ========== ==========
</TABLE>

F-15
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
--------------------------------
1996 1997 1998
-------- ---------- ----------
<S> <C> <C> <C>
Tax at U.S. statutory rate................. $ 28,095 $ 724,334 $2,856,250
State taxes, net of federal benefit........ 45,142 187,080 616,342
Goodwill amortization...................... 150,703 216,252 288,919
Valuation allowance........................ (8,500) (175,500) --
Other permanent differences................ 59,560 54,905 186,699
-------- ---------- ----------
$275,000 $1,007,071 $3,948,210
======== ========== ==========
</TABLE>

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

<TABLE>
<CAPTION>
MARCH 31
-------------------------------
1996 1997 1998
-------- ---------- ----------
<S> <C> <C> <C>
Deferred tax assets:
Noncompete agreements........................ $351,000 $ 713,000 $1,091,000
Inventory related............................ 120,000 305,000 688,000
Various accrued expenses..................... 31,200 139,000 239,000
Deferred revenue............................. -- -- 403,000
Depreciation................................. 191,000 269,000 199,000
Accounts receivable related.................. 99,800 110,000 213,000
Other items.................................. 20,000 33,000 --
-------- ---------- ----------
Gross deferred tax asset....................... 813,000 1,569,000 2,833,000
Less valuation allowance....................... (395,500) -- --
-------- ---------- ----------
417,500 1,569,000 2,833,000
Deferred tax liabilities:
Goodwill..................................... 45,000 145,000 654,000
Other items.................................. -- -- 65,000
-------- ---------- ----------
Net deferred tax asset......................... $372,500 $1,424,000 $2,114,000
======== ========== ==========
Classified as follows:
Current asset................................ $251,000 $ 554,000 $1,543,000
Noncurrent asset............................. 121,500 870,000 571,000
-------- ---------- ----------
$372,500 $1,424,000 $2,114,000
======== ========== ==========
</TABLE>
SFAS No. 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 March 31, 1998.

Cash paid for income taxes was $645,000, $1,581,000 and $3,467,900 for the
years ended March 31, 1996, 1997 and 1998, respectively.

F-16
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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 years ended March 31, 1996, 1997 and 1998 was approximately $206,000,
$302,000 and $519,000, respectively.

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 March 31, 1998 are as follows:

<TABLE>
<CAPTION>
RELATED-PARTY
LEASES OTHER LEASES TOTAL
------------- ------------ -----------
<S> <C> <C> <C>
1999.................................. $1,101,181 $1,634,138 $ 2,735,319
2000.................................. 994,954 1,480,705 2,475,659
2001.................................. 899,609 1,301,489 2,201,098
2002.................................. 835,604 916,152 1,751,756
2003.................................. 618,360 531,631 1,149,991
Thereafter............................ -- 453,595 453,595
---------- ---------- -----------
Total............................... $4,449,708 $6,317,710 $10,767,418
========== ========== ===========
</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>
Year ended March 31, 1996.............. $249,712 $ 315,288 $ 565,000
Year ended March 31, 1997.............. 530,407 261,593 792,000
Year ended March 31, 1998.............. 862,423 1,235,600 2,098,023
</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.

F-17
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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>
YEAR ENDED MARCH 31
--------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Management fees................................... $200,000 $200,000 $200,000
Placement fees.................................... 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 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 March 31, 1998, the Company held notes receivable from employees
with balances totaling $231,319. 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 (the Board) contemplates an initial public offering
(the Offering) of the Company's Common Stock.

Effective May 28, 1998, 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
905,000 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, 1,820,000 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 519,750 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.

F-18
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited proforma consolidated statement of operations is
based on the historical financial statements of the Company, and the
businesses acquired during fiscal 1998, which are more fully described below.
The unaudited pro forma consolidated statement of operations for the fiscal
year ended March 31, 1998 gives effect to acquisitions consummated during
fiscal year 1998, as if those acquisitions occurred on April 1, 1997.

During the fiscal year ended March 31, 1998, the Company acquired the
following twelve entities: Cascade Office Systems, Inc., Connecticut Business
Systems, Inc., Copy Care, Duplicating Specialties, Inc. d/b/a Copytronix,
Eastern Copy Products, Inc. and Subsidiaries, Electronic Systems, Inc.,
Electronic Systems of Richmond, Inc., Fowler Communications, Inc., Quality
Business Systems, Inc., South Alabama Business Machines, Inc., United Office
Systems, Inc., and the Business Systems Division of Bloom's, Inc.

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-19
<PAGE>

GLOBAL IMAGING SYSTEMS, INC.

UNAUDITED PRO FORMA CONSOLIDATED
STATEMENT OF INCOME

FISCAL YEAR ENDED MARCH 31, 1998

<TABLE>
<CAPTION>
HISTORICAL ACQUIRED PRO FORMA PRO FORMA
COMPANY BUSINESSES(A) ADJUSTMENTS(B) CONSOLIDATED
------------ ------------- -------------- ------------
<S> <C> <C> <C> <C>
Revenue:
Equipment and supplies
sales................ $121,316,021 $37,159,504 -- $158,475,525
Service and rental
revenue.............. 43,059,246 13,841,964 -- 56,901,210
------------ ----------- ----------- ------------
Total Revenue....... 164,375,267 51,001,468 -- 215,376,735
Costs and operating
expenses:
Cost of equipment and
supplies sales....... 85,971,953 25,816,249 -- 111,788,202
Service and rental
costs................ 21,593,696 7,185,654 -- 28,779,350
Selling, general, and
administrative
expenses............. 38,619,666 15,431,716 -- 54,051,382
Intangible asset
amortization and
charges.............. 3,075,831 -- $ 1,029,118 (c) 4,104,949
------------ ----------- ----------- ------------
Total costs and
operating
expenses........... 149,261,146 48,433,619 1,029,118 198,723,883
------------ ----------- ----------- ------------
Income from operations.. 15,114,121 2,567,849 (1,029,118) 16,652,852
Interest expense, net... 6,713,327 22,639 2,574,424 (d) 9,310,390
------------ ----------- ----------- ------------
Income (loss) before
income taxes........... 8,400,794 2,545,210 (3,603,542) 7,342,462
Income taxes............ 3,948,210 1,013,042 (1,326,109)(e) 3,635,143
------------ ----------- ----------- ------------
Net income (loss)....... 4,452,584 $ 1,532,168 $(2,277,433) 3,707,319
=========== ===========
Yield adjustment on
class A common stock... (2,442,119) (2,939,131)
------------ ------------
Net income available to
common stockholders.... $ 2,010,465 $ 768,188
============ ============
Earnings per common
share (basic and
diluted)............... $ 0.21 $ 0.07
============ ============
Weighted average number
of shares used in the
calculation............ 9,804,953 10,425,486
============ ============
</TABLE>

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

F-20
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME

FISCAL YEAR ENDED MARCH 31, 1998

(a) Represents historical operating results of the following twelve entities
prior to acquisition of their stock or certain of their assets and
liabilities by the Company as indicated in Note 2 to the consolidated
audited financial statements on pages F-11 and F-12: Cascade Office
Systems, Inc., Connecticut Business Systems, Inc., the Business Systems
Division of Bloom's, Inc., Copy Care, Inc., Duplicating Specialties, Inc.
d/b/a Copytronix, Eastern Copy Products, Inc. and Subsidiaries,
Electronic Systems, Inc., Electronic Systems of Richmond, Inc., Fowler
Communications, Inc., Quality Business Systems, Inc., South Alabama
Business Machines, Inc., and United Office Systems, Inc.

(b) Excludes adjustments resulting from the elimination of certain sales,
service, and administrative positions net of additional expenses related
to positions added in connection with the Company's acquisitions of the
Acquired Businesses; decreases in former owners' salaries and
perquisites; improved purchasing terms; and decreases in certain other
general and administrative expenses. Prior to completing an acquisition,
the Company formulates a formal integration plan which clearly identifies
employees to be terminated, their job classifications or functions, and
their locations. Staff reductions are typically completed within several
months of the acquisition date. Former owners that remain with the
Company post-acquisition are compensated according to the terms of an
employment contract executed at the time of the acquisition.

(c) Reflects additional goodwill amortization expense of $883,358 and non-
compete covenant amortization expense of $145,761. 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.

(d) Reflects additional interest expense related to borrowings that would
have been incurred by the Company to finance the acquisitions, had all of
the acquisitions been consummated at April 1, 1997. An average interest
rate of 8.9% was used for this calculation which approximates the
Company's average borrowing rate during such period. A .125% change in
the average interest rate used would cause a change of approximately
$40,000 in interest expense.

(e) Represents the income tax impact on purchase accounting adjustments and
other pro forma adjustments based on an effective rate of approximately
38%.

F-21
<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-22
<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-23
<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-24
<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-25
<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-26
<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-27
<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-28

<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-29
<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.

/s/ Smith & Howard, P.C.

Atlanta, Georgia
January 8, 1998

F-30
<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-31
<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-32
<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-33
<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-34
<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-35
<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-36
<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-37
<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-38
<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-39
<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-40
<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-41
<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-42
<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-43
<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-44
<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-45
<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-46
<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-47
<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-48
<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-49
<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-50
<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-51
<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-52
<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-53
<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-54
<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-55
<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-56
<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-57
<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-58
<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-59
<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-60
<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-61
<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-62
<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-63
<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-64
<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-65
<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-66
<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-67
<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-68
<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-69
<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-70
<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-71
<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-72
<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-73
<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-74
<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-75
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<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 the Company's logo, which contains the words "Global
Imaging Systems, Inc." and "Think Globally Act Locally." The logo is circled
by the words "After Market Services & Supplies . After Market Services &
Supplies . " and appears at the center of a wheel with eight spokes. One
spoke leads to a photograph labeled "Network Services." One leads to an image
of a copier labeled "Digital Copiers/Printers." One leads to an image of a fax
machine labeled "Facsimile." One leads to an image of an office building
labeled "Remote Locations." One leads to an image of a computer labeled
"Computer Workstations." One leads to an image of a projector and screen
labeled "Presentation Products." One spoke leads to an image labeled "Document
Imaging and Management." One leads to an image of a classroom labeled
"Training and Support."]

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 JULY 12, 1998, 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 ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................... 3
Risk Factors............................................................... 8
Use of Proceeds............................................................ 15
Dividend Policy............................................................ 15
Capitalization............................................................. 16
Dilution................................................................... 17
Selected Financial Data.................................................... 18
Selected Pro Forma Financial Data.......................................... 19
Management's Discussion and Analysis
of Financial Condition and Results of Operations.......................... 20
Business................................................................... 27
Management................................................................. 35
Certain Transactions....................................................... 41
Principal and Selling Stockholders......................................... 46
Description of Capital Stock............................................... 48
Shares Eligible for Future Sale............................................ 50
Underwriting............................................................... 51
Legal Matters.............................................................. 52
Experts.................................................................... 53
Additional Information..................................................... 54
Index to Financial Statements.............................................. F-1
</TABLE>
================================================================================

================================================================================

6,000,000 Shares

[LOGO OF GLOBAL IMAGING SYSTEMS APPEARS HERE]

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.

June 17, 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, the Nasdaq National
Market 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....................................... 94,000
Blue sky qualification fees and expenses......................... 20,000
Accounting fees and expenses..................................... 1,221,000
Legal fees and expenses.......................................... 250,000
Printing and engraving expenses.................................. 270,000
Transfer agent and registrar fees................................ 2,000
Miscellaneous expenses........................................... 91,624
----------
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 April 1, 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,
to an employee 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 employee.

(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 facilitated the sale of 2,210 shares of Class
A Common Stock and 64,390 shares of Common Stock by a departing employee at a
per share purchase price of $102.13 and $.08, respectively, to certain
investors, all of whom were employees of the Company. In connection with the
transaction, Neal Berney, Raymond Schilling, Michael Mueller, and Thomas
Johnson's son Todd Johnson paid approximately $99,000, $5,600, $10,000 and
$5,000, respectively, and received 946.381, 54.167, 95.749 and 47.875 shares
of Class A Common Stock and 27,573, 1,578, 2,789 and 1,394 shares of Common
Stock.

(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, to an employee 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.

(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, to an
employee 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
employee.

(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 employees.

(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 employee.

(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 employee 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 November 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 employees.

(t) In November 1997, the Company facilitated the sale of 1,083.333 shares
of Class A Common Stock and 31,563 shares of Common Stock by a departing
employee at a per share purchase price of $102.17 and $.08, respectively, to
certain investors, all of whom were employees of or service providers to the
Company. As part of the Company's termination agreement with the departing
employee, the Company paid the employee an aggregate of approximately $1,400
to compensate for the difference between the sale price for the Common Stock
and the then-determined fair market value of such Common Stock. In connection
with the transaction, Raymond Schilling paid approximately $5,700 and received
54.167 shares of Class A Common Stock and 1,578 shares of Common Stock, and
Michael Mueller, Alfred Vieira, Todd Johnson and Tidewater Partners, LLC, an
entity whose managing members are J. Hovey Kemp and Christopher Hagan,
partners at Hogan & Hartson L.L.P., counsel to the Company, each paid
approximately $11,300 and received 108.333 shares of Class A Common Stock and
3,156 shares of Common Stock.

(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 ("FUND IV") 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, pursuant to JNL's preemptive right under the
Stockholders Agreement.

(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 December 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, to executives of a company in connection with its acquisition by
the Company and to an individual employee.

(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 1998, the Company sold 67,593 and 9,026 shares of Common
Stock, respectively, to FUND IV and Thomas Johnson for purchase prices of
$4,609 and $615, respectively, pursuant to the terms of Mr. Johnson's
Executive Agreement, dated as of June 9, 1994. At that time, the Company also
sold 9,656 shares of Common Stock to JNL for a purchase price of $658,
pursuant to JNL's rights under the Stockholders Agreement, dated June 9, 1994,
as amended on August 14, 1996.

II-3
<PAGE>

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 May 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.

Appropriate legends are affixed to the stock certificates 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.*
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 ("FUND 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 May 27, 1998, by and among Global;
FUND IV; Golder, Thoma, Cressey, Rauner, Inc. 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,
as amended, by and among Jackson National Life Insurance Company
("JNL") as Lender and PPM America, Inc., as Agent, Global and its
subsidiaries.*
10.5.1 Third Amendment to Amended and Restated Credit Agreement and Loan
Documents dated as of May 8, 1998, by and among JNL, PPM America, Inc.,
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 FUND IV.+*
10.9 Executive Agreement, dated as of June 9, 1994, as amended, by and among
Global, Raymond Schilling and FUND IV.+*
10.10 Executive Agreement, dated as of January 1, 1995, as amended, by and
among Global, H. Michael Mueller and FUND IV.+*
10.11 Executive Agreement, dated as of March 31, 1997, by and among Global,
Alfred N. Vieira and FUND IV.+*
10.12 1998 Stock Option and Incentive Plan.+*
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.++*
10.28 Stock Purchase Agreement, dated as of November 13, 1996, by and among
Global as Buyer, Southern Business Communications of D.C., Inc., and
George Gough, Mark M. Lloyd, and Arthur E. Kreps as Sellers.*
10.29 Form of Indemnification Agreement between Global and its directors and
executive officers.+*
10.30 Letter Agreement, dated April 22, 1998, by and among Global, First Union
National Bank and First Union Capital Markets Group.++*
10.31 Stockholders Agreement, dated as of June 9, 1994, as amended, by and
among Global and its stockholders.*
10.32 Equity Subscription Agreement, dated as of March 27, 1998, by and among
Global, FUND IV, JNL and Thomas S. Johnson.*
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.*
</TABLE>

II-5
<PAGE>

<TABLE>
<C> <S>
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. (included in Exhibit 5.1).*
23.11 The consent of Pacific Media Associates.*
23.12 The consent of International Data Corporation.*
23.13 The consent of AIIM International.*
23.14 The consent of Industry Analysts, Inc.*
24.1 Power of Attorney.*
27.1 Financial Data Schedule.*
</TABLE>
- - --------
*Previously filed.
+Management contract or compensatory plan, contract or arrangement.
++Confidential treatment has been requested for portions of this exhibit.

(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
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 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, 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 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, GLOBAL IMAGING
SYSTEMS, INC. HAS DULY CAUSED THIS AMENDED REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
TAMPA, STATE OF FLORIDA ON THE 16TH DAY OF JUNE, 1998.

Global Imaging Systems, Inc.

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

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

<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>

/s/ Thomas S. Johnson President, Chief June 16, 1998
- - ------------------------------------ Executive Officer
THOMAS S. JOHNSON and Director
(Principal
Executive Officer

/s/ Raymond Schilling Vice President, June 16, 1998
- - ------------------------------------ Chief Financial
RAYMOND SCHILLING Officer, Secretary
and Treasurer
(Principal
Financial and
Accounting
Officer)

* Chairman of the June 16, 1998
- - ------------------------------------ Board
CARL D. THOMA

* Director June 16, 1998
- - ------------------------------------
L. NEAL BERNEY

* Director June 16, 1998
- - ------------------------------------
BRUCE D. GORCHOW

* Director June 16, 1998
- - ------------------------------------
WILLIAM C. KESSINGER

*By: /s/ Thomas S. Johnson
--------------------------------
THOMAS S. JOHNSON
Attorney-In-Fact
</TABLE>

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, 1997 and 1998, and for each of the three
years in the period ended March 31, 1998, and have issued our report thereon
dated May 6, 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.

/s/ Ernst & Young LLP

Tampa, Florida
May 6, 1998
<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,
1996........ $137,000 $ 34,498 $ 58,666 $ 30,164 $200,000
March 31,
1997........ $200,000 $ 30,824 $147,005 $ 68,785 $309,044
March 31,
1998........ $309,044 $289,879 $532,689 $261,068 $870,544
</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,
1996........ $256,778 $197,248 $ 98,000 $419,000 $ 133,026
March 31,
1997........ $133,026 $256,280 $340,000 $403,207 $ 326,099
March 31,
1998........ $326,099 $888,802 $686,877 $606,758 $1,295,020
</TABLE>

- - --------

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

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Certificate of Incorporation.*
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 ("FUND 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 May 27, 1998, by and among
Global; FUND IV; Golder, Thoma, Cressey, Rauner, Inc. 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, as amended, as amended, by and among Jackson National
Life Insurance Company ("JNL") as Lender and PPM America, Inc.,
as Agent, Global and its subsidiaries.*
10.5.1 Third Amendment to Amended and Restated Credit Agreement and
Loan Documents, dated as of May 8, 1998, by and among JNL, PPM
America, Inc., 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 FUND IV.+*
10.9 Executive Agreement, dated as of June 9, 1994, as amended, by
and among Global, Raymond Schilling and FUND IV.+*
10.10 Executive Agreement, dated as of January 1, 1995, as amended,
by and among Global, H. Michael Mueller and FUND IV.+*
10.11 Executive Agreement, dated as of March 31, 1997, by and among
Global, Alfred N. Vieira and FUND IV.+*
10.12 1998 Stock Option and Incentive Plan.+*
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.++*
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.++*
</TABLE>
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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.++*
10.28 Stock Purchase Agreement, dated as of November 13, 1996, by and
among Global as Buyer, Southern Business Communications of
D.C., Inc., and George Gough, Mark M. Lloyd, and Arthur E.
Kreps as Sellers.*
10.29 Form of Indemnification Agreement between Global and its
directors and executive officers.+*
10.30 Letter Agreement, dated April 22, 1998, by and among Global,
First Union National Bank and First Union Capital Markets
Group.++*
10.31 Stockholders Agreement, dated as of June 9, 1994, as amended,
by and among Global and its stockholders.*
10.32 Equity Subscription Agreement, dated as of March 27, 1998, by
and among Global, FUND IV, JNL and Thomas S. Johnson.*

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.*
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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. (included in Exhibit 5.1).*
23.11 The consent of Pacific Media Associates.*
23.12 The consent of International Data Corporation.*
23.13 The consent of AIIM International.*
23.14 The Consent of Industry Analysts, Inc.*
24.1 Power of Attorney.*
27.1 Financial Data Schedule.*
</TABLE>
- - --------
* Previously filed.
+ Management contract or compensatory plan, contract or arrangement.
++Confidential treatment has been requested for portions of this exhibit.

<PAGE>

Exhibit 23.1

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated May 6, 1998 (except for Note 12, as to which the date
is May 28, 1998), in Amendment No. 5 to the Registration Statement (Form S-1
No. 333-48103) and related Prospectus of Global Imaging Systems, Inc. for the
registration of 6,900,000 shares of its common stock.

/s/ Ernst & Young LLP

Tampa, FL
June 12, 1998