CODE OF BUSINESS CONDUCT AND ETHICS

GLOBAL IMAGING SYSTEMS, INC.

AND ITS SUBSIDIARIES

INTRODUCTION

Global Imaging Systems, Inc. and its subsidiaries (the Company) have always subscribed to the highest ethical standards. Our employees, officers and members of our Board of Directors (Company Persons or individually, a Company Person) are expected to conduct business legally and ethically and insist that our vendors and business associates do the same. This Code of Business Conduct and Ethics (the Code) embodies the Companys commitment to conduct our business in accordance with applicable laws, rules and regulations and the highest ethical standards. All Company Persons are expected to adhere to the principles and procedures set forth in this Code.

Each Company Person will be held accountable for his or her adherence to the Code. Company Persons who violate the policies in the Code will be subject to disciplinary action, up to and including a discharge from the Company and, where appropriate, civil liability and criminal prosecution.

Company Persons who have questions regarding business conduct or possible violations should contact the Companys Compliance Officer or in connection with accounting or auditing matters, should follow the procedures outlined in the section of the Code entitled Duty to Report Questionable Accounting or Auditing Matters. The Company will not tolerate retaliation for reports made in good faith.

Each Company Person should also read and be familiar with the Companys Employee Handbook and Policy on Insider Trading and Reporting Compliance (Insider Trading Policy), which are not part of the Code.

Nothing in this Code, in any Company policies or procedures, or in other related communications (verbal or written), creates or implies a contract of employment for a definite or indefinite term.

The Company reserves the right to amend, alter or terminate this Code or the policies underlying it at any time for any reason.

For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, the Code shall also be our code of ethics for senior financial officers and the chief executive officer (defined below as Senior Officers).

COMPLIANCE AND REPORTING

Company Persons should endeavor to identify and raise potential issues before they lead to problems and should ask about the application of the Code whenever in doubt. Any employee who becomes aware of any existing or potential violation of this Code should promptly notify the Compliance Officer, or in connection with accounting or auditing matters, should follow the procedures outlined in the Code section entitled, Duty to Report Questionable Accounting or Auditing Matters. If any director or the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, or persons performing similar functions (the Senior Officers) becomes aware of any existing or potential

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