EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT (this Agreement) is made effective for all purposes and in all respects as of the 1st day of February, 2003, by and between (i) Global Imaging Systems, Inc., a Delaware corporation (Employer or Global), and (ii) Todd S. Johnson (Executive).

WHEREAS, Employer desires to employ Executive as Vice PresidentAcquisitions of Employer;

WHEREAS, Executive desires to be employed by Employer in the aforesaid capacity; and

WHEREAS, Employer and Executive desire to set forth in writing the terms and conditions of their agreements and understandings.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the parties hereto, intending to be legally bound, hereby agree as follows.

1. Duties of Executive.

a. Description of Duties. During the term of Executives employment hereunder, Executive shall serve as Vice President-Acquisitions of Employer with such duties as are customary to a person holding such position in Executives industry and shall, among other things, undertake and assume the responsibility of performing for and on behalf of Employer such duties as shall be assigned to Executive by any of Employers Chairman, President, Chief Operating Officer or Employers Board of Directors (the Board), at any time and from time to time. It is understood and agreed that Executives principal duties on behalf of Employer as of the date hereof are and shall be to further develop the business of Employer. It is further understood and agreed that any modification in or expansion of Executives duties hereunder shall not, unless specifically agreed by Executive and Employer in a duly executed amendment of this Agreement, result in any modification of or increase or decrease in Executives compensation referred to in Section 3 hereof.

b. Performance of Duties. Executive covenants and agrees, at all times during his employment hereunder, to devote his full-time efforts, energies and skills to his duties as an Executive of Employer, to serve Employer diligently and to the best of Executives ability and at all times to act in compliance with Employers rules, regulations, policies and procedures as shall be in effect from time to time. Executive further covenants and agrees that he will not, directly or indirectly, engage or participate in any activities at any time during such employment which conflict with the business of Employer.

2. Term of Employment.

a. Term. The term of Executives employment with Employer hereunder shall commence on the date hereof and expire on April 1, 2006, unless sooner terminated in

accordance with the provisions of Sections 2(b) or 2(c) hereof; provided, however, that the term of Executives employment with Employer shall be automatically extended for one (1) year on April 1, 2006 and on each subsequent April 1 unless Executive or Employer shall have given written notice to the other at least thirty (30) days prior thereto that the term of Executives employment shall be not be so extended. If Employer chooses not to extend the term of this Agreement as provided in this Section 2(a), it shall pay to Executive a Severance Payment (as defined below) in accordance with Section 3(d), provided that such Severance Payment upon non-renewal by Employer shall be paid for a period of six (6) months.

b. Termination by Employer. Notwithstanding any other provision of this Agreement, Employer may terminate Executives employment under this Agreement (i) without any further obligation or liability at any time for Cause (as defined below) or (ii) at any time without Cause. Such termination shall be evidenced by delivery to Executive of a Notice of Termination (as defined below).

c. Termination by Executive. Notwithstanding any other provision of this Agreement, Executive may terminate his employment under this Agreement: (i) at any time for Good Reason (as defined below), (ii) at any time without Good Reason, or (iii) within one year after the Effective Date of a Change of Control. Such termination (with or without Good Reason) shall be evidenced by delivery to Employer of a Notice of Termination at least thirty (30) days prior to the effective date of such termination.

3. Compensation. In consideration of the services to be rendered by Executive to Employer under this Agreement, Executive shall be compensated as follows:

a. Base Salary. Executive shall be paid an annual base salary (a Base Salary) of One Hundred Forty Thousand Dollars ($140,000), payable in accordance with Employers normal payroll practices and subject to an annual review and possible upward adjustment pursuant to such annual review by the Board based on Executives performance hereunder. All payments hereunder shall be subject to the deduction of payroll taxes and other withholdings and assessments as required by law.

b. Bonus. Executive shall be eligible for an annual bonus (the Bonus) in an amount of up to 50% of Executives Annual Base Salary for such year, as determined by the Board based upon the Employers achievement of budgetary and other objectives set by the Board in good faith and consistent with past practice in consultation with the Executive. The annual bonus, if any, shall be due and payable to Executive prior to June 30 of the following fiscal year. The payment and amount of the Bonus shall be at the sole discretion of the Board (in the same manner as those bonuses for similar officers and executives of other Subsidiaries of the Employer) commencing with Employers fiscal year beginning April 1, 2003. For any fiscal year after the fiscal year ending March 31, 2003 in which Executive is employed for less than 365 days (unless Executive has resigned without Good Reason or has been terminated for Cause), the Bonus, if any, shall be pro rated based on the number of days Executive is in the employ of Employer during such fiscal year.

c. Benefits and Expenses. Executive shall receive such other benefits as may be granted to senior management of Employer generally, examples of such benefits that

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