S-3

As filed with the Securities and Exchange Commission on August 13, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Global Imaging Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	59-3247752
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

For information regarding additional registrants, see “Table of Guarantors.”

3820 Northdale Boulevard, Suite 200A

Tampa, Florida 33624

(813) 960-5508

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas S. Johnson

Chairman and Chief Executive Officer

Global Imaging Systems, Inc.

3820 Northdale Boulevard, Suite 200A

Tampa, Florida 33624

(813) 960-5508

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Suzanne A. Barr, Esq.

HOGAN & HARTSON L.L.P.

555 Thirteenth Street, N.W.

Washington, D.C. 20004-1109

(202) 637-5600

Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this registration statement as determined by market conditions.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount Of Registration Fee
4% Convertible Senior Subordinated Notes due 2008	$57,500,000	118.35%	$68,051,250	$5,505.35
Common Stock, par value $.01 per share	2,406,663(2)	—	—	(3)
Guarantees of the 4% Convertible Senior Subordinated Notes due 2008	(4)	—	—	(4)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.

(2) These shares of common stock are issuable upon conversion of the notes at a conversion price of $23.892 per share. Under Rule 416 under the Securities Act, the number of shares of common stock registered includes an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event.

(3) Under Rule 457(i), there is no additional filing fee payable with respect to the shares of common stock issuable upon conversion of the notes because no additional consideration will be received in connection with the exercise of the conversion privilege.

(4) The 4% Convertible Senior Subordinated Notes due 2008 will be the obligations of Global Imaging Systems, Inc. and will be guaranteed from the date of their issuance by the subsidiaries of Global Imaging Systems, Inc. listed on “Table of Guarantors” on the following page. The registrants are hereby registering the guarantees. Pursuant to Rule 457(n), no registration fee is required with respect to the guarantees. The guarantees will not be traded separately.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF GUARANTORS

NAME	STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION	I.R.S. EMPLOYER IDENTIFICATION NUMBER
American Photocopy Equipment Company of Pittsburgh, LLC d/b/a Amcom Office Systems	Delaware	25-1333970
Arizona Office Technologies, Inc.	Arizona	86-0641398
AVPresentations, Inc.	Georgia	58-2349704
Berney Office Solutions, LLC	Alabama	63-0872797
Business Equipment Unlimited	Maine	01-0332262
Cameron Office Products, LLC	Massachusetts	04-2943281
Capitol Office Solutions, LLC	Delaware	52-1058303
Carr Business Systems, Inc.	New York	11-2382276
Centre Business Products, Inc.	Pennsylvania	25-1402615
Column Office Equipment, Inc.	Illinois	36-3710965
Commercial Equipment Company	Michigan	38-1557417
Connecticut Business Systems, LLC	Delaware	06-1164954
Conway Office Products, LLC	New Hampshire	02-0326832
Copy Service and Supply, Inc.	North Carolina	56-1405771
Daniel Communications, Inc.	Alabama	63-0957776
Distinctive Business Products, Inc.	Illinois	36-3206780
Duplicating Specialties, Inc. d/b/a Copytronix	Oregon	93-0557407
Eastern Copy Products, LLC	New York	16-1060031
ecom-division, Inc.	Virginia	54-1973509
Electronic Systems, Inc.	Virginia	54-1145980
Electronic Systems of Richmond, Inc.	Virginia	54-1221626
Global Imaging Finance Company, LLC	Delaware	59-3423296
Global Imaging Operations, LLC	Delaware	04-3340313
Global Operations Texas, L.P.	Texas	58-2481442
Lewan & Associates, Inc.	Colorado	84-0623459
Modern Business Machines, LLC	Alabama	63-0916730
N&L Enterprises, LLC	Alabama	63-0668814
Northeast Copier Systems, LLC	Massachusetts	04-2979231
Office Tech, LLC	New Jersey	22-3030935
Pacific Office Solutions, Inc. d/b/a Advance Business Systems	California	33-0488301
ProView, Inc.	North Carolina	56-1879665
Quality Business Systems, Inc.	Washington	91-1332069
Southern Business Communications, Inc.	Georgia	58-1428621

IMPORTANT NOTICE TO READERS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration process, the selling securityholders may, from time to time, offer notes or shares of our common stock owned by them. Each time the selling securityholders offer notes or common stock under this prospectus, they will provide a copy of this prospectus and, if applicable, a copy of a prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplement together with the information incorporated by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation by Reference” for more information.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any documents incorporated by reference in this prospectus is accurate only as of the date on the front cover of the applicable document or as specifically indicated in the document. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless otherwise indicated, in this prospectus, “Global,” the “Company,” “we,” “us” and “our” refer to Global Imaging Systems, Inc. and its subsidiaries, including each of the guarantors.

TABLE OF CONTENTS

	Page
Important Notice to Readers	i
Prospectus Summary	1
Ratio of Earnings to Fixed Charges	8
Risk Factors	9
Use of Proceeds	11
Forward-Looking Statements	11
Description of Notes	12
Registration Rights	27
Certain U.S. Federal Income Tax Considerations	28
Selling Securityholders	33
Plan of Distribution	36
Legal Matters	38
Experts	38
Where You Can Find More Information	38
Incorporation by Reference	39

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The information in this prospectus is not complete and may be changed. We and the selling securityholders may not sell these securities until the registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This prospectus is neither an offer to sell nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is unlawful.

Subject to Completion, dated August 13, 2003

PROSPECTUS

$57,500,000

Global Imaging Systems, Inc.

4% Convertible Senior Subordinated Notes due 2008 and

2,406,663 Shares of Common Stock Issuable Upon Conversion of the Notes

The Notes and Common Stock

• We issued $57,500,000 aggregate principal amount of our 4% convertible senior subordinated notes due 2008 in a private placement on May 16, 2003. Selling securityholders may offer from time to time up to $57,500,000 of the notes and 2,406,663 shares of our common stock issuable upon conversion of the notes.

• Interest will be payable on May 15 and November 15 of each year, beginning November 15, 2003. The notes will mature on November 15, 2008.

• The notes are our general, unsecured obligations and rank junior to all of our existing and future senior indebtedness, senior to any indebtedness expressly subordinated to the notes and equally with all of our future senior subordinated indebtedness.

• The notes are jointly and severally guaranteed on a senior subordinated basis by all of our existing subsidiaries and certain of our future subsidiaries.

• The notes are convertible into shares of our common stock at a conversion price of $23.892 per share, subject to the adjustments described below. This is equivalent to a conversion rate of approximately 41.8550 shares per $1,000 principal amount of notes.

• We cannot redeem the notes before May 20, 2006. After that date, we may, at our option, redeem the notes at certain specified prices. Holders may require us to repurchase the notes upon a change in control.

• The selling securityholders directly, or through agents designated from time to time, or through dealers or underwriters to be designated, may sell the offered securities from time to time on terms to be determined at the time of sale. See “Plan of Distributions.” To the extent required, the specific offered securities to be sold, the names of the selling securityholders, the respective purchase price and public offering price, the names of such agents, dealers or underwriters, and any applicable commission or discount with respect to a particular offer will be set forth in an accompanying prospectus supplement.

• We will not receive any proceeds from the sale of the notes or shares of common stock issuable upon conversion of the notes by any of the selling securityholders. The notes and the shares of common stock may be offered in negotiated transactions or otherwise, at fixed prices, at market prices prevailing at the time of sale or at negotiated prices. In addition, shares of our common stock may be offered from time to time through ordinary brokerage transactions on the Nasdaq National Market. See “Plan of Distribution.” Each of the selling securityholders reserves the sole right, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of the offered securities to be made directly or through its agents.

• The selling securityholders and any broker-dealers, agents or underwriters that participate with the selling securityholders in the sale of the offered securities may be deemed to be underwriters within the meaning of the Securities Act of 1933. Any profits realized by the selling securityholders may be deemed to be underwriting commissions. Any commissions paid to broker-dealers and, if broker-dealers purchase the offered securities as principals, any profits received by such broker-dealers on the resale of the offered securities, may be deemed to be underwriting discounts or commissions under the Securities Act.

Listing

• Our common stock is listed on the Nasdaq National Market under the symbol “GISX.” On August 12, 2003, the closing sale price of our common stock on the Nasdaq National Market was $24.44.

• The notes originally issued in the private placement are eligible for trading on The Private Offerings, Resales and Trading Through Automated Linkages, or PORTAL, Market of the National Association of Securities Dealers, Inc. However, notes sold pursuant to this prospectus are not expected to remain eligible for trading on the PORTAL market. We do not intend to list the notes on any national securities exchange.

Investing in the notes and common stock involves risks. See “Risk Factors” beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                          , 2003.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It is not complete and is qualified in its entirety by, and should be read in conjunction with, the more detailed information, including “Risk Factors” and financial information, appearing elsewhere in this prospectus, as well as in the documents incorporated by reference in this prospectus.

Our Company

Our Business

We are a leading provider of office technology solutions to middle-market businesses in the United States. We sell and provide contract services for automated office equipment, including copiers, facsimile machines and printers, network integration solutions and electronic presentation systems. We offer solutions incorporating products from Konica, Canon, Ricoh, Sharp, Hewlett-Packard, IBM, Microsoft, InFocus, Sony and other leading companies from a network of 139 locations in 28 states and the District of Columbia. The contractual nature of our service and supply business, tailored lease financing programs, high level of repeat equipment purchases and our emphasis on superior customer service generate stable and recurring revenue streams.

We target small- and medium-sized businesses with fewer than 1,000 employees, which we refer to as the middle-market. We believe these businesses typically base their purchasing decisions on personal relationships and loyalty inspired by customized solutions and high-quality service rather than basing their purchasing decisions strictly on price. Our localized operations enable our sales and service teams to focus exclusively on the needs of their local middle-market customers and to deliver our products and services in the most effective and responsive manner. We believe the middle-market will continue to provide us with attractive revenue opportunities as these businesses continue to demand more sophisticated, integrated office technology solutions.

Our competitive marketplace is highly fragmented, characterized by small local competitors and a few large national competitors. The small local competitors lack our product range, sales organization, financial stability and efficient operating model. The rapid pace of technological change, including the resulting expansion of product offerings and increase in product support costs, has outpaced the technical, managerial and financial resources of many smaller distributors and service providers, causing these businesses to seek larger partners. The large, national providers of office technology solutions focus primarily on serving the needs of large national corporations and lack the customer service focus demanded by middle-market enterprises. We provide our middle-market customers with the economies of scale, professional management and financial stability of a large national organization while preserving the long-standing relationships and customer service focus of a small local company.

Since our founding in June 1994, we have acquired 60 businesses, all within the United States, which we have organized as a network of 15 core companies with corresponding satellite businesses. We enter new geographic markets by acquiring additional core companies. We expand our core companies’ markets through the acquisition of satellite businesses, which are typically smaller than, but in close geographic proximity to, our core companies. Administrative functions at satellite businesses are integrated into our core companies, allowing local management teams to focus on delivering superior products and services. Core companies and satellite businesses typically continue to operate under their pre-acquisition names and with their preacquisition management teams, thus preserving existing customer relationships. We believe that there exists a large number of potential core and satellite acquisition targets in the United States, which represent additional opportunities to expand our geographic presence and continue our disciplined acquisition strategy. We believe that this core and satellite operating model has contributed to our success in the middle-market.

Through a combination of internal growth and our disciplined acquisition strategy, we have grown revenues and operating income by a compounded annual growth rate of 57% and 70%, respectively over our last five fiscal

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years. We attribute our historical revenue growth and consistent operating performance primarily to the following competitive differentiators:

• our focus on the middle-market customer;

• our localized structure—delivering service through local people under a local company name coupled with company-wide operating controls;

• our use of a performance-based, benchmarking model across our companies; and

• our disciplined pursuit and efficient integration of strategic acquisitions.

Our Competitive Strengths

Middle-Market Focus. We offer multi-branded solutions at competitive prices in an effort to provide our middle-market customers one-stop shopping for their office technology requirements and network integration needs. We believe that middle-market businesses typically base their purchasing decisions on personal relationships and loyalty inspired by customized solutions and high-quality service rather than basing their purchasing decisions strictly on price. We believe that our singular focus on the middle-market customer will continue to provide us with attractive revenue opportunities as these businesses demand more sophisticated, integrated office technology solutions.

Large and Diverse Customer Base. We are not dependent on a few large customers. Over 140,000 customers purchased goods or services from us during the fiscal year ended March 31, 2003. Our largest customers account for a low percentage of our revenues. During the fiscal year ended March 31, 2003, our top five customers collectively accounted for 6% of our total revenues and no single customer accounted for more than 2% of our total revenues. In addition, our customer base spans virtually every industry from manufacturing, distribution, financial services, healthcare and retail to educational institutions, local and state governments and not-for-profit organizations.

Stable Recurring Revenue Stream. The contractual nature of our service and supply business, our rental programs and our emphasis on superior customer service generate a significant recurring revenue stream. We estimate that over 90% of our automated office equipment sales are accompanied by service and supply contracts. Our high level of repeat equipment sales and our tailored third-party lease financing programs also contribute to a stable revenue stream.

Effective Business Model for the Middle-Market. We operate with a localized structure which allows us to effectively serve and penetrate the middle-market. We believe that our experienced local management teams possess a valuable understanding of their specific markets and customer bases. These local management teams focus on delivering superior product and service solutions to their local customer bases, without the distraction of dealing with many of the administrative functions of operating their businesses, which are performed at our headquarters. Local management is supported by our consolidated financial strength and senior corporate management, which focuses on strategy, planning, operational improvements and financial reporting.

Efficient Low-Cost Operating Model. Our localized operating structure allows us to better leverage our administrative personnel and create significant operating efficiencies. We strive to generate efficiencies by consolidating the back-office functions of our satellite businesses into our core company operations, by standardizing financial reporting, cash and inventory management, payroll, billing, collections, insurance and employee benefit programs, and by negotiating advantageous relationships with equipment manufacturers and distributors, other suppliers and lessors.

Important Sales Channel for Many of Our Office Technology Manufacturers. Manufacturers typically have relatively limited ability to reach the middle-market efficiently, and instead they rely on independent dealers to market and sell their products. Our network of core companies and satellite businesses generates a large sales volume for manufacturers in the middle-market.

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Product Offerings from Multiple Vendors. We sell products made by a wide array of leading vendors, including Konica, Canon, Ricoh, Sharp, Hewlett-Packard, IBM, Microsoft, InFocus and Sony. During the fiscal year ended March 31, 2003, we purchased 17% of our equipment, parts and supplies from Konica. No other single vendor represented in excess of 7% of our purchases. As we are not limited to a single vendor, or even a few vendors, we are able to offer our customers a wide variety of quality office technology solutions. Our wide array of vendors also limits the risks we may face if one of our vendors experiences financial instability or fails to keep pace with the rapid development and introduction of new products.

Lease Financing Programs Tailored to the Middle-Market. Our ability to offer customized, third-party lease financing programs and our relationships with companies such as General Electric Capital Corporation, or GECC, differentiates us from smaller local dealers in our industry. We believe this provides us with a competitive edge in winning business from middle-market businesses where financing is central to equipment purchasing decisions.

Highly Incentivized and Motivated Workforce. We believe we have a highly incentivized and motivated workforce, not only because of our competitive compensation packages, training programs and advancement opportunities, but also because we foster an environment of friendly competition among our sales teams and core company presidents. Our sales personnel are compensated primarily on a commission basis, with local management ultimately determining the structure of sales compensation and commissions within the parameters of our management benchmarking model. We grant stock options to purchase our common stock to employees at all levels from our executive officers to our local managers. Additionally, we offer training for employees at all levels of the Company, underscoring our commitment to our employees’ development. Finally, our culture permits and encourages our core company presidents to share information with each other, which furthers the competitive advantage they have over their local competition.

Our Growth Strategies

Capitalize on Cross-Selling and Recurring Revenue Opportunities. We constantly seek to deliver the highest level of service to our customers. Effective and responsive servicing of our customers has created strong loyalty and the opportunity to cross-sell additional products and services. By leveraging our existing customer base, our cross-selling activities have historically increased our operating efficiency and our margins. Our service and supply activities generally provide us with a recurring source of revenue and increased visibility with our customers. By taking advantage of the after-market opportunities generated by our sales of office technology equipment, we are able to derive a substantial amount of recurring revenue from our installed base through service and supply contracts.

Further Penetrate the Middle-Market. The office technology solutions industry is characterized by rapid technological change and growth in product offerings. This rapid change and the increasing availability of integrated office solutions present middle-market businesses with opportunities to enhance their financial and operational efficiency. As more middle-market businesses move to take full advantage of these opportunities, we expect to sell more complete office technology solutions. We believe our position as a leading provider of office technology solutions to the middle-market will allow us to meet the needs of these customers and expand our customer base.

Selectively Pursue Strategic Acquisitions. We intend to continue to pursue strategic acquisitions that extend the Company into new geographic markets, broaden our product offerings, increase our market share within the markets we currently serve and further exploit the economies of scale of our core and satellite structure.

Optimize Our Product Sales and Service Mix Using Our Benchmarking Model. Our executives have developed a comprehensive set of performance benchmarks to enable our businesses to optimize product sales and service mix as well as increase profitability. These benchmarks, which are the focus of internal reporting from our core companies to headquarters, allow our senior and local management teams to monitor and improve

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virtually every measurable aspect of the operations of each of our companies. Using these criteria, we train our core and satellite business managers to continually optimize their business mix and improve financial performance.

Utilize Our Consolidated Financial Strength to Facilitate Local Sales. Our status as a public company with significant financial resources facilitates sales by our core companies in several ways. First, our size, financial resources and the volume of equipment we purchase frequently permit us to negotiate favorable purchasing terms from our vendors. Second, our third-party lease financing relationships provide our customers with cost-effective access to equipment. Third, our purchasing volume enables us to better negotiate for co-marketing incentives from our major vendors and manufacturers, which may be used to buy local advertising. Finally, our geographic presence and successful operating history reassure customers who want their source of office technology solutions to be stable and reliable.

We were incorporated in the State of Delaware in 1994 and our principal executive offices are located at 3820 Northdale Boulevard, Suite 200A, Tampa, Florida 33624. Our telephone number is (813) 960-5508. Our website is www.global-imaging.com. Information on our website does not constitute part of this prospectus.

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The Offering

Issuer Global Imaging Systems, Inc.

Notes and Common Stock Offered We issued $57,500,000 aggregate principal amount of 4% convertible senior subordinated notes due 2008 in a private placement in May 2003. Selling securityholders may offer from time to time up to $57,500,000 aggregate principal amount of the notes and 2,406,663 shares of our common stock issuable upon conversion of the notes.

Interest The notes bear interest at an annual rate of 4%. Interest is payable on May 15 and November 15 of each year, beginning November 15, 2003.

Maturity Date November 15, 2008.

Conversion Rights The notes are convertible into shares of our common stock at a conversion price of $23.892 per share at any time prior to maturity, unless previously redeemed or repurchased. This is equivalent to a conversion rate of approximately 41.8550 shares per $1,000 principal amount of notes. The conversion price is subject to adjustment in certain circumstances. Upon conversion, you will not receive any cash representing accrued interest. See “Description of the Notes—Conversion of Notes.”

Optional Redemption We may redeem the notes on or after May 20, 2006 at the redemption prices set forth in this prospectus, plus accrued and unpaid interest to, but excluding, the redemption date. See “Description of the Notes—Optional Redemption by Global.”

Sinking Fund None.

Purchase of Notes at Your Option Upon a  Change in Control Upon a change in control, you may require us to purchase your notes at 100% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the purchase date. We may not have sufficient funds to pay the purchase price for all duly tendered notes upon a change in control. See “Risk Factors—We may not be able to purchase your notes upon a change in control.”

Guarantees Our obligations under the notes and the indenture governing the notes are jointly and severally guaranteed on a senior subordinated basis by all of our existing subsidiaries and will be jointly and severally guaranteed by any subsidiary we create or acquire after the date of this prospectus, other than a special purpose financing subsidiary. We refer to our subsidiaries that are providing guarantees of the notes as guarantors.

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Subordination and Ranking The notes and the guarantees rank:

• junior to all of our and the guarantors’ existing and future senior indebtedness, including any indebtedness under our amended and restated senior credit facility;

• senior to any of our and the guarantors’ future indebtedness expressly subordinated to the notes and the guarantees;

• equal to all of our and the guarantors’ existing and future senior subordinated debt; and

• effectively junior to all of our and the guarantors’ existing and future secured indebtedness to the extent of the assets securing such indebtedness.

As of June 30, 2003:

• the notes ranked junior to approximately $147.5 million of our senior indebtedness, approximately $147.2 million of which represented indebtedness under our amended and restated senior credit facility which is also secured by substantially all of our assets, and future acquired assets, and those of our subsidiaries;

• the guarantees ranked junior to approximately $147.5 million of senior indebtedness, approximately $147.2 million of which represented indebtedness under our amended and restated senior credit facility; and

• other than in connection with (a) the security provided under customary purchase money indebtedness, (b) the security provided under certain financing arrangements provided by vendors of electronic business equipment that we purchase and resell to our customers and (c) the security provided to our lenders under our amended and restated senior credit facility, we and the guarantors do not have any other material secured debt outstanding.

The indenture governing the notes and the guarantees permits us, the guarantors, and any of our future subsidiaries to incur substantial additional indebtedness, including senior and secured indebtedness, to which the notes and the guarantees would be subordinated. See “Description of the Notes—Subordination of the Notes and the Guarantees.”

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Trading The notes originally issued in the private placement are eligible for trading on the PORTAL market. However, notes sold pursuant to this prospectus are not expected to remain eligible for trading on the PORTAL market. We do not intend to list the notes on any national securities exchange. Our common stock into which the notes may be converted is traded on the Nasdaq National Market under the symbol “GISX.”

Use of Proceeds We will not receive any proceeds from the sale by any selling securityholder of the notes or the shares of common stock issuable upon conversion of the notes.

Risk Factors In analyzing an investment in the notes and common stock offered by this prospectus, you should carefully consider, along with other matters referred to in this prospectus, the information set forth under “Risk Factors.”

For a more complete description of the terms of the notes, see “Description of Notes.”

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of our earnings to fixed charges for each of the periods indicated. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as income from operations before income taxes, plus fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt issuance costs and the portion of lease payments considered the interest factor.

Fiscal Year Ended March 31,					Three Months Ended June 30,
1999	2000	2001	2002	2003	2002	2003
3.42x	2.20x	2.04x	2.78x	3.80x	3.40x	2.56x

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RISK FACTORS

Investing in the notes involves risks. You should carefully consider the risks described below before investing in the notes. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may impair our business operations in the future. If any of the following risks actually occur, our business, financial condition or results of operations could be materially harmed. You should also refer to other information included and incorporated by reference in this prospectus.

Risks Related to the Notes and the Guarantees

The notes and guarantees are unsecured and subordinated to our senior debt and the senior debt of the guarantors.

The notes and the guarantees provided by our subsidiaries are unsecured, which means that you will have no recourse to our specific assets or to the assets of our subsidiaries if a default occurs under the notes and the indenture. In addition, before we can pay principal and interest on the notes, we must first make payments on any of our existing and future senior debt that is in default, including all senior debt of our subsidiaries, if any, and all outstanding amounts under our amended and restated senior credit facility.

As of June 30, 2003 we had $147.5 million of senior indebtedness outstanding and the guarantors had $147.5 million of senior indebtedness outstanding. Substantially all of our and the guarantors’ real and personal property used in our business operations secures our obligations under our amended and restated senior credit facility. If we default on any payments required under our amended and restated senior credit facility, or if we fail to comply with other provisions governing these obligations such as the maintenance of certain required financial ratios, the senior lenders could declare all amounts outstanding, together with accrued and unpaid interest, immediately due and payable. If we are unable to repay amounts due, the lenders could proceed against the collateral securing the debt. If the lenders proceed against any of the collateral, we may not have enough assets left to pay you or other noteholders or other holders of our subordinated debt. Moreover, if we become bankrupt or similarly reorganize, we may not be able to use our assets to pay you or other noteholders until after we pay all of our senior debt. In addition, the amended and restated senior credit facility will prohibit us from paying amounts due on the notes, or from purchasing, redeeming or otherwise acquiring the notes if a default exists under our senior debt. See “Description of the Notes—Subordination of the Notes and the Guarantees.”

The terms of the notes or the guarantees do not restrict our ability to incur additional debt, pay dividends or repurchase our securities.

Neither we nor our subsidiaries, including the guarantors, are restricted from incurring additional debt, including senior indebtedness senior to the notes and additional senior subordinated debt ranking equally with the notes and the guarantees, under the indenture governing the notes and the guarantees. If we or our subsidiaries were to incur additional debt or liabilities, our ability to pay our obligations on the notes and the guarantees, as the case may be, could be adversely affected. We anticipate that from time to time, we and our subsidiaries will incur additional indebtedness, including senior indebtedness that is senior to the notes. In addition, we are not restricted from paying dividends or issuing or repurchasing our securities under the indenture.

We may not be able to purchase your notes upon a change in control.

Upon a change in control, as defined in the indenture, you may require us to purchase all or a portion of your notes. If a change in control were to occur, we may not have enough funds to pay the purchase price for all tendered notes. The amended and restated senior credit facility and other agreements relating to our indebtedness prohibit the redemption or repurchase of the notes and provide that a change in control constitutes an event of default. If a change in control occurs at a time when we are prohibited from purchasing the notes, we could seek

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the consent of our lenders to purchase the notes or could attempt to refinance this debt. If we do not obtain a consent, we would be unable to purchase the notes. Our failure to purchase tendered notes would constitute an event of default under the indenture, which would constitute a default under the terms of our other debt. In such circumstances, and due to the fact that a change in control may constitute an event of default under our senior indebtedness, the subordination provisions of the indenture would limit or prohibit payments to you. The term “change in control” is limited to certain specified transactions and may not include other events that might harm our financial condition. Our obligation to offer to purchase the notes upon a change in control would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

Federal and state statutes may allow courts to void or subordinate guarantees.

The notes are guaranteed by all of our existing subsidiaries and will be guaranteed by certain of our future subsidiaries. If a bankruptcy case or lawsuit is initiated with respect to a guarantor, the debt represented by the guarantee entered into by that guarantor may be reviewed under federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to certain obligations of a guarantor, if, among other things, such guarantor, at the time it entered into the guarantee, received less than fair consideration for entering into the guarantee and either it was insolvent or rendered insolvent by reason of entering into the guarantee, it was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital or it intended to incur, or believed that it would incur, debts or contingent liabilities beyond its ability to pay such debts or contingent liabilities as they became due. If one or more of the guarantees is voided, holders of the notes would be solely creditors of ours and of the guarantors that have validly guaranteed the notes; and if one or more guarantees is subordinated, the other creditors of such guarantor would be entitled to be paid in full before any payment could be made on the notes. We cannot assure you that after providing for all prior claims, there would be sufficient assets remaining to satisfy the claims of the holders of these notes.

Our stock price is subject to volatility.

Prior to electing to convert notes, a noteholder should compare the price at which our common stock is trading on Nasdaq to the conversion price of the notes. Our common stock trades on Nasdaq under the symbol “GISX.” The stock market has, from time to time, experienced extreme price and volume fluctuations. Many factors may cause the market for our common stock to decline following this offering, including:

• adverse trends in the office technology solutions industry;

• announcements and actions by our competitors;

• fluctuations in our competitors’ stock prices;

• low trading volume;

• public sales of a substantial number of shares of our common stock;

• downward revisions in estimates by securities analysts;

• our operating results failing to meet expectations of securities analysts or investors in any quarter; and

• our liquidity or ability to raise funds.

Such fluctuations, as well as economic conditions generally, may adversely affect the market price of our securities, including our common stock and the notes.

Absence of a public market for the notes could cause purchasers of the notes to be unable to resell them for an extended period of time.

There is no established public trading market for the notes. The notes originally issued in the private placement are eligible for trading on the PORTAL market. However, notes sold pursuant to this prospectus are

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not expected to remain eligible for trading on the PORTAL market. The notes will not be listed on any securities exchange or included in any automated quotation system. We cannot assure you that an active trading market for the notes will develop or, if such market develops, how liquid it will be.

If a trading market does not develop or is not maintained, holders of the notes may experience difficulty in reselling, or an inability to sell, the notes. If a market for the notes develops, any such market may be discontinued at any time. If a public trading market develops for the notes, future trading prices of the notes will depend on many factors, including, among other things, the price of our common stock into which the notes are convertible, prevailing interest rates, our operating results and the market for similar securities. Depending on the price of our common stock into which the notes are convertible, prevailing interest rates, the market for similar securities and other factors, including our financial condition, the notes may trade at a discount from their principal amount.

USE OF PROCEEDS

We will not receive any proceeds from the sale by any selling securityholder of the notes or the shares of common stock issuable upon conversion of the notes.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including statements about our acquisition and business strategies, our expected financial position and operating results, the projected size of our markets and similar matters. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “project” and similar expressions, as they relate to us, our management, and our industry are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Actual results may differ materially. Some of the risks, uncertainties and assumptions about Global that may cause actual results to differ from the results in these forward-looking statements are described in “Risk Factors” and in the “Risk Factors” section of our Form 10-K for the year ended March 31, 2003, which is incorporated herein by reference.

All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus might not transpire.

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DESCRIPTION OF NOTES

We issued $57,500,000 aggregate principal amount of notes in a private placement on May 16, 2003. The notes were issued under an indenture, dated as of May 16, 2003, among us, the guarantors and The Bank of New York, as trustee. The following summarizes some, but not all, provisions of the notes, the guarantees and the indenture. We urge you to read the indenture because the indenture, and not this description, defines your rights as a holder of the notes and the guarantees. A copy of the form of indenture and the form of certificate evidencing the notes and the guarantees is available to you upon request. In this section, “Global,” “we,” “us” and “our” each refers only to Global Imaging Systems, Inc. and not to any of its subsidiaries.

General

The notes are:

• unsecured senior subordinated obligations of Global;

• subordinated in right of payment to all of our existing and future senior indebtedness (as defined below);

• convertible into shares of our common stock; and

• guaranteed by each of our current and certain of our future subsidiaries on a senior subordinated basis.

The notes will mature on November 15, 2008, unless earlier redeemed at our option or purchased by us at your option upon a change in control.

Neither we nor our subsidiaries are restricted from paying dividends, incurring debt, or issuing or repurchasing our securities under the indenture. In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction or a change in control of Global, except to the extent described under “—Purchase of Notes at Your Option Upon a Change in Control.”

The notes bear interest at the annual rate of 4% from May 16, 2003. Interest will be payable on May 15 and November 15 of each year, beginning November 15, 2003, subject to limited exceptions if the notes are converted, redeemed or purchased prior to the interest payment date. The record dates for the payment of interest will be May 1 and November 1 of each year. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. We are not required to make any payment on the notes due on any day which is not a business day until the next succeeding business day. The payment made on the next succeeding business day will be treated as though it were paid on the original due date and no interest will accrue on the payment for the additional period of time.

The notes were issued as global securities in book-entry form. Payments in respect of the notes represented by the global securities will be made by wire transfer of immediately available funds to the accounts specified by holders of the global securities. With respect to any notes subsequently issued in certificated form, we will make payments by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each holder’s registered address.

Additional interest may accrue on the notes in certain circumstances pursuant to the registration rights agreement; see “Registration Rights.”

We maintain an office in the City of New York where the notes may be presented for registration, transfer, exchange or conversion. This office initially is an office or agency of the trustee. Except under limited circumstances described below, the notes are issued only in fully-registered book-entry form, without coupons, and are represented by one or more global notes. There is no service charge for any registration of transfer or exchange of notes. We may, however, require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.

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Conversion of Notes

You have the right, at your option, to convert any portion of the principal amount of any note that is an integral multiple of $1,000 into shares of our common stock at any time prior to the close of business on the maturity date, unless previously redeemed or purchased, at the conversion price of $23.892 per share, subject to the adjustments described below. This is equivalent to a conversion rate of approximately 41.8550 shares per $1,000 principal amount of notes. Except as described below, we will not make any payment or other adjustment for accrued interest or dividends on any common stock issued upon conversion of the notes.

If you submit your notes for conversion between the close of business on a record date for an interest payment and the opening of business on the next interest payment date (except for notes or portions of notes called for redemption or subject to purchase following a change in control on a redemption date or a purchase date, as the case may be, occurring during the period from the close of business on a record date for an interest payment and ending on the opening of business on the first business day after the next interest payment date or if this interest payment date is not a business day, the second business day after the interest payment date), you must pay funds equal to the interest payable on the principal amount being converted. As a result of the foregoing provisions, if the exception described in the preceding sentence does not apply and you surrender your notes for conversion on a date that is not an interest payment date, you will not receive any interest for the period from the interest payment date next preceding the date of conversion to the date of conversion or for any later period.

We will not issue fractional shares of common stock upon conversion of notes. Instead, we will pay cash for the fractional amount based upon the closing market price of the common stock on the last trading day prior to the date of conversion.

If the notes are called for redemption or are subject to purchase following a change in control, your conversion rights on the notes called for redemption or so subject to purchase will expire at the close of business on the last business day immediately before the redemption date or purchase date, as the case may be, or such earlier date as the notes are presented for redemption or for purchase, unless we default in the payment of the redemption price or purchase price, in which case, your conversion right will terminate at the close of business on the date the default is cured and the notes are redeemed or purchased. If you have submitted your notes for purchase upon a change in control, you may only convert your notes if you withdraw your election in accordance with the indenture.

The conversion price will be adjusted upon the occurrence of:

(1) the issuance of shares of our common stock as a dividend or distribution on our common stock;

(2) the subdivision or combination of our outstanding common stock;

(3) the issuance to all or substantially all holders of our common stock of rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase our common stock, or securities convertible into our common stock, at a price per share or a conversion price per share less than the then current market price per share, provided that the conversion price will be readjusted to the extent that such rights or warrants are not exercised prior to the expiration;

(4) the distribution to all or substantially all holders of our common stock of shares of capital stock (other than our common stock), evidences of indebtedness or other assets (other than cash dividends out of current or retained earnings), or rights or warrants to purchase our securities (other than distribution of rights to all holders of common stock pursuant to an adoption of a shareholder rights plan);

(5) cash dividends or distributions to all or substantially all holders of our common stock in an aggregate amount that together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer by us or any of our subsidiaries for our common stock consummated within the preceding 12 months not triggering a conversion price adjustment and (B) all other cash distributions to all or substantially all holders of our common stock made within the preceding 12

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months not triggering a conversion price adjustment, exceeds an amount equal to 10% of our market capitalization on the business day immediately preceding the day on which we declare such distribution; and

(6) the purchase of our common stock pursuant to a tender offer made by us or any of our subsidiaries to the extent that the same involves aggregate consideration that together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer by us or any of our subsidiaries for our common stock consummated within the preceding 12 months not triggering a conversion price adjustment and (B) cash distributions to all or substantially all holders of our common stock made within the preceding 12 months not triggering a conversion price adjustment, exceeds an amount equal to 10% of our market capitalization on the expiration date of such tender offer.

In the event of:

• any reclassification of our common stock;

• a consolidation, merger or combination involving Global; or

• a sale or conveyance to another person of the property and assets of Global as an entirety or substantially as an entirety,

in which holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, holders of notes will generally be entitled to convert their notes into the same type of consideration received by holders of common stock immediately prior to one of these types of events.

In addition, the indenture provides that upon conversion of the notes, the holders of the notes will receive, in addition to the shares of common stock issuable upon such conversion, the rights related to such common stock pursuant to any future shareholders rights plan we may adopt, whether or not such rights have separated from the common stock at the time of such conversion. However, there shall not be any adjustment to the conversion price as a result of:

• the issuance of the rights;

• the distribution of separate certificates representing the rights;

• the exercise or redemption of such rights in accordance with any rights agreement; or

• the termination or invalidation of the rights.

You may, in some circumstances, be deemed to have received a distribution or dividend subject to U.S. federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to the conversion price. See “Certain U.S. Federal Income Tax Considerations.”

We are permitted to reduce the conversion price of the notes by any amount for a period of at least 20 days if our board of directors determines that such reduction would be in our best interest, provided that the conversion price is not less than the par value of our stock. We are required to give at least 20 days prior notice of any reduction in the conversion price. We may also reduce the conversion price to avoid or diminish income tax to holders of our common stock in connection with a dividend or distribution of stock or similar event. See “Certain U.S. Federal Income Tax Considerations.”

No adjustment in the conversion price is required unless it would result in a change in the conversion price of at least 1%. Any adjustment not made will be taken into account in subsequent adjustments. Except as stated above, we will not adjust the conversion price for the issuance of our common stock or any securities convertible into or exchangeable for our common stock or the right to purchase our common stock or such convertible or exchangeable securities.

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Guarantees

The guarantors have unconditionally, jointly and severally, guaranteed, on a senior subordinated basis, our obligations under the notes. Each guarantor’s guarantee is subordinate to the payment in full of all senior indebtedness. As of the date of the indenture, all of our subsidiaries were guarantors of the notes.

The obligations of each guarantor under its guarantee is limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under applicable law. Each guarantor that makes a payment under its guarantee will be entitled upon payment in full of all guaranteed obligations under the indenture to a contribution from each other guarantor in an amount equal to such other guarantor’s pro rata portion of such payment based on the respective net assets of all the guarantors at the time of such payment. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including other guarantees and other contingent liabilities) of the applicable guarantor, and, depending on the amount of such indebtedness, a guarantor’s liability on its guarantee could be reduced to zero. See “Risk Factors— Risks Related to the Notes and the Guarantees—Federal and state statutes may allow courts to void or subordinate guarantees.”

A guarantor will be released from its guarantee in the event:

(1) a guarantor ceases to exist as a result of its merger with and into us or another guarantor or as a result of its liquidation in a manner not giving rise to a default or event of default under the indenture; or

(2) there is a sale or other disposition of all or substantially all of the capital stock of such guarantor to a person other than us or one of our subsidiaries such that such guarantor is no longer one of our subsidiaries;

in each case, in compliance with the terms of the indenture.

If we create or acquire another subsidiary, other than a subsidiary that is a special purpose financing subsidiary, we will cause such subsidiary to become a guarantor and execute a supplemental indenture and provide the trustee with any documentation as may be required under the indenture.

Subordination of the Notes and the Guarantees

The payment of the principal of, premium, if any, and interest on the notes and the payment of any guarantee is subordinated in right of payment to the prior payment in full, in cash or other payment satisfactory to the holders of senior indebtedness, of all existing and future senior indebtedness of ours and each guarantor, including the obligations under the amended and restated senior credit facility. If we or one of our subsidiaries dissolves, winds-up, liquidates or reorganizes, or if we or one of our subsidiaries are the subject of any bankruptcy, insolvency, receivership or similar proceedings, the holders of senior indebtedness will be paid in full in cash or other payment satisfactory to the holders of senior indebtedness before we or any guarantor pays the holders of the notes. If the notes are accelerated because of an event of default, the holders of senior indebtedness will be paid in full all amounts due and owing thereunder before we or any guarantor pays the noteholders. The indenture requires that we must notify holders of senior indebtedness at least five business days prior to the payment of the notes if such payment is accelerated because of an event of default under the indenture.

Only our indebtedness and indebtedness of a guarantor that is senior indebtedness ranks senior to the notes and the relevant guarantee in accordance with the provisions of the indenture. The notes and each guarantee in all respects rank equally in right of payment with all other senior subordinated indebtedness of us and the relevant guarantor, respectively.

As of June 30, 2003:

• we had approximately $147.5 million senior indebtedness, including $147.2 million under the amended and restated senior credit facility, which also is indebtedness that is secured by substantially all of our, and substantially all of our subsidiaries’, assets and future acquired assets;

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• the guarantors had $147.5 million of senior indebtedness, consisting primarily of their obligations as borrowers (on a joint and several basis with Global and the other guarantors) under the amended and restated senior credit facility; and

• we and the guarantors had $57.5 million in senior subordinated indebtedness, consisting entirely of our obligations under the notes, and with respect to the guarantors, the guarantees under the notes.

We and the guarantors have agreed in the indenture that we and they will not incur, directly or indirectly, any indebtedness that is contractually subordinate or junior in right of payment to our senior indebtedness or the senior indebtedness of such guarantor, unless such indebtedness is senior subordinated indebtedness of ours or the guarantors, as applicable, or is expressly subordinated in right of payment to senior subordinated indebtedness of us or the guarantors, as applicable.

We may not make any payment on the notes or purchase or otherwise acquire the notes if:

• a default in the payment of any senior indebtedness, as defined below, occurs (whether at maturity, due to acceleration or otherwise) and is continuing beyond any applicable grace period; or

• any other default of designated senior indebtedness occurs and is continuing that permits holders of the designated senior indebtedness to accelerate its maturity and the trustee receives a notice that blocks a payment under the notes, a payment blockage notice, from us, the administrative agent under the amended and restated senior credit facility, the administrative agent under any future credit facility deemed designated senior indebtedness or any other person permitted to give such notice under the indenture.

No new period of payment blockage may be commenced for a default (other than a payment default) unless 365 days have elapsed since the effectiveness of the immediately prior payment blockage notice.

No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice shall be the basis for a subsequent payment blockage notice, unless such event of default has been cured or waived for a period of not less than 30 consecutive days.

We may not resume payments on the notes or otherwise acquire the notes until:

• in case of a payment default, the date on which such default is cured or waived or ceases to exist, and

• in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or ceases to exist or 179 days after the date on which the payment blockage notice is received.

These subordination provisions will not prevent the occurrence of any event of default under the indenture.

If either the trustee or any holder of notes receives any payment or distribution of our assets in contravention of these subordination provisions before all senior indebtedness is paid in full, then such payment or distribution will be held by the recipient in trust for the benefit of holders of senior indebtedness to the extent necessary to make payment in full of all senior indebtedness remaining unpaid.

A guarantor’s obligations under its guarantee are also senior subordinated obligations. As such, the rights of noteholders to receive payment by a guarantor pursuant to its guarantee is subordinated in right of payment to the rights of holders of senior indebtedness. The terms of the subordination provisions described above with respect to our obligations under the notes apply equally to a guarantor and the obligations of such guarantor under its guarantee.

Our operations are conducted through our subsidiaries. As a result, our cash flow and our ability to service our debt, including the notes, depend upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments by our subsidiaries to us.

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By reason of the subordination provisions contained in the indenture, in the event of a liquidation or insolvency proceeding, our creditors or creditors of a guarantor who are holders of our senior indebtedness or senior indebtedness of a guarantor, as the case may be, may recover more, ratably, than the holders of the notes, and creditors of ours who are not holders of senior indebtedness may recover less, ratably, than holders of our senior indebtedness and may recover more, ratably, than the holders of the notes.

Neither we nor our subsidiaries, including each of the guarantors, are limited from incurring senior indebtedness, additional senior subordinated indebtedness or certain other debt under the indenture. If we incur additional debt, our ability to pay our obligations on the notes could be affected. We and the guarantors expect from time to time to incur additional indebtedness and other liabilities.

We are obligated to pay compensation to the trustee. We will indemnify the trustee against any losses, liabilities or expenses incurred by it in connection with its duties. The trustee’s claims for such payments will be senior to the claims of the noteholders.

The term “designated senior indebtedness” means (1) in respect of us, the amended and restated senior credit facility and any other senior indebtedness of the Company which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $5 million and is specifically designated by us in the instrument evidencing or governing such senior indebtedness as “designated senior indebtedness” for purposes of the indenture and (2) in respect of any guarantor, its guarantee under the amended and restated senior credit facility (as a direct borrower, a guarantor or otherwise) and any other senior indebtedness of any guarantor which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $5 million and is specifically designated by such guarantor in the instrument evidencing or governing such senior indebtedness as “designated senior indebtedness” for purposes of the indenture.

The term “indebtedness” means, with respect to any person, on any date of determination:

(1) all indebtedness, obligations and other liabilities, contingent or otherwise, of such person (A) for borrowed money, including overdrafts, foreign exchange contracts, currency exchange or similar agreements, interest rate protection agreements, hedging or similar agreements and any loans or advances from banks, whether or not evidenced by notes or similar instruments, or (B) evidenced by credit or loan agreements, bonds, debentures, notes or similar instruments, whether or not the recourse of the lender is to the whole of the assets of such person or to only a portion thereof, other than any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services;

(2) all reimbursement obligations and other liabilities, contingent or otherwise, of such person with respect to letters of credit, bank guarantees, bankers’ acceptances, security purchase facilities or similar credit transactions;

(3) all obligations and liabilities, contingent or otherwise, of such person in respect of leases required, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on such person’s balance sheet and all obligations and liabilities, contingent or otherwise, in respect of deferred and unpaid balances on any purchase price on any property;

(4) all obligations and other liabilities, contingent or otherwise, of such person under any lease or related document, including a purchase agreement, conditional sale or other title retention agreement, in connection with the lease of real property or improvements thereon (or any personal property included as part of any such lease) which provides that such person is contractually obligated to purchase or cause a third party to purchase the leased property or pay an agreed upon residual value of the leased property, including such person’s obligations under such lease or related document to purchase or cause a third party to purchase such leased property or pay an agreed upon residual value of the leased property to the lessor;

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(5) all obligations, contingent or otherwise, of such person with respect to an interest rate or other swap, cap, floor or collar agreement or hedge agreement, forward contract or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;

(6) all of such person’s direct or indirect guarantees or similar agreement by such person in respect of, and all of such person’s obligations or liabilities to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another person of the kinds described in clauses (1) through (5);

(7) any indebtedness or other obligations described in clauses (1) through (6) secured by any mortgage, pledge, lien or other encumbrance existing on property which such person owns or holds, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by such person; and

(8) any and all deferrals, renewals, extensions, refinancings, restatements, replacements and refundings of, or amendments, modifications or supplements to, or any indebtedness or obligation issued in exchange for any indebtedness, obligation or liability of the kinds described in clauses (1) through (7).

The term “senior indebtedness” means the principal of, premium, if any, interest, including any interest accruing after the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowed as a claim in the proceeding, and rent payable on or in connection with, and all fees, costs, expenses and other amounts accrued or due on or in connection with, indebtedness (as defined above) of us or a guarantor, as the case may be, whether secured or unsecured, absolute or contingent, due or to become due, outstanding on the date of the indenture or thereafter created, incurred, assumed, guaranteed or in effect guaranteed by us or a guarantor, as the case may be, including all deferrals, renewals, extensions, refinancings, restatements, replacements or refundings of, or amendments, modifications or supplements to, the foregoing, including all indebtedness and guarantees under the amended and restated senior credit facility. Senior indebtedness does not include:

(1) indebtedness that expressly provides that such indebtedness shall not be senior in right of payment to the notes or the guarantees, as the case may be, or expressly provides that such indebtedness ranks equally in right of payment or is junior to the notes or the guarantees, as the case may be; and

(2) any indebtedness to any of our majority owned subsidiaries, other than indebtedness to our subsidiaries arising by reason of guarantees by us of indebtedness of such subsidiary to a person that is not our subsidiary.

The term “senior subordinated indebtedness” means, (1) with respect to us, the notes, (2) with respect to any guarantor, such guarantor’s guarantee described herein, and (3) any indebtedness of us or such guarantor, as the case may be, that specifically provides that such indebtedness is to rank equal in right of payment with the notes or such guarantee, as the case may be, and is not subordinated by its terms in right of payment to any indebtedness or other obligation of us or such guarantor which is not senior indebtedness.

Optional Redemption by Global

We may redeem the notes on or after May 20, 2006 on at least 20-days and no more than 60-days notice, in whole or in part, at the following redemption prices expressed as percentages of the principal amount:

Redemption Period	Redemption Price
May 20, 2006 through May 14, 2007	101.6	%
May 15, 2007 through May 14, 2008	100.8	%
May 15, 2008 and thereafter	100.0	%

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in each case, together with accrued interest up to but not including the redemption date; provided that if the redemption date falls after an interest payment record date and on or before an interest payment date, then the interest payment shall be payable to holders of record on the relevant record date.

If we decide to redeem fewer than all of the notes, the trustee will select the notes to be redeemed by lot, or in its discretion, on a pro rata basis. If any note is to be redeemed in part only, a new note in principal amount equal to the unredeemed principal portion will be issued. If a portion of your notes is selected for partial redemption and you convert a portion of your notes, the converted portion will be deemed to be part of the portion selected for redemption.

Prior to May 20, 2006, we cannot redeem the notes at our option.

No sinking fund is provided for the notes.

Purchase of Notes at Your Option upon a Change in Control

If a change in control occurs, you will have the right to require us to purchase all or any part of your notes 30 business days after the occurrence of such change in control at a purchase price equal to 100% of the principal amount of the notes together with accrued and unpaid interest to, but excluding, the purchase date. Notes submitted for purchase must be in integral multiples of $1,000 principal amount.

We will mail to the trustee and to each holder a written notice of the change in control within 20 business days after the occurrence of such change in control. This notice shall state certain specified information, including:

• the date of the change of control and information about and the terms and conditions of the change in control;

• information about the holders’ right to convert the notes;

• the holders’ right to require us to purchase the notes;

• the procedures required for exercise of the purchase option upon a change in control; and

• the name and address of the paying and conversion agents.

You must deliver written notice of your exercise of this purchase right to the paying agent at any time prior to the close of business on the business day prior to the change in control purchase date. The written notice must specify the notes for which the purchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the business day prior to the change in control purchase date.

A change in control will be deemed to have occurred if any of the following occurs:

• any “person” or “group” is or becomes the “beneficial owner,” directly or indirectly, of shares of our voting stock representing 50% or more of the total voting power of all outstanding classes of our voting stock or has the power, directly or indirectly, to elect a majority of the members of our board of directors;

• we consolidate with, or merge with or into, another person or we sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our assets, or any person consolidates with, or merges with or into, us, in any such event other than pursuant to a transaction in which the persons that “beneficially owned,” directly or indirectly, the shares of our voting stock immediately prior to such transaction “beneficially own,” directly or indirectly, shares of our voting stock representing at least a majority of the total voting power of all outstanding classes of voting stock of the surviving or transferee person; or

• the holders of our capital stock approve any plan or proposal for the liquidation or dissolution of Global (whether or not otherwise in compliance with the indenture).

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However, a change in control will not be deemed to have occurred if either:

• the last sale price of our common stock for any five trading days during (a) the ten consecutive trading days immediately after the later of the change in control and the public announcement of the change of control, in the case of a change in control under the first bullet point above, or (b) the ten consecutive trading days ending immediately before the change in control, in the case of a change in control under the second bullet point above, is, in either case, at least equal to 105% of the conversion price in effect on such day; or

• in the case of a merger or consolidation, all of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation constituting the change in control consists of common stock traded on a U.S. national securities exchange or quoted on the Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in connection with such change in control) and as a result of such transaction or transactions the notes become convertible solely into such common stock.

For purposes of this change in control definition:

• “person” and “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision;

• a “beneficial owner” will be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of the indenture, except that the number of shares of our voting stock will be deemed to include, in addition to all outstanding shares of our voting stock and unissued shares deemed to be held by the “person” or “group” or other person with respect to which the change in control determination is being made, all unissued shares deemed to be held by all other persons;

• “beneficially own” and “beneficially owned” have meanings correlative to that of beneficial owner;

• “unissued shares” means shares of voting stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a change in control; and

• “voting stock” means any class or classes of capital stock or other interests then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors, managers or trustees.

The term “all or substantially all” as used in the definition of change in control will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. There may be a degree of uncertainty in interpreting this phrase. As a result, we cannot assure you how a court would interpret this phrase under applicable law if you elect to exercise your rights following the occurrence of a transaction which you believe constitutes a transfer of “all or substantially all” of our assets.

Under the indenture, we will:

• comply with the provisions of Rule 13e-4 and Rule 14e-1, if applicable, under the Exchange Act;

• file a tender offer statement on Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and

• otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes upon a change in control.

This change in control purchase feature may make more difficult or discourage a takeover of us and the removal of incumbent management. We are not, however, aware of any specific effort to accumulate shares of our common stock or to obtain control of us by means of a merger, tender offer, solicitation or otherwise. In

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addition, the change in control purchase feature is not part of a plan by management to adopt a series of anti-takeover provisions. Instead, the change in control purchase feature is a result of negotiations between us and the initial purchasers of the notes.

We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a change in control but would increase the amount of debt, including senior indebtedness, outstanding or otherwise adversely affect a holder. Neither we nor our subsidiaries, including the guarantors, are prohibited from incurring debt, including senior indebtedness, under the indenture. The incurrence of significant amounts of additional debt could adversely affect our ability to service our debt, including the notes.

Certain of our debt agreements prohibit our redemption or repurchase of the notes and provide that a change in control constitutes an event of default under those debt agreements.

We may not purchase any note at any time when the subordination provisions of the indenture otherwise would prohibit us from making such repurchase. If we fail to repurchase the notes when required, this failure will constitute an event of default under the indenture whether or not repurchase is permitted by the subordination provisions of the indenture.

If a change in control were to occur, we may not have sufficient funds to pay the change in control purchase price for the notes tendered by holders. In addition, we have incurred, and may in the future incur, debt that has similar change of control provisions that permit those holders to accelerate or require us to repurchase this debt upon the occurrence of events similar to a change in control. Our failure to repurchase the notes upon a change in control will result in an event of default under the indenture, whether or not the purchase is permitted by the subordination provisions of the indenture.

Events of Default

Each of the following constitutes an event of default under the indenture:

(1) we or a guarantor fail to pay principal or premium, if any, on any note when due, including the failure to make a required payment to purchase notes, when due whether or not prohibited by the subordination provisions of the indenture;

(2) we or a guarantor fail to pay any interest, including any additional interest, on any note when due if such failure continues for 30 days, whether or not prohibited by the subordination provisions of the indenture;

(3) we or a guarantor fail to perform any other covenant required of us in the indenture, the notes or the guarantees if such failure continues for 60 days after notice is given in accordance with the indenture;

(4) we fail to provide timely notice of a change in control;

(5) any indebtedness for money borrowed by us or any of our guarantors or one of our other subsidiaries, if any, in an outstanding principal amount in excess of $20 million is not paid at final maturity or upon acceleration and such indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded within 30 days after written notice as provided in the indenture;

(6) except as permitted by the indenture, the guarantee of any guarantor constituting a Significant Subsidiary, as defined below, or the guarantees of guarantors that, taken together, would constitute a Significant Subsidiary, ceases to be in full force and effect or any guarantor, or we or any of the guarantors denies or disaffirms obligations under any guarantee; and

(7) certain events in bankruptcy, insolvency or reorganization of Global or any Significant Subsidiary or group of subsidiaries of Global that, taken together, would constitute a Significant Subsidiary.

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If an event of default, other than an event of default described in clause (7) above with respect to us, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal amount of the notes to be immediately due and payable. If an event of default described in clause (7) above occurs with respect to us, the principal amount of the notes will automatically become immediately due and payable. Any payment by us on the notes following any acceleration will be subject to the subordination provisions described above.

“Significant Subsidiary” means a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act.

After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the notes may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived.

Subject to the trustee’s duties in the case of an event of default, the trustee is not obligated to exercise any of its rights or powers at the request of the holders, unless the holders have offered to the trustee reasonable indemnity. Subject to the indenture, applicable law and the trustee’s indemnification, the holders of a majority in aggregate principal amount of the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

No holder has any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture unless:

• the holder has previously given the trustee written notice of a continuing event of default;

• the holders of at least 25% in aggregate principal amount of the notes then outstanding have made a written request and have offered reasonable indemnity to the trustee to institute such proceeding as trustee; and

• the trustee has failed to institute such proceeding within 60 days after such notice, request and offer, and has not received from the holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request within 60 days after such notice, request and offer.

However, the above limitations do not apply to a suit instituted by a holder for the enforcement of payment of the principal of or any premium or interest on any note on or after the applicable due date or the right to convert the note in accordance with the indenture.

Generally, the holders of not less than a majority of the aggregate principal amount of outstanding notes may waive any default or event of default other than:

• failure to pay principal, premium or interest on any note when due;

• failure to convert any note into common stock; or

• failure to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

We are required to furnish to the trustee, on an annual basis, a statement by our officers as to whether or not Global, to the officers’ knowledge, is in default in the performance or observance of any of the terms, provisions and conditions of the indenture, specifying any known defaults.

Modification and Waiver

We, together with the trustee and the guarantors, may amend or supplement the indenture or the notes with the consent of the holders of a majority in aggregate principal amount of the outstanding notes. In addition, the holders of a majority in aggregate principal amount of the outstanding notes may waive our compliance in any

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instance with any provision of the indenture without notice to the noteholders. However, no amendment, supplement or waiver may be made without the consent of the holder of each outstanding note if such amendment, supplement or waiver would:

• change the stated maturity of the principal of, or interest on any note;

• reduce the principal amount of or any premium or interest on any note;

• reduce the amount of principal payable upon acceleration of the maturity of any note;

• change the place or currency of payment of principal of, or any premium or interest on, any note:

• impair the right to institute suit for the enforcement of any payment on, or with respect to, any note;

• modify the provisions with respect to the purchase right of the holders upon a change in control in a manner adverse to holders;

• modify the subordination provisions in a manner materially adverse to the holders of notes;

• adversely affect the right of holders to convert notes other than as provided in the indenture;

• modify the guarantees in a manner adverse to the holders of the notes;

• reduce the percentage in principal amount of outstanding notes required for modification or amendment of the indenture;

• reduce the percentage in principal amount of outstanding notes necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or

• modify provisions with respect to modification and waiver (including waiver of events of default), except to increase the percentage required for modification or waiver or to provide for consent of each affected note holder.

Without the consent of any holder of notes, we, together with the guarantors and the trustee, may, pursuant to the terms of the indenture, enter into supplemental indentures for any of the following purposes:

• to evidence a successor to us or to a guarantor and the assumption by that successor of our or a guarantor’s obligations under the indenture and the notes or the guarantees, as the case may be;

• to add to our covenants for the benefit of the holders of the notes or to surrender any right or power conferred upon us;

• to secure our obligations with respect to the notes;

• to allow any of our subsidiaries to guarantee the notes;

• to make any changes or modifications to the indenture necessary in connection with the registration of the notes and the guarantees under the Securities Act and the qualification of the indenture under the Trust Indenture Act as contemplated by the indenture;

• to cure any ambiguity or inconsistency in the indenture; or

• to make any other change that does not adversely affect the rights of any holder of the notes.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into any person in a transaction in which we are not the surviving person or convey, transfer or lease our properties and assets substantially as an entirety to any successor person, unless:

• the successor person, if any, is a corporation organized and existing under the laws of the United States, any state of the United States, or the District of Columbia and assumes our obligations on the notes and under the indenture;

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• immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and

• other conditions specified in the indenture are met.

The indenture also provides that a guarantor may not consolidate with or merge into any person other than Global or another guarantor or convey, transfer or lease its properties and assets substantially as an entirety to a successor person other than Global or another guarantor unless the successor person assumes the obligations of such guarantor and the successor person is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia, except if all of the assets or all of the common stock of such guarantor are sold to a non-affiliate of ours, in which case the guarantee is released.

Upon the assumption of our obligations by such corporation in such circumstances, subject to certain exceptions, we shall be discharged from all obligations under the notes and the indenture. Although such transactions are permitted under the indenture, certain of the foregoing transactions occurring could constitute a change in control of Global, permitting each holder to require us to purchase the notes of such holder as described above.

Satisfaction and Discharge

We may satisfy and discharge our obligations under the indenture while notes remain outstanding if (1) all outstanding notes have or will become due and payable at their scheduled maturity within one year or (2) all outstanding notes are scheduled for redemption within one year, and, in either case, we have deposited with the trustee an amount sufficient to pay and discharge all outstanding notes on the date of their scheduled maturity or the scheduled date of redemption, provided that we shall remain obligated to issue common stock upon conversion of the notes; provided, further, that the terms of our indebtedness permit us to satisfy and discharge our obligations under the notes in the manner contemplated above. The terms of our amended and restated senior credit facility would not permit us to satisfy and discharge our obligations under the notes in this manner.

Transfer and Exchange

We have initially appointed the trustee as the security registrar, paying agent and conversion agent, acting through its corporate trust office. We reserve the right to:

• vary or terminate the appointment of the security registrar, paying agent or conversion agent;

• appoint additional paying agents or conversion agents; or

• approve any change in the office through which any security registrar or any paying agent or conversion agent acts.

Purchase and Cancellation

All notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person other than the trustee, be delivered to the trustee. All notes delivered to the trustee shall be cancelled promptly by the trustee. No notes shall be authenticated in exchange for any notes cancelled as provided in the indenture.

We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. Any notes purchased by us may, to the extent permitted by law, be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any notes held by us or one of our subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of note holders.

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Replacement of Notes

We will replace mutilated, destroyed, stolen or lost notes at your expense upon delivery to the trustee of the mutilated notes, or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us will be required at the expense of the holder of such note before a replacement note will be issued.

Governing Law

The indenture, the notes and the guarantees are governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of laws principles.

Information Concerning the Trustee

The Bank of New York has agreed to serve as the trustee under the indenture. The trustee is permitted to deal with us and any of our affiliates with the same rights as if it were not trustee. However, under the Trust Indenture Act, if the trustee acquires any conflicting interest and there exists a default with respect to the notes or guarantees, the trustee must eliminate such conflict or resign.

The holders of a majority in principal amount of all outstanding notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the trustee. However, any such direction may not conflict with any law or the indenture, may not be unduly prejudicial to the rights of another holder or the trustee and may not involve the trustee in personal liability.

Book-Entry, Delivery and Form

We initially issued the notes in the form of a global security. The global security was deposited with the trustee as custodian for The Depository Trust Company, or DTC, and registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or another nominee of DTC. Holders of notes may hold their beneficial interests in the global security directly through DTC if they have an account with DTC or indirectly through organizations that have accounts with DTC. Notes in definitive certificated form (called “certificated securities”) will be issued only in certain limited circumstances described below.

DTC has advised us that it is:

• a limited-purpose trust company organized under the New York Banking Law;

• a “banking organization” within the meaning of the New York Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to DTC’s book-entry system is also available to others such as securities brokers and dealers, banks, and trust companies (which we refer to as indirect participants) that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Ownership of beneficial interests in the global security are limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security are shown on, and the

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transfer of those beneficial interests are effected only through, records maintained by DTC (with respect to participants’ interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

Owners of beneficial interests in global securities who desire to convert their interests into common stock should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global security for all purposes under the indenture and the notes. In addition, no owner of a beneficial interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, an owner of a beneficial interest in the global security will not be entitled to have the notes represented by the global security registered in their name, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered to be the owner or holder of any notes under the global security. We understand that under existing industry practice, if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

We will make payments of principal of, premium, if any, and interest (including any additional interest) on the notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the global security. Neither we, the trustee nor any paying agent has any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest (including additional interest) on the notes represented by the global security, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. Neither we nor the guarantors have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in the global security for any note or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

Transfers between participants in DTC are effected in the ordinary way in accordance with DTC rules and are settled in same-day funds.

We have been advised that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that it is unwilling to be a depository for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated securities which it will distribute to its participants.

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Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of us, the guarantors nor the trustee will have any responsibility, or liability for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

REGISTRATION RIGHTS

In connection with the private placement on May 16, 2003, we entered into a registration rights agreement with the initial purchasers of the notes. The notes, including the related guarantees, and the common stock issuable upon conversion of the notes are referred to collectively as registrable securities. Pursuant to the registration rights agreement, we agreed to use our reasonable best efforts to keep the registration statement of which this prospectus is a part effective until the earliest of:

(1) the second anniversary of the original issuance of the notes on May 16, 2003, subject to extension in certain circumstances;

(2) the date when all registrable securities shall have been registered under the Securities Act and disposed of; and

(3) the date on which all registrable securities held by non-affiliates are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act.

We will be permitted to suspend the use of this prospectus for a period not to exceed an aggregate of 45 days in any three-month period or an aggregate of 90 days in any 12-month period under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events. We also agreed to pay liquidated damages to certain holders of the notes and shares of common stock underlying the notes if the registration statement is not available for periods in excess of those permitted.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax considerations relevant to holders of the notes and common stock into which the notes may be converted. This discussion is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the Code, Treasury regulations, Internal Revenue Service, or IRS, rulings and judicial decisions now in effect, all of which are subject to change (possibly with retroactive effect) or different interpretations. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of acquiring or holding notes or common stock. This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of the holder’s circumstances (for example, persons subject to the alternative minimum tax provisions of the Code or a holder whose “functional currency” is not the U.S. dollar). Also, it is not intended to be wholly applicable to all categories of investors, some of which (such as dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting, banks, thrifts, regulated investment companies, insurance companies, tax-exempt organizations and persons holding notes or common stock as part of a hedging or conversion transaction or straddle or persons deemed to sell notes or common stock under the constructive sale provisions of the Code) may be subject to special rules. The discussion also does not discuss any aspect of state, local or foreign law or U.S. federal estate and gift tax law as applicable to the holders of the notes and common stock into which the notes may be converted. This summary also assumes that the IRS will respect the classification of the notes as indebtedness for federal income tax purposes.

All prospective purchasers of the notes are advised to consult their own tax advisors regarding the federal, state, local and foreign tax consequences of the purchase, ownership and disposition of the notes and the common stock in their particular situations.

As used herein, the term “U.S. Holder” means a beneficial holder of a note or common stock that for United States federal income tax purposes is (a) a citizen or resident (as defined in Section 7701(b) of the Code) of the United States (unless such person is not treated as a resident of the U.S. under an applicable income tax treaty, (b) a corporation formed under the laws of the United States or any political subdivision of the United States, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source and (d) in general, a trust subject to the primary supervision of a court within the United States and the control of a United States person as described in Section 7701(a)(30) of the Code. A “Non-U.S. Holder” is a beneficial owner of a note or common stock other than a U.S. Holder and other than a foreign or domestic partnership.

If a partnership (including for this purpose any entity, domestic or foreign, treated as a partnership for U.S. tax purposes) is a beneficial owner of the notes or common stock into which the notes may be converted, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. As a general matter, income earned through a foreign or domestic partnership is attributed to its owners. A holder of the notes or common stock into which the notes may be converted that is a partnership and partners in such partnership should consult their individual tax advisors about the U.S. federal income tax consequences of holding and disposing of the notes and the common stock into which the notes may be converted.

U.S. Holders

Interest. Interest on the notes will generally be included in a U.S. Holder’s gross income as ordinary income for U.S. federal income tax purposes at the time it is paid or accrued in accordance with the U.S. Holder’s regular method of accounting.

In general, if the terms of a debt instrument entitle a holder to receive payments other than fixed periodic interest that exceed the issue price of the instrument, the holder may be required to recognize additional interest as “original issue discount” over the term of the instrument. Furthermore, if the amount or timing of any additional payments on a note is contingent, the note could be subject to special rules that apply to contingent debt instruments. These rules generally require a holder to accrue interest income at a rate higher than the stated

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interest rate on the note and to treat as ordinary income, rather than capital gain, any gain recognized on a sale, exchange or retirement of a note before the resolution of the contingencies. In certain circumstances, holders of our notes could receive payments in excess of stated principal or interest. First, if we call the notes for optional redemption, holders would be entitled to receive a payment in excess of stated principal and interest. Second, if we do not comply with our obligations under the registration rights agreement, such non-compliance may result in the payment of predetermined additional amounts in the manner described in the section “Registration Rights.” We do not believe that the notes should be treated as contingent debt instruments because of these potential additional payments. Therefore, for purposes of filing tax or information returns with the IRS, we will not treat the notes as contingent debt instruments or as having original issue discount. Our position in this regard is binding on U.S. Holders unless they disclose their contrary position. If the notes were treated as contingent debt instruments, the consequences described above would apply. In the event that we pay liquidated damages, the holders would be required to recognize additional interest income.

Market Discount. The resale of notes may be affected by the “market discount” provisions of the Code. Market discount on a note will generally equal the amount, if any, by which the principal amount of the note exceeds the holder’s acquisition price. Subject to a de minimis exception, those provisions generally require a holder of a note acquired at a market discount to treat as ordinary income any gain recognized on the disposition of such note to the extent of the “accrued market discount” at the time of disposition. Market discount on a note will be treated as accruing on a straight-line basis over the term of such note or, at the election of the holder, under a constant-yield method. A holder of a note acquired at a market discount may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the note until the note is disposed of in a taxable transaction, unless the holder elects to include market discount in income as it accrues.

Amortizable Bond Premium. If a U.S. Holder purchases a note for an amount in excess of the stated redemption price at maturity, the holder will be considered to have purchased the note with “amortizable bond premium” equal in amount to the excess. Generally, a U.S. Holder may elect to amortize the premium as an offset to interest income otherwise required to be included in income in respect of the note during the taxable year, using a constant yield method over the remaining term of the note. Under treasury regulations, the amount of amortizable bond premium that a U.S. Holder may deduct in any accrual period is limited to the amount by which the holder’s total interest inclusions on the note in prior accrual periods exceed the total amount treated by the holder as a bond premium deduction in prior accrual periods. If any of the excess bond premium is not deductible, that amount is carried forward to the next accrual period. A U.S. Holder who elects to amortize bond premium must reduce the holder’s tax basis in the note by the amount of the premium used to offset interest income as set forth above. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the U.S. Holder and may be revoked only with the consent of the IRS.

Conversions of Notes into Common Stock. A U.S. Holder generally will not recognize any income, gain or loss upon conversion of a note into common stock except with respect to cash received in lieu of a fractional share of common stock. Cash received in lieu of a fractional share of common stock should generally be treated as a payment in exchange for such fractional share rather than as a dividend. Gain or loss recognized on the receipt of cash paid in lieu of such fractional share generally will equal the difference between the amount of cash received and the amount of tax basis allocable to the fractional share. The adjusted tax basis of shares of common stock received on conversion will equal the adjusted tax basis of the note converted (reduced by the portion of adjusted tax basis allocated to any fractional share of common stock exchanged for cash). The holding period of such common stock received on conversion will generally include the period during which the converted notes were held prior to conversion.

The conversion price of the notes is subject to adjustment under certain circumstances. Section 305 of the Code and the Treasury regulations issued thereunder may treat the holders of the notes as having received a constructive distribution, resulting in ordinary income (subject to a possible dividends received deduction in the case of corporate holders) to the extent of our current and/or accumulated earnings and profits, if, and to the extent that, certain adjustments in the conversion price (particularly an adjustment to reflect a taxable dividend to

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holders of common stock) increase the proportionate interests of the holders of notes in our assets or earnings and profits, whether or not such holder ever exercises its conversion privilege. Therefore, U.S. Holders may recognize income in the event of a deemed distribution even though they may not receive any cash or property. Moreover, if there is not a full adjustment to the conversion ratio of the notes to reflect a stock dividend or other event increasing the proportionate interest of the holders of outstanding common stock in our assets or earnings and profits, then such increase in the proportionate interest of the holders of the common stock generally will be treated as a distribution to such holders, taxable as ordinary income (subject to a possible dividends received deduction in the case of corporate holders) to the extent of our current and/or accumulated earnings and profits. Adjustments to the conversion price made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing dilution in the interest of the holders of the debt instruments, however, will generally not be considered to result in a constructive dividend distribution.

Sale, Exchange or Other Taxable Disposition of the Notes. Each U.S. Holder generally will recognize gain or loss upon the sale, exchange (other than by exercise of the conversion privilege) or other taxable disposition of notes measured by the difference (if any) between (a) the amount of cash and the fair market value of any property received (except to the extent that such cash or other property is attributable to the payment of accrued interest not previously included in gross income, which amount will be taxable as ordinary income) and (b) such holder’s adjusted tax basis in the notes. Any such gain or loss recognized on the sale, exchange or other taxable disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if the note has been held for more than 12 months at the time of the sale or exchange. Certain U.S. Holders (including individuals) are eligible for preferential U.S. federal income tax rates in respect of long-term capital gains. The deductibility of capital losses is subject to certain limitations under the Code. A U.S. Holder’s tax basis in a note will initially equal the price such holder paid for the note and will be subsequently increased by market discount previously included in income in respect of the note and will be reduced by any amortizable bond premium in respect of the note which has been taken into account.

Ownership of Common Stock. Distributions, if any, paid on the common stock, to the extent made from our current and/or accumulated earnings and profits, as determined under U.S. federal income tax principles, will be included in a U.S. Holder’s gross income as ordinary income (subject to a possible dividends received deduction in the case of corporate holders) when received. To the extent, if any, that a U.S. Holder receives distributions on shares of common stock that would otherwise constitute dividends for U.S. federal income tax purposes but that exceed our current and accumulated earnings and profits, such distributions will be treated first as a non-taxable return of capital, reducing the U.S. Holder’s basis in the shares of common stock. Any distribution in excess of the U.S. Holder’s basis in the shares of common stock generally will be treated as capital gains. Gain or loss realized on the sale, exchange or other taxable disposition of common stock will equal the difference between the amount realized on such sale, exchange or other taxable disposition and the U.S. Holder’s adjusted tax basis in such common stock. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held the common stock for more than 12 months. Certain U.S. Holders (including individuals) are eligible for preferential U.S. federal income tax rates in respect of long-term capital gains. The deductibility of capital losses is subject to certain limitations under the Code.

Information Reporting and Backup Withholding. A U.S. Holder of notes or common stock may be subject to “backup withholding” at a rate currently of 30% with respect to certain “reportable payments,” including interest payments, dividend payments, proceeds from the disposition of the notes or common stock to or through a broker and, under certain circumstances, principal payments of the notes. These backup withholding rules apply if the U.S. Holder, among other things, (a) fails to furnish a social security number or other taxpayer identification number, or TIN, certified under penalties of perjury within a reasonable time after the request therefor, (b) fails to report properly interest or dividends, (c) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that such holder is not subject to backup withholding or if (d) the IRS provides notification that the U.S. Holder has furnished us with an incorrect TIN. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules is creditable against the U.S. Holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS. Backup withholding will not apply, however, with respect to payments made to certain U.S.

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Holders, including corporations and tax-exempt organizations, provided their exemptions from backup withholding are properly established.

We will report to the U.S. Holders of notes and common stock and to the IRS the amount of our “reportable payments” for each calendar year and the amount of tax withheld, if any, with respect to such payments.

Non-U.S. Holders

For purposes of the following discussion, interest, dividends and gain on the sale, exchange or other taxable disposition of a note or common stock will be considered to be a “U.S. trade or business income” if such income or gain is (a) effectively connected with the conduct by a Non-U.S. Holder of a U.S. trade or business and (b) in the case of a Non-U.S. Holder eligible for the benefits of an applicable U.S. bilateral income tax treaty, attributable to a permanent establishment (or, in the case of an individual, a fixed base) maintained by the Non-U.S. Holder in the United States.

Interest. Generally any interest paid to a Non-U.S. Holder of a note that is not U.S. trade or business income will not be subject to U.S. federal income or withholding tax if the interest qualifies as “portfolio interest.” Generally interest on the notes will qualify as a portfolio interest if (a) the Non-U.S. Holder does not actually or constructively own 10% or more of the total voting power of all of our voting stock and is not a “controlled foreign corporation” with respect to which we are a “related person” within the meaning of the applicable provisions of the Code and (b) the withholding agent receives a qualifying statement that the owner is not a U.S. resident, and the withholding agent does not have actual knowledge or reason to know otherwise. If the holder holds the note through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. For payments made to a foreign partnership, the certification requirements generally apply to the partners rather than the partnership.

To satisfy the qualifying statement requirements referred to in (b) above, the beneficial owner of a note must provide a properly executed IRS Form W-8BEN (or appropriate substitute form) prior to payment of interest.

The gross amount of payments of interest to a Non-U.S. Holder that do not qualify for the portfolio interest exemption, and that are not U.S. trade or business income, will be subject to U.S. federal income tax withholding at the rate of 30%, unless a U.S. income tax treaty applies to reduce or eliminate withholding. U.S. trade or business income will be taxed at the regular U.S. federal income tax rates applicable to U.S. persons rather than be subject to withholding at the 30% or treaty-reduced gross rate. In the case of a Non-U.S. Holder that is a corporation, such U.S. trade or business income also may be subject to the branch profits tax (which is generally imposed on a foreign corporation on the actual or deemed repatriation from the United States of earnings and profits attributable to U.S. trade or business income) at a 30% (or, if applicable, treaty-reduced) rate. To claim the benefit of a tax treaty or to claim exemption from withholding because the income is U.S. trade or business income, the Non-U.S. Holder must provide a properly executed IRS Form W-8BEN or W-8ECI, as applicable, prior to the payment of interest. In addition, a Non-U.S. Holder may under certain circumstances be required to obtain a U.S. taxpayer identification number and make certain certifications to us. Special procedures are provided for payments through qualified intermediaries. A Non-U.S. Holder of a note that is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of amounts withheld at a higher rate by filing an appropriate claim for a refund with the IRS.

Dividends. In general, dividends paid to a Non-U.S. Holder of common stock will be subject to withholding of U.S. federal income tax at a 30% rate unless such rate is reduced by an applicable income tax treaty. Dividends that are U.S. trade or business income are generally subject to U.S. federal income tax at regular U.S. federal income tax rates applicable to U.S. persons, but are not generally subject to withholding at the 30% (or treaty-reduced) rate if the Non-U.S. Holder files the appropriate form with the payor, as discussed above. Any U.S. trade or business income received by a Non-U.S. Holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be applicable under an income tax treaty. A Non-U.S. Holder of common stock who wishes to claim the benefit of an applicable treaty rate will be required to satisfy applicable certification and other requirements. A Non-U.S. Holder of common stock that is eligible for a

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reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of amounts withheld at a higher rate by filing an appropriate claim for a refund with the IRS.

Conversion. A Non-U.S. Holder generally will not be subject to U.S. federal income tax on the conversion of notes into common stock. However, gain (if any) attributable to the receipt of cash in lieu of a fractional share, or interest not previously included in gross income, will be subject to U.S. federal income tax if it is U.S. trade or business income.

Sales, Exchange or Other Taxable Disposition of Notes or Common Stock. Except as described below and subject to the discussion concerning backup withholding, any gain realized by a Non-U.S. Holder on the sale, exchange or other taxable disposition of a note or common stock generally will not be subject to U.S. federal income tax, unless (a) such gain is U.S. trade or business income, (b) subject to certain exceptions, the Non-U.S. Holder is an individual who holds the note or common stock as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition, (c) the Non-U.S. Holder is subject to tax pursuant to the provisions of U.S. federal income tax law applicable to certain U.S. expatriates (including certain former citizens or residents of the United States), or (d) we are a United States real property holding corporation within the meaning of Section 897 of the Code. We do not believe that we are currently a “United States real property holding corporation” within the meaning of Section 897 of the Code, or that we will become one in the future.

Information Reporting and Backup Withholding. Generally, we must report annually to the IRS and to each Non-U.S. Holder any interest or dividend that is subject to U.S. federal withholding tax, or that is exempt from U.S. federal withholding tax pursuant to a tax treaty, or any payments of portfolio interest. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides. Under certain circumstances, we will have to report to the IRS payments of principal.

Generally, information reporting and backup withholding at a current rate of 30% may apply to payments made by us or any agent of ours to Non-U.S. Holders if the payee fails to make the appropriate certification that the holder is a non-U.S. person or if we or our paying agent has actual knowledge that the payee is a U.S. person.

The payment of the proceeds from the disposition of the notes or common stock to or through the U.S. office of any broker, U.S. or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies as to its Non-U.S. Holder status under penalty of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge that the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of the proceeds from the disposition of a note or common stock to or through a non-U.S. office of a non-U.S. broker that is not a U.S. related person will generally not be subject to backup withholding. However, if such broker is (a) a U.S. person, (b) a controlled foreign corporation for United States tax purposes, (c) a foreign person 50% or more of whose gross income from all sources for certain periods is effectively connected with a United States trade or business or (d) a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons (as defined in Treasury regulations) who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, such foreign partnership is engaged in a U.S. trade or business, such payments will be subject to information reporting, but not backup withholding, unless such broker has documentary evidence in its files of the Non-U.S. Holder’s foreign status and certain other conditions are met or otherwise establishes an exemption. Both backup withholding and information reporting will apply to the proceeds of such dispositions if the broker has actual knowledge that the payee is a U.S. person.

Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S. Holder’s U.S. federal income tax liability, provided that the requisite procedures are followed.

The preceding discussion of certain U.S. federal income tax considerations is intended for general information only and does not constitute tax advice. Accordingly, each investor should consult its own tax adviser as to particular tax consequences to it of purchasing, holding and disposing of the notes and the common stock, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws.

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SELLING SECURITYHOLDERS

We originally issued the notes in a private placement in May 2003. The notes were resold by the initial purchasers of the notes in the United States to qualified institutional buyers under Rule 144A under the Securities Act. Selling securityholders may offer and sell the notes and the underlying common stock pursuant to this prospectus. When we refer to the “selling securityholders” in this prospectus, we mean those persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders’ interests. Neither the filing with the SEC of the registration statement of which this prospectus forms a part nor the distribution of this prospectus necessarily means that any or all of the notes or shares of common stock being offered for the accounts of the selling securityholders are being offered for sale at any given time.

The following table sets forth information as of August 11, 2003 about the principal amount of notes and the underlying common stock beneficially owned and offered by each selling securityholder that may be offered using this prospectus. Unless otherwise indicated in the footnotes, each selling securityholder (1) beneficially owns the number of shares of common stock set forth in the table below and (2) may offer all of the notes and shares of common stock it beneficially owns and, accordingly, will own no securities of Global if all of the securities it may offer pursuant to this prospectus are sold by it.

Name and Address	Principal Amount of Notes Beneficially Owned that may be Sold		Number of Shares of Common Stock Beneficially Owned that may be Sold (1)
BNP Paribas Equity Strategies, SNC (2) BNP Paribas Brokerage Services Inc. 555 Croton Road, 4th Floor King of Prussia, PA 19406	$	1,677,000	70,190
Context Convertible Arbitrage Fund, LP 12626 High Bluff Dr., Suite 440 San Diego, CA 92130	$	480,000	20,090
Context Convertible Arbitrage Offshore, LTD Fulcrum Limited Suite 193, Par-la-Ville Road, Suite 193 Hamilton HM 11, Bermuda	$	770,000	32,228
CooperNeff Convertible Strategies (Cayman) Master Fund L.P. BNP Paribas Brokerage Services, Inc. 555 Croton Road, 4th Floor King of Prussia, PA 19406	$	1,404,000	58,764
D.E. Shaw Investment Group, L.P. D.E. Shaw & Co., L.P. 120 West 45th Street, 39th Floor New York, NY 10036	$	400,000	16,742
D.E. Shaw Valence Portfolios, L.P. 120 West 45th Street, 39th Floor New York, NY 10036	$	1,600,000	66,968
Grace Convertible Arbitrage Fund, Ltd. 1560 Sherman Ave, Suite 900 Evanston, IL 60201	$	2,000,000	83,710
RBC Alternative Assets, L.P. c/o Sage Capital 1280 N. Palm Avenue Sarasota, FL 34236	$	300,000	12,556

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Name and Address	Principal Amount of Notes Beneficially Owned that may be Sold		Number of Shares of Common Stock Beneficially Owned that may be Sold (1)
S.A.C. Capital Associates, LLC c/o S.A.C. Capital Advisors, LLC 72 Cummings Point Road Stamford, CT 06902	$	2,000,000	83,710
Sage Capital 1280 N. Palm Avenue Sarasota, FL 34236	$	2,700,000	113,008
Singlehedge US Convertible Arbitrage Fund BNP Paribas Brokerage Services Inc. 555 Croton Road, 4th Floor King of Prussia, PA 19406	$	281,000	11,761
Sturgeon Limited 48 Par-la-ville Road, Suite 228 Hamilton HM 11, Bermuda	$	238,000	9,961
Sunrise Partners Limited Partnership Two American Lane Greenwich, CT 06836-2571	$	100,000	4,185
Vanguard Convertible Securities Fund, Inc. c/o Oaktree Capital Management, LLC 333 S. Grand Avenue, 28th Floor Los Angeles, CA 90071	$	350,000	14,649
Wachovia Securities, LLC 201 S. College St. Charlotte, NC 28288	$	8,650,000	362,045
All other holders of notes or future transferees, pledgees, donees or successors of any such holders (3)	$	34,550,000	1,446,091
Total	$	57,500,000	2,406,658

(1) Assumes conversion of all of the holder’s notes at a conversion price of $23.892 per share. This is equivalent to a conversion rate of 41.8550 shares of common stock per $1,000 principal amount of the notes. However, this conversion rate will be subject to adjustment as described under “Description of Notes—Conversion Rights.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.

(2) BNP Paribas Equity Strategies, SNC beneficially owns 3,767 shares of common stock in addition to the shares of common stock issuable upon conversion of the notes. As a result, if BNP sells all shares of common stock it is offering hereby, it will beneficially own 3,767 shares of common stock, after completion of the offering, assuming it does not purchase or sell any shares other than those being offered pursuant to this prospectus.

(3) Assumes that the other holders of notes, or any future transferees, pledgees, donees or successors of or from any other holders of notes, do not beneficially own any shares of common stock other than the shares of common stock issuable upon conversion of the notes.

To the extent that any of the selling securityholders identified above are broker-dealers, they are deemed to be, under interpretations of the Securities and Exchange Commission, “underwriters” within the meaning of the Securities Act.

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With respect to selling securityholders that are affiliates of broker-dealers, we believe that such entities acquired their notes or underlying common stock in the ordinary course of business and, at the time of the purchase of the notes or the underlying common stock, such selling securityholders had no agreements or understandings, directly or indirectly, with any person to distribute the notes or underlying common stock. To the extent that we become aware that such entities did not acquire their notes or underlying common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post-effective amendment to the registration statement of which this prospectus forms a part to designate such affiliate as an “underwriter” within the meaning of the Securities Act.

We prepared this table based on the information supplied to us by the selling securityholders named in the table. Unless otherwise disclosed in this section, no selling securityholder has indicated that it has held any position or office or had any other material relationship with us or our affiliates during the past three years. The selling securityholders listed in the above table may have converted their notes and may have sold or transferred, in transactions pursuant to this prospectus or exempt from the registration requirements of the Securities Act, some or all of their notes or shares since the date as of which the information is presented in the above table.

Because the selling securityholders may offer all or some of their notes or the underlying common stock from time to time, we cannot estimate the amount of the notes or the underlying common stock that will be held by the selling securityholders upon the termination of any particular offering. See “Plan of Distribution.”

Information about selling securityholders may change over time. Any changed information supplied to us will be set forth in future prospectus supplements. From time to time, additional information concerning ownership of the notes and shares of common stock may rest with certain holders thereof not named in the table above and of whom we are unaware.

Wachovia Securities, LLC, one of the initial purchasers and their affiliates have provided in the past, and may provide in the future, investment banking, commercial lending and financial advisory services to us and our affiliates. Wachovia Bank, N.A., an affiliate of Wachovia Securities, Inc., is the administrative agent and a lender under our amended and restated senior credit facility. In addition, Wachovia Bank, N.A., is also the transfer agent and registrar of our common stock. With the exception of Wachovia Securities, LLC, to our knowledge, none of the selling securityholders nor any of their affiliates, officers, directors or principal equity holders has held any position or office or has had any material relationship with us within the past three years.

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PLAN OF DISTRIBUTION

The selling securityholders and their successors, which term includes their transferees, pledgees or donees or their successors, may sell the notes and the common stock issuable upon conversion of the notes directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers, which discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

We will not receive any of the proceeds of the sale of the notes and the underlying common stock offered by this prospectus. The notes and the underlying common stock may be sold from time to time to purchasers:

• directly by the selling securityholders; or

• through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers of the notes and the underlying common stock.

The notes and the underlying common stock may be sold in one or more transactions at:

• fixed prices;

• prevailing market prices at the time of sale;

• prices related to such prevailing market prices;

• varying prices determined at the time of sale; or

• negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the notes or underlying common stock may be listed or quoted at the time of the sale, including the Nasdaq National Market in the case of the common stock;

• in the over-the-counter market;

• in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

• through the writing of options, whether such options are listed on an options exchange or otherwise.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the transaction.

In connection with the sales of the notes or the underlying common stock or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions which may in turn engage in short sales of the notes or the underlying common stock in the course of hedging their positions. The selling securityholders may also sell the notes or the underlying common stock short and deliver notes and the underlying common stock to close out short positions, or loan or pledge notes or the underlying common stock to broker-dealers that, in turn, may sell the notes or the underlying common stock.

The aggregate proceeds to the selling securityholders from the sale of the notes or the underlying common stock will be the purchase price of the notes or common stock less discounts and commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of notes or common stock to be made directly or through agents.

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Our common stock is listed on the Nasdaq National Market under the symbol “GISX.” We do not intend to apply for listing of the notes on any securities exchange or for quotation through Nasdaq. The notes originally issued in the private placement are eligible for trading on the PORTAL market. However, notes sold pursuant to this prospectus are not expected to remain eligible for trading on the PORTAL market. Accordingly, no assurance can be given as to the development of liquidity or any trading market for the notes.

In order to comply with the securities laws of certain jurisdictions, if applicable, the notes and underlying common stock may be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the notes and underlying common stock may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

The selling securityholders and any underwriters, broker-dealers or agents who participate in the distribution of the notes and the underlying common stock may be “underwriters” within the meaning of the Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the notes or common stock may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The selling securityholders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M, and have agreed that they will not engage in any transaction in violation of such provisions.

In addition, any notes or underlying common stock covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. A selling securityholder may not sell any notes or common stock described herein and may not transfer, devise or gift such securities by other means not described in this prospectus.

Under the registration rights agreement we entered into with the initial purchasers of the notes, a copy of which has been filed as an exhibit to our Form 10-K for the year ended March 31, 2003, we agreed to use our reasonable best efforts to keep the registration statement, of which this prospectus is a part, effective until the earliest of (1) the second anniversary of the original issuance of the notes on May 16, 2003, subject to extension in certain circumstances, (2) the date when all the notes and common stock issuable upon conversion of the notes registered under the registration statement have been sold pursuant hereto, and (3) the date when all the notes and common stock issuable upon conversion of the notes held by non-affiliates are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act.

We are permitted to prohibit offers and sales of securities pursuant to this prospectus under certain circumstances and subject to certain conditions for a period not to exceed 45 days in the aggregate in any three-month period or 90 days in the aggregate in any 12-month period. During the time periods when the use of this prospectus is suspended, each selling securityholder has agreed not to sell notes or shares of common stock issuable upon conversion of the notes. We also agreed to pay liquidated damages to certain holders of the notes and shares of common stock issuable upon conversion of the notes if the prospectus is unavailable for periods in excess of those permitted.

To the extent required, the specific notes or common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of the agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part.

The registration rights agreement provides for cross-indemnification of the selling securityholders and Global and the subsidiary guarantors and their respective directors, officers and controlling persons against certain liabilities in connection with the offer and sale of the notes, the guarantees and the common stock, including liabilities under the Securities Act. The registration rights agreement also provides for rights of contribution in circumstances in which indemnification is held to be unavailable.

We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the notes or the underlying common stock to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents.

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LEGAL MATTERS

The validity of the common stock and notes offered by this prospectus will be passed upon for us by Hogan & Hartson L.L.P., Washington, D.C.    J. Hovey Kemp, a partner of Hogan & Hartson L.L.P., owns approximately 8,100 shares of Global’s common stock.

EXPERTS

The consolidated financial statements of Global incorporated by reference in Global’s Annual Report on Form 10-K for the year ended March 31, 2003, have been audited by Ernst & Young LLP, independent certified public accountants, as stated in their report thereon incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect, read and copy these reports, proxy statements and other information at the public reference facilities the SEC maintains at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information on the operation of the public reference facilities by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site http://www.sec.gov that makes available reports, proxy statements and other information regarding issuers that file electronically with it.

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INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SEC. This permits us to disclose important information to you by referring to those documents rather than repeating them in full in this prospectus. The information incorporated by reference in this prospectus contains important business and financial information. In addition, information that we file with the SEC after the date of this prospectus and prior to the completion of the offering of the notes and common stock under this prospectus will update and supersede the information contained in this prospectus and incorporated filings. We incorporate by reference the following documents filed by us with the SEC:

Our SEC Filings	Period Covered or Date of Filing
Annual Report on Form 10-K	Year ended March 31, 2003; filed on June 26, 2003
Proxy Statement for annual meeting	Filed on July 7, 2003
Quarterly Report on Form 10-Q	Quarter ended June 30, 2003; filed on August 8, 2003
The description of our common stock included in our registration statement on Form 8-A (filed on June 2, 1998), which incorporates by reference a description of our common stock from our registration statement on Form S-1/A (File No. 333-48103), as filed on June 17, 1998), which description we also incorporate by reference into this prospectus, including any amendment or report filed for the purpose of updating this description.	Filed on June 2, 1998
All documents subsequently filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 (other than current reports furnished under item 9 or item 12 of Form 8-K)	After the date of this prospectus and prior to the end of the offering of the notes and common stock under this prospectus

Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus do not purport to be complete, and where reference is made to the particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the provisions of such contact or other document.

You may request a copy of each document incorporated by reference in this prospectus at no cost, by writing or calling us at the following address or telephone number:

Global Imaging Systems, Inc.

3820 Northdale Boulevard, Suite 200A

Tampa, Florida 33624

Tel: (813) 960-5508

Attn: Corporate Secretary

Exhibits to a document will not be provided unless they are specifically incorporated by reference in that document.

The information in this prospectus may not contain all of the information that may be important to you. You should read the entire prospectus, as well as the documents incorporated by reference in this prospectus, before making an investment decision.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 13, 2003.

GLOBAL IMAGING SYSTEMS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Thomas S. Johnson         Thomas S. Johnson	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	August 13, 2003
/s/    Raymond Schilling         Raymond Schilling	Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 13, 2003
/s/    Carl D. Thoma         Carl D. Thoma	Director	August 13, 2003
/s/    M. Lazane Smith         M. Lazane Smith	Director	August 13, 2003
/s/    Peter Dinan         Peter Dinan	Director	August 13, 2003
/s/    Daniel Hendrix         Daniel Hendrix	Director	August 13, 2003
/s/    Edward N. Patrone         Edward N. Patrone	Director	August 13, 2003
/s/    Eric McCarthey         Eric McCarthey	Director	August 13, 2003
/s/    Mark Harris         Mark Harris	Director	August 13, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

AMERICAN PHOTOCOPY EQUIPMENT COMPANY OF PITTSBURGH, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson
	Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Matthew G. Swider         Matthew G. Swider	President and Manager (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Assistant Secretary and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

ARIZONA OFFICE TECHNOLOGIES, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson
	Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Thomas Metzler       Thomas Metzler	Chief Executive Officer and Vice Chairman of the Board (Principal Executive Officer)	August 12, 2003
/s/    Michael McGuirk         Michael McGuirk	President	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

AVPRESENTATIONS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson
	Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    John Boyett         John Boyett	Vice President and General Manager (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003
/s/    Mark M. Lloyd         Mark M. Lloyd	Vice Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

BERNEY OFFICE SOLUTIONS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Raymond Echols         Raymond Echols	President and Assistant Secretary (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

BUSINESS EQUIPMENT UNLIMITED
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Douglas A. Timm         Douglas A. Timm	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

CAMERON OFFICE PRODUCTS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Dennis Cameron         Dennis Cameron	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

CAPITOL OFFICE SOLUTIONS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Stephen Rolla         Stephen Rolla	President, Chief Executive Officer and Manager (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

CARR BUSINESS SYSTEMS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Paul A. Schulman         Paul A. Schulman	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

CENTRE BUSINESS PRODUCTS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Scott Lloyd         Scott Lloyd	Vice President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

COLUMN OFFICE EQUIPMENT, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Frank J. Gaspari         Frank J. Gaspari	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

COMMERCIAL EQUIPMENT COMPANY
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Michael W. Reed         Michael W. Reed	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

CONNECTICUT BUSINESS SYSTEMS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Michael E. Shea, Jr.         Michael E. Shea, Jr.	Chief Executive Officer and Manager (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

CONWAY OFFICE PRODUCTS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Peter Dinan         Peter Dinan	President, Chief Operating Officer and Manager (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Assistant Treasurer, Assistant Secretary and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

COPY SERVICE AND SUPPLY, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003
/s/    Terry K. Smith         Terry K. Smith	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

DANIEL COMMUNICATIONS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Joseph D. Grant         Joseph D. Grant	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

DISTINCTIVE BUSINESS PRODUCTS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Frank Gaspari         Frank Gaspari	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

DUPLICATING SPECIALTIES, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Steve Phillips         Steve Phillips	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Chief Financial Officer, Assistant Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

EASTERN COPY PRODUCTS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Paul Mosley         Paul Mosley	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Assistant Secretary and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

ECOM-DIVISION, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Daniel R. Cooper         Daniel R. Cooper	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

ELECTRONIC SYSTEMS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Daniel R. Cooper         Daniel R. Cooper	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

ELECTRONIC SYSTEMS OF RICHMOND, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Daniel R. Cooper         Daniel R. Cooper	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

GLOBAL IMAGING FINANCE COMPANY, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Thomas S. Johnson         Thomas S. Johnson	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Chief Financial Officer, Secretary, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Peter Dinan         Peter Dinan	Manager	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

GLOBAL IMAGING OPERATIONS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Thomas S. Johnson         Thomas S. Johnson	President and Chairman of the Board (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Peter Dinan         Peter Dinan	Manager	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

GLOBAL OPERATIONS TEXAS, L.P.
By:	/s/    Michael Mueller
	Michael Mueller President

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Michael Mueller         Michael Mueller	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board of General Partner	August 12, 2003
/s/    Carl D. Thoma         Carl D. Thoma	Director of General Partner	August 12, 2003
/s/    M. Lazane Smith         M. Lazane Smith	Director of General Partner	August 12, 2003
/s/    Peter Dinan         Peter Dinan	Director of General Partner	August 12, 2003
/s/    Daniel Hendrix         Daniel Hendrix	Director of General Partner	August 12, 2003

Name	Title	Date
/s/    Edward N. Patrone         Edward N. Patrone	Director of General Partner	August 12, 2003
/s/    Eric McCarthey         Eric McCarthey	Director of General Partner	August 12, 2003
/s/    Mark Harris         Mark Harris	Director of General Partner	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

LEWAN & ASSOCIATES, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    James L. Arnold         James L. Arnold	Chief Executive Officer and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

MODERN BUSINESS MACHINES, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Michael T. Smith         Michael T. Smith	President (Principal Executive Officer)	August 12, 2003
/s/    Ray Echols         Ray Echols	Vice President, Chief Executive Officer and Manager	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

N&L ENTERPRISES, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Nick Lioce         Nick Lioce	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

NORTHEAST COPIER SYSTEMS, LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Peter W. Dinan         Peter W. Dinan	Chief Executive Officer and Vice Chairman of the Board (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

OFFICE TECH LLC
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Raymond Farnesi         Raymond Farnesi	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Stephen Rolla         Stephen Rolla	Vice President and Manager	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

PACIFIC OFFICE SOLUTIONS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Thomas Metzler         Thomas Metzler	Chief Executive Officer and Vice Chairman of the Board (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

PROVIEW, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Scott Lloyd         Scott Lloyd	Vice President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

QUALITY BUSINESS SYSTEMS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Teresa Dunn         Teresa Dunn	President and Director (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Treasurer, Chief Financial Officer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on August 12, 2003.

SOUTHERN BUSINESS COMMUNICATIONS, INC.
By:	/s/    Thomas S. Johnson
	Thomas S. Johnson Chairman

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Scott Lloyd         Scott Lloyd	President (Principal Executive Officer)	August 12, 2003
/s/    Raymond Schilling         Raymond Schilling	Vice President, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	August 12, 2003
/s/    Thomas S. Johnson         Thomas S. Johnson	Chairman of the Board	August 12, 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by us in connection with the distribution of the securities being registered. All of the amounts shown are estimates, except the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee	$	5,505
Printing and engraving fees		60,000
Legal fees and expenses		80,000
Accountant’s fees and expenses		20,000
Miscellaneous expenses		10,495
Total	$	176,000

We will bear all of the expenses shown above.

Item 15. Indemnification of Directors and Officers

The Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws of Global provide for the indemnification of Global’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 Global pursuant to Global’s Charter, Bylaws and the Delaware General Corporation Law, Global 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 Global shall not be personally liable to Global 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 Global 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, Global and its stockholders may be unable to obtain monetary damages from a director for breach of his or her duty of care.

Additionally, Global has entered into indemnification agreements with certain of its directors and officers, which may, in certain cases, be broader than the specific indemnification provisions contained under applicable law. The indemnification agreements may require Global, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors, officers or employees of Global, 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 and directors under Global’s directors’ and officers’ liability insurance policies to the maximum extent that insurance coverage is maintained.

Section 145 of the Delaware General Corporation Law sets forth provisions that define the extent to which a corporation organized under the laws of Delaware may indemnify directors, officers, employees or agents. Section 145 provides as follows:

“(a)    A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact

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that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b)    A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)    To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d)    Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e)    Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f)    The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders

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or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g)    A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h)    For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i)    For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j)    The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)    The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Section 102(b)(7) of the Delaware General Corporation Law permits corporations to eliminate or limit the personal liability of their directors by adding to the Certificate of Incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director for (a) any breach of any director’s duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) payment of dividends or repurchases or redemptions of stock which are deemed to be unlawful, or (d) any transaction from which the director derived an improper personal benefit.

The directors, officers and general partner of each additional registrant listed below may be insured and/or indemnified against liability incurred in their capacity as officers and/or directors and/or general partner pursuant to provisions in the certificate of incorporation, articles of incorporation or certificate of limited partnership (any, the charter) of such additional registrant. The provision(s) of each such additional registrant’s charter providing for insurance or indemnification or a limitation of liability are identified in the table below; are set forth in the exhibits, identified below, to this registration statement; and are incorporated herein by reference.

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Name of Registrant	Article(s) of Charter Containing Indemnification and/or Limit of Liability Provisions	Exhibit No.
AVPresentations, Inc.	VII	3.4a
Daniel Communications, Inc.	12th	3.16a
Duplicating Specialties, Inc. d/b/a Copytronix	III	3.18a
ecom-division, Inc.	7	3.20a
Electronic Systems of Richmond, Inc.	9	3.22a
Pacific Office Solutions, Inc. d/b/a Advance Business Systems	V	3.31a
ProView, Inc.	V	3.32a
Quality Business Systems, Inc.	VII	3.33a
Southern Business Communications, Inc.	11,12	3.34a

The directors, officers, members, managers and general partner of each additional registrant listed below may be insured and/or indemnified against liability incurred in their capacity as such pursuant to provisions in the bylaws, limited partnership agreement or limited liability company agreement of such additional registrants. The provisions of each such additional registrant’s bylaws providing insurance or indemnification or a limitation of liability are identified in the table below, are set forth in the exhibits, identified below, to this registration statement and are incorporated herein by reference.

Name of Registrant	Article(s) of Bylaws, Limited Partnership Agreement or Limited Liability Company Agreement Containing Indemnification and/ or Limit of Liability Provisions	Exhibit No.
American Photocopy Equipment Company of Pittsburgh, LLC d/b/a Amcom Office Systems	8	3.2b
Arizona Office Technologies, Inc.	II.12	3.3b
AVPresentations, Inc.	9.1	3.4b
Berney Office Solutions, LLC	8	3.5b
Business Equipment Unlimited	VII	3.6b
Cameron Office Products, LLC	8	3.7b
Capitol Office Solutions, LLC	8	3.8b
Carr Business Systems, Inc.	7,8	3.9b
Commercial Equipment Company	V	3.12b
Connecticut Business Systems, LLC	8	3.13b
Conway Office Products, LLC	8	3.14b
Daniel Communications, Inc.	X	3.16b
Distinctive Office Products, Inc.	IX	3.17c
Eastern Copy Products, LLC	8	3.19b
Global Imaging Finance Company, LLC	8	3.23b
Global Imaging Operations, LLC	8	3.24b
Global Operations Texas, L.P.	7.3	3.25b
Lewan & Associates, Inc.	IX	3.26b
Modern Business Machines, LLC	8	3.27b
N&L Enterprises, LLC	8	3.28b
Northeast Copier Systems, LLC	8	3.29b
Office Tech, LLC	8	3.30b
Pacific Office Solutions, Inc. d/b/a Advance Business Systems	III.3	3.31b
ProView, Inc.	VIII	3.32b

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Directors, officers, members, managers and the general partner of each additional registrant may also be insured and/or indemnified against liability incurred in their capacity as such pursuant to the provisions of state law identified below. These provisions are set forth in the exhibits, identified below, to this registration statement and are incorporated herein by reference.

Name of Registrant	Statutory Provisions Regarding Indemnification and/or Limitations of Liability	Exhibit No.
American Photocopy Equipment Company of Pittsburgh, LLC d/b/a AMCOM Office Systems Capital Office Solutions, LLC Connecticut Business Systems, LLC Global Imaging Finance Company, LLC Global Imaging Operations, LLC	Section 18-108 of the Delaware Limited Liability Company Act	99.1
Arizona Office Technologies, Inc.	Sections 10-850 to 10-858 of the Arizona Revised Statutes	99.2
AVPresentations, Inc. Southern Business Communications, Inc.	Sections 14-2-202(b)(4) and 14-2-850 to 14-2-859 of the Georgia Business Corporation Act	99.3
Berney Office Solutions, LLC Modern Business Machines, LLC N&L Enterprises, LLC	Section 10-12-4 of the Alabama Limited Liability Company Act	99.4
Business Equipment Unlimited	Sections 851 and 860 of the Maine Business Corporation Act	99.5
Cameron Office Products, LLC Northeast Copier Systems, LLC	Section 8 of the Massachusetts Limited Liability Company Act	99.6
Carr Business Systems, Inc.	Sections 402(b) and 721 to 726 of the Business Corporations Law of the State of New York	99.7
Centre Business Products, Inc.	Sections 1741 to 1750 of the Pennsylvania Business Corporation Law	99.8
Column Office Equipment, Inc. Distinctive Business Products, Inc.	Section 5/8.75 of the Illinois Business Corporation Act	99.9
Commercial Equipment Company	Sections 450.1551 to 450.1571 of the Michigan Business Corporation Act	99.10
Conway Office Products, LLC	Section 304-C:9 of the New Hampshire Limited Liability Company Act	99.11
Copy Service and Supply, Inc. ProView, Inc.	Sections 55-8-50 to 55-8-58 of the North Carolina Business Corporation Act	99.12
Daniel Communications, Inc.	Sections 10-2B-8.50 to 8.58 of the Alabama Business Corporation Act	99.13
Duplicating Specialties, Inc. d/b/a Copytronix	Section 60.047(2)(d) and 60.387 to 60.414 of the Oregon Business Corporation Act	99.14
Eastern Copy Products, LLC	Section 420 of the New York Limited Liability Company Law	99.15
ecom-division, Inc. Electronic Systems, Inc. Electronic Systems of Richmond, Inc.	Sections 13.1-692 and 13.1-696 to 13.1-704 of the Virginia Stock Corporation Act	99.16

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Name of Registrant	Statutory Provisions Regarding Indemnification and/or Limitations of Liability	Exhibit No.
Global Operations Texas, L.P.	Article 11 of the Texas Revised Limited Partnership Act	99.17
Lewan & Associates, Inc.	Sections 7-108-401 to 7-108-402 and 7-109-101 to 7-109-110 of the Colorado Business Corporation Act	99.18
Office Tech, LLC	Section 42:2B-10 of the New Jersey Limited Liability Company Act	99.19
Pacific Office Solutions, Inc. d/b/a Advance Business Systems	Sections 204, 204.5, 309, 316 and 317 of the California Corporations Code	99.20
Quality Business Systems, Inc.	Sections 23B.08.500 to 23B.08.590 of the Washington Business Corporation Act	99.21

Item 16. Exhibits

The exhibits to this registration statement are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

Item 17. Undertakings

(a)    The undersigned registrants hereby undertake:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

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(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement 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.

(c)    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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit No.	Description
3.1a	Amended and Restated Certificate of Incorporation of Global Imaging Systems, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-1/A, No. 333-48103, as filed with the SEC on May 8, 1998)
3.1b	Amended and Restated Bylaws of Global Imaging Systems, Inc. (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-1/A, No. 333-48103, as filed with the SEC on May 8, 1998)
3.2a	Certificate of Formation of American Photocopy Equipment Company of Pittsburgh, LLC
3.2b	Limited Liability Company Agreement of American Photocopy Equipment Company of Pittsburgh, LLC
3.3a	Articles of Incorporation, as amended, of Arizona Office Technologies, Inc.
3.3b	Bylaws of Arizona Office Technologies, Inc.
3.4a	Articles of Incorporation of AVPresentations, Inc.
3.4b	Bylaws of AVPresentations, Inc.
3.5a	Articles of Organization of Berney Office Solutions, LLC
3.5b	Limited Liability Company Agreement of Berney Office Solutions, LLC
3.6a	Articles of Incorporation of Business Equipment Unlimited (incorporated by reference to Exhibit 3.4a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on July 27, 1999)
3.6b	Bylaws, as amended, of Business Equipment Unlimited (incorporated by reference to Exhibit 3.4b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on July 27, 1999)
3.7a	Restated Certificate of Formation of Cameron Office Products, LLC
3.7b	Limited Liability Company Agreement of Cameron Office Products, LLC
3.8a	Certificate of Formation of Capitol Office Solutions, LLC
3.8b	Limited Liability Company Agreement of Capitol Office Solutions, LLC
3.9a	Certificate of Incorporation, as amended, of Carr Business Systems, Inc.
3.9b	Bylaws of Carr Business Systems, Inc.
3.10a	Articles of Incorporation of Centre Business Products, Inc. (incorporated by reference to Exhibit 3.9a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.10b	Bylaws, as amended, of Centre Business Products, Inc. (incorporated by reference to Exhibit 3.9b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.10c	Amendment to Bylaws of Centre Business Products, Inc.
3.11a	Articles of Incorporation of Column Office Equipment, Inc.
3.11b	Bylaws of Column Office Equipment, Inc.
3.12a	Articles of Incorporation of Commercial Equipment Company

Exhibit No.	Description
3.12b	Bylaws of Commercial Equipment Company
3.13a	Certificate of Formation of Connecticut Business Systems, LLC
3.13b	Limited Liability Company Agreement of Connecticut Business Systems, LLC
3.14a	Certificate of Formation of Conway Office Products, LLC
3.14b	Limited Liability Company Agreement of Conway Office Products, LLC
3.15a	Articles of Incorporation of Copy Service and Supply, Inc. (incorporated by reference to Exhibit 3.12a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.15b	Bylaws, as amended, of Copy Service and Supply, Inc. (incorporated by reference to Exhibit 3.12b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.16a	Certificate of Incorporation of Daniel Communications, Inc. (incorporated by reference to Exhibit 3.27a to the registrant’s registration statement on Form S-4/A, No. 333-78093, as filed with the SEC on July 27, 1999)
3.16b	Amended and Restated Bylaws of Daniel Communications, Inc. (incorporated by reference to Exhibit 3.27b to the registrant’s registration statement on Form S-4/A, No. 333-78093, as filed with the SEC on July 27, 1999)
3.17a	Articles of Incorporation of Distinctive Business Products, Inc. (incorporated by reference to Exhibit 3.14a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.17b	Reinstatement of, and Amendment to, Articles of Incorporation of Distinctive Business Products, Inc.
3.17c	Bylaws, as amended, of Distinctive Business Products, Inc. (incorporated by reference to Exhibit 3.14b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.18a	Restated Articles of Incorporation of Duplicating Specialties, Inc. d/b/a Copytronix (incorporated by reference to Exhibit 3.15a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.18b	Bylaws, as amended, of Duplicating Specialties, Inc. d/b/a Copytronix (incorporated by reference to Exhibit 3.15b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.19a	Articles of Organization of Eastern Copy Products, LLC
3.19b	Limited Liability Company Agreement of Eastern Copy Products, LLC
3.20a	Articles of Incorporation of ecom-division, Inc.
3.20b	Bylaws of ecom-division, Inc.
3.21a	Articles of Incorporation of Electronic Systems, Inc. (incorporated by reference to Exhibit 3.17a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999).
3.21b	Bylaws of Electronic Systems, Inc. (incorporated by reference to Exhibit 3.17b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999).

Exhibit No.	Description
3.22a	Articles of Incorporation of Electronic Systems of Richmond, Inc. (incorporated by reference to Exhibit 3.18a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999).
3.22b	Bylaws of Electronic Systems of Richmond, Inc. (incorporated by reference to Exhibit 3.18b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.23a	Certificate of Formation of Global Imaging Finance Company, LLC
3.23b	Limited Liability Company Agreement of Global Imaging Finance Company, LLC
3.24a	Certificate of Formation of Global Imaging Operations, LLC
3.24b	Limited Liability Company Agreement of Global Imaging Operations, LLC
3.25a	Certificate of Limited Partnership of Global Operations Texas, L.P. (incorporated by reference to Exhibit 3.19a to the registrant’s registration statement on Form S-4/A, No. 333-78093, as filed with the SEC on July 27, 1999)
3.25b	Agreement of Limited Partnership of Global Operations Texas, L.P. (incorporated by reference to Exhibit 3.19b to the registrant’s registration statement on Form S-4/A, No. 333-78093, as filed with the SEC on July 27, 1999)
3.26a	Articles of Incorporation, as amended, of Lewan & Associates, Inc. (incorporated by reference to Exhibit 3.26a to the registrant’s registration statement on Form S-4/A, No. 333-78093, as filed with the SEC on July 27, 1999)
3.26b	Bylaws, as amended, of Lewan & Associates, Inc. (incorporated by reference to Exhibit 3.26b to the registrant’s registration statement on Form S-4/A, No. 333-78093, as filed with the SEC on July 27, 1999)
3.27a	Articles of Organization of Modern Business Machines, LLC
3.27b	Limited Liability Company Agreement of Modern Business Machines, LLC
3.28a	Articles of Organization of N&L Enterprises, LLC
3.28b	Limited Liability Company Agreement of N&L Enterprises, LLC
3.29a	Restated Certificate of Formation of Northeast Copier Systems, LLC
3.29b	Limited Liability Company Agreement of Northeast Copier Systems, LLC
3.30a	Certificate of Formation of Office Tech, LLC
3.30b	Limited Liability Company Agreement of Office Tech, LLC
3.31a	Articles of Incorporation of Pacific Office Solutions, Inc.
3.31b	Bylaws of Pacific Office Solutions, Inc.
3.32a	Articles of Incorporation of ProView, Inc. (incorporated by reference to Exhibit 3.22a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.32b	Bylaws, as amended, of ProView, Inc. (incorporated by reference to Exhibit 3.22b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)

Exhibit No.	Description
3.33a	Articles of Incorporation of Quality Business Systems, Inc. (incorporated by reference to Exhibit 3.23a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.33b	Bylaws, as amended, of Quality Business Systems, Inc. (incorporated by reference to Exhibit 3.23b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.34a	Restated Articles of Incorporation of Southern Business Communications, Inc. (incorporated by reference to Exhibit 3.24a to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
3.34b	Bylaws, as amended, of Southern Business Communications, Inc. (incorporated by reference to Exhibit 3.24b to the registrant’s registration statement on Form S-4, No. 333-78093, as filed with the SEC on May 7, 1999)
4.1	Indenture between Global Imaging Systems, Inc., its subsidiaries and The Bank of New York, dated as of May 16, 2003 (incorporated by reference to Exhibit 4.1 to the registrant’s annual report on Form 10-K for the year ended March 31, 2003)
4.2	Second Supplemental Indenture between Global Imaging Systems, Inc., its subsidiaries and The Bank of New York, dated as of June 27, 2003
4.3	Registration Rights Agreement dated as of May 16, 2003 between Global Imaging Systems, Inc., its subsidiaries and Wachovia Securities, Inc., Raymond James & Associates, Inc., SunTrust Capital Markets, Inc. and Robert W. Baird & Co. Incorporated (incorporated by reference to Exhibit 4.2 to the registrant’s annual report on Form 10-K for the year ended March 31, 2003)
4.4	Form of 4% Convertible Senior Subordinated Note Due 2008 (included in Exhibit 4.1)
4.5	Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form S-1/A, No. 333-48103, as filed with the SEC on May 8, 1998)
5.1	Opinion of Hogan & Hartson L.L.P.
8.1	Tax Opinion of Hogan & Hartson L.L.P.
12.1	Statement Regarding Computation of Ratios of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP
23.2	Consent of Hogan & Hartson L.L.P. (included in Exhibits 5.1 and 8.1)
24.1	Powers of Attorney (included on signature pages to this registration statement)
25	Statement of Eligibility of Trustee on Form T-1
99.1	Section 18-108 of the Delaware Limited Liability Company Act
99.2	Sections 10-850 to 10-858 of the Arizona Revised Statutes
99.3	Sections 14-2-202(b)(4) and 14-2-850 to 14-2-859 of the Georgia Business Corporation Act
99.4	Section 10-12-4 of the Alabama Limited Liability Company Act
99.5	Sections 851 to 860 of the Maine Business Corporation Act
99.6	Section 8 of the Massachusetts Limited Liability Company Act
99.7	Sections 402(b) and 721 to 726 of the Business Corporations Law of the State of New York

Exhibit No.	Description
99.8	Sections 1741 to 1750 of the Pennsylvania Business Corporation Law
99.9	Section 5/8.75 of the Illinois Business Corporation Act
99.10	Sections 450.1551 to 450.1571 of the Michigan Business Corporation Act
99.11	Section 304-C:9 of the New Hampshire Limited Liability Company Act
99.12	Sections 55-8-50 to 55-8-58 of the North Carolina Business Corporation Act
99.13	Sections 10-2B-8.50 to 8.58 of the Alabama Business Corporation Act
99.14	Sections 60.047(2)(d) and 60.387 to 60.414 of the Oregon Business Corporation Act
99.15	Section 420 of the New York Limited Liability Company Law
99.16	Sections 13.1-692 and 13.1-696 to 13.1-704 of the Virginia Stock Corporation Act
99.17	Article 11 of the Texas Revised Limited Partnership Act
99.18	Sections 7-108-401 to 7-108-402 and 7-109-101 to 7-109-110 of the Colorado Business Corporation Act
99.19	Section 42:2B-10 of the New Jersey Limited Liability Company Act
99.20	Sections 204, 204.5, 309, 316 and 317 of the California Corporations Code
99.21	Sections 23B.08.500 to 23B.08.590 of the Washington Business Corporation Act

EX-3.2A

                                                                    Exhibit 3.2a

                            CERTIFICATE OF FORMATION
                                       OF
             AMERICAN PHOTOCOPY EQUIPMENT COMPANY OF PITTSBURGH, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of Delaware (particularly Chapter 18, Title 6 Section 18-201 of
the Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

     FIRST:  The name of the limited liability company (hereinafter the "limited
liability company") is American Photocopy Equipment Company of Pittsburgh, LLC.

     SECOND: The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained under Section 18-104 of the Delaware Limited Liability Company Act
are The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD:  This Certificate of Formation shall be effective as of April 1,
2002.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on March 20, 2002.


                                        By:     /s/  Christopher J. Hagan
                                           -------------------------------------
                                                   Authorized Person

EX-3.2B

                                                                    Exhibit 3.2b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

             AMERICAN PHOTOCOPY EQUIPMENT COMPANY OF PITTSBURGH, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
             AMERICAN PHOTOCOPY EQUIPMENT COMPANY OF PITTSBURGH, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of American
Photocopy Equipment Company of Pittsburgh, LLC (the "Company") is effective as
of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Global
Imaging Systems, Inc., a Delaware corporation ("Global"), and the administration
and termination of the Company shall be governed by the Agreement and the Act.
The Agreement shall be considered the "Limited Liability Company Agreement" of
the Company within the meaning of the Act. To the extent this Agreement is
inconsistent in any respect with the Act, this Agreement shall control.

          2.   Members. Global is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be American Photocopy
Equipment Company of Pittsburgh, LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Delaware shall be initially at
The Corporate Trust Company, 1209 Orange Street, Wilmington, County of New
Castle, Delaware, 19801, and shall thereafter be as the managers may designate
from time to time. The Company may have such other offices as the managers may
designate from time to time. The principal business and mailing address of the
Company shall be 121 Bateman Road, Box 4, Imperial, Pennsylvania 15126.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs,
and properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the



Company. The managers shall serve at the pleasure of the Member. The managers
and officers shall have the authority to act on behalf of, bind, and execute and
deliver documents in the name and on behalf of the Company. Such delegation of
authority shall not cause the Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at
least three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of Delaware.
Each manager shall hold office for the full term for which such manager is
elected, which term shall be specified in the vote or resolution of the Member
or, if not so specified and in each case, until such manager's successor shall
have been duly elected and qualified or until his or her earlier death or
resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

               Thomas S. Johnson

               Raymond Schilling

               Matthew Swider

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Delaware,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the
managers shall be held at such place or places within or without the State of
Delaware, at such hour and on such day as may be fixed by resolution of the
managers, without further notice of such meetings. The time or place of holding
regular meetings of the managers may be changed by the Chairman or the President
of the Company by giving written notice thereof as provided in Section 7(g)
hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Delaware as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the
time and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                                       2



          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise
restricted by this Agreement, any action required or permitted to be taken at a
meeting of the managers may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by the manager of the Company and
filed with the Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions
required or permitted by the Act for notice of meetings, unless otherwise
restricted by this Agreement, the managers may participate in and hold a meeting
of such managers by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7(j) shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under
any judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Delaware are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Delaware. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or
limit, in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in

                                       3


which the Company has invested, and no Member or the Managers shall have any
obligation to offer any such business activity or venture to the Company.
Neither the Company nor the Member shall have any right, by virtue of this
Agreement or the relationship created hereunder, in such investments or to such
other activities or ventures, and such activities or ventures, even if the same
are directly competitive with the business of the Company, shall not be deemed
wrongful or improper, manifestly unreasonable or a breach of any duty imposed on
the Member or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital

                                       4



Contributions such Member has agreed to make to the Company and such Member's
share of the assets (including undistributed revenues) of the Company; and in
all events, a Member shall be liable and obligated to make payments of its
Capital Contributions only as and when such payments are due in accordance with
the terms of this Agreement. No Member shall be required to make any loans to
the Company. The Company shall indemnify and hold harmless a Member in the event
a Member becomes liable, notwithstanding the preceding sentence, for any debt,
liability, contract or other obligation of the Company except to the extent
expressly provided in the first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.

                                       5



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                       MEMBER

                                       Global Imaging Systems, Inc.,
                                        a Delaware corporation


                                       By:       /s/  Thomas S. Johnson
                                          -------------------------------------
                                            Name:    Thomas S. Johnson
                                            Title:   President and CEO


                                       COMPANY

                                       American Photocopy Equipment Company of
                                       Pittsburgh, LLC,
                                        a Delaware limited liability company


                                       By:       /s/  Raymond Schilling
                                          -------------------------------------
                                            Name:   Raymond Schilling
                                            Title: Vice President, Secretary and
                                                   Treasurer



                                    EXHIBIT A
                                    ---------

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of American Photocopy Equipment Company of Pittsburgh

                                       1



Amendment of the Operating Agreement dated May 15, 2003
- -------------------------------------------------------

     RESOLVED, that the Operating Agreement is hereby amended by deleting
Section 3 of the Operating Agreement in its entirety and is replaced with the
following:

                    "3.  Purpose. The Company is formed for the
               object and purpose of, and the nature of the
               business is, engaging in any lawful business or
               activity permitted to be engaged in by a limited
               liability company pursuant to the Act and engaging
               in any and all activities necessary, convenient,
               desirable or incident to the foregoing, including,
               without limitation, guaranteeing the obligations
               of the Member or the Member's ultimate parent,
               Global Imaging Systems, Inc."

EX-3.3A

                                                                    Exhibit 3.3a

                            ARTICLES OF INCORPORATION

                                       OF

                     ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.

KNOW ALL MEN BY THESE PRESENTS:

          The undersigned, associating ourselves for the purposes herein stated,
hereby adopt the following Articles of Incorporation:

                                    ARTICLE I

          The name of the corporation shall be ARIZONA OFFICE EQUIPMENT &
SUPPLY, INC. Its known place of business shall be 9204 North 7th Street, Suite
1, Phoenix, Arizona 85020, but other offices may be established and maintained
within or without the State of Arizona at such place as the Board of Directors
may designate.

                                   ARTICLE II

          The purposes for which this corporation is organized shall include the
transaction of any and all lawful business for which corporations may be
incorporated under the Arizona Business Corporation Act. The character of the
business which the corporation initially intends to actually conduct in Arizona
shall be sales and service of office equipment and supplies.




                                   ARTICLE III

          The aggregate number of shares which the corporation shall have
authority to issue shall be One Million (1,000,000), such issue to consist of
only one class, the par value of each share being One Dollar ($1.00). The Board
of Directors shall be vested with the authority to establish preferred or
special classes of stock in series and to fix and determine the variations and
the relative rights and preferences as between series. The shares of capital
stock of the corporation shall be non-assessable.

                                   ARTICLE IV

          The corporation appoints DAVID HADLEY, JR., of Suite 304, 3001 West
Indian School Road, Phoenix, Arizona 85017 as its statutory agent.

                                    ARTICLE V

          The affairs of the corporation shall be conducted by a Board of
Directors and such officers as the Board may elect or appoint. The number of
Directors shall be designated by the By-Laws, but not less than two (2) who
shall be elected at the annual meeting of the stockholders. The Directors, who
need not be stockholders, shall hold office for such term and be elected in such
manner as shall be designated by the By-Laws. The following persons shall serve
as Directors of the corporation until the organizational meeting of the
shareholders or until their successors are duly elected and qualified:

          James F. Whitehead                          Jeanette A. Whitehead

                                     Page 2



                                   ARTICLE VI

          The names and addresses of the incorporators are:

     James F. Whitehead                             Jeanette A. Whitehead
     529 W. Southern Hills                          529 W. Southern Hills
     Phoenix, Arizona  85023                        Phoenix, Arizona 85023

          IN WITNESS WHEREOF, we have hereunto set our hands this 30th day of
June, 1989.


                                        /s/ James F. Whitehead
                                        ----------------------------------------
                                        JAMES F. WHITEHEAD


                                        /s/ Jeanette A. Whitehead
                                        ----------------------------------------
                                        JEANETTE A. WHITEHEAD

STATE OF ARIZONA    )
                    ) ss.
County of Maricopa  )

          Before me, the undersigned notary public, personally appeared JAMES F.
WHITEHEAD and JEANETTE A. WHITEHEAD, who acknowledged to me that they executed
the foregoing Articles of Incorporation for the purposes therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal this 30th
day of June, 1989.


                                        /s/ Alice M. Klazwa
                                        ----------------------------------------
                                        Notary Public

My Commission Expires:
        8/23/89

                                     Page 3



                              ARTICLES OF AMENDMENT

                                       OF

                     ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.

1.   The name of the corporation is ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.

2.   Attached hereto as Exhibit A is the text of each amendment adopted.

3.   [X]  The amendment does not provide for an exchange, reclassification or
          cancellation of issued shares.

4.   The amendment was adopted the 1st day of November, 2002.

5.   [X]  The amendment was approved by the shareholders. There is one voting
group eligible to vote on the amendment. The voting group consisting of 15,000
outstanding shares of Common stock is entitled to 15,000 votes. There were
15,000 votes present at the meeting. The voting group cast 15,000 votes for
approval of the amendment. The number of votes cast for approval of the
amendment was sufficient for approval by the voting group.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                     Page 4



DATED as of the 1st day of November, 2002.

                                        ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.


                                        By: /s/ Michael McGuirk
                                            ------------------------------------
                                            Michael McGuirk, President

                                     Page 5




                                    EXHIBIT A
                                       TO
                              ARTICLES OF AMENDMENT

ARTICLE I IS AMENDED AND RESTATED AS FOLLOWS:

                                   "ARTICLE I

     The name of the corporation shall be ARIZONA OFFICE TECHNOLOGIES, INC. Its
known place of business shall be 1440 West University Drive, Tempe, Arizona,
85281, but other offices may be established and maintained within or without the
state of Arizona at such place as the Board of Directors may designate."

                                     Page 6

EX-3.3B

                                                                    Exhibit 3.3b

                               INDEX TO BY-LAWS OF

                     ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.

                                                                            Page
                                                                            ----

ARTICLE I       STOCKHOLDERS..................................................1

   Section 1    Annual Meetings...............................................1

   Section 2    Special Annual Meetings.......................................1

   Section 3    Special Meetings..............................................1

   Section 4.   Notice........................................................1

   Section 5    Organization..................................................1

   Section 6    Quorum........................................................2

   Section 7    Adjournment...................................................2

   Section 8    Proxies and Voting............................................2

   Section 9    List of Stockholders..........................................2

   Section 10   Inspectors....................................................3

   Section 11   Objections....................................................3

ARTICLE II      BOARD OF DIRECTORS............................................3

   Section 1    Number........................................................3

   Section 2    Term..........................................................3

   Section 3    Vacancies.....................................................3

   Section 4    Regular Meetings..............................................4

   Section 5    Special Meetings..............................................4

   Section 6    Place of Meetings.............................................4

   Section 7    Quorum........................................................4

   Section 8    Committees....................................................4




   Section 9    Compensation..................................................4

   Section 10   Action by Resolution..........................................4

   Section 11   Transactions with Directors...................................5

   Section 12   Indemnification...............................................5

ARTICLE III     NOTICES.......................................................7

   Section 1    Stockholders' Meetings........................................7

   Section 2    Board of Directors' Meetings..................................7

   Section 3    Absence or Waiver of Notice...................................7

ARTICLE IV      OFFICERS .....................................................7

   Section 1    Executive.....................................................7

   Section 2    Subordinates..................................................8

   Section 3    Tenure of Officers............................................8

   Section 4    Chairman of the Board.........................................8

   Section 5    President.....................................................8

   Section 6    Vice President................................................8

   Section 7    Treasurer.....................................................8

   Section 8    Secretary.....................................................9

ARTICLE V       CAPITAL STOCK.................................................9

   Section 1    Certificates of Common Stock..................................9

   Section 2    Stock Certificates............................................9

   Section 3    Record of Certificates.......................................10

   Section 4    Cancellation of Certificate..................................10

   Section 5    Stock Transfer...............................................10

   Section 6    Registered Stockholders......................................11

                                      - 2 -



ARTICLE VI      DIVIDENDS....................................................11

ARTICLE VII     CORPORATE SEAL...............................................12

ARTICLE VIII    AMENDMENT....................................................12

                                      - 3 -



                                     BY-LAWS
                                       OF

                     ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

     1. ANNUAL MEETINGS. The meeting of the stockholders shall be held annually
at the office of the corporation in Phoenix, Arizona at 6:00 o'clock p.m. on the
second Friday in July of each year for the purpose of electing directors and for
the transaction of any business that may properly come before it.

     2. SPECIAL ANNUAL MEETINGS. Whenever from any cause, an annual meeting of
the stockholders cannot be held on the day provided, a special annual meeting
may be called by the directors in the manner and at such place as is prescribed
for the holding of annual meetings of the stockholders, at which special annual
meeting directors shall be elected, and shall hold office until the second
Friday in July of the next year succeeding and until others are elected and have
qualified in their stead.

     3. SPECIAL MEETINGS. Special meetings of stockholders for any purpose or
purposes, may be called by the President or by the Board of Directors upon a
vote of the majority and shall be called by the President upon written
application to him by the stockholders owning one-fifth of the common stock
issued and outstanding, such application stating the purpose or purposes of such
meeting.

     The business transacted at any special meeting shall be limited to the
purpose stated in the notice of such meeting to the stockholders.

     4. NOTICE. Notices of all stockholders' meetings shall conform to the
provisions of Article III of these By-Laws.

     5. ORGANIZATION. The President, in his absence the Vice-President, and in
the absence of both a Chairman appointed by the stockholders present, shall call
the meeting of stockholders to order and shall act as chairman thereof.

                                     Page 1



     The Secretary of the corporation shall act as Secretary at all meetings of
the stockholders. In his absence, the presiding officer may appoint any person
to act as Secretary.

     6. QUORUM. A majority of the stock issued and outstanding represented by
the holders thereof, either in person or by proxy, shall constitute a quorum at
all meetings of stockholders.

     7. ADJOURNMENT. If at any annual or special meeting a quorum shall fail to
attend in person or by proxy, a majority in interest of the stockholders
attending in person or by proxy at the time of such meeting may, at the end of
an hour, adjourn the meeting from time to time without further notice until a
quorum shall attend, and thereupon any business may be transacted which might
have been transacted at the meeting as originally called, had the same been then
held.

     8. PROXIES AND VOTING. At all annual and special meetings of stockholders,
every holder of voting stock issued to a bona-fide purchaser of the same,
represented by the holder thereof, either in person or by proxy, shall have one
vote for each share of stock so held and represented at such meetings. In all
elections for directors of this corporation, however, each holder of voting
stock shall have the right to cast as many votes in the aggregate as is equal to
the number of shares held multiplied by the number of directors to be elected at
such election. Each shareholder may cast the whole number of votes for one
candidate or distribute such votes among two or more such candidates. All
proxies shall be in writing, shall be dated and signed by the shareholder, shall
designate the person elected as proxy and shall set forth the nature of the
powers to be granted to the proxy. Such proxy shall be filed with the Secretary
of the corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.

     9. LIST OF STOCKHOLDERS. At each meeting of stockholders, a full, true and
correct list, in alphabetical order, of all of the stockholders entitled to vote
at such meeting, with the number of shares held by each, certified to by the

                                     Page 2



Secretary, shall be made available for examination upon written request by any
stockholder.

     10. INSPECTORS. At all elections of directors the proxies shall be received
and taken in charge, all questions touching the qualifications of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided,
and all ballots shall be received and counted by two inspectors who shall be
appointed by the presiding officer of the meeting and who shall, in writing,
certify to the returns. If a unanimous vote of stockholders present is received
on any of these matters, then no action need be taken by the inspectors.

     11. OBJECTIONS. All information and/or irregularities in calls, notices of
the meetings and in matters of voting, form of proxies, credentials and methods
of ascertaining those present, shall be deemed waived if no objection is made at
the meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     1. NUMBER. The business and affairs of the corporation shall be managed and
controlled by a board of not less than two (2) directors, as may be determined,
from time to time, by resolution of the Board of Directors.

     2. TERM. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article, and each director
shall hold office until the next annual meeting of stockholders and until his
successor shall have been duly elected and have qualified. Directors need not be
stockholders.

     3. VACANCIES. In case of any vacancy among the directors, through death,
resignation, disqualification, increase in the Board or other cause, the
remaining directors at any regular or special meeting, by affirmative vote of a
majority thereof, whether or not constituting a quorum, may elect a successor to
hold office for the unexpired period of the term of a director as provided by
these By-Laws and until his successor is elected and shall have qualified.

                                     Page 3



     4. REGULAR MEETINGS. The Board of Directors shall hold an annual
organizational meeting at the office of the corporation immediately after the
adjournment of each annual stockholders' meeting. The Board shall also meet at
other times at regular intervals as they may from time to time by resolution
provide.

     5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President and shall be called by the
Secretary on the written request of a majority of the Board. Unless otherwise
specified in the notice thereof, all business may be transacted at a special
meeting.

     6. PLACE OF MEETINGS. The Directors shall hold their meetings, both special
and regular, at such places, either within or without the State of Arizona, as
the Board may from time to time determine, with the exception of the annual
organizational meeting of the Board which shall be held at the offices of the
Corporation.

     7. QUORUM. A majority of the Board of Directors at the time in office shall
constitute a quorum for the transaction of business, but a majority of those
present at the time and place of any regular or special meeting, although less
than a quorum, may adjourn from time to time, without notice, until a quorum be
obtained. The vote of a majority of the Directors present at any meeting in
favor of or against any proposition shall prevail.

     8. COMMITTEES. From time to time the Board may appoint committees for any
purpose or purposes which shall have such powers as shall be specified in the
resolution of appointment. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.

     9. COMPENSATION. The Directors and officers of the corporation and all
members of committees shall serve without salary except as may be determined by
the Directors.

     10. ACTION BY RESOLUTION. The Board of Directors shall, except as otherwise
provided by law, have power to act in the following manner: A resolution

                                     Page 4



in writing, signed by all of the members of the Board of Directors, shall be
deemed to be action by the board to the effect therein expressed, with the same
force and effect as if the same had been duly passed by the same vote at a duly
convened meeting, and it shall be the duty of the Secretary of the corporation
to record such resolution in the minute book of the corporation under its proper
date.

     11. TRANSACTIONS WITH DIRECTORS. No contract or other transaction between
the corporation and any other corporation shall be affected or invalidated by
the fact that any one or more of the directors or officers of the corporation is
interested in, or is or are director or directors or officer or officers of such
other corporation, and no contract or other transaction between the corporation
and any other person or firm shall be affected or invalidated by the fact that
any one or more of the directors of this corporation is a party to, or are
parties to, or interested in, such contract or transaction; provided that in
such case the nature and extent of the interest of such director or directors or
officer or officers in such contract or other transaction and/or the fact that
such director or directors or officer or officers, is or are director or
directors or officer or officers of such corporation is known to the Board of
Directors at the meeting at which such contract or other transaction is
authorized.

     12. INDEMNIFICATION. Any person made a party to, or involved in, any civil,
criminal or administrative action, suit or proceedings by reason of the fact
that he, his testator or intestate, is or was director, officer or employee of
the corporation, or of any corporation which he, his testator or intestate,
served as such at the request of the corporation, shall be indemnified by the
corporation against expenses reasonably incurred by him or imposed on him in
connection with, or resulting from, the defense of any such action, suit or
proceeding, or in connection with, resulting from any appeal therein, except
with respect to matters as to which it is adjudged in such action, suit or
proceeding that such officer, director, or employee is liable to the corporation
or such other corporation for negligence or misconduct in the performance of his
duties. As used herein, the term "expense"

                                     Page 5



shall include all obligations incurred by such person for the payment of money
including, without limitation, attorneys' fees, judgment, awards, fines,
penalties and amounts paid in satisfaction of judgment or in settlement of any
such action, suit or proceeding, except amounts paid to the corporation or such
other corporation by him. A judgment or conviction (whether based on a plea of
guilty or nolo contendre or its equivalent, or after trial), shall not of itself
be deemed an adjudication that such director, officer or employee is liable to
the corporation or such other corporation for negligence or misconduct in the
performance of his duties. Determination of the right to such indemnification
and the amount thereof may be made, at the option of the person to be
indemnified, pursuant to procedure set forth from time to time in the By-Laws or
by any of the following procedures: (a) Order of the Court or administrative
body or agency having jurisdiction of the action, suit or proceeding, (b)
resolution adopted by a majority or quorum of the Board of Directors of the
corporation without counting in such majority or quorum any directors who have
incurred expenses in connection with such action, suit or proceeding, (c) if
there is no quorum of directors who have not incurred expenses in connection
with such action, suit or proceeding, then by resolution adopted by a majority
of a committee of stockholders or directors who have not incurred such expenses,
appointed by the Board of Directors, (d) resolution adopted by a majority of a
quorum of stockholders entitled to vote at any meeting, or (e) order of any
Court having jurisdiction over the corporation. Any such determination that a
payment by way of indemnification should be made shall be binding upon the
corporation, such right of indemnification shall not be exclusive of any right
which such directors, officers, and employees of the corporation, and the other
persons above mentioned, may have or hereafter acquire, and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any By-Laws, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article. The
provisions of this Article shall apply

                                     Page 6



to any member of any committee appointed by the Board of Directors as fully as
though such person had been a director, officer, or employee of the corporation.

                                  ARTICLE III

                                    NOTICES

     1. STOCKHOLDERS' MEETINGS. Notice of annual and special meetings shall be
mailed at least ten (10) days prior to such meeting to the last known address of
each stockholder as the same appears by the records of the corporation.

     2. BOARD OF DIRECTORS' MEETINGS. No notice shall be required to be given of
any regular meeting unless held outside the State of Arizona. The secretary
shall give notice to each director of each special meeting and each regular
meeting held outside the State of Arizona by mailing the same at least three (3)
days before the time of such meeting or by telephoning or telegraphing not less
than two (2) days before the time of the meeting.

     3. ABSENCE OR WAIVER OF NOTICE. Whenever all of the stockholders meet in
person or by proxy, such meetings shall be valid for all purposes without
notice, and at such meetings any corporate action may be taken. Whenever all of
the directors meet, such meetings shall be valid for all purposes without
notice, and at such meetings any corporate action may be taken. No notice of any
meeting of stockholders or directors shall be necessary if waiver of notice be
signed by all of the stockholders or directors, whichever the case may be.

                                   ARTICLE IV

                                    OFFICERS

     1. EXECUTIVE. The officers of the corporation shall be a Chairman of the
Board, President, Vice President, Treasurer and Secretary. One person may hold
more than one office. These persons shall be elected by the Board of Directors
at their annual organizational meeting.

                                     Page 7



     2. SUBORDINATES. The Board of Directors may appoint such other officers as
it shall deem necessary, who shall have such authority and shall perform duties,
as from time to time, may be prescribed by the Board.

     3. TENURE OF OFFICERS. All officers and agents shall be subject to removal
at any time, with or without notice, as determined by the Board.

     4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
meetings of the Board at which he may be present, and shall have such other
powers and duties as he is called upon to perform by the President of the Board.

     5. PRESIDENT. The President shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the stockholders and the Board
of Directors in the absence of the Chairman of the Board, and shall have general
and active management of the business of the corporation, and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He
shall execute on behalf of the corporation, and may affix, or cause the seal to
be affixed to, all instruments requiring such execution except to the extent the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

     6. VICE-PRESIDENT. In case of the absence or disability of the President,
the duties of the office shall be performed by the Vice-President.

     7. TREASURER. The Treasurer shall have the custody of all funds and
securities for the corporation which may come into his hands; he shall endorse,
on behalf of the corporation for collection, checks, notes, and other
obligations, and shall deposit the same to the credit of the corporation in such
bank or banks, or depositories, as the Board of Directors may designate; he may
sign receipts and vouchers for payments made to the corporation; and he shall
sign checks made by the corporation and pay out and dispose of the same under
the direction of the Board; he shall sign, the President, or such other person
or persons as may be designated by the Board, all authorized promissory notes
and bills of exchange of

                                     Page 8



the corporation, whenever required by the Board he shall render a statement of
his cash accounts, he shall enter regularly, in the books of the corporation to
be kept by him for the purpose, full and accurate accounts of all monies
received and paid by him on account of the corporation; and he shall perform all
duties incident to the position of Treasurer subject to the control of the Board
or President of the corporation.

     8. SECRETARY. The Secretary shall keep the minutes of all proceedings of
the Board and the minutes of all meetings of the stockholders; and he shall
attend to the giving and serving of all notices for the corporation when
directed by either the President or the Vice-President in the name of the
corporation; he shall sign either with the President or the Vice President of
the corporation all contracts authorized by the Board, and shall affix the seal
of the corporation thereto; and he shall have charge of the certificate books
and such other books and papers as the Board may direct; he shall in general
perform all of the duties incident to the office of the Secretary, subject to
the control of the Board of Directors or President of the corporation. By
resolution of the Board, one or more of the aforesaid offices may be deleted and
an officer need not be elected for such person.

                                    ARTICLE V

                                  CAPITAL STOCK

     1. CERTIFICATES OF COMMON STOCK. Each certificate for shares of the capital
stock of this corporation shall indicate plainly the class of stock which it
represents and that it is fully paid and non-assessible and shall disclose on
its face the total capitalization of the corporation and the respective shares
into which the total capital stock is classified. The seal of the corporation,
which may be a facsimile, shall be affixed to each certificate.

     2. STOCK CERTIFICATES. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation

                                     Page 9



by, the President or Vice-President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation certifying the
number of shares owned by him in the corporation. Where such certificate is
signed (1) by a transfer agent on behalf of the corporation and a registrar, the
signature of any such President, Vice-President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be a facsimile. In case any officer or
officers who have signed or whose facsimile signature or signatures have been
used on any such certificate or certificates shall cease to be such officer of
the corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer of the corporation.

     3. RECORD OF CERTIFICATES. All of the certificates for shares of the
capital stock of this corporation shall be consecutively numbered and the names
of the owners, the number of shares owned and the date of issue shall be entered
in the corporation's books.

     4. CANCELLATION OF CERTIFICATE. Except in the case of lost or destroyed
certificates, no new certificates shall be issued until the original certificate
for the shares of common preferred stock represented thereby shall be
surrendered and cancelled. The Board may direct a new certificate be issued in
place of any certificate theretofore issued by the corporation alleged to have
been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost or destroyed, and, at the Board's
discretion, giving a satisfactory bond.

     5. STOCK TRANSFER. Shares of the capital stock of this corporation shall be
transferred by a transfer agent of the corporation, upon surrender of
certificates of stock duly endorsed or accompanied by proper evidence of
succession,

                                     Page 10



assignment or authority to transfer. Upon such surrender, it shall be the duty
of the corporation or its transfer agent to issue a new certificate and record
the transaction on its books. The Board of Directors may make from time to time
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates of stock of the corporation.

     6. REGISTERED STOCKHOLDERS. The Board of Directors may close the stock
transfer books of the corporation for a period not exceeding fifty days
preceding the date of any meeting of stockholders or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any changes
or conversion or exchange of capital stock shall go into effect, or for a period
not exceeding fifty days in connection with obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the Board may fix in advance a date, not exceeding fifty days
preceding the date of any meeting of stockholders, or the date for allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise any such rights, or to give such consents, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

                                   ARTICLE VI

                                    DIVIDENDS

     The Board of Directors shall from time to time on such dates as may be
expedient, declare dividends upon the capital stock of the corporation from the
surplus or net profits of the corporation.

                                     Page 11



                                   ARTICLE VII

                                 CORPORATE SEAL

     The Board of Directors shall provide a suitable seal, circular in design,
bearing on its outer rim the name of the corporation, the words "Incorporated"
and "Arizona" and the figures in the center, which seal shall be in charge of
the Secretary to be issued as directed by the Board.

                                  ARTICLE VIII

                                    AMENDMENT

     These By-Laws may be altered or amended at any meeting of the stockholders,
regular or special, at which a quorum is present or represented or by the
affirmative vote of a majority of the Board of Directors.

                                     Page 12



     KNOW ALL MEN BY THESE PRESENTS:

     That I, JEANETTE A. WHITEHEAD, Secretary of ARIZONA OFFICE EQUIPMENT &
SUPPLY, INC., an Arizona corporation, do hereby certify that the above and
foregoing By-Laws were fully adopted as the By-Laws of the corporation at an
organizational meeting thereof, on the 28 day of July, 1989; and that the same
do constitute the By-Laws of said corporation.


                                               /s/ Jeanette A. Whitehead
                                               ---------------------------------
                                               Jeanette A. Whitehead
                                               Secretary

                                     Page 13



                Special Joint Meeting of the Boards of Directors
                          and the Boards of Managers of
              Certain Subsidiaries of Global Imaging Systems, Inc.

                              AMENDMENT TO BYLAWS:
                                  June 16, 2003

     Bylaw Amendments -- Arizona Office Technologies, Inc.

     FURTHER RESOLVED, the following clause contained in Article IV, Section 8
of the Bylaws of Arizona Office Technologies, Inc. ("AOT") is hereby deleted:

          he shall sign either with the President or the Vice President of the
          corporation all contracts authorized by the Board, and shall affix the
          seal of the corporation thereto;

     FURTHER RESOLVED, that, the Board of AOT hereby ratifies all actions taken
by the officers of AOT from the time Lewan & Associates, Inc. ("Lewan") acquired
AOT until the date hereof.

EX-3.4A

                                                                    Exhibit 3.4a

                            ARTICLES OF INCORPORATION

                                       OF

                              AVPRESENTATIONS, INC.

                                       I.

     The name of the corporation is AVPresentations, Inc.

                                       II.

     The corporation shall have authority to issue not more than ten thousand
(10,000) shares of capital stock, all of which shall be designated "Common
Stock." The shares of Common Stock shall have unlimited voting rights and shall
be entitled to receive all of the net assets of the corporation upon liquidation
or dissolution.

                                      III.

     The address of the initial registered office of the corporation shall be
4000 Northfield Way, Suite 600, Roswell, Fulton County, Georgia 30076. The
initial registered agent of the corporation at such address shall be Stephen
Gross.

                                       IV.

     The name and address of the Incorporator are as follows:

                    Eric S. Chofnas, P.C.
                    31 North Main Street, Suite 100
                    Alpharetta, Georgia 30004




                                       V.

     The address of the initial principal office of the corporation is 4000
Northfield Way, Suite 600, Roswell, Fulton County, Georgia 30076.

                                       VI.

     A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, except for liability: (i) for any appropriation, in
violation of his duties, of any business opportunity of the corporation; (ii)
for acts or omissions that involve intentional misconduct or a knowing violation
of law; (iii) of the types set forth in O.C.G.A. (S) 14-2-832; or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of the provisions of this article by the shareholders of
the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation with
respect to any act or omission occurring prior to the effective date of such
repeal or modification. If the Georgia Business Corporation Code is hereafter
amended to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the corporation, in addition to
the limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the Georgia Business Corporation Code as so amended.

                                      VII.

     Each person who is or was a director or officer of the corporation, and
each person who is or was a director or officer of the corporation who at the
request of the corporation is serving or has served as an officer, director,
partner, joint venturer or trustee of another corporation, partnership, joint
venture, trust or other enterprise shall be indemnified by the corporation
against those expenses (including attorneys'

                                       2



fees), judgments, fines and amounts paid in settlement that are allowed to be
paid or reimbursed by the corporation under the laws of the State of Georgia and
that are actually and reasonably incurred in connection with any action, suit,
or proceeding, pending or threatened, whether civil, criminal, administrative or
investigative, in which such person may be involved by reason of his being or
having been a director or officer of this corporation or of such other
enterprises. Such indemnification shall be made only in accordance with the laws
of the State of Georgia and subject to the conditions prescribed therein.

     In any instance where the laws of the State of Georgia permit
indemnification to be provided to persons who are or have been an officer or
director of the corporation or who are or have been an officer, director,
partner, joint venturer or trustee of any such other enterprise only on a
determination that certain specified standards of conduct have been met, upon
application for indemnification by any such person the corporation shall
promptly cause such determination to be made: (i) by the Board of Directors by
majority vote of a quorum consisting of directors not at the time parties to the
proceeding; (ii) if a quorum cannot be obtained, by majority vote of a committee
duly designated by the Board of Directors (in which designation directors who
are parties may participate), consisting solely of two or more directors not at
the time parties to the proceeding; (iii) by special legal counsel selected by
the Board of Directors or its committee in the manner prescribed in clauses (i)
or (ii), or if a quorum of the Board of Directors cannot be obtained under
clause (i), and a committee cannot be designated under clause (ii), selected by
majority vote of the full Board of Directors (in which selection directors who
are parties may participate); or (iv) by the shareholders, but shares owned by
or voted under the control of directors who are at the time parties to the
proceeding may not be voted on the determination.

                                       3



     As a condition to any such right of indemnification, the corporation may
require that the corporation be permitted to participate in the defense of any
such action or proceeding through legal counsel designated by the corporation
and at the expense of the corporation.

     The corporation may purchase and maintain insurance on behalf of any such
persons whether or not the corporation would have the power to indemnify such
officers and directors against any liability under the laws of the State of
Georgia. If any expenses or other amounts are paid by way of indemnification,
other than by court order, action by shareholders or by an insurance carrier,
the corporation shall provide notice of such payment to the shareholders in
accordance with the provisions of the laws of the State of Georgia.

     IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation.


                                             /s/ Eric S. Chofnas
                                             -----------------------------------
                                             Eric S. Chofnas, Esquire

                                             ERIC S. CHOFNAS, P.C.
                                             31 North Main Street, Suite 100
                                             Alpharetta, Georgia 30004

                                       4

EX-3.4B

                                                                    Exhibit 3.4b

                              AVPRESENTATIONS, INC.

                             (A Georgia Corporation)

                               AMENDED & RESTATED

                                     BYLAWS

                            Adopted January 31, 2000

                                       1




                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE ONE OFFICES AND AGENT.................................................1
   Section 1.1   Registered Office and Agent..................................2
   Section 1.2   Other Offices................................................2
ARTICLE TWO SHAREHOLDERS' MEETINGS............................................2
   Section 2.1   Place of Meetings............................................2
   Section 2.2   Annual Meetings..............................................2
   Section 2.3   Substitute Annual Meeting....................................2
   Section 2.4   Special Meetings.............................................2
   Section 2.5   Notice of Meetings...........................................3
   Section 2.6   Quorum.......................................................3
   Section 2.7   Voting of Shares.............................................3
   Section 2.8   Proxies......................................................3
   Section 2.9   Presiding Officer............................................4
   Section 2.10  Adjournments.................................................4
   Section 2.11  Action of Shareholders Without a Meeting.....................4
ARTICLE THREE BOARD OF DIRECTORS..............................................4
   Section 3.1   General Powers...............................................4
   Section 3.2   Number, Election and Term of Office..........................5
   Section 3.3   Removal......................................................5
   Section 3.4   Vacancies....................................................5
   Section 3.5   Compensation.................................................5
   Section 3.6   Committees of the Board of Directors.........................5
ARTICLE FOUR MEETINGS OF THE BOARD OF DIRECTORS...............................5
   Section 4.1   Regular Meetings.............................................6
   Section 4.2   Special Meetings.............................................6
   Section 4.3   Place of Meetings............................................6
   Section 4.4   Notice of Meetings...........................................6
   Section 4.5   Quorum.......................................................6
   Section 4.6   Vote Required for Action.....................................6
   Section 4.7   Participation by Conference -Telephone.......................6
   Section 4.8   Action by Directors Without a Meeting........................7
   Section 4.9   Adjournments.................................................7
ARTICLE FIVE NOTICE AND WAIVER................................................7
   Section 5.1   Procedure....................................................7
   Section 5.2   Waiver.......................................................7
ARTICLE SIX OFFICERS..........................................................8
   Section 6.1   Number.......................................................8
   Section 6.2   Election and Term............................................8
   Section 6.3   Compensation.................................................8

                                       2



   Section 6.4   Removal......................................................8
   Section 6.5   Chairman of the Board........................................8
   Section 6.6   President....................................................8
   Section 6.7   Vice Presidents..............................................8
   Section 6.8   Secretary....................................................9
   Section 6.9   Treasurer....................................................9
   Section 6.10  Assistant Secretary and Assistant Treasurer..................9
   Section 6.11  Bonds........................................................9
   Section 6.12  Reimbursement of Officers....................................9
ARTICLE SEVEN DIVIDENDS......................................................10
   Section 7.1   Time and Conditions of Declaration..........................10
   Section 7.2   Reserves....................................................10
   Section 7.3   Share Dividends-Treasury Shares.............................10
   Section 7.4   Share Dividends-Unissued Shares.............................10
   Section 7.5   Share Splits................................................10
ARTICLE EIGHT SHARES.........................................................10
   Section 8.1   Authorization and Issuance of Shares........................10
   Section 8.2   Share Certificates..........................................11
   Section 8.3   Rights of Corporation with Respect to Registered Owners.....11
   Section 8.4   Transfers of Shares.........................................11
   Section 8.5   Duty of Corporation to Register Transfer....................11
   Section 8.6   Lost, Stolen or Destroyed Certificates......................12
   Section 8.7   Fixing of Record Date.......................................12
   Section 8.8   Record Date if None Fixed...................................12
ARTICLE NINE INDEMNIFICATION.................................................12
   Section 9.1   Indemnification.............................................12
ARTICLE TEN MISCELLANEOUS....................................................13
   Section 10.1  Inspection of Books and Records.............................13
   Section 10.2  Fiscal Year.................................................14
   Section 10.3  Seal........................................................14
   Section 10.4  Annual Statements...........................................14
ARTICLE ELEVEN AMENDMENTS....................................................14
   Section 11.1  Power to Amend Bylaws.......................................14
   Section 11.2  Conditions..................................................14

                                       3



                                   ARTICLE ONE

                                OFFICES AND AGENT

          Section 1.1 Registered Office and Agent. The corporation shall
maintain a registered office and shall have a registered agent whose business
office is identical with such registered office.

          Section 1.2 Other Offices. In addition to its registered office, the
corporation may have offices at such other place or places, within or without
the State of Georgia, as the Board of Directors may from time to time appoint or
as the business of the corporation may require or make desirable.

                                   ARTICLE TWO

                             SHAREHOLDERS' MEETINGS

          Section 2.1 Place of Meetings. Meetings of the shareholders may be
held at any place within or without the State of Georgia as set forth in the
notice thereof or in the event of a meting held pursuant to waiver of notice, as
set forth in the waiver, or if no place is so specified, at the registered
office of the corporation.

          Section 2.2 Annual Meetings. The annual meting of shareholders shall
be held on the second Tuesday in May unless that day is a legal holiday, and in
that event on the next succeeding business day, for the purpose of electing
directors and transacting any and all business that may properly come before the
meeting.

          Section 2.3 Substitute Annual Meeting. If the annual meeting of
shareholders is not held on the day designated in Section 2.2, any business,
including the election of directors, which might properly have been acted upon
at that meeting may be acted upon at any subsequent shareholders' meeting held
pursuant to these bylaws or held pursuant to a court order requiring a
substitute annual meeting.

          Section 2.4 Special Meetings. Special meetings of the shareholders or
a special meeting in lieu of the annual meeting of the shareholders may be
called at any time by the Chairman of the Board of Directors, the President or
the Board of Directors. Special meetings of the shareholders or a special
meeting in lieu of the annual meeting of the shareholders shall be called by the
corporation upon the written request of the holders of twenty-five percent (25%)
or more of all the shares of capital stock of the corporation entitled to vote
in an election of directors.

                                       2



          Section 2.5 Notice of Meetings. Unless waived as contemplated in
Section 5.2 or by attendance at the meeting, either in person or by proxy, for
any purpose other than to object to the transaction of business, a written or
printed notice of each shareholders' meeting stating the place, day and hour of
the meeting shall be delivered not less than ten (10) days nor more than fifty
(50) days before the date thereof, either personally or by mail, by or at the
director of the Chairman of the Board of Directors, the President, the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. In the case of an annual or substitute
annual meeting, the notice of the meeting need not state the purpose or purposes
of the meeting unless the purpose or purposes constitute a matter which the
Georgia Business Corporation Code requires to be stated in the notice of the
meeting. In the case of a special meeting, the notice of meeting shall state the
purpose or purposes for which the meeting is called.

          Section 2.6 Quorum. At all meetings of the shareholders of the
presence, in person or by proxy, of the holders of more than one-half of the
shares outstanding and entitled to vote shall constitute a quorum. If a quorum
is present, a majority of the shares outstanding and entitled to vote which are
represented at any meeting shall determine any matter coming before the meeting
unless a different vote is required by statute, by the articles of incorporation
or by these bylaws. The shareholders at a meeting at which a quorum is once
present may continue to transact business at the meeting or at any adjournment
thereof, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

          Section 2.7 Voting of Shares. Each outstanding share having voting
rights shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. Voting on all matters shall be by voice vote or by show
of hands unless any qualified voter, prior to the voting on any matter, demands
vote by ballot, in which case each ballot shall state the name of the
shareholder voting and the number of shares voted by him, and if such ballot be
cast by proxy, it shall also state the name of such proxy.

          Section 2.8 Proxies. A shareholder entitled to vote pursuant to
Section 2.7 may vote in person or by proxy executed in writing by the
shareholder or by his attorney in fact. A proxy shall not be valid after eleven
(11) months from the date of its execution, unless a longer period is expressly
stated therein. If the validity of any proxy is questioned it must be submitted
to the secretary of the shareholders' meeting for examination or to a proxy
officer or committee appointed by the person presiding at the meeting. The
secretary of the meeting or, if appointed, the proxy officer or committee, shall
determine the validity or invalidity of any proxy submitted and reference by the
secretary in the minutes of the meeting to the regularity of a proxy shall be
received as prima facie evidence of the facts

                                       3



stated for the purpose of establishing the presence of a quorum at such meeting
and for all other purposes.

          Section 2.9 Presiding Officer. The Chairman of the Board of Directors,
or in his absence, the President shall serve as the chairman of every
shareholders' meeting unless some other person is elected to serve as chairman
by a majority vote of the shares represented at the meeting. The chairman shall
appoint such persons as he deems required to assist with the meeting.

          Section 2.10 Adjournments. When a quorum is once present to organize a
meeting, any meeting of the shareholders may be adjourned by the holders of a
majority of the voting shares represented at the meeting to reconvene at a
specific time and place notwithstanding the withdrawal of enough shareholders to
leave less than a quorum. It shall not be necessary to give any notice of the
reconvened meeting or of the business to be transacted if the time and place of
the reconvened meeting are announced at the meeting which was adjourned. At any
such reconvened meeting, any business may be transacted which could have been
transacted at the meeting which was adjourned.

          Section 2.11 Action of Shareholders Without a Meeting. Except as
limited by the Georgia Business Corporation Code or the Articles of
Incorporation, any action required by the Georgia Business Corporation Code to
be taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if written consent,
setting forth the action so taken, shall be signed by persons who would be
entitled to vote at a meeting those shares having voting power to cast not less
than the minimum number (or numbers, in the case of voting by classes) of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote were present and voted. Notice shall be given within
ten days of the taking of corporate action without a meeting by less than
unanimous written consent to those shareholders on the record date whose shares
were not represented on the written consent. Upon filing with the officer of the
corporation having custody of its books and records, such consent shall have the
same force and effect as a vote of the shareholders at a special meeting called
for the purpose of considering the action authorized.

                                  ARTICLE THREE

                               BOARD OF DIRECTORS

          Section 3.1 General Powers. The business and affairs of the
corporation shall be managed by the Board of Directors. In addition to the
powers and authority expressly conferred upon it by these bylaws, the Board of
Directors may exercise all such powers of the corporation and do all such lawful
acts and

                                       4



things as are not by law, by any legal agreement among shareholders, by the
articles of incorporation or by these bylaws directed or required to be
exercised or done by the shareholders.

          Section 3.2 Number, Election and Term of Office. The number of
directors of the corporation shall not be less than Georgia law permits, nor
more than fifteen (15), the precise number to be fixed by resolution of the
shareholders from time to time. Except as provided in Section 3.4, the directors
shall be elected by the affirmative vote of a majority of the shares represented
at the annual meeting of the shareholders. Each director, except in case of
death, resignation, retirement, disqualification, or removal, shall serve until
the next succeeding annual meeting and thereafter until his successor shall have
been elected and qualified.

          Section 3.3 Removal. The entire Board of Directors or any individual
director may be removed from office with or without cause by the affirmative
vote of the holders of a majority of the shares entitled to vote at an election
of directors. Removal action may be taken at any shareholders' meeting with
respect to which notice of such purpose has been given, and a removed director's
successor may be elected at the same meeting to serve the unexpired term.

          Section 3.4 Vacancies. A vacancy occurring in the Board of Directors,
except by reason of removal of a director, may be filled for the unexpired term,
and until the shareholders shall have elected a successor, by the affirmative
vote of a majority of the directors remaining in office though less than a
quorum of the Board of Directors.

          Section 3.5 Compensation. Directors may receive such compensation for
their services as directors as may from time to time be fixed by vote of the
Board of Directors or the shareholders. A director may also serve the
corporation in a capacity other than that of director and receive compensation,
as determined by the Board of Directors, for services rendered in such other
capacity.

          Section 3.6 Committees of the Board of Directors. The Board of
Directors by resolution adopted by a majority of the full Board of Directors may
designate from among its members an executive committee and one or more other
committees, each consisting of two or more directors. Except as prohibited by
law, each committee shall have the authority set forth in the resolution
establishing such committee.

                                  ARTICLE FOUR

                       MEETINGS OF THE BOARD OF DIRECTORS

                                       5



          Section 4.1 Regular Meetings. Regular meetings of the Board of
Directors shall be held immediately after the annual meeting of shareholders or
any meeting held in lieu thereof. In addition, the Board of Directors may
schedule other meetings to occur at regular intervals throughout the year.

          Section 4.2 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board of
Directors, or in his absence, by the President, or by any two directors in
office at that time.

          Section 4.3 Place of Meetings. Directors may hold their meetings at
any place within or without the State of Georgia as the Board of Directors may
from time to time establish for regular meetings or as set forth in the notice
of special meetings or, in the event of a meeting held pursuant to waiver of
notice, as set forth in the waiver.

          Section 4.4 Notice of Meetings. No notice shall be required for any
regularly scheduled meeting of the directors of the corporation. Unless waived
as contemplated in Section 5.2, the Chairman of the Board of Directors or the
Secretary of the corporation or any director thereof shall give notice to each
director of each special meeting stating the time, place and purposes of the
meeting. Such notice shall be given by mailing a notice of the meeting at least
five (5) days before the date of the meeting, or by telephone, telegram,
cablegram or personal delivery at least two (2) days before the date of the
meeting. Notice shall be deemed to have been given by telegram or cablegram at
the time notice is filed with the transmitting agency. Attendance by a director
at a meeting shall constitute waiver of notice of such meeting, except where a
director attends a meeting or the express purpose of objecting to the
transaction of business because the meeting is not lawfully called.

          Section 4.5 Quorum. At meetings of the Board of Directors, more than
one-half of the directors then in office shall be necessary to constitute a
quorum for the transaction of business. In no case shall less than one-third of
the total number of directors then in office nor less than two directors
constitute a quorum, except that when the Board of Directors consists of only
one director, then one director shall constitute a quorum.

          Section 4.6 Vote Required for Action. Except as otherwise provided in
these bylaws or by law, the act of a majority of the directors present at a
meeting at which a quorum is present at the time shall be the act of the Board
of Directors.

          Section 4.7 Participation by Conference -Telephone. Members of the
Board of Directors, or members of any committee designated by the Board of
Directors, may participate in a meeting of the Board or of such committee by
means of conference telephone or similar communications equipment through which
all

                                       6



persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.7 shall constitute presence in person at such
meeting.

          Section 4.8 Action by Directors Without a Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors or any action
which may be taken at a meeting of a committee of directors may be taken without
a meeting if a written consent thereto shall be signed by all the directors, or
all the members of the committee, as the case may be, and if such written
consent is filed with the minutes of the proceedings of the Board or the
committee. Such consent shall have the same force and effect as a unanimous vote
of the Board of Directors or the committee.

          Section 4.9 Adjournments. A meeting of the Board of Directors, whether
or not a quorum is present, may be adjourned by a majority of the directors
present to reconvene at a specific time and place. It shall not be necessary to
give notice of the reconvened meeting or of the business to be transacted, other
than by announcement at the meeting which was adjourned. At any such reconvened
meeting at which a quorum is present, any business may be transacted which could
have been transacted at the meeting which was adjourned.

                                  ARTICLE FIVE

                                NOTICE AND WAIVER

          Section 5.1 Procedure. Whenever these bylaws require notice to be
given to any shareholder or director, the notice shall be given as prescribed in
Sections 2.5 or 4.4 for any shareholder or director respectively. Whenever
notice is given to a shareholder or director by mail, the notice shall be sent
first class mail by depositing the same in a post office or letter box in a
postage prepaid sealed envelope addressed to the shareholder or director at his
address as it appears on the books of the corporation, and such notice shall be
deemed to have been given at the time the same is deposited in the United States
mail.

          Section 5.2 Waiver. Except as limited by the Georgia Business
Corporation Code, whenever any notice is required to be given to any shareholder
or director by law, by the articles of incorporation or by these bylaws, a
waiver thereof in writing signed by the director or shareholder entitled to such
notice or by the proxy of such shareholder, whether before or after the meeting
to which the waiver pertains, shall be deemed equivalent thereto.

                                       7



                                   ARTICLE SIX

                                    OFFICERS

          Section 6.1 Number. The executive officers of the corporation shall
consist of a Chairman of the Board of Directors, a President, one or more Vice
Presidents as determined or designated by the Board of Directors, a Secretary
and a Treasurer. The Board of Directors shall from time to time create and
establish the duties of such other officers and elect or provide for the
appointment of such other officers or assistant officers as it deems necessary
for the efficient management of the corporation, but the corporation shall not
be required to have at any time any officers other than a President, Secretary
and Treasurer. Any two or more offices may be held by the same person, except
the offices of President and Secretary.

          Section 6.2 Election and Term. All officers shall be elected by the
Board of Directors and shall serve at the will of the Board of Directors and
until their successors have been elected and have qualified or until their
earlier death, resignation, removal, retirement or disqualification.

          Section 6.3 Compensation. The compensation of all executive officers
of the corporation shall be fixed by the Board of Directors.

          Section 6.4 Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby.

          Section 6.5 Chairman of the Board. The Chairman of the Board of
Directors shall call meetings of the shareholders, the Board of Directors and
the Executive Committee to order and shall act as chairman of such meetings. The
Chairman of the Board shall perform such other duties as the directors may
direct from time to time.

          Section 6.6 President. The President shall be the chief executive
officer of the corporation and shall have general supervision of the business of
the corporation. He shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall perform such other duties
as may from time to time be delegated to him by the Board of Directors.

          Section 6.7 Vice Presidents. The Vice President shall, in the absence
or disability of the President, or at the direction of the President, perform
the duties and exercise the powers of the President. If the corporation has more
than one Vice President the one designated by the Board of Directors shall act
in lieu of the President. Vice Presidents shall perform whatever duties and have
whatever powers the Board of Directors may from time to time assign.

                                       8



          Section 6.8 Secretary. The Secretary shall keep accurate records of
the acts and proceedings of all meetings of shareholders, directors and
committees of directors. He shall have authority to give all notices required by
law or these bylaws. He shall be responsible for the custody of the corporate
books, records, contracts and other documents. The Secretary may affix the
corporate seal to any lawfully executed documents requiring it and shall sign
such instruments as may require his signature. The Secretary shall perform
whatever additional duties and have whatever additional powers the Board of
Directors may from time to time assign him.

          Section 6.9 Treasurer. The Treasurer shall be responsible for the
custody of all funds and securities belonging to the corporation and for the
receipt, deposit or disbursement of such funds and securities under the
direction of the Board of Directors. The Treasurer shall cause full and true
accounts of all receipts and disbursements to be maintained and shall make such
reports of the same to the Board of Directors and President upon request. The
Treasurer shall perform all duties as may be assigned to him from time to time
by the Board of Directors.

          Section 6.10 Assistant Secretary and Assistant Treasurer. The
Assistant Secretary and Assistant Treasurer shall, in the absence or disability
of the Secretary or the Treasurer, respectively, perform the duties and exercise
the powers of those offices, and they shall, in general, perform such other
duties as shall be assigned to them by the Board of Directors. Specifically, the
Assistant Secretary may affix the corporate seal to all necessary documents and
attest the signature of any officer of the corporation.

          Section 6.11 Bonds. The Board of Directors may by resolution require
any or all of the officers, agents or employees of the corporation to give bonds
to the corporation, with sufficient surety or sureties, conditioned on the
faithful performance of the duties of their respective offices or positions, and
to comply with such other conditions as may from time to time be required by the
Board of Directors.

          Section 6.12 Reimbursement of Officers. Any payments made to an
officer of the corporation such as salary, commission, bonus, interest or rent,
or entertainment expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer to the corporation to the full extent of such
disallowance. It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the officer, subject to
the determination of the Board of Directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
corporation has been recovered.

                                       9



                                  ARTICLE SEVEN

                                    DIVIDENDS

          Section 7.1 Time and Conditions of Declaration. Dividends upon the
outstanding shares of the corporation may be declared by the Board of Directors
at any regular or special meeting and paid in cash or property only out of the
unreserved and unrestricted earned surplus of the corporation, or out of the
unreserved and unrestricted net earnings of the current fiscal year, computed to
the date of declaration of the dividend, or the next preceding fiscal year.

          Section 7.2 Reserves. Before the payment of any dividend or the making
of any distribution of profit, there shall be set aside out of the earned
surplus or current net earnings of the corporation such sums as the Board of
Directors from time to time in its absolute discretion deems proper as a reserve
fund to meet contingencies, to pay and discharge indebtedness, or to fulfill
other purposes which the Board of Directors shall deem to be in the best
interest of the corporation.

          Section 7.3 Share Dividends-Treasury Shares. Dividends may be declared
by the Board of Directors and paid in the shares of the corporation out of any
treasury shares that have been reacquired out of the surplus of the corporation.

          Section 7.4 Share Dividends-Unissued Shares. Dividends may be declared
by the Board of Directors and paid in the authorized but unissued shares of the
corporation out of any unreserved and unrestricted surplus of the corporation;
provided that such shares shall be issued at not less than the par value
thereof, and there shall be transferred to stated capital at the time such
dividend is paid an amount of surplus at least equal to the aggregate par value
of the shares to be issued as a dividend.

          Section 7.5 Share Splits. A split or division of the issued shares of
any class into a greater number of shares of the same class without increasing
the stated capital of the corporation shall not be construed to be a share
dividend within the meaning of this Article.

                                  ARTICLE EIGHT

                                     SHARES

          Section 8.1 Authorization and Issuance of Shares. The par value and
the maximum number of shares of any class of the corporation which may be issued
and outstanding shall be set forth from time to time in the articles of
incorporation of the corporation. The Board of Directors may increase or
decrease the number of

                                       10



issued and outstanding shares of the corporation within the maximum authorized
by the articles of incorporation and the minimum requirements of the articles of
incorporation or Georgia law.

          Section 8.2 Share Certificates. The interest of each shareholder in
the corporation shall be evidenced by a certificate or certificates representing
shares of the corporation which shall be in such form as the Board of Directors
may from time to time adopt in accordance with Georgia law. Share certificates
shall be consecutively numbered, shall be in registered form, and shall indicate
the date of issue and all such information shall be entered on the corporation's
books. Each certificate shall be signed by the President or a Vice President and
the Secretary or an Assistant Secretary and shall be sealed with the seal of the
corporation or a facsimile thereof; provided, however, that where such
certificate is signed by a transfer agent, or registered by a registrar, the
signatures of such officers may be facsimiles. In case any officer or officers
who shall have signed or whose facsimile signatures shall have been placed upon
a share certificate shall have ceased for any reason to be such officer or
officers of the corporation before such certificate is issued, such certificate
may be issued by the corporation with the same effect as if the person or
persons who signed such certificate or whose facsimile signatures shall have
been used thereon had not ceased to be such officer or officers.

          Section 8.3 Rights of Corporation with Respect to Registered Owners.
Prior to due presentation for transfer of registration of its shares, the
corporation may treat the registered owner of the shares as the person
exclusively entitled to vote such shares, to receive any dividend or other
distribution with respect to such shares, and for all other purposes; and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.

          Section 8.4 Transfers of Shares. Transfers of shares shall be made
upon the transfer books of the corporation, kept at the office of the transfer
agent designated to transfer the shares, only upon direction of the person named
in the certificate, or by an attorney lawfully constituted in writing; and
before a new certificate is issued, the old certificate shall be surrendered for
cancellation or, in the case of a certificate alleged to have been lost, stolen,
or destroyed, the provisions of Section 8.6 of these bylaws shall have been
complied with.

          Section 8.5 Duty of Corporation to Register Transfer. Notwithstanding
any of the provisions of Section 8.4 of these bylaws, the corporation is under a
duty to register the transfer of its shares only if:

          (a)  the share certificate is endorsed by the appropriate person or
               persons; and

                                       11



          (b)  reasonable assurance is given that the endorsements are genuine
               and effective; and

          (c)  the corporation has no duty to inquire into adverse claims or has
               discharged any such duty; and

          (d)  any applicable law relating to the collection of taxes has been
               complied with; and

          (e)  the transfer is in fact rightful or is to be bona fide purchaser.

          Section 8.6 Lost, Stolen or Destroyed Certificates. Any person
claiming a share certificate to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires, give the
corporation a bond of indemnity in form and amount, and with one or more
sureties satisfactory to the Board of Directors, as the Board of Directors may
require, whereupon an appropriate new certificate may be issued in lieu of the
one alleged to have been lost, stolen or destroyed.

          Section 8.7 Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date, such date to be
not more than fifty (50) days (and, in the case of a shareholders' meeting, not
less than ten [10] days) prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.

          Section 8.8 Record Date if None Fixed. If no record date is fixed, as
provided in Section 8.7 of these bylaws, then the record date for any
determination of shareholders which may be proper or required by law shall be
the date on which notice is mailed, in the case of a shareholders' meeting; the
date on which the Board of Directors adopts a resolution declaring a dividend,
in the case of a payment of a dividend; and the date on which any other action,
the consummation of which requires a determination of shareholders, is to be
taken.

                                  ARTICLE NINE

                                 INDEMNIFICATION

          Section 9.1 Indemnification. Each person who is or was a director,
officer, employee or agent of the corporation, and each person who at its
request is serving or has served as a director, officer, employee or agent of
another

                                       12



corporation, partnership, joint venture, trust or other enterprise (hereinafter
referred to individually as the "Indemnitee") shall be indemnified by the
corporation to the full extent set forth in Sections 14-2-156(a) through (e) of
the Georgia Business Corporation Code against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding in which the Indemnitee may be involved by reason of his
being or having been a director, officer, employee or agent of the corporation
or of such other enterprise. Such indemnification shall be made only in
accordance with the laws of the State of Georgia and subject to the conditions
prescribed therein, including without limitation, any condition that the
Indemnitee have met applicable standards of conduct. The indemnification
provided by these bylaws shall not be deemed exclusive of any other rights, in
respect to indemnification or otherwise, to which those seeking indemnification
may be entitled under any bylaw or shareholder resolution meeting the
qualifications set forth in Section 14-2-156(f) of the Georgia Business
Corporation Code, and the indemnification provided for herein shall continue as
to the heirs, executors, and administrators of any Indemnitee. The corporation
may purchase and maintain insurance on behalf of any Indemnitee against any
liability asserted against him whether or not the corporation would have the
power to indemnify the Indemnitee against such liability under the laws of the
State of Georgia. If any expenses or other amounts are paid by way of
indemnification, other than by court order, by shareholder action, or by an
insurance carrier, the corporation shall provide notice of such payment to the
shareholders in accordance with the provisions of the laws of the State of
Georgia. For purposes of this Section, references to "the corporation" shall
include, in addition to the surviving or new corporation, any merging or
consolidating corporation (including any merging or consolidating corporation of
a merging or consolidating corporation) absorbed in a merger or consolidation so
that any person who is or was a director, officer, employee or agent of such
merging or consolidating corporation, or is or was serving at the request of
such merging or consolidating corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the same capacity.

                                   ARTICLE TEN

                                  MISCELLANEOUS

          Section 10.1 Inspection of Books and Records. The Board of Directors
shall have power to determine which accounts, books and records of the
corporation shall be opened to the inspection of shareholders, except such as
may by law be

                                       13



specifically open to inspection, and shall have power to fix reasonable rules
and regulations not in conflict with the applicable law for the inspection of
accounts, books and records which by law or by determination of the Board of
Directors shall be open to inspection.

          Section 10.2 Fiscal Year. The Board of Directors is authorized to fix
the fiscal year of the corporation and to change the same from time to time as
it deems appropriate.

          Section 10.3 Seal. The corporate seal shall be in such form as the
Board of Directors may from time to time determine.

          Section 10.4 Annual Statements. Not later than four (4) months after
the close of each fiscal year, and in any case prior to the next annual meeting
of shareholders, the corporation shall prepare (a) a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and (b) a profit and loss statement showing the results of its
operations during its fiscal year. Upon receipt of written request, the
corporation promptly shall mail to any shareholder of record a copy of the most
recent such balance sheet and profit and loss statement.

                                 ARTICLE ELEVEN

                                   AMENDMENTS

          Section 11.1 Power to Amend Bylaws. The Board of Directors shall have
power to alter, amend or repeal these bylaws or adopt new bylaws, but any bylaws
adopted by the Board of Directors may be altered, amended or repealed, and new
bylaws adopted, by the shareholders. The shareholders may prescribe that any
bylaw or bylaws adopted by them shall not be altered, amended or repealed by the
Board of Directors.

          Section 11.2 Conditions. Action taken by the shareholders with respect
to bylaws shall be taken by an affirmative vote of a majority of all shares
entitled to elect directors, and action by the Board of Directors with respect
to bylaws shall be taken by an affirmative vote of a majority of all directors
then holding office.

                                       14

EX-3.5A

                                                                    Exhibit 3.5a

                            ARTICLES OF ORGANIZATION
                                       OF
                          BERNEY OFFICE SOLUTIONS, LLC

          Pursuant to the Alabama Limited Liability Company Act (the "Act"), the
undersigned hereby adopts the following articles of organization.

                                    Article I

          The name of the limited liability company (the "Company") is "Berney
Office Solutions, LLC."

                                   Article II

          The purpose of the Company is to engage in any lawful act or activity
for which limited liability companies may be organized under the Act.

                                   Article III

          The street address of the registered office of the Company is 2000
Interstate Park Drive, Suite 204, Montgomery, Alabama 36109 and the name of the
registered agent of the Company at that office is the Corporate Company.

                                   Article IV

          The names of the initial member is Global Imaging Systems, Inc., and
its address is 3820 North Dale Boulevard, Suite 200A, Tampa, Florida 33624. The
name of the organizer of the Company is Christopher Hagan and his address is c/o
Hogan & Hartson L.L.P., 555 13/th/ St., N.W., Washington, D.C. 20004.

                                    Article V

          The names and addresses of the managers who are to serve until the
first annual meeting of members or until their successors are elected and
qualify are:

Name                              Address
- -------------------               --------------------------------
Thomas S. Johnson                 c/o Global Imaging Systems, Inc.
                                  3820 North Dale Boulevard
                                  Suite 200A
                                  Tampa, Florida 33624
Raymond Schilling                 c/o Global Imaging Systems, Inc.
                                  3820 North Dale Boulevard
                                  Suite 200A
                                  Tampa, Florida 33624

                                   Article VII

          The Company was converted from an Alabama corporation pursuant to
Section 10-15-3 of the Alabama Business Entities Conversion and Merger Act (the
"Conversion"). The former name of the converting entity was Berney, Inc. The
Conversion was approved pursuant



to Section 10-15-3 of the Alabama Business Entities Conversion and Merger Act by
written consent of the sole stockholder of Berney, Inc. on March 12, 2002.

                                  Article VIII

          These Articles of Organization, as well as the Conversion, shall be
effective on April 1, 2002.

                                   Article IX

            The address of the public office where these Articles of
Organization, as well as the Articles of Dissolution of Berney, Inc., are being
filed is the Judge of Probate, Montgomery County, P.O. Box 223, Montgomery,
Alabama, 36101-0223.



          IN WITNESS THEREOF, the undersigned sole member executed these
Articles of Organization on the date first set forth above.


                                        By:     /s/  Christopher J. Hagan
                                           -------------------------------------
                                                        Organizer


                 Signature Page to the Articles of organization
                         of Berney Officer Solution, LLC

EX-3.5B

                                                                    Exhibit 3.5b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          BERNEY OFFICE SOLUTIONS, LLC

                      AN ALABAMA LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          BERNEY OFFICE SOLUTIONS, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Berney
Office Solutions, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the Alabama
Limited Liability Company Act, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Global
Imaging Systems, Inc., a Delaware corporation ("Global"), and the administration
and termination of the Company shall be governed by the Agreement and the Act.
The Agreement shall be considered the "Limited Liability Company Agreement" of
the Company within the meaning of the Act. To the extent this Agreement is
inconsistent in any respect with the Act, this Agreement shall control.

          2.   Members. Global is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Berney Office Solutions,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Alabama shall be initially at
The Corporate Company, 2000 Interstate Park Drive, Suite 204 Montgomery,
Alabama, 36109, and shall thereafter be as the managers may designate from time
to time. The Company may have such other offices as the managers may designate
from time to time. The principal business and mailing address of the Company
shall be 209 Gunn Road, Montgomery, Alabama 36117.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Alabama and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name



and on behalf of the Company. Such delegation of authority shall not cause the
Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
two managers, but the authorized number of managers may be increased by manager
resolution. Managers need not be residents of the State of Alabama. Each manager
shall hold office for the full term for which such manager is elected, which
term shall be specified in the vote or resolution of the Member or, if not so
specified and in each case, until such manager's successor shall have been duly
elected and qualified or until his or her earlier death or resignation or
removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

               Thomas S. Johnson

               Raymond Schilling

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Alabama,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of Alabama, at
such hour and on such day as may be fixed by resolution of the managers, without
further notice of such meetings. The time or place of holding regular meetings
of the managers may be changed by the Chairman or the President of the Company
by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Alabama as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as

                                       2



otherwise provided by law or in this Agreement, all questions shall be decided
by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Alabama are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Alabama. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in which the Company has invested, and no Member or the Managers shall
have any obligation to offer any such business activity or venture to the
Company. Neither the Company nor the

                                       3



Member shall have any right, by virtue of this Agreement or the relationship
created hereunder, in such investments or to such other activities or ventures,
and such activities or ventures, even if the same are directly competitive with
the business of the Company, shall not be deemed wrongful or improper,
manifestly unreasonable or a breach of any duty imposed on the Member or the
Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses
incurred by the Managers in managing and conducting the business and affairs of
the Company, including, without limitation, (i) all costs and expenses incurred
in organizing the Company and in conducting any business activities of the
Company, (ii) telephone and other office expenses, (iii) travel expenses and
(iv) expenses incurred in providing or obtaining such other professional,
technical, administrative services and advice as the Managers may deem necessary
or desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital Contributions such Member has agreed to make to the
Company and such Member's share of the assets (including undistributed revenues)
of the Company; and in all events, a Member shall be

                                       4



liable and obligated to make payments of its Capital Contributions only as and
when such payments are due in accordance with the terms of this Agreement. No
Member shall be required to make any loans to the Company. The Company shall
indemnify and hold harmless a Member in the event a Member becomes liable,
notwithstanding the preceding sentence, for any debt, liability, contract or
other obligation of the Company except to the extent expressly provided in the
first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Alabama without regard to otherwise governing principles of conflicts of law.

                                       5



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                        MEMBER

                                        Global Imaging Systems, Inc.,
                                         a Delaware corporation


                                        By:      /s/  Thomas S. Johnson
                                            ------------------------------------
                                            Name: Thomas S. Johnson
                                            Title: President and CEO


                                        COMPANY

                                        Berney Office Solutions, LLC,
                                         an Alabama limited liability company


                                        By:      /s/  Raymond Schilling
                                            ------------------------------------
                                            Name:  Raymond Schilling
                                            Title: Vice President and Secretary



                                    EXHIBIT A
                                    ---------

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Berney, Inc.

                                        1

EX-3.7A

                                                                    Exhibit 3.7a

                      RESTATED CERTIFICATE OF ORGANIZATION

                                       OF

                          CAMERON OFFICE PRODUCTS, LLC

     Pursuant to the provisions of Section 19 of the Massachusetts Limited
Liability Company Act, M.G.L. c. 156C (the "Act"), the undersigned submits the
following Restated Certificate of Organization of Cameron Office Products, LLC.

     FIRST: Federal Employer Identification Number. The federal employer
identification number has been applied for.

     SECOND: Name of the Limited Liability Company. The name of the limited
liability company (the "Company") is CAMERON OFFICE PRODUCTS, LLC.

     THIRD: Date of Filing of the Original Certificate. The date of filing of
the original Certificate of Organization is March 11, 2002.

     FOURTH: Office of the Limited Liability Company & Agent for Service of
Process. The address of the registered office and the name and address of the
registered agent of the Company required to be maintained under Section 5 of the
Act are CT Corporation System, 101 Federal Street, Boston, Massachusetts 02110.

     FIFTH: Business of the Company. The Company is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Company are all things necessary in the manufacture, sale, lease, purchase and
repair of electronic office equipment as well as any and all support items to be
used with or in conjunction with business and/or office equipment machines of
every kind and nature; and all other purposes permitted by law (including the
issuance of guaranties).

     SIXTH: Date of Dissolution. The Company shall have no specific date of
dissolution.

     SEVENTH: Managers. The Managers of the Company are Thomas S. Johnson,
Raymond Schilling and Peter W. Dinan.

     EIGHTH: Execution of Documents (Secretary of the Commonwealth).
Christopher J. Hagan and the Managers are the only persons who are authorized to
execute any documents to be filed with the Secretary of the Commonwealth of
Massachusetts.

     NINTH: Execution of Recordable Instruments. The Managers are the only
persons who are authorized to execute, acknowledge, deliver and record any
recordable instrument purporting to affect an interest in real property, whether
to be recorded with a registry of deeds or a district office of the land court.



     TENTH: Amendments effected by this Restated Certificate of Organization.
There are no amendments to the Certificate of Organization of the Company,
effected by this Restated Certificate of Organization.

     IN WITNESS WHEREOF, the undersigned hereby affirms under the penalties of
perjury that the facts stated herein are true and hereby executes this Restated
Certificate of Organization in accordance with M.G.L. c. 156C Section 19, as of
the 15th day of May, 2003.


                                        By:     /s/  Raymond Schilling
                                           ------------------------------------
                                                   RAYMOND SCHILLING
                                                        MANAGER

                                        2

EX-3.7B

                                                                    Exhibit 3.7b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          CAMERON OFFICE PRODUCTS, LLC

                    A MASSACHUSETTS LIMITED LIABILITY COMPANY





                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          CAMERON OFFICE PRODUCTS, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Cameron
Office Products, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the
Massachusetts Limited Liability Company Act, as it may be amended from time to
time, and any successor to such statute (the "Act"). The rights and obligations
of Conway Office Products, Inc., a New Hampshire corporation ("Conway"), and the
administration and termination of the Company shall be governed by the Agreement
and the Act. The Agreement shall be considered the "Limited Liability Company
Agreement" of the Company within the meaning of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall
control.

          2.   Members. Conway is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Cameron Office Products,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Massachusetts shall be initially
at CT Corporation System, 101 Federal Street, Boston, Massachusetts, 02110, and
shall thereafter be as the managers may designate from time to time. The Company
may have such other offices as the managers may designate from time to time. The
principal business and mailing address of the Company shall be One Water Street,
Amesbury, Massachusetts 01913.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Massachusetts and shall continue in existence in perpetuity unless
its business and affairs are earlier wound up following dissolution at such time
as this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers

2



shall have the authority to act on behalf of, bind, and execute and deliver
documents in the name and on behalf of the Company. Such delegation of authority
shall not cause the Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The number of managers of the
Company shall be between one and three managers, but the authorized number of
managers may be increased by manager resolution. Managers need not be residents
of the State of Massachusetts. Each manager shall hold office for the full term
for which such manager is elected, which term shall be specified in the vote or
resolution of the Member or, if not so specified and in each case, until such
manager's successor shall have been duly elected and qualified or until his or
her earlier death or resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial manager shall be Raymond Schilling.
On April 2, 2002, the managers shall be as follows:

                          Thomas S. Johnson

                          Raymond Schilling

                          Peter W. Dinan

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of
Massachusetts, at whatever place is specified by the person or persons calling
the meeting. In the absence of a specific designation, the meetings shall be
held at the principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the
managers shall be held at such place or places within or without the State of
Massachusetts, at such hour and on such day as may be fixed by resolution of the
managers, without further notice of such meetings. The time or place of holding
regular meetings of the managers may be changed by the Chairman or the President
of the Company by giving written notice thereof as provided in Section 7(g)
hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Massachusetts as may be stated in the
notice of the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting

3



for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Massachusetts are amended
after the date of this Agreement to authorize action further eliminating or
limiting the personal liability of managers, then the liability of a manager of
the Company, in addition to the limitation on personal liability provided
herein, shall be limited to the full extent permitted by the amended laws of the
State of Massachusetts. Any repeal or modification of this Section 7(m) by the
Member shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a manager of the Company existing at the time of
such repeal or modification or thereafter arising as a result of acts or
omissions prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any

4



respect, the right of the Member or the Managers (or any person associated
with the Managers) to engage or invest, directly or indirectly, in any business
activity or venture of any nature or description, including those that may be
the same as or similar to the Company's business and in direct competition
therewith, or to invest in the same business activity or venture as those in
which the Company has invested, and no Member or the Managers shall have any
obligation to offer any such business activity or venture to the Company.
Neither the Company nor the Member shall have any right, by virtue of this
Agreement or the relationship created hereunder, in such investments or to such
other activities or ventures, and such activities or ventures, even if the same
are directly competitive with the business of the Company, shall not be deemed
wrongful or improper, manifestly unreasonable or a breach of any duty imposed on
the Member or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and

5



issued to such persons on such terms and conditions as the Member shall
determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital Contributions such Member has agreed to make to the
Company and such Member's share of the assets (including undistributed revenues)
of the Company; and in all events, a Member shall be liable and obligated to
make payments of its Capital Contributions only as and when such payments are
due in accordance with the terms of this Agreement. No Member shall be required
to make any loans to the Company. The Company shall indemnify and hold harmless
a Member in the event a Member becomes liable, notwithstanding the preceding
sentence, for any debt, liability, contract or other obligation of the Company
except to the extent expressly provided in the first sentence of this Section
13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

6



          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Massachusetts without regard to otherwise governing principles of conflicts of
law.



7



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                        MEMBER

                                        Conway Office Products, Inc.,
                                        a New Hampshire corporation


                                        By:      /s/  Thomas S. Johnson
                                           ------------------------------------
                                                Name: Thomas S. Johnson
                                                   Title: Chairman


                                        COMPANY

                                        Cameron Office Products, LLC,
                                        a Massachusetts limited liability
                                        company


                                        By:      /s/  Raymond Schilling
                                           ------------------------------------
                                                Name: Raymond Schilling
                                                 Title: Vice President



                                    EXHIBIT A
                                    ---------

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Cameron Office Products, Inc.

9

EX-3.8A

                                                                    Exhibit 3.8a

                            CERTIFICATE OF FORMATION

                                       OF

                          CAPITOL OFFICE SOLUTIONS, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of Delaware (particularly Chapter 18, Title 6 Section 18-201 of
the Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

     FIRST: The name of the limited liability company (hereinafter the "limited
liability company") is Capitol Office Solutions, LLC.

     SECOND: The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained under Section 18-104 of the Delaware Limited Liability Company Act
are The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD: This Certificate of Formation shall be effective as of April 1,
2002.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on March 20, 2002.

                                      By:       /s/  Christopher J. Hagan
                                         ---------------------------------------
                                                    Authorized Person

EX-3.8B

                                                                    Exhibit 3.8b

                      LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          CAPITOL OFFICE SOLUTIONS, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



                      LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          CAPITOL OFFICE SOLUTIONS, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Capitol
Office Solutions, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Global
Imaging Systems, Inc., a Delaware corporation ("Global"), and the administration
and termination of the Company shall be governed by the Agreement and the Act.
The Agreement shall be considered the "Limited Liability Company Agreement" of
the Company within the meaning of the Act. To the extent this Agreement is
inconsistent in any respect with the Act, this Agreement shall control.

          2.   Members. Global is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Capitol Office Solutions,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Delaware shall be initially at
The Corporate Trust Company, 1209 Orange Street, Wilmington, County of New
Castle, Delaware, 19801, and shall thereafter be as the managers may designate
from time to time. The Company may have such other offices as the managers may
designate from time to time. The principal business and mailing address of the
Company shall be 12301 Kiln Court, Beltsville, Maryland 20705.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name



and on behalf of the Company. Such delegation of authority shall not cause the
Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of Delaware.
Each manager shall hold office for the full term for which such manager is
elected, which term shall be specified in the vote or resolution of the Member
or, if not so specified and in each case, until such manager's successor shall
have been duly elected and qualified or until his or her earlier death or
resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

               Thomas S. Johnson

               Raymond Schilling

               Stephen Rolla

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Delaware,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of Delaware,
at such hour and on such day as may be fixed by resolution of the managers,
without further notice of such meetings. The time or place of holding regular
meetings of the managers may be changed by the Chairman or the President of the
Company by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Delaware as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as



otherwise provided by law or in this Agreement, all questions shall be decided
by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Delaware are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Delaware. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in which the Company has invested, and no Member or the Managers shall
have any obligation to offer any such business activity or venture to the
Company. Neither the Company nor the



Member shall have any right, by virtue of this Agreement or the relationship
created hereunder, in such investments or to such other activities or ventures,
and such activities or ventures, even if the same are directly competitive with
the business of the Company, shall not be deemed wrongful or improper,
manifestly unreasonable or a breach of any duty imposed on the Member or the
Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital Contributions such Member has agreed to make to the
Company and such Member's share of the assets (including undistributed revenues)
of the Company; and in all events, a Member shall be



liable and obligated to make payments of its Capital Contributions only as and
when such payments are due in accordance with the terms of this Agreement. No
Member shall be required to make any loans to the Company. The Company shall
indemnify and hold harmless a Member in the event a Member becomes liable,
notwithstanding the preceding sentence, for any debt, liability, contract or
other obligation of the Company except to the extent expressly provided in the
first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                      MEMBER

                                      Global Imaging Systems, Inc.,
                                      a Delaware corporation


                                      By:       /s/  Thomas S. Johnson
                                         ---------------------------------------
                                             Name:   Thomas S. Johnson
                                             Title:  President and CEO


                                      COMPANY

                                      Capitol Office Solutions, LLC,
                                      a Delaware limited liability company


                                      By:       /s/  Raymond Schilling
                                         ---------------------------------------
                                             Name: Raymond Schilling
                                             Title: Vice President, Secretary
                                                    and Treasurer



                                   EXHIBIT A
                                   ---------

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Capitol Office Solutions, Inc.



Amendment of the Operating Agreement dated May 15, 2003
- -------------------------------------------------------

     RESOLVED, that the Operating Agreement is hereby amended by deleting
Section 3 of the Operating Agreement in its entirety and is replaced with the
following:

                    "3.  Purpose. The Company is formed for the
               object and purpose of, and the nature of the
               business is, engaging in any lawful business or
               activity permitted to be engaged in by a limited
               liability company pursuant to the Act and engaging
               in any and all activities necessary, convenient,
               desirable or incident to the foregoing, including,
               without limitation, guaranteeing the obligations
               of the Member."

EX-3.9A

                                                                    Exhibit 3.9a

                          CERTIFICATE OF INCORPORATION

                                       of

                   CARR BUSINESS MACHINES OF GREAT NECK, INC.

          Pursuant to Section 402 of the Business Corporation Law

          I, the undersigned, for the purpose of forming a corporation pursuant
to Section 402 of the Business Corporation Law of the State of New York, do
hereby make, sign, acknowledge and file this Certificate for that purpose, as
follows:

          FIRST: The name of the proposed corporation is:

          CARR BUSINESS MACHINES OF GREAT NECK INC.

          SECOND: The purposes for which the said corporation is to be formed
are as follows:

          To take, purchase, exchange, hire, lease or otherwise acquire real
estate and property either improved or unimproved and any interest or right
therein, and to own, hold, control, maintain, manage or develop the same in any
State of the United States, or the District of Columbia.

          To purchase, exchange, hire or otherwise acquire such personal
property, chattels, rights, easements, permits, privileges and franchise as may
lawfully be purchased, exchanged, hired or acquired under the Business
Corporation Law of the State of New York.

          To erect, construct, maintain, improve, rebuild, enlarge, alter,
manage and control directly or through ownership of stock in any corporation,
any and all kinds of buildings, houses, hotels, stores, offices, warehouses,
mills, shops, factories, machinery and plants, and any and all structures and
erections which may at any time be necessary, useful or advantageous in the
judgment of the board of directors, for the purposes of the corporation, and
which can lawfully be done under the Business Corporation Law.

          To sell, manage, improve, develop, assign, transfer, convey, lease,
sublease, pledge or otherwise alienate or dispose of, and to mortgage, or
otherwise encumber the land, buildings, real property, chattels real and other
property of the




company, real and personal and wheresoever situate, and any and all legal and
equitable rights therein.

          To manufacture, produce and otherwise prepare and to buy and otherwise
acquire, sell, lease, import, export, trade and deal in, use, store, transport,
distribute and dispose of, deal in and with goods, wares, merchandise, products,
supplies, materials, and any and all commodities of whatsoever nature and
character.

          To buy, lease, or otherwise acquire the whole or any part of the
business, good-will and assets of any person, firm or corporation engaged in the
same or any similar business to that for which this corporation is organized.

          To acquire, purchase, hold and dispose of the stocks, bonds, and other
evidences of indebtedness of any corporation, domestic or foreign, and to
exercise all rights and privileges appertaining thereto.

          To borrow or raise money for any of its corporate purposes and to
issue its notes, drafts, bills of exchange, warrants, bonds, debentures, or
other securities therefor.

          To loan to any person, firm or corporation any of its surplus funds,
either with or without security.

          To purchase, hold, sell and transfer the share of its own capital
stock; provided it shall not use its funds for the purchase of its own shares of
capital stock when such use would cause any impairment of its capital, except as
otherwise permitted by law, and provided further that shares of its own capital
stock belonging to it shall not be voted upon directly or indirectly.

          To have one or more offices and to carry on and transact business in
any State, District or territory of the United States or in any foreign country.

          To buy, sell, manufacture, repair, and service, counting typewriting
and other office machines and supplies and parts therefor, and stationery and
office supplies, furniture, and other articles associated therewith, and any and
all other machinery, tools and equipment connected with such articles and
business, both wholesale and retail, domestic and foreign; to act as agent,
manufacturer's representative, sales representative therefor, and to establish
agencies for others in the buying and selling of said products, equipment,
supplies and items incidental thereto, including raw materials and finished
products, as freely as any natural person might or could do, anywhere.

          In general, to carry on any similar business and to have and exercise
all the powers conferred by the laws of New York upon corporations formed under

                                       -2-



the Act aforesaid, and to do any or all of the things herein set forth to the
same extent as natural persons might or could do.

          THIRD: The total number of shares that may be issued by the
corporation is 200 shares, all of which are to be without par value.

          FOURTH: The office of the corporation is to be located in the
incorporated area of Merrick, Town of Hempstead, County of Nassau and State of
New York.

          FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process in any action or proceeding against the
corporation may be served. The address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation,
which may be served upon him, is 275 West Sunrise Highway, Merrick, New York.

          SIXTH: The subscriber of the Certificate is of full age.

          SEVENTH: The accounting period for which the corporation intends to
establish for its first franchise tax report is calendar year ending March 31.

          EIGHTH: The corporation may issue and sell its shares without par
value for such consideration as, from time to time, may be fixed by the Board of
Directors.

          IN WITNESS WHEREOF, I have made, signed and acknowledged this
Certificate this 10th day of December, 1975.


                                           /s/ Clifford J. Schorer, Jr.   (L.S.)
                                        ----------------------------------
                                        CLIFFORD J. SCHORER, JR.
                                        275 West Sunrise Highway
                                        Merrick, New York

                                       -3-



STATE OF NEW YORK)
                 : SS.:
COUNTY OF NASSAU)

          On the 10th day of December, 1975, before me personally came CLIFFORD
J. SCHORER, JR., to me known to be the person described in and who executed the
foregoing Certificate of Incorporation, and that he thereupon duly acknowledged
to me that he executed the same.


                                                  /s/  William P. McHale
                                           -------------------------------------
                                                       Notary Public

                                             William P. McHale
                                             Notary Public, State of New York
                                             No. 30-7843415
                                             Qualified in Nassau County
                                             Commission Expires March 30, 1976



                                   CERTIFICATE

                                       OF

                          CARR BUSINESS MACHINES, INC.

          The undersigned, President and Secretary of CARR BUSINESS MACHINES,
INC., does hereby certify the following is a complete and true copy of the
resolution adopted at a meeting of the Board of Directors of said corporation,
duly called and held at 130 North Franklin Street, Hempstead, New York, on
November 3, 1975, at which a quorum was present; and that the said resolution
has not been rescinded or modified and is now in full force and effect, to wit:

          "RESOLVED: That the Board of Directors of CARR BUSINESS MACHINES, INC.
are of the opinion that the name CARR BUSINESS MACHINES OF GREAT NECK, INC. does
not so nearly resemble the corporate title of CARR BUSINESS MACHINES, INC. as to
tend to confuse or deceive within the meaning of Section 301 of the Business
Corporation Law of the State of New York; and further Resolved, that consent is
hereby given to the incorporation of a corporation under the corporate title of
CARR BUSINESS MACHINES OF GREAT NECK, INC."

          IN WITNESS WHEREOF, I have hereunto set the hand and seal of this
corporation this 19th day of December, 1975.


                                              /s/ Clifford J. Schorer, Jr.
                                           -------------------------------------
                                            Clifford J. Schorer, Jr., President
                                            and Secretary



STATE OF NEW YORK)
                 : SS.:
COUNTY OF NASSAU)

          On this 19th day of December, 1975, before me personally came CLIFFORD
J. SCHORER, JR., to me known, who, being by me duly sworn, did depose and say
that he resides at 16 Norton Place, Freeport, New York; that he is the President
and Secretary of CARR BUSINESS MACHINES, INC., the corporation described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation
and that he signed his name by like order and he did also acknowledge to me that
he executed the foregoing certificate.


                                                  /s/  William P. McHale
                                           -------------------------------------
                                                      Notary Public

                                             William P. McHale
                                             Notary Public, State of New York
                                             No. 30-7843415
                                             Qualified in Nassau County
                                             Commission Expires March 30, 1976




                            CERTIFICATE OF AMENDMENT

                       OF THE CERTIFICATE OF INCORPORATION

                                       OF

                          CARR BUSINESS MACHINES, INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                                     * * * *

1.   The name of the corporation is Carr Business Machines, Inc.

2.   The certificate of incorporation of said corporation was filed by the
     Department of State on the fifth day of January, 1976.

3.   (a)  The certificate of incorporation is amended to change the name of the
          corporation to:

                           CARR BUSINESS SYSTEMS, INC.

     (b)  To effect the foregoing, Article FIRST is amended to read as follows:
          The name of the proposed corporation is: CARR BUSINESS SYSTEMS, INC.

4.   The amendment(s) was authorized in the following manner: By Joint Unanimous
     Written Consent of the Board of Directors and the Sole Shareholder dated
     July 12, 2000.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                        Dated this 20th day of July, 2000


                                                   /s/ Paul A. Schulman
                                           -------------------------------------
                                                   By: Paul A. Schulman
                                                   Its President

EX-3.9B

                                                                    Exhibit 3.9b

                                     BY-LAWS

                                       OF

                    CARR BUSINESS MACHINES OF GREAT NECK INC.

                               ARTICLE I - OFFICES

     The principal office of the corporation shall be in the Town of Hempstead
County of Nassau State of New York. The corporation may also have offices at
such other places within or without the State of New York as the board may from
time to time determine or the business of the corporation may require.

                            ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the 15th day of
April at 10 A. M. in each year if not a legal holiday, and, if a legal holiday,
then on the next business day following at the same hour, when the shareholders
shall elect a board and transact such other business as may properly come before
the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the board shall
fix, in




advance, a date as the record date for any such determination of shareholders.
Such date shall not be more than fifty nor less than ten days before the date of
such meeting, nor more than fifty days prior to any other action. If no record
date is fixed it shall be determined in accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, with out
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.

                                      - 2 -



8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and need not be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be one.

                                      - 3 -



     When all of the shares are owned by less than three shareholders, the
number of directors may be less than three but not less than the number of
shareholders.

3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

                                      - 4 -



8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a) Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,

                                      - 5 -



each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be authorized. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

     (b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     (c) Any two or more offices may be held by the same person, except the
offices of president and secretary.

     (d) The salaries of all officers shall be fixed by the board.

     (e) The directors may require any officer to give security for the faithful
performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the

                                      - 6 -



management of the business of the corporation and shall see that all orders and
resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all the
powers and functions of the president. Each vice-president shall perform such
other duties as the board shall prescribe.

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

                                      - 7 -



     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as treasurer and
of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

     In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

                                      - 8 -



2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum and with such surety or sureties as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.

3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty-day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

                                      - 9 -



     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may deter mine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interests of the corporation, and the board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name. of
the corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of April in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all
amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

               AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

                                     - 10 -



     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by- law so
adopted, amended or repealed, together with a concise statement of the changes
made.

                                     - 11 -



AMENDMENT TO BYLAWS from Special Meeting of Carr Acquisition Corporation dated
September 16, 1998

"(4) Newco, as Shareholder of Carr, Amendments to Bylaws of Carr and Election of
     Directors of Carr

     RESOLVED, that immediately subsequent to the consummation of Newco's and
Global's acquisition of Carr Business Machines of Great Neck Inc. d/b/a Carr
Business Systems (the "Carr Acquisition"), the bylaws of Carr Business Machines
of Great Neck Inc. d/b/a Carr Business Systems (the "Carr Bylaws") shall be
amended as follows:

          Article III shall be amended by adding a new Paragraph 15 to the end
          of such Article III which reads as follows: "Any action that may be
          taken by vote of the directors may be taken without a meeting on
          written consent, setting forth the action so taken, signed by all of
          the directors. Any meeting may be held by telephone conference call."

          Paragraph 2 of Article III of the Carr Bylaws shall be amended to
          replace the first sentence with the following: "The number of
          directors shall be from one to ten in number, as determined by the
          shareholders of the corporation."

          Paragraph 11 (a) of Article III of the Carr Bylaws shall be amended by
          replacing the entire second sentence of such Paragraph 11 (a) with the
          following: "Special meetings of the board shall be held upon notice to
          the directors and may be called by the Chairman on 24 hours notice to
          each director, either personally or by mail, overnight courier or by
          facsimile. Any Meeting of the Board of Directors may be held by
          telephone conference call."

          Paragraph 12 of Article III of the Carr Bylaws shall be amended by
          replacing the entirety of such Paragraph 12 with the following: "At
          all meetings of the board, the Chairman, or in his absence, a chairman
          chosen by the board, shall preside."

          Paragraph 1(a) of Article IV of the Carr Bylaws shall be amended by
          replacing the entirety of the first sentence of such Paragraph 1(a)
          with the following: "Unless otherwise provided for in the certificate
          of incorporation, the board may elect or appoint a Chairman of the
          Board of Directors, the President, any number of Vice Presidents
          chosen by the board, the Treasurer, the Secretary and any number of
          Assistant Secretaries chosen by the board."

                                      - i -



          Paragraph 3 of Article IV of the Carr Bylaws shall be amended by
          replacing the title to read "Chairman and President" and by adding the
          following sentence to the beginning of such Paragraph 3: "The Chairman
          shall (when present) preside at all meetings of the Board of Directors
          and Shareholders; and shall ensure that all orders and resolutions of
          the Board of Directors and Shareholders are carried into effect. The
          Chairman may execute bonds, mortgages and other contracts, under the
          seal of the corporation, if required, except where required or
          permitted by law to be otherwise signed and executed and except where
          the signing and execution thereof shall be expressly delegated by the
          Board of Directors to some other officer or agent of the corporation."

          RESOLVED, that immediately subsequent to the consummation of the Carr
Acquisition, the size of Carr Business Machines of Great Neck Inc. d/b/a Carr
Business Systems' Board of Directors (the "Carr Board") shall be set at three
(3) members.

          FURTHER RESOLVED, that immediately subsequent to the Carr Acquisition,
(i) all of the directors of Carr Business Machines of Great Neck Inc. d/b/a Carr
Business Systems ("Carr") shall be removed, in accordance with the bylaws of
Carr, (ii) Thomas S. Johnson, William C. Kessinger and Paul A. Schulman shall be
appointed to fill the vacancies on the Carr Board created thereby and that they
shall each serve until such time as his successor is duly elected and qualified,
and (iii) Thomas S. Johnson shall be appointed as the Chairman of the Carr Board
to serve until such time as his successor is duly elected and qualified.

          FURTHER RESOLVED, that the shareholders agreement of the former
shareholders of Carr Business Machines of Great Neck Inc. is null and void and
that the existing directors of Carr are hereby removed and replaced by these
resolutions."

                                     - ii -

EX-3.10C

                                                                   Exhibit 3.10c

                         CENTRE BUSINESS PRODUCTS, INC.


                    AMENDMENT TO BYLAWS, DATED MARCH 8, 2000

     RESOLVED, that the following Amendment to the Bylaws hereby is authorized
and approved:

     Paragraph 1 of Article VIII of the Bylaws shall be amended by replacing the
     last sentence of such Paragraph 1 with the following: "They shall bear the
     corporate seal and shall be signed by (i) the President or any Vice
     President and (ii) the Secretary or any Assistant Secretary."


                    AMENDMENT TO BYLAWS, DATED JUNE 20, 2003

     RESOLVED, the second sentence of Article V, Section 4 of the Bylaws of the
Corporation is hereby amended and restated as follows:

     He, any Vice President or any other officer designated by the Board of
     Directors shall execute bonds, mortgages and other contracts requiring a
     seal, under the seal of the corporation

     RESOLVED FURTHER, Article XI, Section 1 of the Bylaws of the Corporation
are hereby amended to add the following provision at the end of such section:

     ; or by the vote of a majority of directors, at any regular or special
     meeting of the Board of Directors (or by written consent), duly convened at
     which a quorum is present.

EX-3.11A

             

                                                                                                   Exhibit 3.11a

                                                    JIM EDGAR
                                               Secretary of State
                                                State of Illinois

                                            ARTICLES OF INCORPORATION

Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned incorporator(s) hereby
adopt the following Articles of Incorporation.

ARTICLE ONE     The name of the corporation is                        COLUMN INC.
                                               (Shall contain the word "corporation", "company", "incorporated".

                ------------------------------------------------------------------------------------------------
                                             ("limited", or an abbreviation thereof).

ARTICLE TWO     The name and address of the initial registered agent and its registered office are:

                Registered Agent
                                  SAUL R. LEIBOWITZ
                                  First Name          Middle Name         Last Name

                Registered Office
                                  140 SOUTH DEARBORN STREET-SUITE 810
                                  Number              Street              Suite #
                                                                         (A.P.O. Box
                                                                          alone is not
                                                                          acceptable)

                                  CHICAGO, ILLINOIS 60603                 COOK
                                  City                Zip Code            County

ARTICLE THREE   The purpose or purposes for which the corporation is organized are:
                     If not sufficient space to cover this point, add one or more sheets of this size.

     TO BUY, SELL, LEASE, RENT, RESTORE AND OTHERWISE INVEST AND DEAL WITH REAL ESTATE, WHETHER RESIDENTIAL,
     INDUSTRIAL OR COMMERCIAL AND TO OWN OR ACQUIRE SUCH OTHER REAL OR PERSONAL PROPERTY AS MAY BE NECESSARY
     THERETO AND FOR SUCH OTHER BUSINESS PURPOSES AS ARE LAWFUL UNDER THE ILLINOIS BUSINESS CORPORATION ACT AND
     ITS AMENDMENTS.

ARTICLE FOUR    Paragraph 1: The authorized shares shall be:

                      Class                 *Par Value per share             Number of shares authorized.
                     ------                 --------------------             ----------------------------
                     COMMON                         NONE                                1,000
                ------------------------------------------------------------------------------------------------

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

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

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

                Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or
                relative rights in respect of the shares of each class are:

                     If not sufficient space to cover this point, add one or more sheets of this size.

                                                      None

ARTICLE FIVE    The number of shares to be issued initially, and the consideration to be received by the
                corporation therefor are:

                                       *Par Value          Number of shares              Consideration to be
                      Class            per share          proposed to be issued          received therefor.
                     ------            ----------        ----------------------         --------------------
                     COMMON              NONE                  1,000.00                      $1,000.00

                                                                                             $
                ------------------------------------------------------------------------------------------------
                                                                                             $
                ------------------------------------------------------------------------------------------------
                                                                                             $
                ------------------------------------------------------------------------------------------------
                                                                                   TOTAL     $1,000.00
                                                                                             -------------------

* A declaration as to a "par value" is optional. This space may be marked "n/a" when no reference to a par value
is desired.






             
ARTICLE SIX     OPTIONAL

                The number of directors constituting the initial board of directors of the corporation is two,
                and the names and addresses of the persons who are to serve as directors until the first annual
                meeting of shareholders or until their successors be elected and qualify are:

                                       Name                                 Residential Address
                                       ----                                 -------------------

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

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

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

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

ARTICLE SEVEN   OPTIONAL

                (a)  It is estimated that the value of all property to be owned by the corporation
                     for the following year wherever located will be:                                $
                                                                                                       ---------
                (b)  It is estimated that the value of the property to be located within the State
                     of Illinois during the following year will be:                                  $
                                                                                                       ---------
                (c)  It is estimated that the gross amount of business which will be transacted by
                     the corporation during the following year will be:                              $
                                                                                                       ---------
                (d)  It is estimated that the gross amount of business which will be transacted
                     from places of business in the State of Illinois during the following year
                     will be:                                                                        $
                                                                                                       ---------

ARTICLE EIGHT   OTHER PROVISIONS

                Attach a separate sheet of this size for any other provision to be included in the Articles of
                Incorporation, e.g., authorizing  preemptive rights; denying cumulative voting; regulating
                internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

                                       NAMES & ADDRESSES OF INCORPORATORS

     The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in
the foregoing Articles of Incorporation are true.

Dated FEBRUARY 16, 1990.

                   Signatures and Names                                    Post Office Address
                   --------------------                                    -------------------


1. /s/ Frank J. Gaspari                                 1. P.O. BOX 430
   ---------------------------------------                 Street
   Signature

   FRANK J. GASPARI                                        BERWYN, ILLINOIS  60402-0430
   Name (please print)                                     City/Town       State            Zip


2. /s/ Tim H. Yario                                     2. P.O. BOX 430
   ---------------------------------------                 Street
   Signature

   TIM H. YARIO                                            BERWYN, ILLINOIS  60402-0430
   Name (please print)                                     City/Town       State            Zip


3.
   ---------------------------------------                 ---------------------------------------
   Signature                                               Street

   ---------------------------------------                 ---------------------------------------
   Name (please print)                                     City/Town       State            Zip

(Signatures must be in ink on original document. Carbon copy, Xerox or rubber stamp signature may only be used
on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be
shown and the execution shall be by its President or Vice President and verified by him, and attested by its
Secretary or an Assistant Secretary.

                                                  Form BCA-2.10

                                     File No.
                                              --------------------

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

                                            ARTILES OF INCORPORATION

                                                  COLUMN, INC.

                                                  FEE SCHEDULE

.. The initial licence fee for a domestic corpoartion is computed at the rate of 1/20th of 1 percent (50(CENTS)
per $1,000) of the amount of stated capital and paid-in surplus, with a mininum of 50(CENTS).

.. The initial franchise tax is assessed at the rate of 1/10th of 1 percent ($1.00 per $1,000) of the stated
capital and paid-in surplus represented in this state, with a mininum of $25.00 and a maximum of $1,000,000.

.. The filing fee is $75.00.

The mininum total fee due (license fee + franchise tax + filing fees) where all the the property and business
is in Illinios, or where the corporation elects to pay on that basis is $100.50. If you would like the fees
computed for you, please call the Department of Business Services in Springfield.

                                                   RETURN TO

                                         Department of Business Sevices
                                              Corporation Division
                                               Secretary of State
                                           Springfield, Illinois 62756
                                            Telephone (217) 782-6961

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





                 
                                                                                                  File #
                                                                                           ---------------------

BCA-10.30 (Form Rev. Jun. 1986)                         JIM EDGAR                          This space for use by
                                                   Secretary of State                       Secretary of State
      Submit in Duplicate                          State of Illinois
                                                                                           Date 5-31-90
Remit payment in Check or Money
Order, payable to "Secretary of                  ARTICLES OF AMENDMENT                     License Fee   $
State."                                                                                    Franchise Tax $25
                                                                                           Filing Fee
      DO NOT SEND CASH!
                                                                                           Clerk MJ
                                                                                           ---------------------

Pursuant to the provisions of "The Business Corporation Act of 1983", the undersigned corporation hereby adopts
these Articles of Amendment to its Articles of Incorporation.

ARTICLE ONE         The name of the corporation is COLUMN INC.
                                                                                                        (Note 1)

ARTICLE TWO         The following amendment of the Articles of Incorporation was adopted on May 24, 1990 in the
                    manner indicated below. ("X" one box only.)

                    [ ]  By a majority of the incorporators, provided no directors were named in the articles
                         of incorporation and no directors have been elected, or by a majority of the board of
                         directors, in accordance with Section 10.10, the corporation having issued no shares as
                         of the time of adoption of this amendment.
                                                                                                        (Note 2)

                    [ ]  By a majority of the board of directors, in accordance with Section 10.15, shares
                         having been issued but shareholder action not being required for the adoption of the
                         amendment.
                                                                                                        (Note 3)

                    [X]  By the shareholders, in accordance with Section 10.20, a resolution of the board of
                         directors having been duly adopted and submitted to the shareholders. At a meeting of
                         shareholders, not less than the minimum number of votes required by statute and by the
                         articles of incorporation were voted in favor of the amendment.
                                                                                                        (Note 4)

                    [ ]  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the
                         board of directors having been duly adopted and submitted to the shareholders. A
                         consent in writing has been signed by shareholders having not less than the minimum
                         number of votes required by statute and by the articles of incorporation. Shareholders
                         who have not consented in writing have been given notice in accordance with Section
                         7.10.
                                                                                                        (Note 4)

                    [ ]  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the
                         board of directors having been duly adopted and submitted to the shareholders. A
                         consent in writing has been signed by all the shareholders entitled to vote on this
                         amendment.
                                                                                                        (Note 4)

                                               (INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to
change the corporate name is: RESOLVED, that the Articles of Incorporation be amended to read as follows:)

                    BE IT RESOLVED THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS: COLUMN
                    OFFICE EQUIPMENT, INC.

- ----------------------------------------------------------------------------------------------------------------
                                                   (NEW NAME)

                                 All changes other than name, include on page 2
                                                     (over)






                                                     Page 2
                                                   Resolution



                                     Page 3
             
ARTICLE THREE   The manner in which any exchange, reclassification or cancellation of issued shares, or a
                reduction of the number of authorized shares of any class below the number of issued shares of
                that class, provided for or effected by this amendment, is as follows (If not applicable,
                insert "No change")

                                                    NO CHANGE

ARTICLE FOUR    (a) The manner in which said amendment effects a change in the amount of paid-in capital
                (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total
                of these accounts) is as follows: (If not applicable, insert "No change")

                                                    NO CHANGE

                (b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in
                Surplus and is equal to the total of these accounts) as changed by this amendment is as
                follows: (If not applicable, insert "No change")

                                                    NO CHANGE

                                                                     Before Amendment          After Amendment

                                                   Paid-in Capital   $                         $
                                                                      ---------------           --------------

                       (Complete either Item 1 or 2 below)

(1) The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of
whom affirm, under penalties of perjury, that the facts stated herein are true.

Dated       MAY 24,  1990                                     COLUMN OFFICE EQUIPMENT, INC.
                                                              (Insert Name of Corporation)


attested by /s/ Tim H. Yario                                  by /s/ Frank J. Gaspari
            -----------------------------------------------      ----------------------------------------------
            (Signature of Secretary or Assistant Secretary)      (Signature of President or Vice President)

            TIM H. YARIO, SECRETARY                              FRANK J. GASPARI, PRES.
            (Type or Print Name and Title)                       (Type or Print Name and Title)

(2) If amendment is authorized by the incorporators, the incorporators must sign below.

                                                       OR

If amendment is authorized by the directors and there are no officers, then a majority of the directors or such
directors as may be designated by the board, must sign below.

The undersigned affirms, under penalties of perjury, that the facts stated herein are true.

      Dated                               , 19
            ------------------------------    ----

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

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

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

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





                                     Page 4

                             NOTES AND INSTRUCTIONS

       
NOTE 1:   State the true exact corporate name as it appears on the records of the office of the Secretary of
          State, BEFORE any amendments herein reported.

NOTE 2:   Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before
          any directors have been names or elected. ((S) 10.10)

NOTE 3:   Directors may adopt amendments without shareholder approval in only six instances, as follows:
          (a)  to remove the names and addresses of directors named in the articles of incorporation;
          (b)  to remove the name and address of the initial registered agency and registered office, provided a
               statement pursuant to (S) 5.10 is also filed;
          (c)  to split the issued whole shares and unissued authorized shares by multiplying them by a whole
               number, so long as no class or series is adversely affected thereby;
          (d)  to change the corporate name by substituting the word "corporation", "incorporated", "company",
               "limited", or the abbreviation "corp.", "inc.", "co", or "ltd" for a similar word or abbreviation
               in the name, or by adding a geographical attribution to the name;
          (e)  to reduce the authorized shares of any class pursuant to a cancellation statement filed in
               accordance with (S) 9.05.
          (f)  to restate the articles of incorporation as currently amended. ((S) 10.15)

NOTE 4:   All amendments not adopted under (S) 10.10 or (S) 10.15 require (1) that the board of directors adopt
          a resolution setting forth the proposed amendment and (2) that the shareholders approve the
          amendment.

          Shareholder approval may be (1) by vote at a shareholders' meeting (either annual or special) or (2)
          by consent, in writing, without a meeting.

          To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least
          2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then
          also at least a 2/3 vote within each class is required).

          The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or
          larger vote requirement not less than a majority of the outstanding shares entitled to vote and not
          less than a majority within each class when class voting applies. ((S) 10.20)

NOTE 5:   When shareholder approval is by written consent, all shareholders must be given notice of the proposed
          amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who
          have not signed the consent must be promptly notified of the passage of the amendment. ((S)(S) 7.10 &
          10.20)

                                                 Form BCA-10.30

                                          File No.
                                                  ---------------------

================================================================================================================
                                              ARTICLES OF AMENDMENT

                                                Filing Fee $25.00

                                        Filing Fee for Re-stated Articles
                                                     $100.00

                                                   RETURN TO:

                                         Department of Business Services
                                              Corporation Division
                                               Secretary of State
                                           Springfield, Illinois 62756
                                            Telephone (217) 782-6961

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





                                                                          
Form BCA-10.30                                 ARTICLES OF AMENDMENT
(Rev. Jan. 1999)                                                                        File # 5585-144-1
- ----------------------------------------------------------------------------------------------------------------
Jesse White                                            FILED
Secretary of State
Department of Business Services                     MAR 27, 2002                --------------------------------
Springfield, IL 62756                                                                This space for use by
Telephone (217) 782-1832                                                               Secretary of State
- -------------------------------------                                           --------------------------------
Remit payment in check or money                      JESSE WHITE                Date   3-27-02
order, payable to "Secretary of                  SECRETARY OF STATE
State."                                                                         Franchise Tax             $
                                                                                Filing Fee*               $25.00
The filing fee for restated articles                                            Penalty                   $
of amendment - $100.00
                                                                                Approved:                 KK
http://www.sos.state.il.us
- ----------------------------------------------------------------------------------------------------------------



  
1.   CORPORATE NAME: COLUMN OFFICE EQUIPMENT, INC.
                                                                                         (Note 1)

2.   MANNER OF ADOPTION OF AMENDMENT:

          The following amendment of the Articles of Incorporation was adopted on   March 12     2002  in the
                                                                                  (Month & Day) (Year)
          manner indicated below. ("X" one box only)

     [ ]  By a majority of the incorporators, provided no directors were named in the articles of incorporation
          and no directors have been elected;
                                                                                         (Note 2)

     [ ]  By a majority of the board of directors, in accordance with Section 10.10, the corporation having
          issued no shares as of the time of adoption of this amendment;
                                                                                         (Note 2)

     [ ]  By a majority of the board of directors, in accordance with Section 10.15, shares having been issued
          but shareholder action not being required for the adoption of the amendment;
                                                                                         (Note 3)

     [ ]  By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having
          been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the
          minimum number of votes required by statute and by the articles of incorporation were voted in favor
          of the amendment;
                                                                                         (Note 4)

     [ ]  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of
          directors having been duly adopted and submitted to the shareholders. A consent in writing has been
          signed by shareholders having not less than the minimum number of votes required by statute and by the
          articles of incorporation. Shareholders who have not consented in writing have been given notice in
          accordance with Section 7.10;
                                                                                         (Notes 4 & 5)

     [X]  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of
          directors having been duly adopted and submitted to the shareholders. A consent in writing has been
          signed by all the shareholders entitled to vote on this amendment;
                                                                                         (Note 5)

3.   TEXT OF AMENDMENT

     a.   When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other
          amendments.

          Article I: The name of the corporation is:

          ------------------------------------------------------------------------------------------------------
                                                   (NEW NAME)

                                 All changes other than name, include on page 2

                                                     (over)





       
                                                Text of Amendment

     b.   (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its
          entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

          RESOLVED, that Article Four, Paragraph 1 of the Articles of Incorporation be amended to read as
follows:

          The authorized shares of the corporation shall be:

          Class             Par Value               Number of Shares Authorized
          -----             ---------               ---------------------------
          Common            None                    2,000

          Upon filing of these Articles of Amendment, every eleven (11) shares of outstanding common stock shall
automatically and without need for any further action, be combined into one (1) share of common stock of the
corporation. No fraction of a share of common stock of the corporation shall be issued as a result of this stock
combination.





  
4.   The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of
     issued shares, or a reduction of the number of authorized shares of any class below the number of issued
     shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert
     "no change")

     As set forth in Article 3b to these Articles of Amendment, the corporation is increasing the number of
     authorized shares of its common stock to 2,000 authorized shares of common stock and combining the number
     of shares of its outstanding common stock by an 1:11 ratio, resulting in a total of 91 issued shares.

5.   (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of
     paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the
     total of these accounts) is as follows: (If not applicable, insert "No change")

     No change

     (b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-In Surplus
     and is equal to the total of these accounts) as changed by this amendment is as follows: (If not
     applicable, insert "No change")

                                                                   Before Amendment          After Amendment

                                         Paid-in Capital           $ No Change               $ No Change

                    (Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6.   The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of
     whom affirms, under penalties of perjury, that the facts stated herein are true.

     Dated March 26, 2002                                           Column Office Equipment, Inc.


     attested by  /s/ Chris Hagan                                   /s/ Frank Gaspari
                  -----------------------------------------------   --------------------------------------------
                  (Signature of Secretary or Assistant Secretary)   (Signature of President or Vice President)

                  Chris Hagan, Assistant Secretary                  Frank Gaspari, President
                        (Type or Print Name and Title)                     (Type or Print Name and Title)

7.   If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign
     below, and type or print name and title.

                                                       OR

     If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a
     majority of the directors or such directors as may be designated by the board, must sign below, and type or
     print name and title.

     The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

     Dated                      ,
           ---------------------  ------
              (Month & Day)       (Year)

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

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

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

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

EX-3.11B

                                                                  Exhibit 3.11 b

                                   BY-LAWS OF

                                  COLUMN, INC.

                               ARTICLE I - OFFICES

     The corporation shall have and continuously maintain in the State of
Illinois (a) a registered office which may be, but need not be, the same as its
place of business and (b) a registered agent either an individual resident in
Illinois, or a corporation authorized to transact business in Illinois. The
resident agent's office shall be identical with the registered office. The
corporation may have other offices within or without the State of Illinois.

                            ARTICLE II - SHAREHOLDERS

1. ANNUAL MEETING

     An annual meeting of the shareholder shall be held on the second Tuesday of
March in each year for the purpose of electing directors and for the transaction
of such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day.

2. SPECIAL MEETINGS

     Special meetings of the shareholders may be called by the president, by the
board of directors or by the holders of not less than one-fifth of all the
outstanding shares of the corporation. The purpose of the meeting shall be
stated in the call of the meeting.

3. PLACE OF MEETING

     Meetings of shareholders may be held at such place, either within or
without the State of Illinois, as the board of directors determines. If no
determination is made, the place of meeting shall be at the registered office of
the Corporation in this State.

4. QUORUM

     A majority of the outstanding shares entitled to vote on a matter
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders, but in no event shall a quorum consist of less than one-third of
the outstanding shares entitled so to vote. If less than a majority of the
outstanding shares is represented,




than a majority of the shares represented may adjourn the meeting at any time
without further notice. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on a
matter shall be the act of the shareholders, unless the vote of a greater number
or voting by classes is required by The Business Corporation Act, or the
articles of incorporation or these by-laws. Withdrawal of shareholders from a
meeting shall not cause failure of a quorum at the meeting.

5. VOTING OF SHARES

     Each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.

     Shares of its own stock belonging to the corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     A shareholder may vote or express consent to corporate action either in
person or by proxy executed in writing by the shareholder or by the
shareholder's duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     In all elections for directors every shareholder shall have the right to
vote, in person or by proxy, for the number of shares owned for as many persons
as there are directors to be elected, or to cumulate said shares, and give one
candidate as many votes as the number of directors multiplied by the number of
shares shall equal, or to distribute them on the same principle among as many
candidates as the shareholder chooses.

     Voting shall be by ballot on order of the presiding officer or demand by
any shareholder. Otherwise, a voice vote shall be taken.

6. INFORMAL ACTION BY SHAREHOLDERS

     Any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken
shall be signed the holders of the number of shares required for action on the
subject matter thereof.

                                        2



                        ARTICLE III - BOARD OF DIRECTORS

1. GENERAL POWERS

     The business and affairs of the corporation shall be managed by or under
the direction of its board of directors. The directors shall in all cases act as
a board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as they may deem proper, not
inconsistent with these by-laws and the laws of the State of Illinois.

2. NUMBER, TENURE AND QUALIFICATIONS

     The number of directors of the corporation shall be two. Each director
shall hold office until the next annual meeting of shareholders and until a
successor shall have been elected and qualified. Directors need not be residents
of Illinois or shareholders of the corporation. The number of directors may be
increased or decreased from time to time by amendment to the by-laws. A decrease
in the number of directors may not shorten the term of any director in office.

3. REGULAR MEETINGS

     A regular meeting of the board of directors, shall be held without other
notice than this by-law immediately after, and at the same place as, the annual
meeting of shareholders. The board of directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution.

4. SPECIAL MEETINGS

     Special meetings of the board of directors may be called by or at the
request of the president or any two directors. The person or persons authorized
to call special meetings of the directors may fix the place for holding any
special meeting of the directors called by them.

5. DIRECTOR PARTICIPATION IN MEETING BY TELECOMMUNICATIONS

     A director may participate in a meeting of the board of directors by means
of conference telephone or similar communications equipment enabling all
directors participating in the meeting to hear one another, and participation in
a meeting pursuant to this section shall constitute presence in person at such
meeting.

6. NOTICE

     Notice of any special meeting shall be given at least        days
                                                           ------
previously thereto by written notice delivered personally, or by telegram,
mailgram or mailed

                                        3



to each director at the director's business address. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, or
mailgram such notice shall be deemed to be delivered when the telegram or
mailgram is delivered to the telegraph company. The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

7. QUORUM

     At any meeting of the directors a majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business. If
less than a majority of the directors is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

8. MANNER OF ACTING

     The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors, unless a greater
number is required by law, the articles of incorporation or these by-laws.

9. REMOVAL OF DIRECTORS

     One or more of the directors may be removed, with or without cause at a
meeting of shareholders by the affirmative vote of the holders of a majority of
the outstanding shares then entitled to vote at an election of directors, except
as follows:

          (1) No director shall be removed at meeting of shareholders unless the
notice of such meeting shall state that a purpose of the meeting is to vote upon
the removal of one or more directors named in the notice. Only the named
director or directors may be removed at such meeting.

          (2) In the case where the corporation shall have cumulative voting, if
less than the entire board is to be removed, no director may be removed, with or
without cause, if the votes cast against his or her removal would be sufficient
to elect him or her if then cumulatively voted at an election of the entire
board of directors.

          (3) If a director is elected by a class or series of shares, he or she
may be removed only by the shareholders of that class or series.

                                        4



10. RESIGNATION

     A director may resign at any time by giving written notice to the board of
directors, its chairman, or to the president or the secretary of the
corporation. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the board or such officer, and the
acceptance of the resignation shall not be necessary to make it effective.

11. PRESUMPTION OF ASSENT

     A director of the corporation who is present at a meeting of the board of
directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (1) the director's dissent is entered
in the minutes of the meeting, (2) a written dissent to such action is filed
with the person acting as the secretary of the meeting before the adjournment
thereof or (3) written dissent is forwarded by registered mail to the secretary
of the corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.

12. COMMITTEES

     A majority of the directors may create one or more committees and appoint
members of the board to serve on the committee or committees. Each committee
shall have two or more members, who serve at the pleasure of the board.

     Unless the appointment by the board of directors requires a greater number,
a majority of any committee shall constitute a quorum and a majority of a quorum
is necessary for committee action. A committee may act by unanimous consent in
writing without a meeting and, subject to the provisions of the by-laws or
action by the board of directors, the committee by majority vote of its members
shall determine the time and place of meetings and the notice required therefor.

     To the extent specified by the board of directors, each committee may
exercise the authority of the board of directors to the extent permitted by law.

13. INFORMAL ACTION BY DIRECTOR

     Unless specifically prohibited by the articles of incorporation or these
by-laws, any action required to be taken at a meeting of the board of directors
of the corporation, or any other action which may be taken at a meeting of the
board of directors or a committee thereof, may be taken without a meeting if a
consent in writing, setting forth the action so taken shall be signed by all of
the directors entitled to vote with respect to the subject matter thereof, or by
all the members of such committee, as the case may be. Any such consent signed
by all the directors or all the members of the executive committee shall have
the same effect as a

                                        5



unanimous vote, and may be stated as such in any document filed with the
Secretary of State or elsewhere.

                              ARTICLE IV - OFFICERS

1. ADDITIONAL OFFICERS

     In addition to the president, secretary, treasurer and any other officers
required by law, the corporation may have one or more vice presidents elected by
the board of directors, one of whom may be designated as executive vice
president. The corporation may also have such other or assistant officers as may
be elected by, or appointed in a manner prescribed by, the board of directors.

2. SENIORITY

     The executive vice president, if there is one, shall be deemed senior to
all other vice presidents. Unless otherwise determined by, or under rules
prescribed by, the board of directors, seniority of any officer shall be
determined by length of continuous service in that office.

3. CONTINUATION IN OFFICE

     Unless otherwise provided by the board of directors, every officer shall
serve until death, incapacity, resignation or removal by the board of directors.
Any resignation or removal shall be without prejudice to any contractual rights
of the corporation or the officer.

4. DUTIES IN GENERAL

     Subject to these by-laws, the authority and duties of all officers shall be
determined by, or in the manner prescribed by, the board of directors. Except as
may be specifically restricted by the board of directors, any officer may
delegate any of his or her authority and duties to any subordinate officer.

5. DUTIES OF PRESIDENT

     The president shall be the principal executive officer of the corporation
and, subject to the control of the board of directors, shall in general
supervise and control all of the business and affairs of the corporation. The
president may sign, with the secretary or any other proper officer of the
corporation authorized by the board of directors, contracts, or other
instruments that the board of directors has authorized to be executed, except in
cases where the signing and execution shall be expressly delegated by the board
of directors or by these by-laws to some other officer or agent of the
corporation or shall be required by law to be otherwise signed or executed,

                                       6



and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the board of directors from time to
time.

6. DUTIES OF VICE-PRESIDENT

     In the absence or incapacity of the president, the senior vice president
shall perform the duties of the president and when so acting shall have all the
powers of and be subject to all the restrictions upon the president. Each vice
president shall perform any other duties as my be assigned by the president or
by the board of directors.

7. DUTIES OF SECRETARY

     The secretary shall keep the minutes of the shareholders' and the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
otherwise required, be custodian of the corporate records and of the seal of the
corporation, keep a register of the post office addresses of each shareholder,
have general charge of the share transfer books of the corporation, and in
general perform all duties incident to the office of secretary and other duties
as may be assigned by the president or by the board of directors.

8. DUTIES OF TREASURER

     If required by the board of directors, the treasurer shall give a bond for
the faithful discharge of his or her duties in a sum and with any surety or
sureties as the board of directors shall determine. The treasurer shall have
charge and custody of and be responsible for all funds and securities of the
corporation, receive and give receipts for monies due and payable to the
corporation from any source whatsoever, and deposit all such monies in the name
of the corporation in the banks, trust companies or other depositories as shall
be selected in accordance with these by-laws, and in general perform all the
duties incident to the office of treasurer and such other duties as may be
assigned by the president or the board of directors.

             ARTICLE V - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1. FORM OF CERTIFICATES

     Certificates representing shares shall be in the form determined by the
board of directors. All certificates issued shall be consecutively numbered or
otherwise appropriately identified.

                                        7



2. SHARE TRANSFER LEDGER

     There shall be kept a share transfer ledger in which shall be entered full
and accurate records including the names and addresses of all shareholders, the
number of shares issued to each shareholder and the dates of issuance. All
transfers of shares shall be promptly reflected in the share transfer ledger.
Unless otherwise directed by the board of directors, the share transfer ledger
shall be kept at the principal office of the corporation.

3. TRANSFER OF SHARES

     Upon (a) receipt of the certificate representing the shares to be
transferred, either duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, (b) payment of any required
transfer taxes, and (c) payment of any reasonable charge the board of directors
may have established, the surrendered certificate shall be cancelled and a new
certificate or certificates shall be issued to the person(s) entitled to it.

4. REPLACEMENT CERTIFICATES

     Replacement certificates will be issued at the request of the shareholder
upon payment of any reasonable charge the board of directors may have
established. In case of a lost, mislaid, destroyed or mutilated certificate,
proof of the facts, by affidavit or otherwise, may also be required, as may be a
bond or other proper indemnification for the corporation and its agents.

5. RECORD OWNER TO BE TREATED AS OWNER

     Unless otherwise directed by a court of competent jurisdiction, the
corporation shall treat the holder of record of any share as the holder in fact
and accordingly shall not recognize any equitable or other claim to or interest
in the shares on the part of any other persons, whether or not it shall have
express or other notice of it.

                             ARTICLE VI - AMENDMENTS

     Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the articles of incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors, but no by-law adopted by the shareholders may be altered,
amended or repealed by the board of directors if the by-laws so provide. The
by-laws may contain any provisions for the regulation and management of the
affairs of the corporation not inconsistent with law or the articles of
incorporation.

                                        8



                         ARTICLE VII - CLOSE CORPORATION

     If the corporation is organized under or elected to be subject to The Close
Corporation Act and the articles of incorporation or a written agreement between
all the shareholders provide that the business of the corporation shall be
managed by the shareholders of the corporation rather than by a board of
directors,

     (1)  No meeting of shareholders need be called to elect directors, and

     (2)  Unless the context clearly requires otherwise the shareholders of the
          corporation shall be deemed to be directors for purposes of applying
          the provisions of these by-laws.

                                        9




                                         COLUMN OFFICE EQUIPMENT BYLAW AMENDMENT
                                                               NOVEMBER 30, 1999

     Global, as Shareholder of Column, Amendments to Bylaws of Column and
     Election of Directors of Column

     RESOLVED, that immediately subsequent to the consummation of Global's
acquisition of Column (the "Column Acquisition"), the bylaws of Column (the
"Column Bylaws") shall be amended as follows:

          Section 6 of Article II of the Column Bylaws shall be amended to add
          the following sentence to the end of such section. "Any such consent
          signed by all the shareholders shall have the same effect as a
          unanimous vote at a meeting of the shareholders and may be stated as
          such in any document filed with the Secretary of State or any other
          person."

          Section 2 of Article III of the Column Bylaws shall be amended to
          replace the first sentence with the following: "The number of
          directors of the corporation shall be from one to ten in number, as
          determined by the shareholders of the corporation."

          Section 2 of Article III of the Column Bylaws shall be amended to add
          the following sentence to the end of such section: "At all meetings of
          the board, the Chairman, or in his absence, a chairman chosen by the
          board, shall preside."

          Section 1 of Article IV of the Column Bylaws shall be amended by
          replacing such the entirety of Section 1 (including the heading) with
          the following: "SECTION 1. OFFICES. The officers of the corporation
          shall include a Chairman, a President, a Treasurer and a Secretary and
          may include one or more Vice Presidents, Assistant Treasurers and
          Assistant Secretaries as may be appointed from time to time by the
          Board of Directors."

          Section 9 of Article IV of the Column Bylaws shall be amended to add
          the following section: "DUTIES OF CHAIRMAN. The Chairman shall (when
          present) preside at all meetings of the Board of Directors and
          shareholders; and shall ensure that all orders and resolutions of the
          Board of Directors and shareholders are carried into effect. The
          Chairman may execute bonds, mortgages and other contracts, under the
          seal of the corporation, if required, except where required or



          permitted by law to be otherwise signed and executed and except where
          the signing and execution thereof shall be expressly delegated by the
          Board of Directors to some other officer or agent of the corporation."

     RESOLVED, that immediately subsequent to the consummation of the Column
Acquisition, the size of Column's Board of Directors (the "Column Board") shall
be set at three (3) members.

     FURTHER RESOLVED, that immediately subsequent to the Column Acquisition,
(i) all of the directors of Column shall be removed, in accordance with the
bylaws of Column, (ii) Thomas S. Johnson, Raymond Schilling and Frank J. Gaspari
shall be appointed to fill the vacancies on the Column Board created thereby and
that they shall each serve until such time as his successor is duly elected and
qualified, and (iii) Thomas S. Johnson shall be appointed as the Chairman of the
Column Board to serve until such time as his successor is duly elected and
qualified.

                                        2

EX-3.12A

                                                                   Exhibit 3.12a

                            ARTICLES OF INCORPORATION

     These Articles of Incorporation are signed and acknowledged by the
incorporators for the purpose of forming a corporation for profit under the
provisions of Act No. 827 of the Public Acts of 1931, as amended, as follows:

                                   ARTICLE I.

     The name of the corporation is COMMERCIAL EQUIPMENT COMPANY

                                   ARTICLE II.

     The purpose or purposes for which the corporation is formed are as follows:

               To sell at wholesale and retail any and all forms of office
          equipment and supplies of any kind or character whatsoever and service
          on such office equipment and supplies to any extent required.

In general to carry on any business in connection therewith and incident thereto
not forbidden by the laws of the State of Michigan and with all the powers
conferred upon corporations by the laws of the State of Michigan.

                                  ARTICLE III.

     Location of the first registered office is:

          1316    Burton, S.E.   Grand Rapids      7       Kent,    Michigan.
          (No.)    (Street)         (City)      (Zone)   (County)

     Post office address of the first registered office is:

                1316 Burton, S.E.         Grand Rapids      7,    Michigan.
          (No. and Street or P. O. Box)      (City)      (Zone)




                                   ARTICLE IV.

FORM 1

             The name of the first resident agent is Robert H. Chase
                                                     ---------------

                                   ARTICLE V.

                      The total authorized capital stock is

                                                
     (1)  Preferred shs. None                      Par Value $                      per share
                         ---------------------                ---------------------
          Common shs.    5000                      Par Value $ 10.00
                         ---------------------                ---------------------
                                                   Book Value $                     per share
                                                               --------------------
                     Preferred None                Price fixed for sale $
                               ----                                      ----------
and/or shs. of (2)   Common    None no par value
                               ----
                                                   Book Value $                     per share
                                                               --------------------
                                                   Price fixed for sale $
                                                                         ----------



     (3) A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:

               All common shares shall have one vote each for all purposes and
               ---------------------------------------------------------------
          shall have equal rights to dividends and in liquidation.
          --------------------------------------------------------

                                   ARTICLE VI.

     The names and places of residence or business of each of the incorporators
and the number and class of shares subscribed for by each are as follows:
(Statute requires one or more incorporators)
================================================================================
                                                              Number of Shares
                          Residence or Business Address          Par Stock
Name   (No.)   (Street)       (City)        (State)                Common
- --------------------------------------------------------------------------------
William S. Reed, 1316 Burton, S.E., Grand Rapids, Mich.              70
Robert H. Chase, 1316 Burton, S.E., Grand Rapids, Mich.              70
Elmer E. Locke, Jr., 1316 Burton, S.E., Grand Rapids, Mich.          60



                                  ARTICLE VII.

          The names and addresses of the first board of directors are as
follows:

          (Statute requires at least three directors)

================================================================================
                                             Residence or Business Address
      Name                     (No.)     (Street)        (City)         (State)
- --------------------------------------------------------------------------------
William S. Reed           1316 Burton, S.E.           Grand Rapids     Michigan
Robert H. Chase           1316 Burton, S.E.           Grand Rapids     Michigan
Elmer E. Locke, Jr.       1316 Burton, S.E.           Grand Rapids     Michigan

                                  ARTICLE VIII.

          The term of the corporate existence is thirty years.

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

          We, the incorporators, sign our names this 1st day of October, 1957.
                                                     ---        -------     -

   (All parties appearing under Article VI are required to sign in this space)


                                                /s/ William S. Reed
                                                --------------------------------


                                                /s/ Robert H. Chase
                                                --------------------------------


                                                /s/ Elmer E. Locke, Jr.
                                                --------------------------------



                                 
STATE OF MICHIGAN              )    (One or more of the parties signing must acknowledge
                  -------------)ss.                   before the Notary)
COUNTY OF Kent                 )
          ---------------------)



     On this 1st day of October, 1957, before me personally appeared William S.
             ---        -------     -                                ----------
Reed, Robert H. Chase and Elmer E. Locke, Jr., to me known to be the persons
- ---------------------------------------------
described in and who executed the foregoing instrument, and acknowledged that
they executed the same as their free act and deed.


                   /s/ Evelyn E. Silverman
                   -------------------------------------------------------------
                   (Signature of Notary)
                   Notary Public for Kent County,
                                     ----
                   State of Michigan.

                   My commission expires January 24, 1960
                                         ----------------
                   (Notarial seal required if acknowledgment taken out of State)



          Form 1 -

                                    ORIGINAL

                       (CORPORATION FOR PECUNIARY PROFIT)

                            ARTICLES OF INCORPORATION

                                       OF

                          COMMERCIAL EQUIPMENT COMPANY
                       ----------------------------------

                      (Please type or print corporate name)

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

                Under Art No. 327, Public Acts, 1931, as amended.

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

               (This blank prepared by Michigan Corporation and Securities
          Commission.)

                       MAIL THREE SIGNED AND ACKNOWLEDGED
                                   COPIES TO:

                  Michigan Corporation & Securities Commission

                 P. O. Box 693              Lansing 4, Michigan



C-2016 (Rev. 11-69)             STATE OF MICHIGAN
(formerly Form 16)       MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                               LANSING, MICHIGAN



- ----------------------------------------------------------------------------------
                                  DO NOT WRITE IN SPACE BELOW.  FOR DEPARTMENT USE
- ----------------------------------------------------------------------------------
                                                          
               NOTE               Date Received
- --------------------------------------------------------------
Mail ONE signed and acknowledged
copy to:                                  AUG 22 1972
                                  ----------------------------
 Michigan Department of Treasury
      Corporation Division
         P.O. Drawer C
    Lansing, Michigan 48904       ----------------------------
       Filing Fee $5.00
     (Make fee payable to
       State of Michigan)         ----------------------------

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


                         CERTIFICATE OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION

                          COMMERCIAL EQUIPMENT COMPANY
                                (Corporate Name)

a Michigan corporation, whose registered office is located at
2225 Oak Industrial Drive, N.E. Grant Rapids, Kent Michigan 49505 certifies
(No.)      (Street)             (City)      (County)     (Zip Code)
pursuant to the provisions of Section 43 of Act No. 327 of the Public Acts of
1931, as amended, that at a meeting of the Shareholders of said corporation
called for the purpose of amending the articles of incorporation, and held on
the 10th day of March 1972 it was resolved by the vote of the holders of
two-thirds of the shares of each class entitled to vote and by two-thirds of the
shares of each class whose rights, privileges or preferences are changed, that
Article No. V. of the Articles of Incorporation is amended to read as follows,
viz.

                                   ARTICLE V.
    (Any article being amended is required to be set forth in its entirety.)

The total authorized capital stock is:

     (1)  Preferred shares - none     Par value -  Not applicable
          Common shares    - 50,000   Par value -  $1.00

     and/or shares of (2)
          Preferred shares - none     No par value
          Common shares    - none     No par value



(3) A statement of all or any of the designations and the powers preferences and
- -------------------------------------------------------------------------------
rights, and the qualifications; limitations or restrictions thereof is as
- -------------------------------------------------------------------------
follows:
- --------

     All common shares shall have one vote each for all purposes and shall have
     --------------------------------------------------------------------------
     equal rights to dividend and in liquidation.
     --------------------------------------------

NOTE: Sec. 43, amended by Act 155. P.A. 1953, provides:

     "...That any amendment which impairs the preemptive right of the holders of
     shares of any class of capital stock entitled to such right shall be
     approved by the vote of the holders of 2/3 of the shares of each such
     class...."

Signed on 22nd of June, 1972.
          ------------    --

     Affix Corporate Seal Here                COMMERCIAL EQUIPMENT COMPANY
                                         ---------------------------------------
                                                    (Corporate Name)

            COMMERCIAL
             EQUIPMENT                By          /s/ William S. Reed
             COMPANY                     ---------------------------------------
                                                       (President)

                                         William S. Reed


                                               /s/ Norman F. Patrick, Jr.
                                         ---------------------------------------
                                           (Secretary or Assistant Secretary)

                                         Norman F. Patrick, Jr.

STATE OF MICHIGAN         )
                          ) ss
COUNTY OF Kent            )
          ---------------

     On this 22nd day of June, 1972, before me appeared
             ----        ----    --

                                 William S. Reed
                      -------------------------------------
                      (Name of President or Vice President)

to me personally known, who, being by me duly sworn, did say that he is the
president or vice-president of COMMERCIAL EQUIPMENT COMPANY,
                               ----------------------------
                                      (Corporate Name)
which executed the foregoing instrument, and that *[the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instrument
was signed* [and sealed] in behalf of said corporation by authority of its board
of directors, and said officer acknowledged said instrument to be the free act
and deed of said corporation.


*If corporation has no seal strike              /s/ Jaklyn Wendy Morse
out the words in brackets and add     ------------------------------------------
at end of acknowledgment the                    (Signature of Notary)
following: "and that said
corporation has no corporate seal".
                                      Notary Public for Kent County,
                                                        ----
                                      State of Michigan.
                                      My Commission expires May 2, 1976
                                                            -----------

                                      (Notarial seal required if acknowledgment
                                                  taken out of State)



CAS-515 (Rev 1-81)    (Please do not write in spaces below - for Department use)

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                          Date Received

                                                           ---------------------
                                      FILED
                                   APR 11 1983                  MAR 7 1983
                                  Administrator            ---------------------
                         MICHIGAN DEPARTMENT OF COMMERCE
                         Corporation & Securities Bureau   ---------------------

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

                       (See instructions on Reverse Side)

                        (For Use by Domestic Corporations)

                         CERTIFICATE OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION

                     ---------------------------------------
                     INSERT CORPORATION NUMBER 1 4 7 - 3 4 5
                     ---------------------------------------

     The undersigned corporation executes the following Certificate of Amendment
to its Articles of Incorporation pursuant to the provisions of Section 631, Act
284, Public Acts of 1972, as amended:

- --------------------------------------------------------------------------------
1.   The name of the corporation is COMMERCIAL EQUIPMENT COMPANY
                                    ----------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
2.   The location of the registered office is

     2225 Oak Industrial Drive, N.E.    Grand Rapids, Michigan     49505
     -----------------------------------------------            -----------
            (No. and Street)                (Town or City)       (ZIP Code)
- --------------------------------------------------------------------------------

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

3.   The following amendment to the Articles of Incorporation was adopted on the
     28th day of February, 1983: (Check one of the following)
     ----                    --

     (X)  by the shareholders in accordance with Section 611 (2) Act 284, Public
          Acts of 1972, as amended. The necessary number of shares as required
          by statute were voted in favor of the amendment.

     ( )  by written consent of the shareholders having not less than the
          minimum number of votes required by statute in accordance with Section
          407(1) and (2), Act 284, Public Acts of 1972, as amended. Written
          notice to shareholders who have not consented in writing has been
          given. (Note: Written consent by less than all of the shareholders is
          permitted only if such provision appears in Articles of
          Incorporation.)

     ( )  by written consent of all the shareholders entitled to vote in
          accordance with Section 407(3), Act 284, Public Acts of 1972, as
          amended.

          Resolved, that Article VIII of the Articles of Incorporation be
                                 ----
     amended to read as follows: (Any article being amended is required to be
     set forth in its entirety.)

          The term of existence of the Corporation is perpetual.

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

                                     Signed this 28th day of February, 1983
                                                 ----        --------    --

                                     By       /s/ William S. Reed
                                        ----------------------------------------
                                        (Signature of President, Vice-President,
                                        Chairperson or Vice Chairperson)
                                        William S. Reed, President

GOLD SEAL APPEARS ONLY ON ORIGINAL



CAS-515 (Rev 1-84)

- --------------------------------------------------------------------------------
       MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)                                          Date Received
                                                                JUL 10 1986
                                      FILED               ---------------------
                                   JUL 22 1986
                                  Administrator           ---------------------
                         MICHIGAN DEPARTMENT OF COMMERCE
                         Corporation & Securities Bureau  ---------------------

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

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                        For use by Domestic Corporations

   (Please read instructions and Paperwork Reduction Act notice on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:

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

1.   The present name of the corporation is: COMMERCIAL EQUIPMENT COMPANY

2.   The corporation identification number (CID) assigned by the Bureau is:
     -------------
     1 4 7 - 3 4 5
     -------------

3.   The location of its registered office is:

     2225 Oak Industrial Drive, N.E.   Grand Rapids, Michigan     49505
            (Street Address)                   (City)           (ZIP Code)
- --------------------------------------------------------------------------------

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

4.   Article V of the Articles of Incorporation is hereby amended to read as
     follows:

          1.   The total number of shares which the corporation is authorized to
               issue is 50,000 shares, divided into two series. The designation
               of each series, the number of shares of each series, and their
               par value are as follows:

                    Class    Series   Number     Par Value
                    ------   ------   ------   ------------
                    Common      A     25,000   $1 per share
                    Common      B     25,000   $1 per share

          2.   The holders of Series A common shares shall possess exclusive
               voting power in the corporation.

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



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a.   [ ]  The foregoing amendment to the Articles of Incorporation was duly
          adopted on the      day of          , 19   , in accordance with the
                         ----        ---------    ---
          provisions of the Act by the unanimous consent of the incorporator(s)
          before the first meeting of the board of directors or trustees.

          Signed this              day of          , 19
                      ------------        ---------    -----

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

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

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

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

     (Signature of all incorporators; type or print name under each signature)

b.   [X]  The foregoing amendment to the Articles of Incorporation was duly
          adopted on the 31st day of March, 1986. The amendment: (check one of
          the following)

          [ ]  was duly adopted in accordance with Section 611(2) of the Act by
               the vote of the shareholders if a profit corporation, or by the
               vote of the shareholders or members if a nonprofit corporation,
               or by the vote of the directors if a nonprofit corporation
               organized on a nonstock directorship basis. The necessary votes
               were cast in favor of the amendment.

          [ ]  was duly adopted by the written consent of all the directors
               pursuant to Section 525 of the Act and the corporation is a
               nonprofit corporation organized on a nonstock directorship basis.

          [ ]  was duly adopted by the written consent of the shareholders or
               members having not less than the minimum number of votes required
               by statute in accordance with Section 407(1) and (2) of the Act.
               Written notice to shareholders or members who have not consented
               in writing has been given. (Note: Written consent by less than
               all of the shareholders or members is permitted only if such
               provision appears in the Articles of Incorporation.)

          [X]  was duly adopted by the written consent of all the shareholders
               or members entitled to vote in accordance with Section 407(3) of
               the Act.

                                             Signed this 31st day of March, 1986


                                             By       /s/ William S. Reed
                                               ---------------------------------
                                                          (Signature)


                                                    William S. Reed, President
                                             -----------------------------------
                                                  (Type or Print Name and Title)

EX-3.12B

                                                                   Exhibit 3.12b

                                     BY-LAWS

                                       OF

                          COMMERCIAL EQUIPMENT COMPANY

                           (Adopted November 16, 1976)

                                   ARTICLE I

                                     OFFICES

     Section 1. Principal Office. The principal office of the corporation shall
be located in the City of Grand Rapids, County of Kent, State of Michigan.

     Section 2. Registered Office. The registered office of the corporation may
be the same as the principal office of the corporation, but in any event must be
located in the State of Michigan, and be the business office of the registered
agent, as required by the Michigan Business Corporation Act.

     Section 3. Other Business Offices. The corporation may have business
offices at such other places, either within or without the State of Michigan, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the third Monday in the month of March in each year, at the hour of nine
o'clock A.M., for the election of a Board of Directors and for the transaction
of such other business as may properly come before the meeting. If the day fixed
for the annual meeting shall be a legal holiday in the State of Michigan, such
meeting shall be held on the next succeeding business day. The date of the
annual meeting of the shareholders shall in no event be changed within the
thirty (30) days next preceding the date on which the annual meeting is to be
held unless consented to in writing, or by resolution adopted at a meeting, by
all the shareholders entitled to vote at the annual meeting. If the election of
Directors shall not be held on the day designated herein for any annual meeting
of the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of shareholders as soon
thereafter as conveniently may be.

     Section 2. Delayed Annual Meeting. If for any reason the annual meeting of
the shareholders shall not be held on the day hereinbefore designated, such
meeting may be




called and held as a special meeting and the same proceedings may
be had thereat as at an annual meeting, provided, however, that the notice of
such meeting shall be the same herein required for the annual meeting.

     Section 3. Special Meetings of Shareholders. Special meetings of the
shareholders, for any purpose or purposes may be called by the President or
Secretary or by the Board of Directors, and shall be called by the President or
Secretary at the request of the holders of not less than fifty per cent (50%) of
all the outstanding shares of the corporation entitled to vote at the meeting.

     Section 4. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Michigan, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Michigan,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of Michigan.

     Section 5. Notice of Meetings of Shareholders.

          A. Annual Meetings. At least ten (10) days, but not more than sixty
(60) days, prior to the date fixed by Section 1 of this Article for the holding
of the annual meeting of shareholders, written or printed notice stating the
place, day and hour of the meeting shall be delivered, either personally or by
mail, to each shareholder of record entitled to vote at such meeting.

          B. Special Meetings. At least ten (10) days, but not more than sixty
(60) days, prior to the date fixed for the holding of any special meeting of
shareholders, written notice of the time, place and purpose of such meeting
shall be delivered, either personally or by mail, to each shareholder of record
entitled to vote at such meeting. No business not mentioned in the notice shall
be transacted at such meeting.

          C. Mailing. Every notice shall be deemed duly served when the same has
been deposited in the United States mail, with postage fully prepaid, addressed
to the shareholder at his, her or its address as it appears on the stock
transfer books of the corporation.

          D. Waiver. Attendance of a person at a meeting of shareholders, in
person or by proxy, shall constitute a waiver of such notice, except when
attendance is for the express purpose of objecting to the transaction of any
business, at the commencement of the meeting, because the meeting was not
lawfully called or convened.

     Section 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or entitled to receive the allotment of rights
or for the purpose of making necessary

                                      -2-



determinations in connection with the change or conversion or exchange of
capital stock, the Board of Directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders, provided that such date shall in no case be more than sixty
(60) days prior to the date on which the particular action requiring such
determination of shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof. Nothing in this Section shall affect the right of a shareholder and his
transferee or transferor as between themselves.

     Section 7. Voting Lists. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, within each
series, with the address of and the number of shares held by each, (which list
for a period of ten (10) days prior to such meeting, shall be open at the place
where said meeting is to be held and shall be subject to examination by any
shareholder entitled to vote at such meeting, and holding in the aggregate at
least two per cent (2%) of the outstanding capital stock of the corporation at
any time during usual business hours). Such list shall (also) be produced and
kept open at the time and place of the meeting during the whole time thereof,
and shall be subject to the inspection of any registered shareholder or his
proxy who may be present. The original or duplicate stock ledger or a list shall
be the only evidence as to who are shareholders entitled to examine such list or
the books of the corporation, or to vote in person or by proxy at any meeting of
shareholders.

     Section 8. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

                                      -3-



     Section 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.

     Section 10. Voting of Shares. Each outstanding share of capital stock of
the corporation shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders except as the Articles of Incorporation
otherwise provide.

     Section 11. Voting of Shares by Certain Holders.

          A. Other Corporations. Shares standing in the name of another
corporation may be voted by its President or by proxy appointed by him, or in
the absence of the President and his proxy, by its Treasurer or by proxy
appointed by him, or in the absence of the aforementioned persons, by its
Secretary or by proxy appointed by him. The Board of Directors of such other
corporation by resolution may appoint some other person to vote such shares.

          B. Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, custodian, conservator or trustee may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.

          C. Receivers. Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to be contained in an appropriate order of the court by which such receiver
was appointed.

          D. Pledgor. A shareholder whose shares are pledged shall be entitled
to vote such shares unless in the transfer by the pledgor on the books of the
corporation he shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee or his proxy may represent said shares and vote
thereon.

          E. Treasury Stock and Subsidiaries. Shares of its own stock belonging
to the corporation or held by it in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.

          F. Minors. Shares held by a minor may be voted by such minor in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a minor.

                                      -4-



          G. Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.

          H. Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by any one or more of such individuals if either (i)
no other such individual or his legal representative is present and claims the
right to participate in the voting of such shares or prior to the vote filed
with the Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.

     Section 12. Waiver of Notice by Shareholders. Whenever any notice is
required to be given to any shareholder of the corporation under the provisions
of these By-Laws or under the provisions of the Articles of Incorporation or
under any provision of law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, or by telegram, radiogram, or cablegram sent by
them, whether before or after the holding of the meeting, shall be deemed
equivalent to the giving of such notice.

     Section 13. Consent Without Meeting. Any action required or permitted by
the Articles of Incorporation or By-Laws or any provision of law to be taken at
a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote and would constitute the minimum votes necessary
to authorize such action at a meeting where all eligible shares had voted. Such
consent shall have the same effect as a vote of such shareholders and may be
stated as such in any Articles or document filed with the State of Michigan.

                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 1. General Powers. The business, property and affairs of the
corporation shall be managed by its Board of Directors.

     Section 2. Number. The number of Directors of the corporation shall be not
more than 10.

                                      -5-



     Section 3. Tenure. Each Director shall hold office until the next annual
meeting of shareholders following his nomination in the Articles of
Incorporation or his election, as the case may be, and until his successor shall
have been duly elected and qualified, or until his prior death, resignation or
removal.

     Section 4. Removal. At a special meeting of the shareholders of this
corporation called for the purpose of removing any Director, such Director may
be removed from office by a vote of a majority of all the shares of stock
outstanding and entitled to vote. No more than one meeting of shareholders of
this corporation shall be called for the purpose of removing any individual
Director during the term for which he is elected. When any Director is removed,
a new Director may be elected at the same meeting of the shareholders for the
unexpired term of such Director removed. If the shareholders fail to elect a
person to fill the unexpired term of the Director removed, such unexpired term
shall be considered a vacancy on the Board of Directors to be filled by the
remaining Directors.

     Section 5. Resignation. Any Director of the corporation may resign at any
time with the assent of a majority of the Board of Directors.

     Section 6. Qualifications. Directors need not be residents of the State of
Michigan or shareholders of the corporation.

     Section 7. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after, and at
the same place as the initial meeting of incorporators and shareholders, and
each annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, within or without the State of Michigan, for the
holding of additional regular meetings without other notice than such
resolution.

     Section 8. Specia1 Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any Director. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place within or without the State of Michigan for holding any special
meeting of the Board of Directors called by them, and if no other place is
fixed, the place of meeting shall be the principal business office of the
corporation in the State of Michigan.

     Section 9. Notice; Waiver. Notice of any special meeting shall be given at
least three days previously thereto by written notice, stating the time and
place of the meeting delivered personally or mailed or sent by telegram to each
Director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting

                                      -6-



by written statement, telegram, radiogram or cablegram sent by him, signed
before or after the holding of the meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

     Section 10. Quorum. A majority of the members of the Board shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, but if less than such a majority is present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without
further notice.

     Section 11. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

     Section 12. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by appointment made by the remaining Directors. A Director elected to
fill a vacancy shall be a Director until his successor is elected by the
shareholders who may make such election at the next annual meeting of the
shareholders, or at any special meeting duly called for that purpose and held
prior thereto.

     Section 13. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving a compensation therefor.

     Section 14. Presumption of Assent. A Director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

     Section 15. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the members of the Board of Directors may
designate one or more committees, each committee to consist of one or more
Directors elected by the Board of Directors, which to the extent provided in
said resolution as initially adopted, and as thereafter

                                      -7-



supplemented or amended by further resolution adopted by a like vote, shall have
and may exercise, when the Board of Directors is not in session, the powers of
the Board of Directors in the management of the business and affairs of the
corporation, except action in respect to dividends to shareholders, the fixing
of compensation for or the filling of vacancies in the Board of Directors or
committees created pursuant to this Section, or amend the Articles of
Incorporation or By-Laws. The Board of Directors may elect one or more of its
members as alternate members of any such committee who may take the place of any
absent member or members at any meeting of such committee, upon request by the
President or upon request by the Chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and shall make
such reports to the Board of Directors of its activities as the Board of
Directors may request.

     Section 16. Executive Committee. The Board of Directors, by resolution
passed by a majority of the Directors then in office, may designate two or more
persons to constitute an Executive Committee who, during the intervals between
the meetings of the Board of Directors, subject to such limitations as may be
required by law or imposed by resolution of the Board of Directors, shall have
and may exercise all powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, except that such
Executive Committee shall not have power or authority to (i) amend the Articles
of Incorporation, (ii) adopt an agreement of merger or consolidation, (iii)
recommend to shareholders the sale, lease or exchange of all or substantially
all of the corporation's property and assets, (iv) recommend to shareholders a
dissolution of the corporation or a revocation of a dissolution, (v) amend the
By-Laws of the corporation, (vi) fill the vacancies in the Board, (vii) fix
compensation of the Directors for service on the Board or on a committee, (viii)
declare a dividend, or (ix) authorize the issuance of shares of stock.

     The President shall be the Chairman of the Executive Committee, and the
Secretary of the corporation shall be the Secretary of the Committee. The
Secretary shall keep minutes of all meetings of the Committee which shall be
submitted to the succeeding meeting of the Board of Directors for approval.
Regular or special meetings of any such Committee may be held in like manner as
provided in these By-Laws for regular or special meetings of the Board of
Directors, and a majority of any such Committee shall constitute a quorum in any
such meeting. If and when the members of such Committee shall severally or
collectively consent in writing to any action authorized to be taken by such
Committee, either before or after the action is taken, such action shall be as
valid Committee action as though it had been authorized at a meeting of the
Committee, and the written consent shall be filed with the minutes of the
proceedings of such Committee.

     Section 17. Unanimous Consent Without Meeting. Any action required or
permitted by the Articles of Incorporation or By-Laws or any provision of law to
be taken by the Board of Directors or Committee thereof at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors or members of the
Committee then in office.

                                      -8-



                                   ARTICLE IV

                                    OFFICERS

     Section 1. Number. The officers of the corporation shall be a President, a
Secretary and a Treasurer, each of whom shall be selected by the Board of
Directors. The Board of Directors may select a Chairman of the Board and one or
more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and may
also appoint such other officers and agents as they may deem necessary for the
transaction of the business of the corporation.

     Section 2. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the regular meeting of the Board of Directors held immediately
following each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.

     Section 3. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without limitation on the right, if any, of the person so removed to
recover damages for breach of contract.

     Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     Section 5. Chairman of the Board. The Chairman of the Board of Directors
shall be a Director of the corporation. If elected, the Chairman of the Board,
or failing his election, the President, shall preside at all meetings of the
shareholders and Directors at which he is present. He shall be ex officio a
member of all standing committees and shall be Chairman of such committees as is
determined by the Board of Directors. Except as otherwise expressly delegated by
the Board of Directors or by these By-Laws to other officers or agents of the
President of the corporation, the Chairman of the Board may sign, swear to,
execute, file, certify or acknowledge, in place of the President, any documents,
instruments, agreements, Articles, statements, certificates, or reports,
required or permitted to be signed, sworn to, executed, filed, certified, or
acknowledged by the President. He shall have such other powers and duties as may
from time to time be prescribed by the By-Laws or by resolutions of the Board of
Directors.

     Section 6. President. (The President shall be a Director of the
corporation.) The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall have authority, subject to such rules as may be prescribed
by the Board of Directors, to appoint such agents and employees of the
corporation as he shall deem necessary,

                                      -9-



to prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discretion of the
President. He shall have authority to sign, execute and acknowledge, on behalf
of the corporation, all deeds, mortgages, bonds, stock certificates, contracts,
leases, reports and all other documents or instruments necessary or proper to be
executed in the course of the corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he may authorize any Vice President
or other officer or agent of the corporation to sign, execute and acknowledge
such documents or instruments in his place and stead. In general, he shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.

     Section 7. Executive Vice President and Other Vice Presidents. In the
absence of the President or in the event of his death, inability or refusal to
act, the Executive Vice President shall perform the duties of President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Executive Vice President and other Vice
Presidents shall perform such other duties as from time to time may be assigned
to them by the President or by the Board of Directors. When more than one Vice
President has been selected by the Board of Directors, only the Executive Vice
President shall be required to be a Director of the corporation, and only the
Executive Vice President may perform the duties of the President as provided in
this By-Law.

     Section 8. Secretary. The Secretary shall: (i) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (iii) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized; (iv) keep
a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (v) have general charge of the
stock transfer books of the corporation; and (vi) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.

     Section 9. Treasurer. If required by the Board of Directors, the Treasurer
and any Assistant Treasurer selected by the Board of Directors shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall: (i) have charge
and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Article V of these By-Laws; and
(ii) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.

                                      -10-



     Section 10. Assistants and Acting Officers. The Assistant Secretaries and
Assistant Treasurers, if any, selected by the Board of Directors, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors. The Board of Directors shall have the power
to appoint any person to perform the duties of an officer whenever for any
reason it is impracticable for such officer to act personally. Such acting
officer so appointed shall have the powers of and be subject to all the
restrictions upon the officer to whose office he is so appointed except as the
Board of Directors may by resolution otherwise determine.

     Section 11. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

     Section 12. Filling More than One Office. Any two offices of the
corporation except those of President and Executive Vice President or Vice
President may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.

                                    ARTICLE V

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS;
                             SPECIAL CORPORATE ACTS

     Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract, to execute and deliver
any instrument, or to acknowledge any instrument required by law to be
acknowledged in the name of and on behalf of the corporation. Such authority may
be general or confined to specific instances but the appointment of any person
other than an officer to acknowledge an instrument required by law to be
acknowledged should be made by instrument in writing. When the Board of
Directors authorizes the execution of a contract or of any other instrument in
the name of and on behalf of the corporation, without specifying the executing
officers, the President and the Secretary may execute the same and may affix the
corporate seal thereto.

     Section 2. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances. No loan or advance to or overdraft or withdrawal
by an officer, Director or shareholder of the corporation otherwise than in the
ordinary and usual course of the business of the corporation, and on the
ordinary and usual terms of payment and security shall be made or permitted
unless each such transaction shall be approved by a vote of two-thirds (2/3) of
the members of the Board of Directors excluding any Director involved in such
transaction and a full and detailed statement of all such transactions and any
payments shall be submitted at the next annual meeting of

                                      -11-



shareholders and the aggregate amount of such transactions less any repayments
shall be stated in the next annual report to shareholders.

     Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents,
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

     Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select.

     Section 5. Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation or by proxy appointed by him,
or in the absence of the President and his proxy by the Treasurer of this
corporation or by proxy appointed by him, or in the absence of the President and
Treasurer, by the Secretary of this corporation or by proxy appointed by him.
Such proxy or consent in respect to any shares or other securities issued by any
other corporation and owned by this corporation shall be executed in the name of
this corporation by the President, the Treasurer or the Secretary of this
corporation without necessity of any authorization by the Board of Directors,
affixation of corporate seal or countersignature or attestation by another
officer. Any person or persons designated in the manner above stated as the
proxy or proxies of this corporation shall have full right, power and authority
to vote the shares or other securities issued by such other corporation and
owned by this corporation the same as such shares or other securities might be
voted by this corporation.

     Section 6. Contracts Between Corporation and Related Persons. Any contract
or other transaction between the corporation and one or more of its Directors,
or between the corporation and any firm of which one or more of its Directors
are members or employees, or in which he or they are interested, or between the
corporation and any corporation or association of which one or more of its
Directors are shareholders, members, Directors, officers or employees, or in
which he or they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director or Directors at the meeting of the
Board of Directors of the corporation which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors, shall, nevertheless, authorize, approve
and ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted as voting upon the matter or
in calculating the majority of such quorum necessary to carry such vote. This
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.

                                      -12-



                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the Chairman of
the Board, or the President or a Vice President and Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of
the corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and the date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 6.

     Section 2. Facsimile Signatures and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation.

     Section 3. Signatures by Former Officers. In case any officer, who has
signed or whose facsimile signature has been placed upon any certificate for
shares, shall have ceased to be such officer, whether because of death,
resignation or otherwise, before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
its issue.

     Section 4. Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer, the corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (i) there were on or with the certificate the necessary
endorsements, and (ii) the corporation had no duty to inquire into adverse
claims or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and compliance with
such other regulations as may be prescribed under the authority of the Board of
Directors.

     Section 5. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

                                      -13-



     Section 6. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (i) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (ii) files with the corporation a sufficient indemnity bond,
and (iii) satisfies such other reasonable requirements as the Board of Directors
may prescribe.

     Section 7. Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.

     Section 8. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Michigan as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation.

                                  ARTICLE VII

                                 INDEMNIFICATION

     The corporation shall indemnify any Director or officer, or former Director
or officer of the corporation or any person who may have served at its request
as a Director or officer of another corporation in which it owns shares of
capital stock, or of which it is a creditor, against reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of any civil, criminal or administrative action,
suit or proceeding in which he is made a party or with which he is threatened by
reason of being or having been or because of any act as such Director or
officer, within the course of his duties or employment, except in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of his duties. The
corporation may also reimburse any Director or officer for the reasonable costs
of settlement of any such action, suit or proceeding, if it shall be found by a
majority of a committee composed of the Directors not involved in the matter in
controversy (whether or not a quorum) that it was to the interests of the
corporation that such settlement be made and that such Director or officer was
not guilty of negligence or misconduct. The right of indemnification herein
provided shall extend to the estate, executor, administrator, guardian and
conservator of any deceased or former Director or officer or person who himself
would have been entitled to indemnification. Such rights of indemnification and
reimbursement shall not be deemed exclusive of any other rights to which such
Director or officer may be entitled under any statute, agreement, vote of
shareholders, or otherwise.

                                      -14-



     The corporation shall have power to make any other indemnification that
shall be authorized by the Articles of Incorporation, or by any By-Law or
resolution adopted by the shareholders after notice.

                                  ARTICLE VIII

                                    DIVIDENDS

     Section 1. Declaration of Dividends. The Board of Directors may from time
to time declare dividends on its outstanding shares upon the following terms and
conditions:

          A. Dividends may be declared from earned surplus upon shares of all
classes, subject to restrictions, if any, contained in the Articles of
Incorporation.

          B. Dividends may be declared from any surplus upon preferred shares
only; provided that if such a dividend is declared and paid from any surplus
other than earned surplus, the shareholders receiving the dividend shall be
advised of that fact at the time of payment to them and the next annual
statement of accounts to be given to the shareholders shall indicate the surplus
from which such dividend was paid.

          C. Stock dividends may be declared from appreciation of the value of
the assets of the corporation provided capital is not impaired.

          D. In determining what is earned surplus, the judgment of the Board of
Directors shall be conclusive unless it shall be shown that the Directors acted
in bad faith or were grossly negligent.

     Section 2. Payment of Dividends. The corporation may pay dividends declared
in cash, in property, in obligations of the corporation or in shares of the
capital stock.

     Section 3. Reserves. The Board of Directors may, by resolution, set apart
out of any funds of the corporation available for dividends, a reserve or
reserves for any proper purpose and may, by resolution, abolish any such
reserve.

                                   ARTICLE IX

                                      SEAL

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal".

                                      -15-



                                   ARTICLE X

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted either by the affirmative vote of the shareholders representing a
majority of all the shares issued and outstanding, at any annual or special
shareholders' meeting or by the affirmative vote of the majority of the Board of
Directors at any regular or special meeting, if a notice setting forth the terms
of the proposal has been given in accordance with the notice requirements for
special meetings of shareholders or for special meetings of Directors, whichever
may be applicable. The Board of Directors may make and alter all By-Laws, except
those By-Laws fixing their number, qualifications, classifications, or term of
office; provided, that any By-Law amended, altered or repealed by the Directors
as provided herein may thereafter be amended, altered or repealed by the
shareholders.

                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of January
in each year.

                                  ARTICLE XII

                       REPAYMENT OF DISALLOWED DEDUCTIONS

     Any payments made to any officer or employee-shareholder of the
corporation, such as a salary, commission, bonus, interest, rent or
entertainment expense incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee-shareholder to the corporation to the
full extent of such disallowance. It shall be the duty of the Directors as a
Board to enforce payment of each such amount disallowed. In lieu of payment by
the officer or employee-shareholder, subject to the determination of the
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the corporation has been recovered.

                                      -16-

EX-3.13A

                                                                   Exhibit 3.13a

                            CERTIFICATE OF FORMATION

                                       OF

                        CONNECTICUT BUSINESS SYSTEMS, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of Delaware (particularly Chapter 18, Title 6 Section 18-201 of
the Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

     FIRST:  The name of the limited liability company (hereinafter the "limited
liability company") is Connecticut Business Systems, LLC.

     SECOND:  The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained under Section 18-104 of the Delaware Limited Liability Company Act
are The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD:  This Certificate of Formation shall be effective as of April 1,
2002.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on March 20, 2002.


                                        By:    /s/  Christopher J. Hagan
                                           -------------------------------------
                                                   Authorized Person

EX-3.13B

                                                                   Exhibit 3.13b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                        CONNECTICUT BUSINESS SYSTEMS, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                        CONNECTICUT BUSINESS SYSTEMS, LLC

     This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Connecticut
Business Systems, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has
been formed as a limited liability company pursuant to the provisions of the
Delaware Limited Liability Company Act, as it may be amended from time to time,
and any successor to such statute (the "Act"). The rights and obligations of
Global Imaging Systems, Inc., a Delaware corporation ("Global"), and the
administration and termination of the Company shall be governed by the Agreement
and the Act. The Agreement shall be considered the "Limited Liability Company
Agreement" of the Company within the meaning of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall
control.

          2.   Members. Global is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Connecticut Business
Systems, LLC.

          5.   Registered Agent and Principal Office. The registered
office and registered agent of the Company in the State of Delaware shall be
initially at The Corporate Trust Company, 1209 Orange Street, Wilmington, County
of New Castle, Delaware, 19801, and shall thereafter be as the managers may
designate from time to time. The Company may have such other offices as the
managers may designate from time to time. The principal business and mailing
address of the Company shall be 31 Inwood Road, Rocky Hill, Connecticut 06067.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs,
and properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name



and on behalf of the Company. Such delegation of authority shall not cause the
Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at
least three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of Delaware.
Each manager shall hold office for the full term for which such manager is
elected, which term shall be specified in the vote or resolution of the Member
or, if not so specified and in each case, until such manager's successor shall
have been duly elected and qualified or until his or her earlier death or
resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

               Thomas S. Johnson

               Raymond Schilling

               Michael E. Shea, Jr

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Delaware,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the
managers shall be held at such place or places within or without the State of
Delaware, at such hour and on such day as may be fixed by resolution of the
managers, without further notice of such meetings. The time or place of holding
regular meetings of the managers may be changed by the Chairman or the President
of the Company by giving written notice thereof as provided in Section 7(g)
hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Delaware as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the
time and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number
is required by law, one manager shall constitute a quorum for the transaction of
business. Except as



otherwise provided by law or in this Agreement, all questions shall be decided
by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise
restricted by this Agreement, any action required or permitted to be taken at a
meeting of the managers may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by the manager of the Company and
filed with the Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions
required or permitted by the Act for notice of meetings, unless otherwise
restricted by this Agreement, the managers may participate in and hold a meeting
of such managers by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7(j) shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under
any judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Delaware are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Delaware. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or
limit, in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in which the Company has invested, and no Member or the Managers shall
have any obligation to offer any such business activity or venture to the
Company. Neither the Company nor the



Member shall have any right, by virtue of this Agreement or the relationship
created hereunder, in such investments or to such other activities or ventures,
and such activities or ventures, even if the same are directly competitive with
the business of the Company, shall not be deemed wrongful or improper,
manifestly unreasonable or a breach of any duty imposed on the Member or the
Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses
incurred by the Managers in managing and conducting the business and affairs of
the Company, including, without limitation, (i) all costs and expenses incurred
in organizing the Company and in conducting any business activities of the
Company, (ii) telephone and other office expenses, (iii) travel expenses and
(iv) expenses incurred in providing or obtaining such other professional,
technical, administrative services and advice as the Managers may deem necessary
or desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the
capital of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise
be required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional
persons may be admitted to the Company as Members and membership interests may
be created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the
debts, liabilities, contracts or other obligations of the Company except to the
extent of any unpaid Capital Contributions such Member has agreed to make to the
Company and such Member's share of the assets (including undistributed revenues)
of the Company; and in all events, a Member shall be



liable and obligated to make payments of its Capital Contributions only as and
when such payments are due in accordance with the terms of this Agreement. No
Member shall be required to make any loans to the Company. The Company shall
indemnify and hold harmless a Member in the event a Member becomes liable,
notwithstanding the preceding sentence, for any debt, liability, contract or
other obligation of the Company except to the extent expressly provided in the
first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                      MEMBER

                                      Global Imaging Systems, Inc.,
                                      a Delaware corporation


                                      By:      /s/ Thomas S. Johnson
                                         -------------------------------------
                                          Name:   Thomas S. Johnson
                                          Title:  President and CEO


                                      COMPANY

                                      Connecticut Business Systems, LLC,
                                      a Delaware limited liability company


                                      By:      /s/ Raymond Schilling
                                         -------------------------------------
                                           Name: Raymond Schilling
                                           Title: Vice President, and Secretary



                                    EXHIBIT A
                                    ---------

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Connecticut Business Systems, Inc.



Amendment of the Operating Agreement dated May 15, 2003
- -------------------------------------------------------

     RESOLVED, that the Operating Agreement is hereby amended by deleting
Section 3 of the Operating Agreement in its entirety and is replaced with the
following:

                    "3.  Purpose. The Company is formed for the
               object and purpose of, and the nature of the
               business is, engaging in any lawful business or
               activity permitted to be engaged in by a limited
               liability company pursuant to the Act and engaging
               in any and all activities necessary, convenient,
               desirable or incident to the foregoing, including,
               without limitation, guaranteeing the obligations
               of the Member."

EX-3.14A

                                                                   Exhibit 3.14a

                            CERTIFICATE OF FORMATION

                                       OF

                           CONWAY OFFICE PRODUCTS, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of New Hampshire, particularly Title XXVIII, Chapter 304-C, Section
12 of the New Hampshire limited liability company laws, as amended, hereby
certifies that:

     FIRST:  The name of the limited liability company is Conway Office
Products, LLC (the "limited liability company").

     SECOND: The purpose of the limited liability company is to engage in the
business of selling, renting, leasing and servicing of office copying equipment
and other types of general office machinery, accessories and equipment, and
further, to buy sell, process, hold or otherwise deal or speculate in supplies
of materials for office copying equipment and general office machinery,
accessories and equipment; and to do or cause to have done any and all such acts
and things as may be necessary, desirable, convenient, or incidental to the
consummation or accomplishment of any or all of the foregoing purposes.

     THIRD:  The address of the registered office and the name and the address
of the registered agent of the limited liability company are CT Corporation
System located at 9 Capitol Street, Concord, New Hampshire, 03301.

     FOURTH: The management of the limited liability company shall be vested in
a manager or managers.

Dated March 20, 2002


                               Signature:    /s/ Thomas S. Johnson
                                           -------------------------------------
                               Name:       Thomas S. Johnson
                               Title:      Manager



                                  FORM LLC 1-A
                      ADDENDUM TO CERTIFICATE OF FORMATION
                    STATEMENT PURSUANT TO NH RSA 421-B:11,II

LIMITED LIABILITY COMPANY NAME: CONWAY OFFICE PRODUCT, LLC

BUSINESS ADDRESS: 110 PERIMETER ROAD, NASHUA, NH  03063

CONTACT PERSON: Ann Maynard  TELEPHONE NUMBER: (800) 343-7777

CONTACT PERSON ADDRESS (IF DIFFERENT): N/A

I am (We are) aware that under the New Hampshire Uniform Securities Act, RSA
421-B:17,11(k) provides an exemption from securities registration if the
aggregate number of holders of the company's securities /*1/ does not exceed ten
(10), provided that no advertising /*2/ has been published or circulated in
connection with any such securities sale /*1/, and all securities sales are
consummated within 60 days after the date of formation of the company.

                     COMPLETE EITHER ITEM 1, 2, OR 3 BELOW:

1) If the company will be in compliance with RSA 421-B:17,II(k), the above
statute, check this line:  [X]

2) If the company has registered or will register its securities (generally,
membership interests) for sale in the State of New Hampshire, enter the date the
registration statement was or will be filed with the Bureau of Securities
Regulation: N/A

3) If the company will offer its securities for sale in New Hampshire under an
exemption from registration requirements and RSA 421-B:17,11(k) (see above) does
not apply, cite the statutory exemption claimed for the sale of the company's
securities: N/A

(For assistance with questions relating to securities only, call the Bureau of
Securities Regulation at (603) 271-1463. For all other questions, call the
Corporation Division at (603) 271-3244.



              COMPLETE THIS CERTIFICATION - ORIGINAL MUST BE FILED

I (We) hereby certify that the membership interests of the company have been
registered under RSA 421-B, the New Hampshire Uniform Securities Act ("the
Act"); or, when offered will be registered under the Act; or are or when offered
will be exempted from registration under the Act; or are or when offered will be
offered in a transaction exempted from registration under the Act; or are not
securities under the Act. I (We) certify that the person(s) signing this form
includes all the limited liability company member(s) (unless individual
member(s) or manager(s) have been authorized to execute this document), and that
the foregoing is true and complete to the best of my (our) knowledge.


GLOBAL IMAGING SYSTEMS, INC.,
  Its Sole Member


By:   /s/ Christopher J. Hagan
   -------------------------------
Christopher J. Hagan
Its Assistant Secretary

Date:  March 20, 2002

*1-  Most new limited liability company formations legally involve a "sale" of
     "securities" (generally, membership interests) to the new members, even if
     there is no cash payment for such securities.
*2-  The term "advertising" used here applies to any written material
     distributed to sell securities, not product advertising.
*3-  Use additional sheet of paper if there are more than three signatures.

EX-3.14B

                                                                   Exhibit 3.14b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           CONWAY OFFICE PRODUCTS, LLC

                    A NEW HAMPSHIRE LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           CONWAY OFFICE PRODUCTS, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Conway
Office Products, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the General
Limited Liability Company Laws of the State of New Hampshire, as it may be
amended from time to time, and any successor to such statute (the "Act"). The
rights and obligations of Global Imaging Systems, Inc., a Delaware corporation
("Global"), and the administration and termination of the Company shall be
governed by the Agreement and the Act. The Agreement shall be considered the
"Limited Liability Company Agreement" of the Company within the meaning of the
Act. To the extent this Agreement is inconsistent in any respect with the Act,
this Agreement shall control.

          2.   Members. Global is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Conway Office Products,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of New Hampshire shall be CT
Corporation System located at 9 Capitol Street, Concord, New Hampshire, 03301,
and shall thereafter be as the managers may designate from time to time. The
Company may have such other offices as the managers may designate from time to
time. The principal business and mailing address of the Company shall be 110
Perimeter Road, Nashua, New Hampshire 03063.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of New Hampshire and shall continue in existence in perpetuity unless
its business and affairs are earlier wound up following dissolution at such time
as this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name and on behalf of the Company. Such delegation of authority shall not
cause the Member to cease

2



to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of New
Hampshire. Each manager shall hold office for the full term for which such
manager is elected, which term shall be specified in the vote or resolution of
the Member or, if not so specified and in each case, until such manager's
successor shall have been duly elected and qualified or until his or her earlier
death or resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

                                Thomas S. Johnson
                                Raymond Schilling
                                Peter W. Dinan

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of New
Hampshire, at whatever place is specified by the person or persons calling the
meeting. In the absence of a specific designation, the meetings shall be held at
the principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of New
Hampshire, at such hour and on such day as may be fixed by resolution of the
managers, without further notice of such meetings. The time or place of holding
regular meetings of the managers may be changed by the Chairman or the President
of the Company by giving written notice thereof as provided in Section 7(g)
hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of New Hampshire as may be stated in the
notice of the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the

3



managers may participate in and hold a meeting of such managers by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 7(j) shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of New Hampshire are amended
after the date of this Agreement to authorize action further eliminating or
limiting the personal liability of managers, then the liability of a manager of
the Company, in addition to the limitation on personal liability provided
herein, shall be limited to the full extent permitted by the amended laws of the
State of New Hampshire. Any repeal or modification of this Section 7(m) by the
Member shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a manager of the Company existing at the time of
such repeal or modification or thereafter arising as a result of acts or
omissions prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in which the Company has invested, and no Member or the Managers shall
have any obligation to offer any such business activity or venture to the
Company. Neither the Company nor the Member shall have any right, by virtue of
this Agreement or the relationship created hereunder, in such investments or to
such other activities or ventures, and such activities or ventures, even if the
same are directly competitive with the business of the Company, shall not be
deemed wrongful or improper, manifestly unreasonable or a breach of any duty
imposed on the Member or the Managers hereunder, the Act or other applicable
law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

4



          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital Contributions such Member has agreed to make to the
Company and such Member's share of the assets (including undistributed revenues)
of the Company; and in all events, a Member shall be liable and obligated to
make payments of its Capital Contributions only as and when such payments are
due in accordance with the terms of this Agreement. No Member shall be required
to make any loans to the Company. The Company shall indemnify and hold harmless
a Member in the event a Member becomes liable, notwithstanding the preceding
sentence, for any debt, liability, contract or other obligation of the Company
except to the extent expressly provided in the first sentence of this Section
13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other

5



books and records as the Member may reasonably request, including specifically
accounting books. Such books shall be kept at the principal office of the
Company and shall be maintained in accordance with the terms of this Agreement.
The fiscal year of the Company shall be April 1 to March 31, and the Managers
shall keep the accounting books of the Company on such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
New Hampshire without regard to otherwise governing principles of conflicts of
law.

6



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                              MEMBER

                              Global Imaging Systems, Inc.,
                              a Delaware corporation


                              By: /s/ Thomas S. Johnson
                                  ----------------------------------------------
                                  Name:  Thomas S. Johnson
                                  Title: President and CEO


                              COMPANY

                              Conway Office Products, LLC,
                              a New Hampshire limited liability
                              company


                              By: /s/ Raymond Schilling
                                  ----------------------------------------------
                                  Name:  Raymond Schilling
                                  Title: Vice President, Secretary and Treasurer



                                    EXHIBIT A

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Conway Office Products, Inc.

8

EX-3.17B

                                                                   Exhibit 3.17b

File Number  5291-029-3


                                State of Illinois
                                    Office of
                             The Secretary of State

Whereas,     THE REINSTATEMENT OF
                DISTINCTIVE BUSINESS PRODUCTS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAS BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, Jesse White, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach hereto a copy of the Application of the aforesaid corporation.

     In Testimony Whereof, I hereto set my hand and cause to be
                affixed the Great Seal of the State of Illinois,
                   at the City of Springfield, this     2ND
                     day of JUNE           A.D.  2000 and of
                       the Independence of the United States the two
                        hundred and    24TH          .


                                             /s/ Jesse White
                                            Secretary of State




Form BCA-12.45/                                     APPLICATION FOR REINSTATEMENT
         13.60                                                    of
Rev. Jan. 1999)                                   DOMESTIC OR FOREIGN CORPORATIONS                 File # 52910793
====================================================================================================================================
                                                                                           
Jesse White                                   This space for use by Secretary of State
Secretary of State                                                                                      SUBMIT IN DUPLICATE!
Department of Business Services                                                                  ===================================
Springfield, IL  62756                                          Filed
http://www.sos.state.il.us                                  June 20, 2000                               This space for use by
=======================================                      Jesse White                                 Secretary of State
Payment must be made by certi-                            Secretary of State                       Date       6-2-00
fied check, cashier's check, Illinois                                                              Filing Fee            $  100.00
attorney's check, Illinois C.P.A.'s                                                                Approved:
check or money order, payable to
"Secretary of State."
====================================================================================================================================

1.    (a)   Corporate name as of the date of issuance of the certificate of dissolution or revocation:
                DISTINCTIVE BUSINESS PRODUCTS, INC.
            ------------------------------------------------------------------------------------------------------------------------
            ------------------------------------------------------------------------------------------------------------------------
      (b)   Corporate name as changed:
                                      ----------------------------------------------------------------------------------------------
                                                                                                                             Note 1)
            -----------------------------------------------------------------------------------------------------------------
      (c)   If a foreign corporation having a certificate of authority under an assumed corporate name restriction, the
            assumed corporate name:
                                   -------------------------------------------------------------------------------------------------
                                                                                                                             Note 2)
            -----------------------------------------------------------------------------------------------------------------
====================================================================================================================================

2. State of incorporation: ILLINOIS
                          ----------------------------------------------------------------------------------------------------------
====================================================================================================================================

3. Date that the certificate of dissolution or revocation was issued:
                                                                     ---------------------------------------------------------------
====================================================================================================================================

4.    Name and address of the Illinois registered agent and the Illinois registered office, upon reinstatement: (Note 3)
      NOTICE! Completion of item #4 does not constitute a registered agent or office change. See note #3 on back of this form.

                  Registered Agent               CT CORPORATION SYSTEM
                                            ----------------------------------------------------------------------------------------
                                               First Name             Middle Name                                   Last Name

                  Registered Office              208 SOUTH LA SALLE STREET
                                            ----------------------------------------------------------------------------------------
                                               Number           Street                  Suite # (A.P.O. Box alone is not acceptable)

                                                 CHICAGO              IL     60604                                     COOK
                                            ----------------------------------------------------------------------------------------
                                               City                   ZIP Code                                      County
====================================================================================================================================

5.    This application is accompanied by all delinquent report forms together with the filing fees, franchise taxes, license fee
      and penalties required.
====================================================================================================================================

6.    The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms,
      under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK.)

      Dated         MAY 24                       ,  2000                           DISTINCTIVE BUSINESS PRODUCTS, INC.
            ------------------------------------- -------------   ------------------------------------------------------------------
                (Month & Day)                      (Year)                            (Exact Name of Corporation)

      attested by        /s/ Chris Hagan                          by                          /s/ Ray Schilling
                  ---------------------------------------------     ----------------------------------------------------------------
                  (Signature of Secretary or Assistant Secretary)              (Signature of President or Vice President)

                   CHRISTOPHER J. HAGAN, ASST. SEC.                     RAYMOND SCHILLING, VICE PRESIDENT
                  ---------------------------------------------     ----------------------------------------------------------------
                           (Type or Print Name and Title)                           (Type or Print Name and Title)
====================================================================================================================================





Form BCA-10.30                                           ARTICLE OF AMENDMENT
Rev. Jan. 1999)                                                                                   File # D5291-029-3
====================================================================================================================================
                                                                                           
Jesse White
Secretary of State                                                                                      SUBMIT IN DUPLICATE!
Department of Business Services                                                                  ===================================
Springfield, IL  62756                                                                                  This space for use by
Telephone (217) 782-1832                                                                                 Secretary of State
=======================================                    Filed: 5/15/2003
Remit payment in check or money                     Jesse White Secretary of State                 Date
order, payable to "Secretary of State."                                                            Franchise Tax      $
The filing fee for restated articles of                                                            Filing Fee         $25.00
amendment - $100.00                                                                                Penalty:           $
http://www.sos.state.il.us                                                                         Approved:        KAK
====================================================================================================================================

1.   CORPORATE NAME:  Distinctive Business Products, Inc.
                    ----------------------------------------------------------------------------------------------------------------
                                                                                                                      (Note 1)

2.   MANNER OF ADOPTION OF AMENDMENT:

           The following amendment of the Articles of Incorporation was adopted on                   May 15                        ,
                                                                                   ------------------------------------------------
                                                                                                     (Month & Day)

             2003     in the manner indicated below. ("X" one box only)
           ----------
            (Year)

      |_| By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors
          have been elected;
                                                                                                                            (Note 2)

      |_| By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of
          the time of adoption of this amendment;
                                                                                                                            (Note 2)

      |_| By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but a shareholder
          action not being required for the adoption of the amendment;
                                                                                                                            (Note 3)

      |_| By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted
          and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by
          statute and by the articles of incorporation were voted in favor of the amendment;
                                                                                                                            (Note 4)

      |_| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly
          adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the
          minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in
          writing have been given notice in accordance with Section 7.10;

                                                                                                                       (Notes 4 & 5)

      |X| By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly
          adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote
          on this amendment.
                                                                                                                            (Note 5)

3.   TEXT OF AMENDMENT:

     a.   When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
          Article I: The name of the corporation is:


- ------------------------------------------------------------------------------------------------------------------------------------
                                                             (NEW NAME)

                                           All changes other than name, include on page 2
                                                               (over)





                                Text of Amendment

b.   (If amendment affects the corporate purpose, the amended purpose is
     required to be set forth in its entirety. If there is not sufficient space
     to do so, add one or more sheets of this size.)

RESOLVED FURTHER, that Article Four is amended to read as follows:

ARTICLE FOUR: The purpose or purposes for which the corporation is organized
are:

To buy, sell, lease, rent, own, service and otherwise deal with and in business
equipment and business supplies of all kinds and character within and without
the State of Illinois;

To purchase, lease, sell, develop and improve real property in conjunction with
other purposes contained herein or otherwise;

To carry on all such other business activities and business purposes as are
lawful under the Illinois Business Corporation Act of 1983 and its amendments.


                                     Page 2



4.    The manner, if not set forth in Article 3b, in which any exchange,
      reclassification or cancellation of issued shares, or a reduction of the
      number of authorized shares of any class below the number of issued shares
      of that class, provided for or effected by this amendment, is as follows:
      (if not applicable, insert "No change')

         No change

5.    (a) The manner, if not set forth in Article 3b, in which said amendment
      effects a change in the amount of paid-in capital (Paid-in capital
      replaces the terms Stated Capital and Paid-in Surplus and is equal to the
      total of these accounts) is as follows: (if not applicable, insert "No
      change")

         No change

      (b) The amount of paid-in capital (Paid-in Capital replaces the terms
      Stated Capital and Paid-in Surplus and is equal to the total of these
      accounts) as changed by this amendment is as follows: (if not applicable,
      insert "No change")

         No Change

                                         Before Amendment        After Amendment

                     Paid-in Capital     $ ____________          $ ____________

    (Complete either item 6 or 7 below. All signatures must be in BLACK INK.)
                                                                  ---------
6.    The undersigned corporation has caused this statement to be signed b its
      duly authorized officers, each of whom affirms, under penalties of
      perjury, that the facts stated herein are true.



                                                          
     Dated      May 15        ,   2003                               Distinctive Business Products, Inc.
            ------------------ -------------                 -------------------------------------------------
              (Month & Day)      (Year)                      (Exact Name of Corporation and date of execution)
     attested by  xxxxxxxxxxxxxxxxxxxxxxxxxx                  by                 /s/ Chris Hagan
                  --------------------------                    ----------------------------------------------
           (Signature of Secretary or Assistant Secretary)                Signature of Assistant Secretary
                  xxxxxxxxxxxxxxxxxxxxxxxxxx                                   Chris Hagan
                  --------------------------                 --------------------------------------------------
                (Type or Print Name and Title)                            (Type or Print Name and Title)


7.    If amendment is authorized pursuant to Section 10.10 by the incorporators,
      the incorporators must sign below, and type or print name and title.

                                       OR

      If amendment is authorized pursuant to Section 10.10 and there are no
      officers, then a majority of the directors or such directors as may be
      designated by the board, must sign below, and type or print name and
      title.

      The undersigned affirms, under the penalties of perjury, that they facts
stated herein are true.

      Dated                                           ,
             ----------------------------------------   ----------
                        (Month and Day)                   Year



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

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

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

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

                                     Page 3

EX-3.19A

                                                                   Exhibit 3.19a

                            ARTICLES OF ORGANIZATION

                                       OF

                           EASTERN COPY PRODUCTS, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of New York under Section 203 of the limited liability company law.

     FIRST:  The name of the limited liability company is Eastern Copy Products,
LLC (the "limited liability company").

     SECOND: The county within this state in which the office of the limited
liability company is to be located is County of Onondaga.

     THIRD:  The Secretary of State is designated as agent of the limited
liability company upon whom process against it may be served. The address within
or without this state to which the Secretary of State shall mail a copy of any
process against the limited liability company served upon him or her is 1224
West Genesee Street, Syracuse, New York, 13204.

     FOURTH: The name and street address within this state of the registered
agent of the limited liability company upon whom and at which process against
the limited liability company may be served is CT Corporation System, 111 Eighth
Avenue, New York, New York 10011.

     FIFTH:  The effective date of the Articles of Organization shall be upon
filing.

          IN WITNESS WHEREOF, the undersigned has executed thes Articles of
Organization on March 7, 2002.


                                        By:  /s/ Christopher J. Hagan
                                           -------------------------------------
                                           Authorized Person/Organizer
                                           Christopher J. Hagan

EX-3.19B

                                                                   Exhibit 3.19b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                           EASTERN COPY PRODUCTS, LLC

                      A NEW YORK LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           EASTERN COPY PRODUCTS, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Eastern
Copy Products, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the New York
Limited Liability Company Law, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Conway
Office Products, Inc., a New Hampshire corporation ("Conway"), and the
administration and termination of the Company shall be governed by the Agreement
and the Act. The Agreement shall be considered the "Limited Liability Company
Agreement" of the Company within the meaning of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall
control.

          2.   Members. Conway is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Eastern Copy Products,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of New York shall be initially at
CT Corporation System, 111 Eighth Avenue, New York, NY 10011, and shall
thereafter be as the managers may designate from time to time. The Company may
have such other offices as the managers may designate from time to time. The
principal business and mailing address of the Company shall be 1224 West Genesse
Street, Syracuse, New York 13204.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of New York and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name

2



and on behalf of the Company. Such delegation of authority shall not cause the
Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of New York.
Each manager shall hold office for the full term for which such manager is
elected, which term shall be specified in the vote or resolution of the Member
or, if not so specified and in each case, until such manager's successor shall
have been duly elected and qualified or until his or her earlier death or
resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

                                Thomas S. Johnson

                                Raymond Schilling

                                Peter W. Dinan

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of New York,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of New York,
at such hour and on such day as may be fixed by resolution of the managers,
without further notice of such meetings. The time or place of holding regular
meetings of the managers may be changed by the Chairman or the President of the
Company by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of New York as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required

3



by law, one manager shall constitute a quorum for the transaction of business.
Except as otherwise provided by law or in this Agreement, all questions shall be
decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of New York are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of New York. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in

4



which the Company has invested, and no Member or the Managers shall have any
obligation to offer any such business activity or venture to the Company.
Neither the Company nor the Member shall have any right, by virtue of this
Agreement or the relationship created hereunder, in such investments or to such
other activities or ventures, and such activities or ventures, even if the same
are directly competitive with the business of the Company, shall not be deemed
wrongful or improper, manifestly unreasonable or a breach of any duty imposed on
the Member or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the
capital of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities,

5



contracts or other obligations of the Company except to the extent of any unpaid
Capital Contributions such Member has agreed to make to the Company and such
Member's share of the assets (including undistributed revenues) of the Company;
and in all events, a Member shall be liable and obligated to make payments of
its Capital Contributions only as and when such payments are due in accordance
with the terms of this Agreement. No Member shall be required to make any loans
to the Company. The Company shall indemnify and hold harmless a Member in the
event a Member becomes liable, notwithstanding the preceding sentence, for any
debt, liability, contract or other obligation of the Company except to the
extent expressly provided in the first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without regard to otherwise governing principles of conflicts of law.

6



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                               MEMBER

                               Conway Office Products, Inc.,
                                 a New Hampshire corporation


                               By: /s/ Thomas S. Johnson
                                  ----------------------------------------------
                                  Name:  Thomas S. Johnson
                                  Title: Chairman


                               COMPANY

                               Eastern Copy Products, LLC,
                                 a New York limited liability company


                               By: /s/ Raymond Schilling
                                  ----------------------------------------------
                                  Name:  Raymond Schilling
                                  Title: Vice President, Secretary and Treasurer



                                    EXHIBIT A

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Eastern Copy Products, Inc.

8

EX-3.20A

                                                                   Exhibit 3.20a

                            ARTICLES OF INCORPORATION

                                       OF

                               ecom-division, Inc.

          The undersigned, acting as incorporator of a stock corporation under
the provisions of Title 13.1 of the Code of Virginia Annotated, hereby adopts
the following Articles of Incorporation for such corporation:

1.   NAME

          The name of this Corporation is ecom-division, Inc. (the
"Corporation").

2.   SHARES

          The aggregate number of shares that the Corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock (all such
shares to constitute one class only), having a par value of $.01 per share.

3.   REGISTERED OFFICE AND AGENT

          The post-office address of the initial registered office of the
Corporation is 5511 Staples Mill Road, Richmond, Virginia 23228. The name of the
county and city in which the initial registered office is located is the County
of Henrico, City of Richmond. The name of the initial registered agent of the
Corporation is Edward R. Parker, Esq., who is a resident of Virginia and a
member of the Virginia State Bar, and whose business office is the same as the
registered office of the Corporation.

4.   BOARD OF DIRECTORS

     4.1. Initial Directors

          The number of directors constituting the initial Board of Directors is
three and the names and addresses of the persons who are to serve as initial
directors are the following:

 NAME                                   MAILING ADDRESS

 William G. Kamarek                     c/o Electronic Systems, Inc.
                                        361 Southport Circle
                                        Virginia Beach, VA 23452



 Thomas S. Johnson                      c/o Global Imaging Systems, Inc.
                                        P.O. Box 273478
                                        Tampa, Florida 33688

 Raymond Schilling                      c/o Global Imaging Systems, Inc.
                                        P.O. Box 273478
                                        Tampa, Florida 33688

     4.2. Terms of Directors

          The initial directors shall serve until the first meeting of
shareholders at which directors are elected and until their successors are
elected and qualified. Thereafter, the number of directors shall be such number
as from time to time shall be fixed by, or in the manner provided in, the Bylaws
of the Corporation; provided, that no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. The terms,
classifications, qualifications and election of the Board of Directors and the
filling of vacancies thereon shall be as provided herein and in the Bylaws.

5.   PREEMPTIVE RIGHTS

          No shareholder of the Corporation shall have any preemptive
rights to purchase, subscribe for or otherwise acquire any stock or other
securities of the Corporation, whether now or hereafter authorized, and any and
all preemptive rights hereby are denied.

6.   LIMITATION ON LIABILITY

          To the fullest extent permitted by the laws of the Commonwealth of
Virginia, as presently in effect or as the same hereafter may be amended and
supplemented, in any proceeding brought by or in the right of the Corporation or
brought by or on behalf of shareholders of the Corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct shall not exceed the sum of one dollar ($1.00). The
liability of an officer or director shall not be limited as provided in this
Section 7 if the officer or director engaged in willful misconduct or a knowing
violation of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security.

7.   INDEMNIFICATION

          The Corporation shall to the fullest extent permitted by the laws of
the Commonwealth of Virginia, as presently in effect or as the same hereafter
may

                                      -2-



be amended and supplemented, indemnify an individual who is or was a director or
officer of the Corporation and who was, is, or is threatened to be made a named
defendant or respondent in any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal (collectively, a "proceeding"), against any obligation to pay
a judgment, settlement, penalty, fine (including any excise tax assessed with
respect to any employee benefit plan) or other liability and reasonable expenses
(including counsel fees) incurred with respect to such a proceeding, except such
liabilities and expenses as are incurred because of such director's or officer's
willful misconduct or knowing violation of the criminal law. The Corporation is
authorized to contract in advance to indemnify and to make advances and
reimbursements for expenses to any of its directors or officers to the same
extent provided in this Section 7.

          Unless a determination has been made that indemnification is not
permissible, the Corporation shall make advances and reimbursements for expenses
reasonably incurred by a director or officer in a proceeding as described above
upon receipt of an undertaking from such director or officer to repay the same
if it is ultimately determined that such director or officer is not entitled to
indemnification. Such undertaking shall be an unlimited, unsecured general
obligation of the director or officer and shall be accepted without reference to
such director's or officer's ability to make repayment.

          The determination that indemnification under this Section 7 is
permissible, the authorization of such indemnification (if applicable), and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as provided by law. Special legal counsel selected to make determinations under
this Section 7 may be counsel for the Corporation. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that a
director or officer acted in such a manner as to make him or her ineligible for
indemnification.

          For the purposes of this Section 7, every reference to a director or
officer shall include, without limitation, (i) every individual who is a
director or officer of the Corporation, (ii) an individual who, while a director
or officer, is or was serving at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, (iii) an individual who formerly was a director or officer of the
Corporation or who, while a director or officer, occupied at the request of the
Corporation any of the other positions referred to in clause (ii) of this
sentence, and (iv) the estate, personal representative, heirs, executors and
administrators of a director or officer of the Corporation or other person
referred to herein. Service as a director, officer, partner, trustee, employee
or agent of another foreign or domestic Corporation,

                                      -3-



partnership, joint venture, trust, employee benefit plan or other enterprise
controlled by the Corporation shall be deemed service at the request of the
Corporation. A director or officer shall be deemed to be serving an employee
benefit plan at the Corporation's request if such person's duties to the
Corporation also impose duties on, or otherwise involve services by, such person
to the plan or to participants in or beneficiaries of the plan.

          Indemnification pursuant to this Section 7 shall not be exclusive of
any other right of indemnification to which any person may be entitled,
including indemnification pursuant to a valid contract, indemnification by legal
entities other than the Corporation and indemnification under policies of
insurance purchased and maintained by the Corporation or others. No person shall
be entitled to indemnification by the Corporation, however, to the extent such
person is actually indemnified by another entity, including an insurer. In
addition to any insurance that may be maintained on behalf of any director,
officer or other person, the Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Section 7 to protect any
of the persons named above against any liability arising from their service to
the Corporation or to any other enterprise at the Corporation's request,
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Section 7 shall not be deemed to preclude the Corporation
from entering into contracts otherwise permitted by law with any individuals or
entities other than those named in this Section 7.

          The provisions of this Section 7 shall be applicable from and after
its adoption even though some or all of the underlying conduct or events
relating to a proceeding may have occurred before such adoption. No amendment,
modification or repeal of this Section 7 shall diminish the rights provided
hereunder to any person arising from conduct or events occurring before the
adoption of such amendment, modification or repeal. If any provision of this
Section 7 or its application to any person or circumstance is held invalid by a
court of competent jurisdiction, the invalidity shall not affect other
provisions or applications of this Section 7, and to this end the provisions of
this Section 7 are severable.

Dated:  December 28, 1999


                                        HOGAN & HARTSON, L.L.P.
                                        Incorporator


                                        By: /s/ Christopher J. Hagan
                                           -------------------------------------
                                           Christopher J. Hagan

                                       -4-

EX-3.20B

                                                                   Exhibit 3.20b

                               ecom-division, Inc.

                                     BYLAWS

                                     Adopted

                                      as of

                                January 12, 2000



                                TABLE OF CONTENTS

                                                                            
1.  CORPORATE OFFICES                                                          1
     1.1.  Registered Office                                                   1
     1.2.  Other Offices                                                       1

2.  MEETINGS OF SHAREHOLDERS                                                   1
     2.1.  Time                                                                1
     2.2.  Place                                                               1
     2.3.  Notice                                                              2
            2.3.1.  Time                                                       2
            2.3.2.  Purposes of Meeting                                        2
            2.3.3.  Adjournment                                                2
            2.3.4.  Exceptions                                                 2
            2.3.5.  Nominations; Proposals                                     3
     2.4.  Special Meetings                                                    3
     2.5.  Quorum                                                              3
            2.5.1.  Requirement                                                3
            2.5.2.  Articles of Incorporation                                  4
            2.5.3.  Amendment to Articles of Incorporation                     4
     2.6.  Voting                                                              4
            2.6.1.  Votes Per Share                                            4
            2.6.2.  Signature                                                  4
            2.6.3.  Action on a Matter                                         5
            2.6.4.  Election of Directors                                      5



                                      -2-



                                                                           
     2.7.  Proxies                                                             5
            2.7.1.  Terms                                                      5
            2.7.2.  Means to Grant Authority                                   6
     2.8.  Fixing Record Date                                                  6
     2.9.  Conduct of Meetings                                                 7
     2.10. Action Without Meeting                                              7
            2.10.1. Consent                                                    7
            2.10.2. Record Date                                                7
            2.10.3. Effect                                                     7
            2.10.4. Notice                                                     8
     2.11. Shareholder List for Meeting                                        8

3.  DIRECTORS                                                                  8
     3.1.  Powers                                                              8
     3.2.  Number of Directors                                                 9
     3.3.  Election and Term of Office                                         9
            3.3.1.  Election of Directors                                      9
            3.3.2.  Term of Office                                             9
            3.3.3.  Consent                                                    9
     3.4.  Vacancies                                                           9
     3.5.  Resignation and Removal of Directors                               10
            3.5.1.  Resignation                                               10
            3.5.2.  Removal                                                   10
     3.6.  Place of Meetings                                                  10



                                      -3-



                                                                           
     3.7.  Regular Meetings                                                   10
     3.8.  Special Meetings -- Call and Notice                                10
     3.9.  Meetings by Telephone                                              11
     3.10. Quorum; Vote                                                       11
     3.11. Presumption of Assent                                              11
     3.12. Board Action Without a Meeting                                     11
     3.13. Compensation                                                       12

4.  COMMITTEES                                                                12
     4.1.  Creation of Committees                                             12
     4.2.  Committee Authority                                                12

5.  OFFICERS                                                                  13
     5.1.  Required Officers                                                  13
     5.2.  Election and Term of Office                                        13
     5.3.  Resignation and Removal of Officers                                13
     5.4.  Duties and Powers                                                  13
            5.4.1.  Chairperson                                               13
            5.4.2.  President                                                 14
            5.4.3.  Vice President                                            14
            5.4.4.  Secretary                                                 14
            5.4.5.  Assistant Secretary                                       14
            5.4.6.  Treasurer                                                 15
            5.4.7.  Assistant Treasurer                                       15
     5.5.  Compensation of Officers                                           15



                                      -4-



                                                                           
6. SHARE PROVISIONS                                                           15
     6.1.  Subscription for Shares Before Incorporation                       15
     6.2.  Issuance of Shares                                                 15
     6.3.  Liability for Shares Issued before Payment                         16
     6.4.  Certificates Evidencing Shares                                     16
     6.5.  Shares without Certificates                                        17
     6.6.  Lost Certificates                                                  17
     6.7.  Shareholders of Record                                             17
     6.8.  Distributions to Shareholders                                      17
7.  MISCELLANEOUS                                                             18
     7.1.  Corporate Records                                                  18
     7.2.  Financial Statements for Shareholders                              18
     7.3.  Corporate Seal                                                     19
     7.4.  Fiscal Year                                                        19
     7.5.  Checks, Notes and Drafts                                           19
     7.6.  Waiver of Notice                                                   19
            7.6.1.  By Shareholder                                            19
            7.6.2.  By Director                                               19
8.  AMENDMENT OF BYLAWS                                                       20



                                      -5-



                                     BYLAWS

                                       OF

                              ecom-division, Inc.

1.  CORPORATE OFFICES

     1.1.  Registered Office

            The address of the registered office of the Corporation shall be
5511 Staples Mill Road, Richmond, Virginia, 23228, and the registered agent at
such address shall be Edward R. Parker, Esq.

     1.2.  Other Offices

            The Corporation may also have other offices at such locations both
within and without the Commonwealth of Virginia as the Board of Directors may
from time to time determine or as the business of the Corporation may require.

2.  MEETINGS OF SHAREHOLDERS

     2.1.  Time

            Annual meetings of shareholders shall be held on the second Tuesday
of May, if not a legal holiday, and if a legal holiday, then on the next secular
day following, at 10:00 a.m., or on such other date and at such other time as
shall be designated from time to time by the Board of Directors and as shall be
stated in a notice of the meeting or a duly executed waiver of notice thereof.

     2.2.  Place

            All meetings of shareholders shall be held in the City of Virginia
Beach, in the Commonwealth of Virginia or at such other place within or without
Virginia as may be designated for that purpose from time to time by the Board of
Directors and stated in the notice of the meeting or a duly executed waiver of
notice thereof.

     2.3.  Notice

            2.3.1.  Time

                                      -6-



            The Corporation shall notify shareholders of the date, time, place
of each annual and special shareholders' meeting. Such notice shall be given no
less than 10 nor more than 60 days before the meeting date, except that notice
of a shareholders' meeting to act on an amendment of the Articles of
Incorporation, a plan of merger or share exchange, a proposed sale of assets
which must be approved by the shareholders, or the dissolution of the
Corporation, shall be given not less than 25 nor more than 60 days before the
meeting date. Unless otherwise required by the Articles of Incorporation or by
law, the Corporation is required to give notice only to shareholders entitled to
vote at the meeting.

            2.3.2.  Purposes of Meeting

            Unless otherwise required by the Articles of Incorporation or by
law, notice of an annual meeting need not state the purpose or purposes for
which the meeting is called. Notice of a special meeting shall state the purpose
or purposes for which the meeting is called.

            2.3.3.  Adjournment

            If an annual or special meeting is adjourned to a different date,
time, or place, notice need not be given if the new date, time, or place is
announced at the meeting before adjournment. If a new record date for the
adjourned meeting is fixed as specified in Section 2.8 of these Bylaws or by
law, however, notice of the adjourned meeting shall be given to persons who are
shareholders as of the new record date.

            2.3.4.  Exceptions

            Notwithstanding the foregoing, no notice of a shareholder meeting
need be given to a shareholder if (i) an annual report and proxy statements for
two consecutive annual meetings of shareholders or (ii) all, and at least two,
checks in payment of dividends or interest on securities during a twelve-month
period, have been sent by first-class United States mail, addressed to the
shareholder at his or her address as it appears on the share transfer books of
the Corporation, and returned undeliverable. The obligation of the Corporation
to give notice of shareholder meetings to any such shareholder shall be
reinstated once the Corporation has received a new address for such shareholder
for entry on its share transfer books.

            2.3.5.  Nominations; Proposals

            Nominations for the election of directors and proposals for
consideration at a meeting shall be made by the Board of Directors or by any
shareholder entitled to vote in elections of directors. However, any shareholder
entitled to vote in elections of directors may nominate one or more persons for
election as directors or may present a proposal for consideration at an annual
meeting only if written notice of such shareholder's intent to make such
proposal, nomination or nominations has been given, either by personal delivery
or by United States registered or certified mail, postage prepaid, to the
Secretary of the Corporation not later than 90 days prior to the date of

                                      -7-



the anniversary of the immediately preceding annual meeting. Each notice shall
set forth (i) the name and address of the shareholder who intends to make the
nomination or proposal and of the person or persons to be nominated, (ii) a
representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice or to present the proposal, (iii) a description of all arrangements,
understandings or relationships between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
proposal, nomination or nominations are to be made by the shareholder and (iv)
such other information regarding each nominee proposed by such shareholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to have been nominated, by the Board of Directors, and
shall include a consent signed by each such nominee to serve as a director of
the Corporation if so elected. The chairperson of the meeting may refuse to
acknowledge any proposal or the nomination of any person not made in compliance
with the foregoing procedure.

     2.4.  Special Meetings

            Special meetings of shareholders may be called by the Chairperson of
the Board of Directors, the President or by the Board of Directors. Only
business within the purpose or purposes described in the meeting notice may be
conducted at a special shareholder meeting.

     2.5.  Quorum

            2.5.1.  Requirement

            Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless otherwise provided by the Articles of Incorporation or by
law, a majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter. Once
a share is represented for any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or shall be set for the adjourned meeting.
Less than a quorum may adjourn a meeting.

            2.5.2.  Articles of Incorporation

            The Articles of Incorporation may provide for (i) a lesser or
greater quorum requirement for shareholders, but not less than one-third of the
shares eligible to vote, or voting groups of shareholders, or (ii) a greater
voting requirement for shareholders, or voting groups of shareholders, than is
provided in this Section 2.5.

            2.5.3.  Amendment to Articles of Incorporation

                                      -8-



            An amendment to the Articles of Incorporation that adds, changes, or
deletes a quorum or voting requirement shall meet the quorum requirement and be
adopted by the vote and voting groups required to take action under the quorum
and voting requirements then in effect.

     2.6.  Voting

            2.6.1.  Votes Per Share

            Unless provided otherwise by the Articles of Incorporation or by
law, each outstanding share, regardless of class, is entitled to one vote on
each matter voted on at a shareholders' meeting. Unless the Articles of
Incorporation provide otherwise, in the election of directors, each outstanding
share, regardless of class, is entitled to one vote for as many persons as there
are directors to be elected at that time and for whose election the shareholder
has a right to vote.

            2.6.2.  Signature

            If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder. If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of its
shareholder, the Corporation, if acting in good faith, is nevertheless entitled
to accept the vote, consent, waiver or proxy appointment and give it effect as
the act of the shareholder to the full extent permitted by law. The Corporation
is entitled to reject a vote, consent, waiver or proxy appointment if the
Secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has reasonable basis for doubt about the validity of the signature on it
or about the signatory's authority to sign for the shareholder.

            2.6.3.  Action on a Matter

            If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by the Articles of Incorporation
or by law. If the Articles of Incorporation or law provides for voting by a
single voting group on a matter, action on that matter is taken when voted upon
by that voting group as provided in this Section 2.6 or by law. If the Articles
of Incorporation or law provides for voting by two or more voting groups on a
matter, action on that matter is taken only when voted upon by each of those
voting groups counted separately as provided in this Section 2.6 or by law.
Action may be taken by one voting group on a matter even though no action is
taken by another voting group entitled to vote on the matter.

            2.6.4.  Election of Directors

                                      -9-



            Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

     2.7.   Proxies

            2.7.1.  Terms

            A shareholder may vote his or her shares in person or by proxy. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes. An appointment is valid for 11
months unless a longer period is expressly provided in the appointment form. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest. An irrevocable appointment is revoked when the interest with
which it is coupled is extinguished. The death or incapacity of the shareholder
appointing a proxy does not affect the right of the Corporation to accept the
proxy's authority unless notice of the death or incapacity is received by the
Secretary or other officer or agent authorized to tabulate votes before the
proxy exercises such proxy's authority under the appointment. Subject to any
express limitation on the proxy's authority appearing on the face of the
appointment form and other limitations provided by law, the Corporation is
entitled to accept the proxy's vote or other action as that of the shareholder
making the appointment. Any fiduciary who is entitled to vote any shares may
vote such shares by proxy.

            2.7.2.  Means to Grant Authority

            Without limiting the manner in which a shareholder may authorize
another person or persons to act for such shareholder as proxy pursuant to this
Section, the following shall constitute a valid means by which a shareholder may
grant such authority:

            A shareholder may execute a writing authorizing another person or
persons to act for such shareholder as proxy. Execution may be accomplished by
the shareholder or such shareholder's authorized officer, director, employee or
agent signing such writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature.

            A shareholder may authorize another person or persons to act for
such shareholder as proxy by transmitting or authorizing the transmission of a
telegram, cablegram or other means of electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which the inspectors of election can
determine that the telegram, cablegram or other electronic transmission was
authorized by the shareholder. If it is determined that such telegrams,

                                      -10-



cablegrams or other electronic transmissions are valid, the inspectors, or if
there are no inspectors, such other persons making that determination, shall
specify the information upon which they relied.

            Any copy, facsimile telecommunication or other reliable reproduction
of the writing or transmission created pursuant to this subsection may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.

     2.8.  Fixing Record Date

            The Board of Directors may fix a future date as the record date for
one or more voting groups in order to make a determination of shareholders for
any purpose. The record date may not be more than 70 days before the meeting or
action requiring a determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a shareholder meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

     2.9.  Conduct of Meetings

            The Chairperson shall preside over all meetings of the shareholders
as chairperson of the meeting. If the Chairperson is not present, the President,
or if the President is not present, the Vice President, if any (or if there be
more than one, the Vice Presidents in the order determined by the Board of
Directors, or if not so determined, in the order of their election), or if there
is no Vice President, the Treasurer, shall preside. If none of such officers is
present, a chairperson shall be elected by the meeting. The Secretary of the
Corporation shall act as secretary of all the meetings if the Secretary is
present. If the Secretary is not present, the chairperson shall appoint a
secretary of the meeting. The chairperson of the meeting may appoint one or more
inspectors of election to determine the qualification of voters, the validity of
proxies, and the results of ballots.

     2.10. Action Without Meeting

            2.10.1. Consent

            Action required or permitted to be taken at a shareholder meeting
may be taken without a meeting and without action by the Board of Directors if
the action is taken by all the shareholders entitled to vote on the action. The
action shall be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action, and
delivered to the Secretary of the Corporation for inclusion in the minutes or
filing with the corporate records. Any action taken by unanimous written consent
shall be effective according to its terms when all

                                      -11-



consents are in possession of the Corporation. A shareholder may withdraw
consent only by delivering a written notice of withdrawal to the Corporation
prior to the time that all consents are in the possession of the Corporation.
Action taken under this Section is effective as of the date specified therein
provided the consent states the date of execution by each shareholder.

            2.10.2. Record Date

            If not otherwise determined as specified in Section 2.8 of these
Bylaws or by law, the record date for determining shareholders entitled to take
action without a meeting is the date the first shareholder signs the consent
under Section 2.10.1 of these Bylaws.

            2.10.3. Effect

            A consent meeting the requirements of this Section 2.10 has the
effect of a unanimous vote of voting shareholders and may be described as such
in any document filed with the Virginia State Corporation Commission.

            2.10.4. Notice

            If notice of proposed action is required by law to be given to
nonvoting shareholders and the action is to be taken by unanimous consent of the
voting shareholders, the Corporation shall give its nonvoting shareholders
written notice of the proposed action at least 10 days before the action is
taken. The notice shall contain or be accompanied by the same material that by
law would have been required to be sent to nonvoting shareholders in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.

     2.11. Shareholder List for Meeting

            The officer or agent having charge of the share transfer books of
the Corporation shall make, at least 10 days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of and the number of shares
held by each. The list shall be arranged by voting group and within each voting
group by class or series of shares. For a period of 10 days prior to the
meeting, the list of shareholders shall be kept on file at the registered office
of the Corporation or at its principal office or at the office of its transfer
agent or registrar and shall be subject to inspection by any shareholder at any
time during usual business hours.

            Such list shall be produced and kept open at the time and place of
the meeting. The original share transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.

            If the requirements of this Section have not been substantially
complied

                                      -12-



with, the meeting shall, on the demand of any shareholder in person or by proxy,
be adjourned until the requirements are complied with. Refusal or failure to
prepare or make available the shareholder list does not affect the validity of
action taken at the meeting prior to the making of any such demand, but any
action taken by the shareholders after the making of any such demand shall be
invalid and of no effect.

3.  DIRECTORS

     3.1.  Powers

            All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation managed under the direction
of, the Board of Directors, subject to any limitation set forth in the Articles
of Incorporation.

     3.2.  Number of Directors

            The Board of Directors shall consist of not less than one (1) nor
more than ten (10) directors, as a majority of the Board of Directors shall
determine from time to time.

     3.3.  Election and Term of Office

            3.3.1.  Election of Directors

            Except as provided in Section 3.4 of these Bylaws, directors shall
be elected at the annual shareholders meeting.

            3.3.2.  Term of Office

            Each director shall hold office until such director's term expires
or until such director's earlier death, resignation or removal. Despite the
expiration of a director's term, such director continues to serve until such
director's successor is elected and qualifies or until there is a decrease in
the number of directors. A decrease in the number of directors does not shorten
an incumbent director's term. The terms of the directors expire at the next
annual shareholders meeting following their election.

            3.3.3.  Consent

            No individual shall be named or elected as a director without such
individual's prior consent.

     3.4.  Vacancies

            Unless the Articles of Incorporation provide otherwise, if a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number

                                      -13-



of directors, (1) the shareholders may fill the vacancy, (2) the Board of
Directors may fill the vacancy, or (3) if the directors remaining in office
constitute fewer than a quorum, they may fill the vacancy by the affirmative
vote of a majority of directors remaining in office. Unless the Articles of
Incorporation provide otherwise, if the vacant office was held by a director
elected by a voting group of shareholders, only the holders of that voting group
are entitled to vote to fill the vacancy if it is to be filled by the
shareholders. A vacancy that will occur at a specific later date may be filled
before the vacancy occurs but the new director may not take office until the
vacancy occurs.

     3.5.  Resignation and Removal of Directors

            3.5.1.  Resignation

            A director may resign at any time by delivering written notice to
the Board of Directors, the Chairperson, the President, or the Secretary. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date, the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date.

            3.5.2.  Removal

            The shareholders may remove one or more directors with or without
cause, unless the Articles of Incorporation provide that directors may be
removed only with cause. If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove such director. Unless the Articles of Incorporation require a
greater vote, a director may be removed if the number of votes cast to remove
such director constitutes a majority of the votes entitled to be cast at an
election of directors of the voting group or voting groups by which such
director was elected. A director may be removed by the shareholders only at a
meeting called for the purpose of removing such director and the meeting notice
must state that the purpose, or one of the purposes of the meeting, is the
removal of the director.

     3.6.  Place of Meetings

            The Board of Directors may hold regular or special meetings in or
out of the Commonwealth of Virginia.

     3.7.  Regular Meetings

            Unless the Articles of Incorporation provide otherwise, regular
meetings of the Board of Directors may be held, without notice of the date,
time, place, or purpose of the meeting, as may be designated from time to time
by resolution of the Board.

                                      -14-



     3.8.  Special Meetings -- Call and Notice

            Special meetings of the Board of Directors may be called at any time
by the Chairperson, or if the Chairperson is absent or unable or refuses to act,
by the President or Secretary, or by directors constituting at least one-third
of the full Board of Directors. Written notice of any special meeting shall be
given to each director at least one day prior thereto either personally or by
telegram, or at least five days prior thereto by mail, addressed to such
director at the director's address as it appears in the records of the
Corporation. Such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid, or when delivered
to the telegraph company if sent by telegram. The notice need not describe the
purpose of the special meeting unless required by the Articles of Incorporation.

     3.9.  Meetings by Telephone

            Unless the Articles of Incorporation provide otherwise, the Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

     3.10. Quorum; Vote

            Unless the Articles of Incorporation require a greater number for
the transaction of all business or any particular business, a quorum of a Board
of Directors consists of a majority of the number of directors in office
immediately before the meeting begins. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors unless the Articles of Incorporation require the vote of a
greater number of directors.

     3.11. Presumption of Assent

            A director who is present at a meeting of the Board of Directors or
a committee of the Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless (i) such director objects at the
beginning of the meeting, or promptly upon such director's arrival, to holding
it or to transacting specified business at the meeting, or (ii) such director
votes against, or abstains from, the action taken.

     3.12. Board Action Without a Meeting

            Unless the Articles of Incorporation provide otherwise, action
required or permitted by law to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board. The
action shall be

                                      -15-



evidenced by one or more written consents stating the action taken, signed by
each director either before or after the action taken, and included in the
minutes or filed with the corporate records reflecting the action taken. Action
taken under this Section 3.12 is effective when the last director signs the
consent unless the consent specifies a different effective date, in which event
the action taken is effective as of the date specified therein provided the
consent states the date of execution by each director. A consent signed under
this Section 3.12 has the effect of a meeting vote and may be described as such
in any document.

     3.13. Compensation

            Unless the Articles of Incorporation provide otherwise, the Board of
Directors may fix the compensation of directors and members of committees and
may provide for reimbursements for expenses. No such compensation shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.

4.  COMMITTEES

     4.1.  Creation of Committees

            Unless the Articles of Incorporation provide otherwise, the Board of
Directors may create one or more committees and appoint members of the Board of
Directors to serve on them. Each committee may have two or more members, who
serve at the pleasure of the Board of Directors. The creation of a committee and
appointment of members to it shall be approved by a majority of all the
directors in office when the action is taken. The same rules that govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the Board of Directors apply to committees and their
members as well.

     4.2.  Committee Authority

            To the extent specified by the Board of Directors or in the Articles
of Incorporation, each committee may exercise the authority of the Board of
Directors, except that a committee may not: (i) approve or recommend to
shareholders action that is required by law to be approved by shareholders; (ii)
fill vacancies on the Board or on any of its committees; (iii) amend the
Articles of Incorporation; (iv) adopt, amend, or repeal these Bylaws; (v)
approve a plan of merger not requiring shareholder approval; (vi) authorize or
approve a distribution, except according to a general formula or method
prescribed by the Board of Directors; or (vii) authorize or approve the issuance
or sale or contract for sale of shares, or determine the designation and
relative rights, preferences, and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee, or a senior
executive officer of the Corporation, to do so within limits specifically
prescribed by the Board of Directors.

                                      -16-



5.  OFFICERS

     5.1.  Required Officers

            The Corporation shall have a President and a Secretary and such
other officers as are appointed by the Board of Directors, including one or more
Vice Presidents, Assistant Secretaries or Assistant Treasurers, who shall,
unless these Bylaws otherwise provide, perform the duties prescribed by the
Board of Directors or by direction of an officer authorized by the Board of
Directors to prescribe the duties of other officers. The same individual may
simultaneously hold more than one office.

     5.2.  Election and Term of Office

            Each officer of the Corporation shall be elected by the Board of
Directors and shall serve until such officer's successor is elected, qualifies,
or until such officer's earlier death, resignation or removal. The Secretary and
Treasurer shall have the authority to appoint one or more Assistant Secretaries
or Assistant Treasurers, respectively. Election or appointment of an officer
shall not of itself create any contractual rights.

     5.3.  Resignation and Removal of Officers

            An officer may resign at any time by delivering notice to the
Corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the Corporation accepts the future date, the Corporation may fill
the pending vacancy before the effective date if the successor does not take
office until the effective date. The Board of Directors may remove any officer
or assistant officer at any time with or without cause and any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal of an officer shall not affect any such officer's contract
rights, if any, with the Corporation, nor shall the resignation of an officer
affect the Corporation's contract rights, if any, with such officer.

     5.4.  Duties and Powers

            5.4.1.  Chairperson

            The Chairperson shall be the presiding officer of the Corporation
and shall have such other authority and duties as the Board of Directors may
from time to time prescribe.

            5.4.2.  President

            The President shall be the chief executive officer of the
Corporation. The President shall have the responsibility for general and active
management and

                                      -17-



supervision of the activities of the Corporation, for ensuring that all orders
and resolutions of the Board of Directors are carried into effect, for
performing all other duties which are incidental to the office of President, and
for performing such other duties as the Board of Directors may from time to time
prescribe. The President shall have authority to enter into contracts on behalf
of the Corporation.

            5.4.3.  Vice President

            The Vice President (or if there be more than one, the Vice
Presidents in the order determined by the Board of Directors, or if not so
determined, in the order of their election) shall have the responsibility for
performing the duties and exercising the powers of the President in the absence
or disability of the President, and shall have the responsibility for performing
such other duties and shall have such other powers as the Board or the President
may from time to time prescribe.

            5.4.4.  Secretary

            The Secretary shall have the responsibility for preparing and
maintaining custody of minutes of director and shareholder meetings, for
authenticating records of the Corporation, for issuing proper notices of all
meetings, for maintaining the share transfer books, for performing all other
duties which are incident to the office of Secretary, and for performing such
other duties as prescribed by the Board of Directors or the President. The
Secretary shall have custody of the corporate seal of the Corporation, and the
Secretary, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by the
signature of the Secretary or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by such officer's signature.
The Secretary may also attest all instruments signed by the President or any
Vice President.

            5.4.5.  Assistant Secretary

            The Assistant Secretary or Assistant Secretaries shall have the
authority to affix the corporate seal to any instrument requiring it, and when
so affixed it may be attested by the signature of the Assistant Secretary. The
Assistant Secretary or Assistant Secretaries may also attest all instruments
signed by the President or any Vice President. The Assistant Secretary or
Assistant Secretaries shall have no authority, express or implied, except as
provided in these Bylaws.

            5.4.6.  Treasurer

            The Treasurer shall have the responsibility for collecting all
moneys due the Corporation and for maintaining custody of the funds of the
Corporation and for placing the same in such depositories in the name and to the
credit of the Corporation as may be approved by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as ordered by the Board of
Directors, shall keep accurate accounts of all receipts and disbursements, and
shall render to the President (and to the Board of

                                      -18-



Directors, when the Board of Directors so requires) an account of all
transactions and of the financial condition of the Corporation. The Treasurer
shall, at the discretion of the Board of Directors, furnish a satisfactory bond
in such sum as the Board of Directors shall prescribe. The Treasurer shall
perform such other duties as the Board of Directors or the President may from
time to time prescribe.

            5.4.7.  Assistant Treasurer

            The Assistant Treasurer shall, in the absence or disability of the
Treasurer, have the responsibility for performing the duties and exercising the
powers of the Treasurer, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

     5.5.  Compensation of Officers

            The Board of Directors may fix the compensation of officers and
provide for reimbursement of expenses.

6.  SHARE PROVISIONS

     6.1.  Subscription for Shares Before Incorporation

            A subscription for shares entered into before incorporation is
irrevocable for 6 months unless the subscription agreement provides otherwise or
all the subscribers agree to revocation. Shares issued pursuant to subscriptions
entered into before incorporation are fully paid and nonassessable when the
Corporation receives the consideration specified in the subscription agreement.

     6.2.  Issuance of Shares

            Any issuance of shares must be authorized by the Board of Directors.
Shares may be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the Corporation. A good faith determination by the Board of Directors that
the consideration received or to be received for the shares to be issued is
adequate is conclusive insofar as the adequacy of consideration relates to
whether the shares are validly issued, fully paid and nonassessable. When the
Board of Directors has made such a determination and the Corporation has
received the consideration, the shares issued therefor are fully paid and
nonassessable. Where it cannot be determined that outstanding shares are fully
paid and nonassessable, there shall be a conclusive presumption that such shares
are fully paid and nonassessable if the Board of Directors makes a good faith
determination that there is no substantial evidence that the full consideration
for such shares has not been paid.

                                      -19-



     6.3.  Liability for Shares Issued before Payment

            A purchaser of shares from the Corporation is not liable to the
Corporation with respect to the shares except to pay the consideration for which
the shares were authorized to be issued as provided in Section 6.2 or specified
in the subscription agreement under Section 6.1 of these Bylaws.

     6.4.  Certificates Evidencing Shares

            Shares may but need not be represented by certificates. Each share
certificate shall state on its face (i) the name of the Corporation and that the
Corporation is organized under the law of the Commonwealth of Virginia, (ii) the
name of the person to whom issued, and (iii) the number and class of shares and
the designation of the series, if any, that the certificate represents. If the
Corporation is authorized to issue different classes of shares or different
series within a class, the designations, relative rights, preferences, and
limitations applicable to each class and the variations in rights, preferences,
and limitations determined for each series (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate for shares of such class or series.
Alternatively, each certificate may state conspicuously on its front or back
that the Corporation will furnish the shareholder this information on request in
writing and without charge. Each share certificate shall be signed (i) by the
Chairperson, if any, or the President or a Vice President and by the Secretary
or Assistant Secretary or Treasurer or Assistant Treasurer or (ii) by the Board
of Directors, and each such share certificate may bear the corporate seal or its
facsimile. Any or all of the signatures on the certificates may be facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar on the date of issue.

     6.5.  Shares without Certificates

            Unless the Articles of Incorporation provide otherwise, the Board of
Directors may authorize the issue of some or all of the shares of any or all of
its classes or series without certificates. Within a reasonable time after the
issue or transfer of shares without certificates, the Corporation shall send the
shareholder a written statement of the information required on certificates by
law and by Section 6.4 of these Bylaws.

     6.6.  Lost Certificates

            The Board of Directors or the President may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit

                                      -20-



of that fact by the person claiming the certificates for shares to have been
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or such owner's legal representative (1) to
advertise the same in such manner as it shall require and/or (2) to give the
Corporation a bond in such sum as it may direct as indemnity or otherwise to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.

     6.7.  Shareholders of Record

            The Corporation shall be entitled to recognize the exclusive right
of a person or entity shown by the records of the Corporation to be the owner of
shares of its outstanding capital stock, to vote such shares, to receive
dividends and notifications, and to exercise all the rights and powers of an
owner; and the Corporation shall not be bound to recognize any equitable or
other claim or interest in such shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by law.

     6.8.  Distributions to Shareholders

            The Board of Directors may authorize and the Corporation may make
distributions to its shareholders, subject to restrictions in the Articles of
Incorporation and the limitations in this Section 6.8. If the Board of Directors
does not fix the record date for determining shareholders entitled to a
distribution, other than one involving a repurchase or reacquisition of shares,
it is the date the Board of Directors authorizes the distribution. No
distribution may be made if, after giving it effect (i) the Corporation would
not be able to pay its debts as they become due in the usual course of business;
or (ii) the Corporation's total assets would be less than the sum of its total
liabilities plus (unless the Articles of Incorporation permit otherwise) the
amount that would be needed, if the Corporation were to be dissolved at the time
of the distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution. The Board of Directors may base a determination that a
distribution is not prohibited under this Section 6.8 either on financial
statements prepared on the basis of accounting practices and principles that are
reasonable in the circumstances or on a fair valuation or other method that is
reasonable in the circumstances.

7.  MISCELLANEOUS

     7.1.  Corporate Records

            The Corporation shall keep as permanent records minutes of all
meetings of the shareholders and the Board of Directors, a record of all actions
taken by the

                                      -21-



shareholders or the Board of Directors without a meeting and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation. The Corporation shall maintain
appropriate accounting records. The Corporation or its agent shall maintain a
record of the shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by class and
series, if any, of shares showing the number and class and series, if any, of
shares held by each. The Corporation shall keep a copy of those records required
by law.

     7.2.  Financial Statements for Shareholders

            If requested in writing by any shareholder, the Corporation shall
furnish the shareholder with the financial statements for the most recent fiscal
year, which may be consolidated or combined statements of the Corporation and
one or more of its subsidiaries, as appropriate, that include a balance sheet as
of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the Corporation on the basis of generally accepted
accounting principles, the annual financial statements must also be prepared on
that basis.

            If the annual financial statements are reported on by a public
accountant, such report must accompany them. If the annual financial statements
are not reported on by a public accountant, the President or the person
responsible for the Corporation's accounting records shall provide the
shareholders with a statement of the basis of accounting used in preparation of
the annual financial statements and a description of any respects in which the
statements were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year.

     7.3.  Corporate Seal

            The seal of the Corporation shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words "Corporate Seal"
and "Virginia," and shall be in such form as shall be approved from time to time
by the Board of Directors. The seal, or a facsimile of it, may be used by
impressing or affixing it or in any other manner reproducing it.

     7.4.  Fiscal Year

            The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.

     7.5.  Checks, Notes and Drafts

            Checks, notes, drafts, and other orders for the payment of money
shall be

                                      -22-



signed by such person or persons as the Board of Directors may from time to time
designate. The signature of any such person or persons may be a facsimile when
authorized by the Board of Directors.

     7.6.  Waiver of Notice

            7.6.1.  By Shareholder

            A shareholder may waive any notice required by law, the Articles of
Incorporation or these Bylaws before or after the date and time of the meeting
that is the subject of such notice. The waiver shall be in writing, signed by
the shareholder entitled to the notice, and delivered to the Secretary for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting (i) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting; and (ii)
waives objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.

            7.6.2.  By Director

            A director may waive any notice required by law, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice, and such waiver shall be equivalent to the giving of such notice. Except
as provided in this Section 7.6.2, the waiver shall be in writing, signed by the
director entitled to the notice, and filed with the minutes or corporate
records. A director's attendance at or participation in a meeting waives any
required notice to such director of the meeting unless the director at the
beginning of the meeting or promptly upon such director's arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

8.  AMENDMENT OF BYLAWS

            Unless proscribed by the Articles of Incorporation, these Bylaws may
be amended or altered at any meeting of the Board of Directors by affirmative
vote of a majority of the number of Directors fixed by or pursuant to these
Bylaws. The shareholders entitled to vote in respect of the election of
Directors, however, shall have the power to amend or repeal any Bylaws and to
enact Bylaws which, if expressly so provided, may not be amended or repealed by
the Board of Directors.

                                        Adopted by the Board of Directors on
                                        January 12, 2000

                                      -23-




                                        By: /s/ Raymond Schilling
                                           -------------------------------------
                                           Raymond Schilling
                                           Secretary

                                      -24-

EX-3.23A

                                                                   Exhibit 3.23a

                            CERTIFICATE OF FORMATION

                                       OF

                       GLOBAL IMAGING FINANCE COMPANY, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of Delaware (particularly Chapter 18, Title 6 Section 18-201 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

     FIRST:  The name of the limited liability company (hereinafter the
"limited liability company") is Global Imaging Finance Company, LLC.

     SECOND: The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained under Section 18-104 of the Delaware Limited Liability Company Act
are The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD:  This Certificate of Formation shall be effective as of April 1,
2002.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on March 20, 2002.


                                        By: /s/ Christopher J. Hagan
                                           -------------------------------------
                                           Authorized Person

EX-3.23B

                                                                   Exhibit 3.23b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                       GLOBAL IMAGING FINANCE COMPANY, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                       GLOBAL IMAGING FINANCE COMPANY, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Global
Imaging Finance Company, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Global
Imaging Systems, Inc., a Delaware corporation ("Global"), and the administration
and termination of the Company shall be governed by the Agreement and the Act.
The Agreement shall be considered the "Limited Liability Company Agreement" of
the Company within the meaning of the Act. To the extent this Agreement is
inconsistent in any respect with the Act, this Agreement shall control.

          2.   Members. Global is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Global Imaging Finance
Company, LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Delaware shall be initially at
The Corporate Trust Company, 1209 Orange Street, Wilmington, County of New
Castle, Delaware, 19801, and shall thereafter be as the managers may designate
from time to time. The Company may have such other offices as the managers may
designate from time to time. The principal business and mailing address of the
Company shall be 275 Read Street, Portland, Maine 04104.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers



shall have the authority to act on behalf of, bind, and execute and deliver
documents in the name and on behalf of the Company. Such delegation of authority
shall not cause the Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
three managers and initially shall be four managers, but the authorized number
of managers may be increased by manager resolution. Managers need not be
residents of the State of Delaware. Each manager shall hold office for the full
term for which such manager is elected, which term shall be specified in the
vote or resolution of the Member or, if not so specified and in each case, until
such manager's successor shall have been duly elected and qualified or until his
or her earlier death or resignation or removal in accordance with this
Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

                                Thomas S. Johnson

                                Raymond Schilling

                                Peter Dinan

                                Carl D. Thoma

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Delaware,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of Delaware,
at such hour and on such day as may be fixed by resolution of the managers,
without further notice of such meetings. The time or place of holding regular
meetings of the managers may be changed by the Chairman or the President of the
Company by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Delaware as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the



meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Delaware are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Delaware. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers)



to engage or invest, directly or indirectly, in any business activity or venture
of any nature or description, including those that may be the same as or similar
to the Company's business and in direct competition therewith, or to invest in
the same business activity or venture as those in which the Company has
invested, and no Member or the Managers shall have any obligation to offer any
such business activity or venture to the Company. Neither the Company nor the
Member shall have any right, by virtue of this Agreement or the relationship
created hereunder, in such investments or to such other activities or ventures,
and such activities or ventures, even if the same are directly competitive with
the business of the Company, shall not be deemed wrongful or improper,
manifestly unreasonable or a breach of any duty imposed on the Member or the
Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the
capital of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall



be reflected in an appropriate amendment to this Agreement that is approved by
all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital Contributions such Member has agreed to make to the
Company and such Member's share of the assets (including undistributed revenues)
of the Company; and in all events, a Member shall be liable and obligated to
make payments of its Capital Contributions only as and when such payments are
due in accordance with the terms of this Agreement. No Member shall be required
to make any loans to the Company. The Company shall indemnify and hold harmless
a Member in the event a Member becomes liable, notwithstanding the preceding
sentence, for any debt, liability, contract or other obligation of the Company
except to the extent expressly provided in the first sentence of this Section
13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall



be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                               MEMBER

                               Global Imaging Systems, Inc.,
                               a Delaware corporation


                               By: /s/ Thomas S. Johnson
                                  ----------------------------------------------
                                  Name:  Thomas S. Johnson
                                  Title: President and CEO


                               COMPANY

                               Global Imaging Finance Company, LLC,
                               a Delaware limited liability company


                               By: /s/ Raymond Schilling
                                  ----------------------------------------------
                                  Name:  Raymond Schilling
                                  Title: Vice President, Secretary and Treasurer



                                    EXHIBIT A

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Global Imaging Finance Company



Amendment of the Operating Agreement dated May 15, 2003

     RESOLVED, that the Operating Agreement is hereby amended by deleting
Section 3 of the Operating Agreement in its entirety and is replaced with the
following:

                    "3.  Purpose. The Company is formed for the
               object and purpose of, and the nature of the
               business is, engaging in any lawful business or
               activity permitted to be engaged in by a limited
               liability company pursuant to the Act and engaging
               in any and all activities necessary, convenient,
               desirable or incident to the foregoing, including,
               without limitation, guaranteeing the obligations
               of the Member or the Member's ultimate parent,
               Global Imaging Systems, Inc."

EX-3.24A

                                                                   Exhibit 3.24a

                            CERTIFICATE OF FORMATION

                                       OF

                         GLOBAL IMAGING OPERATIONS, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of Delaware (particularly Chapter 18, Title 6 Section 18-201 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "Delaware Limited Liability Company
Act"), hereby certifies that:

     FIRST:  The name of the limited liability company (hereinafter the "limited
liability company") is Global Imaging Operations, LLC.

     SECOND: The address of the registered office and the name and the address
of the registered agent of the limited liability company required to be
maintained under Section 18-104 of the Delaware Limited Liability Company Act
are The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     THIRD:  This Certificate of Formation shall be effective as of April 1,
2002.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on March 20, 2002.


                                        By:     /s/ Christopher J. Hagan
                                           -------------------------------------
                                                    Authorized Person

EX-3.24B

                                                                   Exhibit 3.24b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                         GLOBAL IMAGING OPERATIONS, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                         GLOBAL IMAGING OPERATIONS, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Global
Imaging Operations, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Global
Imaging Systems, Inc., a Delaware corporation ("Global"), and the administration
and termination of the Company shall be governed by the Agreement and the Act.
The Agreement shall be considered the "Limited Liability Company Agreement" of
the Company within the meaning of the Act. To the extent this Agreement is
inconsistent in any respect with the Act, this Agreement shall control.

          2.   Members. Global is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Global Imaging Operations,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Delaware shall be initially at
The Corporate Trust Company, 1209 Orange Street, Wilmington, County of New
Castle, Delaware, 19801, and shall thereafter be as the managers may designate
from time to time. The Company may have such other offices as the managers may
designate from time to time. The principal business and mailing address of the
Company shall be 919 Springer Drive, Lombard, Illinois 60148.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name



and on behalf of the Company. Such delegation of authority shall not cause the
Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
three managers and initially shall be four managers, but the authorized number
of managers may be increased by manager resolution. Managers need not be
residents of the State of Delaware. Each manager shall hold office for the full
term for which such manager is elected, which term shall be specified in the
vote or resolution of the Member or, if not so specified and in each case, until
such manager's successor shall have been duly elected and qualified or until his
or her earlier death or resignation or removal in accordance with this
Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

               Thomas S. Johnson

               Raymond Schilling

               Peter Dinan

               Carl D. Thoma

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Delaware,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of Delaware,
at such hour and on such day as may be fixed by resolution of the managers,
without further notice of such meetings. The time or place of holding regular
meetings of the managers may be changed by the Chairman or the President of the
Company by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Delaware as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.



          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Delaware are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Delaware. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in



which the Company has invested, and no Member or the Managers shall have any
obligation to offer any such business activity or venture to the Company.
Neither the Company nor the Member shall have any right, by virtue of this
Agreement or the relationship created hereunder, in such investments or to such
other activities or ventures, and such activities or ventures, even if the same
are directly competitive with the business of the Company, shall not be deemed
wrongful or improper, manifestly unreasonable or a breach of any duty imposed on
the Member or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the
capital of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital



Contributions such Member has agreed to make to the Company and such Member's
share of the assets (including undistributed revenues) of the Company; and in
all events, a Member shall be liable and obligated to make payments of its
Capital Contributions only as and when such payments are due in accordance with
the terms of this Agreement. No Member shall be required to make any loans to
the Company. The Company shall indemnify and hold harmless a Member in the event
a Member becomes liable, notwithstanding the preceding sentence, for any debt,
liability, contract or other obligation of the Company except to the extent
expressly provided in the first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                               MEMBER

                               Global Imaging Systems, Inc.,
                                 a Delaware corporation


                               By:    /s/ Thomas S. Johnson
                                  ----------------------------------------------
                                  Name:  Thomas S. Johnson
                                  Title: President and CEO


                               COMPANY

                               Global Imaging Operations, LLC,
                                 a Delaware limited liability company


                               By:    /s/ Raymond Schilling
                                  ----------------------------------------------
                                  Name:  Raymond Schilling
                                  Title: Vice President, Secretary and Treasurer



                                    EXHIBIT A

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Global Imaging Operations, Inc.



Amendment of the Operating Agreement dated May 15, 2003

     RESOLVED, that the Operating Agreement is hereby amended by deleting
Section 3 of the Operating Agreement in its entirety and is replaced with the
following:

                    "3.  Purpose. The Company is formed for the
               object and purpose of, and the nature of the
               business is, engaging in any lawful business or
               activity permitted to be engaged in by a limited
               liability company pursuant to the Act and engaging
               in any and all activities necessary, convenient,
               desirable or incident to the foregoing, including,
               without limitation, guaranteeing the obligations
               of the Member or the Member's ultimate parent,
               Global Imaging Systems, Inc."

EX-3.27A

                                                                   Exhibit 3.27a

                            ARTICLES OF ORGANIZATION
                                       OF
                          MODERN BUSINESS MACHINES, LLC

          Pursuant to the Alabama Limited Liability Company Act (the "Act"), the
undersigned hereby adopts the following articles of organization.

                                    Article I

          The name of the limited liability company (the "Company") is "Modern
Business Machines, LLC."

                                   Article II

          The purpose of the Company is to engage in any lawful act or activity
for which limited liability companies may be organized under the Act.

                                   Article III

          The street address of the registered office of the Company is 2000
Interstate Park Drive, Suite 204, Montgomery, Alabama 36189 and the name of the
registered agent of the Company at that office is the Corporate Company.

                                   Article IV

          The names of the initial member is Global Imaging Systems, Inc., and
its address is 3820 North Dale Boulevard, Suite 200A, Tampa, Florida 33624. The
name of the organizer of the Company is Christopher J. Hagan and his address is
c/o Hogan & Hartson L.L.P., 555 13/th/ St., N.W., Washington, D.C. 20004.

                                    Article V

          The names and addresses of the managers who are to serve until the
first annual meeting of members or until their successors are elected and
qualify are:

Name                            Address

Thomas S. Johnson               c/o Global Imaging Systems, Inc.
                                3820 North Dale Boulevard
                                Suite 200A
                                Tampa, Florida 33624



Raymond Schilling               c/o Global Imaging Systems, Inc.
                                3820 North Dale Boulevard
                                Suite 200A
                                Tampa, Florida 33624
Raymond Echols                  c/o Berney Office Solutions, LLC
                                209 Gunn Road
                                Montgomery, AL  36117

                                   Article VII

          The Company was converted from an Alabama corporation pursuant to
Section 10-15-3 of the Alabama Business Entities Conversion and Merger Act (the
"Conversion"). The former name of the converting entity was Modern Business
Machines, Inc. The Conversion was approved pursuant to Section 10-15-3 of the
Alabama Business Entities Conversion and Merger Act by written consent of the
sole stockholder of Modern Business Machines, Inc. on May 14, 2002.

                                  Article VIII

          These Articles of Organization, as well as the Conversion, shall be
effective on June 1, 2002.

                                   Article IX

          The address of the public office where these Articles of Organization,
are being filed is the Judge of Probate, Montgomery County, P.O. Box 223,
Montgomery, Alabama, 36101-0223 and the Articles of Dissolution of Modern
Business Machines, Inc., are being filed is the Judge of Probate for Shelby
County, Main Street, Columbiana, Alabama 35051



          IN WITNESS THEREOF, the undersigned sole member executed these
Articles of Organization on the date first set forth above.


                                        By: /s/ Christopher J. Hagan
                                           -------------------------------------
                                           Christopher J. Hagan
                                           Organizer

EX-3.27B

                                                                   Exhibit 3.27b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          MODERN BUSINESS MACHINES, LLC

                      AN ALABAMA LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          MODERN BUSINESS MACHINES, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Modern
Business Machines, LLC (the "Company") is effective as of June 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the Alabama
Limited Liability Company Act, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Berney
Office Solutions, LLC, an Alabama limited liability company ("Berney"), and the
administration and termination of the Company shall be governed by the Agreement
and the Act. The Agreement shall be considered the "Limited Liability Company
Agreement" of the Company within the meaning of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall
control.

          2.   Members. Berney is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Modern Business Machines,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Alabama shall be initially at
The Corporate Company, 2000 Interstate Park Drive, Suite 204 Montgomery,
Alabama, 36109 and shall thereafter be as the managers may designate from time
to time. The Company may have such other offices as the managers may designate
from time to time. The principal business and mailing address of the Company
shall be 209 Gunn Road, Montgomery, Alabama 36117.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Alabama and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers

2



shall have the authority to act on behalf of, bind, and execute and deliver
documents in the name and on behalf of the Company. Such delegation of authority
shall not cause the Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at
least three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of Alabama. Each
manager shall hold office for the full term for which such manager is elected,
which term shall be specified in the vote or resolution of the Member or, if not
so specified and in each case, until such manager's successor shall have been
duly elected and qualified or until his or her earlier death or resignation or
removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

                                Thomas S. Johnson

                                Raymond Schilling

                                Raymond Echols

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Alabama,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of Alabama, at
such hour and on such day as may be fixed by resolution of the managers, without
further notice of such meetings. The time or place of holding regular meetings
of the managers may be changed by the Chairman or the President of the Company
by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Alabama as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required

3



by law, one manager shall constitute a quorum for the transaction of business.
Except as otherwise provided by law or in this Agreement, all questions shall be
decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Alabama are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Alabama. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in

4



which the Company has invested, and no Member or the Managers shall have any
obligation to offer any such business activity or venture to the Company.
Neither the Company nor the Member shall have any right, by virtue of this
Agreement or the relationship created hereunder, in such investments or to such
other activities or ventures, and such activities or ventures, even if the same
are directly competitive with the business of the Company, shall not be deemed
wrongful or improper, manifestly unreasonable or a breach of any duty imposed on
the Member or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities,

5



contracts or other obligations of the Company except to the extent of any unpaid
Capital Contributions such Member has agreed to make to the Company and such
Member's share of the assets (including undistributed revenues) of the Company;
and in all events, a Member shall be liable and obligated to make payments of
its Capital Contributions only as and when such payments are due in accordance
with the terms of this Agreement. No Member shall be required to make any loans
to the Company. The Company shall indemnify and hold harmless a Member in the
event a Member becomes liable, notwithstanding the preceding sentence, for any
debt, liability, contract or other obligation of the Company except to the
extent expressly provided in the first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Alabama without regard to otherwise governing principles of conflicts of law.

6



          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

                                    MEMBER

                                    Berney Office Solutions, LLC
                                    an Alabama limited liability company


                                    By: /s/ Raymond Echols
                                       -----------------------------------------
                                       Name:  Raymond Echols
                                       Title: President and an Authorized Person


                                    COMPANY

                                    Modern Business Machines, LLC
                                    an Alabama limited liability company


                                    By: /s/ Michael T. Smith
                                       -----------------------------------------
                                       Name:  Michael T. Smith
                                       Title: President and an Authorized Person




                                    EXHIBIT A

                              PROPERTY CONTRIBUTED

          The Member's shares of and basis in all or the outstanding shares of
the capital stock of Modern Business Machines, Inc.

8

EX-3.28A

                                                                   Exhibit 3.28a

                            ARTICLES OF ORGANIZATION
                                       OF
                              N&L ENTERPRISES, LLC

          Pursuant to the Alabama Limited Liability Company Act (the "Act"), the
undersigned hereby adopts the following articles of organization.

                                    Article I

          The name of the limited liability company (the "Company") is "N&L
Enterprises, LLC."

                                   Article II

          The purpose of the Company is to engage in any lawful act or activity
for which limited liability companies may be organized under the Act.

                                   Article III

          The street address of the registered office of the Company is 2000
Interstate Park Drive, Suite 204, Montgomery, Alabama 36189 and the name of the
registered agent of the Company at that office is the Corporate Company.

                                   Article IV

          The names of the initial member is Global Imaging Systems, Inc., and
its address is 3820 North Dale Boulevard, Suite 200A, Tampa, Florida 33624. The
name of the organizer of the Company is Christopher J. Hagan and his address is
c/o Hogan & Hartson L.L.P., 555 13/th/ St., N.W., Washington, D.C. 20004.

                                    Article V

          The names and addresses of the managers who are to serve until the
first annual meeting of members or until their successors are elected and
qualify are:

Name                            Address

Thomas S. Johnson               c/o Global Imaging Systems, Inc.
                                3820 North Dale Boulevard
                                Suite 200A
                                Tampa, Florida 33624
Raymond Schilling               c/o Global Imaging Systems, Inc.
                                3820 North Dale Boulevard
                                Suite 200A
                                Tampa, Florida 33624



Raymond Echols                  c/o Global Imaging Systems, Inc.
                                3820 North Dale Boulevard
                                Suite 200A
                                Tampa, Florida 33624

                                   Article VII

          The Company was converted from an Alabama corporation pursuant to
Section 10-15-3 of the Alabama Business Entities Conversion and Merger Act (the
"Conversion"). The former name of the converting entity was N&L Enterprises,
Inc. The Conversion was approved pursuant to Section 10-15-3 of the Alabama
Business Entities Conversion and Merger Act by written consent of the sole
stockholder of N&L Enterprises, Inc. on March 12, 2002.

                                  Article VIII

          These Articles of Organization, as well as the Conversion, shall be
effective on April 1, 2002.

                                   Article IX

          The address of the public office where these Articles of Organization,
as well as the Articles of Dissolution of N&L Enterprises, Inc., are being filed
is the Judge of Probate for Madison County, 100 North Side Square, Huntsville,
Alabama, 35801.



          IN WITNESS THEREOF, the undersigned sole member executed these
Articles of Organization on the date first set forth above.


                                        By: /s/ Christopher J. Hagan
                                           -------------------------------------
                                           Organizer

EX-3.28B

                                                                   Exhibit 3.28b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                              N&L ENTERPRISES, LLC

                      AN ALABAMA LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              N&L ENTERPRISES, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of N&L
Enterprises, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the Alabama
Limited Liability Company Act, as it may be amended from time to time, and any
successor to such statute (the "Act"). The rights and obligations of Berney,
Inc., an Alabama corporation ("Berney"), and the administration and termination
of the Company shall be governed by the Agreement and the Act. The Agreement
shall be considered the "Limited Liability Company Agreement" of the Company
within the meaning of the Act. To the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control.

          2.   Members. Berney is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be N&L Enterprises, LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Alabama shall be initially at
The Corporate Company, 2000 Interstate Park Drive, Suite 204 Montgomery,
Alabama, 36109 and shall thereafter be as the managers may designate from time
to time. The Company may have such other offices as the managers may designate
from time to time. The principal business and mailing address of the Company
shall be 2950 Drake Avenue, Huntsville, Alabama 35804.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Alabama and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name

2



and on behalf of the Company. Such delegation of authority shall not cause the
Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of Alabama. Each
manager shall hold office for the full term for which such manager is elected,
which term shall be specified in the vote or resolution of the Member or, if not
so specified and in each case, until such manager's successor shall have been
duly elected and qualified or until his or her earlier death or resignation or
removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

                                Thomas S. Johnson

                                Raymond Schilling

                                Raymond Echols

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Alabama,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of Alabama, at
such hour and on such day as may be fixed by resolution of the managers, without
further notice of such meetings. The time or place of holding regular meetings
of the managers may be changed by the Chairman or the President of the Company
by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Alabama as may be stated in the notice of
the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as

3



otherwise provided by law or in this Agreement, all questions shall be decided
by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Alabama are amended after
the date of this Agreement to authorize action further eliminating or limiting
the personal liability of managers, then the liability of a manager of the
Company, in addition to the limitation on personal liability provided herein,
shall be limited to the full extent permitted by the amended laws of the State
of Alabama. Any repeal or modification of this Section 7(m) by the Member shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in which the Company has invested, and no Member or the Managers shall
have any obligation to

4



offer any such business activity or venture to the Company. Neither the Company
nor the Member shall have any right, by virtue of this Agreement or the
relationship created hereunder, in such investments or to such other activities
or ventures, and such activities or ventures, even if the same are directly
competitive with the business of the Company, shall not be deemed wrongful or
improper, manifestly unreasonable or a breach of any duty imposed on the Member
or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital

5



Contributions such Member has agreed to make to the Company and such Member's
share of the assets (including undistributed revenues) of the Company; and in
all events, a Member shall be liable and obligated to make payments of its
Capital Contributions only as and when such payments are due in accordance with
the terms of this Agreement. No Member shall be required to make any loans to
the Company. The Company shall indemnify and hold harmless a Member in the event
a Member becomes liable, notwithstanding the preceding sentence, for any debt,
liability, contract or other obligation of the Company except to the extent
expressly provided in the first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Alabama without regard to otherwise governing principles of conflicts of law.

6



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                               MEMBER

                               Berney, Inc.,
                               an Alabama corporation


                               By: /s/ Thomas S. Johnson
                                  ----------------------------------------------
                                  Name:  Thomas S. Johnson
                                  Title: Chairman


                               COMPANY

                               N&L Enterprises, LLC,
                               an Alabama limited liability company


                               By: /s/ Raymond Schilling
                                  ----------------------------------------------
                                  Name:  Raymond Schilling
                                  Title: Vice President, Secretary and Treasurer



                                    EXHIBIT A

                              PROPERTY CONTRIBUTED

          The Member's shares of and basis in all or the outstanding shares of
the capital stock of N&L Enterprises, Inc.

8

EX-3.29A

                                                                   Exhibit 3.29a

                      RESTATED CERTIFICATE OF ORGANIZATION
                                       OF
                          NORTHEAST COPIER SYSTEMS, LLC


     Pursuant to the provisions of Section 19 of the Massachusetts Limited
Liability Company Act, M.G.L. c. 156C (the "Act"), the undersigned submits the
following Restated Certificate of Organization of Northeast Copier Systems, LLC.

     FIRST: Federal Employer Identification Number. The federal employer
identification number has been applied for.

     SECOND: Name of the Limited Liability Company. The name of the limited
liability company (the "Company") is NORTHEAST COPIER SYSTEMS, LLC.

     THIRD: Date of Filing of the Original Certificate. The date of filing of
the original Certificate of Organization is March 11, 2002.

     FOURTH: Office of the Limited Liability Company & Agent for Service of
Process. The address of the registered office and the name and address of the
registered agent of the Company required to be maintained under Section 5 of the
Act are CT Corporation System, 101 Federal Street, Boston, Massachusetts 02110.

     FIFTH: Business of the Company. The Company is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Company are all things necessary in the manufacture, sale, lease, purchase and
repair of electronic office equipment as well as any and all support items to be
used with or in conjunction with business and/or office equipment machines of
every kind and nature; and all other purposes permitted by law (including the
issuance of guaranties).

     SIXTH: Date of Dissolution. The Company shall have no specific date of
dissolution.

     SEVENTH: Managers. The Managers of the Company are Thomas S. Johnson,
Raymond Schilling and Peter W. Dinan.

     EIGHTH: Execution of Documents (Secretary of the Commonwealth). Christopher
J. Hagan and the Managers are the only persons who are authorized to execute any
documents to be filed with the Secretary of the Commonwealth of Massachusetts.

     NINTH: Execution of Recordable Instruments. The Managers are the only
persons who are authorized to execute, acknowledge, deliver and record any
recordable instrument purporting to affect an interest in real property, whether
to be recorded with a registry of deeds or a district office of the land court.



     TENTH: Amendments effected by this Restated Certificate of Organization.
There are no amendments to the Certificate of Organization of the Company,
effected by this Restated Certificate of Organization.

     IN WITNESS WHEREOF, the undersigned hereby affirms under the penalties of
perjury that the facts stated herein are true and hereby executes this Restated
Certificate of Organization in accordance with M.G.L. c. 156C Section 19, as of
the 15th day of May, 2003.


                                              By:     /s/  Raymond Schilling
                                                 -------------------------------
                                                        RAYMOND SCHILLING
                                                             MANAGER



                                        2

EX-3.29B

                                                                   Exhibit 3.29b
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          NORTHEAST COPIER SYSTEMS, LLC

                    A MASSACHUSETTS LIMITED LIABILITY COMPANY





                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                          NORTHEAST COPIER SYSTEMS, LLC


          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of
Northeast Copier Systems, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the
Massachusetts Limited Liability Company Act, as it may be amended from time to
time, and any successor to such statute (the "Act"). The rights and obligations
of Conway Office Products, Inc., a New Hampshire corporation ("Conway"), and the
administration and termination of the Company shall be governed by the Agreement
and the Act. The Agreement shall be considered the "Limited Liability Company
Agreement" of the Company within the meaning of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall
control.

          2.   Members. Conway is the sole Member of the Company (the "Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Northeast Copier Systems,
LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of Massachusetts shall be initially
at CT Corporation System, 101 Federal Street, Boston, Massachusetts, 02110, and
shall thereafter be as the managers may designate from time to time. The Company
may have such other offices as the managers may designate from time to time. The
principal business and mailing address of the Company shall be 23 Birch Street,
Milford, Massachusetts 01757.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Massachusetts and shall continue in existence in perpetuity unless
its business and affairs are earlier wound up following dissolution at such time
as this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers

2



shall have the authority to act on behalf of, bind, and execute and deliver
documents in the name and on behalf of the Company. Such delegation of authority
shall not cause the Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The number of managers of the
Company shall be between one and three managers, but the authorized number of
managers may be increased by manager resolution. Managers need not be residents
of the State of Massachusetts. Each manager shall hold office for the full term
for which such manager is elected, which term shall be specified in the vote or
resolution of the Member or, if not so specified and in each case, until such
manager's successor shall have been duly elected and qualified or until his or
her earlier death or resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial manager of the Company shall be
Raymond Schilling. On April 2, 2002 the managers shall be as follows:

                          Thomas S. Johnson

                          Raymond Schilling

                          Peter W. Dinan

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of
Massachusetts, at whatever place is specified by the person or persons calling
the meeting. In the absence of a specific designation, the meetings shall be
held at the principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of
Massachusetts, at such hour and on such day as may be fixed by resolution of the
managers, without further notice of such meetings. The time or place of holding
regular meetings of the managers may be changed by the Chairman or the President
of the Company by giving written notice thereof as provided in Section 7(g)
hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Massachusetts as may be stated in the
notice of the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting

3



for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of Massachusetts are amended
after the date of this Agreement to authorize action further eliminating or
limiting the personal liability of managers, then the liability of a manager of
the Company, in addition to the limitation on personal liability provided
herein, shall be limited to the full extent permitted by the amended laws of the
State of Massachusetts. Any repeal or modification of this Section 7(m) by the
Member shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a manager of the Company existing at the time of
such repeal or modification or thereafter arising as a result of acts or
omissions prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any

4



respect, the right of the Member or the Managers (or any person associated
with the Managers) to engage or invest, directly or indirectly, in any business
activity or venture of any nature or description, including those that may be
the same as or similar to the Company's business and in direct competition
therewith, or to invest in the same business activity or venture as those in
which the Company has invested, and no Member or the Managers shall have any
obligation to offer any such business activity or venture to the Company.
Neither the Company nor the Member shall have any right, by virtue of this
Agreement or the relationship created hereunder, in such investments or to such
other activities or ventures, and such activities or ventures, even if the same
are directly competitive with the business of the Company, shall not be deemed
wrongful or improper, manifestly unreasonable or a breach of any duty imposed on
the Member or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and

5



issued to such persons on such terms and conditions as the Member shall
determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities, contracts or other obligations of the Company except to the extent
of any unpaid Capital Contributions such Member has agreed to make to the
Company and such Member's share of the assets (including undistributed revenues)
of the Company; and in all events, a Member shall be liable and obligated to
make payments of its Capital Contributions only as and when such payments are
due in accordance with the terms of this Agreement. No Member shall be required
to make any loans to the Company. The Company shall indemnify and hold harmless
a Member in the event a Member becomes liable, notwithstanding the preceding
sentence, for any debt, liability, contract or other obligation of the Company
except to the extent expressly provided in the first sentence of this Section
13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

6



          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Massachusetts without regard to otherwise governing principles of conflicts of
law.



7



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                              MEMBER

                                              Conway Office Products, Inc.,
                                              a New Hampshire corporation


                                              By:    /s/  Thomas S. Johnson
                                                 -------------------------------
                                                 Name: Thomas S. Johnson
                                                 Title:     Chairman


                                              COMPANY


                                              Northeast Copier Systems, LLC,
                                              a Massachusetts limited liability
                                              company

                                              By:    /s/  Raymond Schilling
                                                 -------------------------------
                                                 Name:  Raymond Schilling
                                                 Title:  Vice President,
                                                      Secretary and Treasurer




                                    EXHIBIT A
                                    ---------

                              PROPERTY CONTRIBUTED


     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Northeast Copier Systems, Inc.

9

EX-3.30A

                                                                   Exhibit 3.30a

                            CERTIFICATE OF FORMATION

                                       OF

                                OFFICE TECH, LLC

     The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of New Jersey (particularly Title 42, Chapter 2B, Section 11 of the
New Jersey Limited Liability Company Act and the acts amendatory thereof and
supplemental thereto, and known), hereby certifies that:

     FIRST:  The name of the limited liability company is Office Tech, LLC (the
"limited liability company").

     SECOND: The address of the registered office of the limited liability
company within this state is 629 Creek Road, Bellmawr, New Jersey, 08031.

     THIRD:  The name and street address within this state of the registered
agent of the limited liability company upon whom and at which process against
the limited liability company may be served is The Corporate Trust Company, 820
Bear Tavern Road, West Trenton, New Jersey, 08628.

     FOURTH: The limited liability company shall have a perpetual existence.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on March 7, 2002.


                                        By: /s/ Christopher J. Hagan
                                           -------------------------------------
                                           Authorized Person

EX-3.30B

                                                                   Exhibit 3.30b

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                OFFICE TECH, LLC

                     A NEW JERSEY LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                OFFICE TECH, LLC

          This LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Office
Tech, LLC (the "Company") is effective as of April 1, 2002.

          1.   Formation of Limited Liability Company. The Company has been
formed as a limited liability company pursuant to the provisions of the New
Jersey Limited Liability Company Act, as it may be amended from time to time,
and any successor to such statute (the "Act"). The rights and obligations of
Capitol Office Solutions, Inc., a Delaware corporation ("Capitol"), and the
administration and termination of the Company shall be governed by the Agreement
and the Act. The Agreement shall be considered the "Limited Liability Company
Agreement" of the Company within the meaning of the Act. To the extent this
Agreement is inconsistent in any respect with the Act, this Agreement shall
control.

          2.   Members. Capitol is the sole Member of the Company (the
"Member").

          3.   Purpose. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   Name. The name of the Company shall be Office Tech, LLC.

          5.   Registered Agent and Principal Office. The registered office and
registered agent of the Company in the State of New Jersey shall be initially at
The Corporate Trust Company, 820 Bear Tavern Road, West Trenton, New Jersey,
08628, and shall thereafter be as the managers may designate from time to time.
The Company may have such other offices as the managers may designate from time
to time. The principal business and mailing address of the Company shall be 629
Creek Road, Bellmawr, New Jersey, 08031.

          6.   Term of Company. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of New Jersey and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   Management of Company.

          (a)  Managers. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a Chairman, a President, one or more Vice Presidents, a Secretary and
such other officers of the Company as the managers may deem necessary or
advisable to manage the day-to-day business affairs of the Company. The managers
shall serve at the pleasure of the Member. The managers and officers shall have
the authority to act on behalf of, bind, and execute and deliver documents in
the name

2



and on behalf of the Company. Such delegation of authority shall not cause the
Member to cease to be a Member.

          (b)  Number, Qualifications and Terms. The Company shall have at least
three managers, but the authorized number of managers may be increased by
manager resolution. Managers need not be residents of the State of New Jersey.
Each manager shall hold office for the full term for which such manager is
elected, which term shall be specified in the vote or resolution of the Member
or, if not so specified and in each case, until such manager's successor shall
have been duly elected and qualified or until his or her earlier death or
resignation or removal in accordance with this Agreement.

          (c)  Initial Managers. The initial managers shall be as follows:

                                Thomas S. Johnson

                                Raymond Schilling

                                Stephen Rolla

          (d)  Place of Meetings. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of New
Jersey, at whatever place is specified by the person or persons calling the
meeting. In the absence of a specific designation, the meetings shall be held at
the principal office of the Company.

          (e)  Regular Meetings of Managers. Regular meetings of the managers
shall be held at such place or places within or without the State of New Jersey,
at such hour and on such day as may be fixed by resolution of the managers,
without further notice of such meetings. The time or place of holding regular
meetings of the managers may be changed by the Chairman or the President of the
Company by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  Special Meetings of Managers. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of New Jersey as may be stated in the notice
of the meeting.

          (g)  Attendance at and Notice of Meetings. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  Quorum of and Action by Managers. Unless a greater number is
required

3



by law, one manager shall constitute a quorum for the transaction of business.
Except as otherwise provided by law or in this Agreement, all questions shall be
decided by the vote cast by the manager.

          (i)  Manager Action Without a Meeting. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  Manager Telephone Meetings. Subject to the provisions required or
permitted by the Act for notice of meetings, unless otherwise restricted by this
Agreement, the managers may participate in and hold a meeting of such managers
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7(j) shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

          (k)  Compensation of Managers. Managers shall not be entitled to
receive compensation for their services.

          (l)  Removal, Vacancies. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  Liability of Managers. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Act as a result of the willful or grossly negligent act or
omission of the manager. If the laws of the State of New Jersey are amended
after the date of this Agreement to authorize action further eliminating or
limiting the personal liability of managers, then the liability of a manager of
the Company, in addition to the limitation on personal liability provided
herein, shall be limited to the full extent permitted by the amended laws of the
State of New Jersey. Any repeal or modification of this Section 7(m) by the
Member shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a manager of the Company existing at the time of
such repeal or modification or thereafter arising as a result of acts or
omissions prior to the time of such repeal or modification.

          (n)  Outside Activities. This Agreement shall not preclude or limit,
in any respect, the right of the Member or the Managers (or any person
associated with the Managers) to engage or invest, directly or indirectly, in
any business activity or venture of any nature or description, including those
that may be the same as or similar to the Company's business and in direct
competition therewith, or to invest in the same business activity or venture as
those in

4



which the Company has invested, and no Member or the Managers shall have any
obligation to offer any such business activity or venture to the Company.
Neither the Company nor the Member shall have any right, by virtue of this
Agreement or the relationship created hereunder, in such investments or to such
other activities or ventures, and such activities or ventures, even if the same
are directly competitive with the business of the Company, shall not be deemed
wrongful or improper, manifestly unreasonable or a breach of any duty imposed on
the Member or the Managers hereunder, the Act or other applicable law.

          (o)  Reimbursement of Managers. All direct costs and expenses incurred
by the Managers in managing and conducting the business and affairs of the
Company, including, without limitation, (i) all costs and expenses incurred in
organizing the Company and in conducting any business activities of the Company,
(ii) telephone and other office expenses, (iii) travel expenses and (iv)
expenses incurred in providing or obtaining such other professional, technical,
administrative services and advice as the Managers may deem necessary or
desirable, shall be paid or reimbursed by the Company as a Company expense.

          8.   Indemnification of Officers and Managers. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by law. The Company shall provide director and officer liability insurance for
each manager and officer of the Company to the extent deemed appropriate by the
Member or as otherwise required by any agreement to which the Company is a
party.

          9.   Capital Contributions. The Member shall contribute to the capital
of the Company the properties described in Exhibit A (the "Capital
Contributions"). At any time and from time to time, the Member may make, and the
Managers may request that the Member make, additional Capital Contributions
("Additional Contributions") to the capital of the Company. In no event shall
the Managers be obligated to call for Additional Contributions nor shall the
Member be required to make Additional Contributions.

          10.  Allocations of Profits and Losses. Except as may otherwise be
required by applicable U.S. Treasury regulations (including U.S. Treasury
regulations applicable to allocations attributable to Company indebtedness), all
profits and losses and all related items of income, gain, loss, deduction, and
credit of the Company shall be allocated, charged, or credited among the Members
in accordance with their respective membership interests.

          11.  Distributions. The Company may distribute funds to the Members at
such times and in such amounts as the Managers shall determine to be
appropriate. Any such distributions shall be made to each Member in accordance
with each such Member's membership interest at the time of the distribution with
no priority as to any Member.

          12.  Additional Members and Membership Interests. Additional persons
may be admitted to the Company as Members and membership interests may be
created and issued to such persons on such terms and conditions as the Member
shall determine and as shall be reflected in an appropriate amendment to this
Agreement that is approved by all the Members.

          13.  Liability of Member. No Member shall be liable for the debts,
liabilities,

5



contracts or other obligations of the Company except to the extent of any unpaid
Capital Contributions such Member has agreed to make to the Company and such
Member's share of the assets (including undistributed revenues) of the Company;
and in all events, a Member shall be liable and obligated to make payments of
its Capital Contributions only as and when such payments are due in accordance
with the terms of this Agreement. No Member shall be required to make any loans
to the Company. The Company shall indemnify and hold harmless a Member in the
event a Member becomes liable, notwithstanding the preceding sentence, for any
debt, liability, contract or other obligation of the Company except to the
extent expressly provided in the first sentence of this Section 13.

          14.  No State-Law Partnership. The Company shall not be considered a
partnership (including, without limitation, a limited partnership) or joint
venture, and no Member shall be a partner or joint venturer of any other Member
for any purposes other than as the Managers may determine, and this Agreement
shall not be construed to suggest otherwise.

          15.  Title to Company Property. All assets and property owned by the
Company, whether real or personal, tangible or intangible, shall be deemed to be
owned by the Company as an entity, and no Member, individually, shall have any
ownership of such property. All the Company's assets and properties shall be
recorded as the property of the Company on its books and records.

          16.  Books and Records. The Managers shall maintain or cause the
Company to maintain books and records as required by, and in accordance with,
the Act, and such other books and records as the Member may reasonably request,
including specifically accounting books. Such books shall be kept at the
principal office of the Company and shall be maintained in accordance with the
terms of this Agreement. The fiscal year of the Company shall be April 1 to
March 31, and the Managers shall keep the accounting books of the Company on
such basis.

          17.  Bank Accounts. The Managers may cause one or more accounts to be
maintained in the name of the Company in a bank (or banks) or other financial
institutions such as stock brokerage firms, which accounts shall be used for the
payment of expenditures incurred by the Company and in which shall be deposited
any and all receipts of the Company. All amounts shall be and remain the
property of the Company and shall be received, held and disbursed by the
Managers for the purposes specified in this Agreement.

          18.  Dissolution and Winding Up. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          19.  Amendments. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          20.  Governing Law. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
New Jersey without regard to otherwise governing principles of conflicts of law.

6



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                               MEMBER

                               Capitol Office Solutions, Inc.,
                                 a Delaware corporation


                               By: /s/ Thomas S. Johnson
                                  ----------------------------------------------
                                  Name:  Thomas S. Johnson
                                  Title: Chairman


                               COMPANY

                               Office Tech, LLC,
                                 a New Jersey limited liability company


                               By:         /s/ Raymond Schilling
                                  ----------------------------------------------
                                  Name:  Raymond Schilling
                                  Title: Vice President, Secretary and Treasurer



                                    EXHIBIT A
                                    ---------

                              PROPERTY CONTRIBUTED

     The Member's shares of and basis in all or the outstanding shares of the
capital stock of Office Tech, Inc.

8

EX-3.31A

                                                                   Exhibit 3.31a

                            ARTICLES OF INCORPORATION
                                       OF
                                  ARMDAP, INC.

                                     I. NAME

          The name of this corporation is:

                                  ARMDAP, INC.

                                   II. PURPOSE

          The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                        III. AGENT FOR SERVICE OF PROCESS

          The name and address in the State of California of this corporation's
initial agent for service of process is:

               Fred Armendariz
               23392 Madero, Unit H
               Mission Viejo, CA 92691

                           IV. LIABILITY OF DIRECTORS

          The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

                               V. INDEMNIFICATION

          This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the Corporations Code) for breach of duty to the
corporation and its stockholders through bylaw provisions or through agreements
with the agents, or both, in excess of the indemnification otherwise permitted
by Section 317 of the Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the Corporations Code.




                              VI. AUTHORIZED SHARES

          This corporation is authorized to issue only one class of shares of
stock, which shall be designated as "common shares," and the total number of
shares which this corporation is authorized to issue is 100,000.

                            VII. CORPORATE GOVERNANCE

          In accordance with the provisions of Section 204(d) of the California
General Corporation Law, the Bylaws of the corporation shall govern the powers
of the directors to take actions for the corporation.

          DATED: October 3, 1991

          IN WITNESS WHEREOF, the undersigned, who is the incorporator of this
corporation has executed these articles of incorporation on

October 3, 1991.


     /s/ Robert F. Klueger
- -------------------------------
Robert F. Klueger, Incorporator

                                        2




                              CERTIFICATE OF MERGER

     Pursuant to Section 252 of the General Corporation Law of the State of
Delaware, ARMDAP, Inc., a corporation existing under the laws of California, and
ARMDAP Acquisition, Inc., do hereby certify to the following facts:

     FIRST: The name and state of incorporation of each constituent corporation
that is a party to the merger is as follows:

     Name                       State of Incorporation
     ----                       ----------------------
     ARMDAP, Inc.                    California
     ARMDAP Acquisition, Inc.        Delaware

     SECOND: A Merger Agreement, dated December 29, 1999 (the "Agreement"), by
and between ARMDAP, Inc., and ARMDAP Acquisition, Inc. has been approved,
adopted, executed, acknowledged and certified by each of the constituent
corporations in accordance with the requirements of Section 252 of the General
Corporation Law of the State of Delaware.

     THIRD: ARMDAP, Inc. (Surviving Corporation) hereby merges into itself,
ARMDAP Acquisition, Inc., a Delaware corporation (Merging Corporation), and said
ARMDAP Acquisition, Inc. shall be and hereby is merged into ARMDAP, Inc. which
shall be the Surviving Corporation. The name of the Surviving Corporation shall
continue to be ARMDAP, Inc., and the Surviving Corporation shall continue its
existence under the laws of the state of California.

     FOURTH: The Articles of Incorporation of ARMDAP, Inc., is amended as
follows:

     (a) Article III of the Articles of Incorporation shall be amended to read
in full as follows:

                    The name and address in the State of California of this
               corporation's initial agent for service of process is:

                          CT Corporation System
                          818 West Seventh Street
                          Suite 1004
                          Los Angeles, California 90017
                          (County of Los Angeles)



     (b) Article VI of the Articles of Incorporation shall be amended to read in
full as follows:

                    This corporation is authorized to issue only one class of
               shares of stock, which shall be designated as "common shares,"
               and the total number of shares which this corporation is
               authorized to issue is 1,000.

          FIFTH: The Surviving Corporation may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of ARMDAP
Acquisition, Inc. as well as for enforcement of any obligations of the Surviving
Corporation arising from the merger, including any suit or other proceedings to
enforce the right of any stockholder as determined in appraisal proceedings
pursuant to the provision of Section 262 of Title 8 of the Delaware Code and it
does hereby irrevocably appoint the Secretary of State of Delaware as its agent
to accept service of process in any such suit or other proceedings. The address
to which a copy of such process shall be mailed by the Secretary of State of
Delaware is 3 Goodyear Road, Irvine, California, 92718 until the Surviving
Corporation shall have hereafter designated in writing to the said Secretary of
State a different address for such purpose. Service of such process may be made
by personally delivering to and leaving with the Secretary of State of Delaware
duplicate copies of such process, one of which copies the Secretary of State of
Delaware shall forthwith send by registered mail to said ARMDAP, Inc. at the
above address.

     SIXTH: The Surviving Corporation shall cause to be on file at 3 Goodyear
Road, Irvine, California, 92718, the executed Agreement. Upon request and
without cost, the Surviving Corporation shall cause to be furnished to any
stockholder of the parties, a copy of the Agreement.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                        2



     IN WITNESS WHEREOF, ARMDAP, Inc. has caused this Certificate to be signed
by Alfredo C. Armendariz, Jr., its authorized officer, this 29th day of
December, 1999.

                                              ARMDAP, INC.


                                              By: /s/ Alfredo C. Armendariz, Jr.
                                                 -------------------------------
                                                 President

                                        3



                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION

                                       OF

                                  ARMDAP, INC.

                                 * * * * * * * *

     We, Thomas S. Johnson, the Chairman and Raymond Schilling, the Vice
President, Secretary and Treasurer of ARMDAP, Inc., a corporation duly organized
and existing under the laws of the State of California, do hereby certify:

     1. That they are the Chairman and the Vice President, Secretary and
Treasurer, respectively, of ARMDAP, Inc., a California corporation.

     2. That an amendment to the articles of incorporation of this corporation
has been approved by the board of directors.

     3. The amendment so approved by the board of directors is as follows:

     Article I of the articles of incorporation of this corporation is amended
to read as follows:

                                     I. NAME

                        The name of this corporation is:

                         PACIFIC OFFICE SOLUTIONS, INC.

     4. That the sole shareholder has adopted said amendment by written consent.
That the wording of said amendment as approved by written consent of the
shareholders is the same as that set forth above. That said written consent was
signed by the holders of outstanding shares having not less than the minimum
number of required votes of shareholders necessary to approve said amendment in
accordance with Section 902 of the California Corporation Code.



     5. That the designation and total number of outstanding shares entitled to
vote on or give written consent to said amendment and the minimum percentage
vote required of each class or series entitled to vote on or give written
consent to said amendment for approval thereof are as follows:

              Number of shares outstanding entitled to   Minimum percentage vote
Designation         vote or give written consent           required to approve*
- -----------   ----------------------------------------   -----------------------
Common                          1,000                              100%

     6. That this certificate shall become effective on April 1, 2001.

     Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true of their own
knowledge.

Executed at Tampa, Florida on March 30, 2001.


                                                    /s/ Thomas S. Johnson
                                               ---------------------------------
                                               Thomas S. Johnson
                                               Chairman of the Board


                                                    /s/ Raymond Schilling
                                               ---------------------------------
                                               Raymond Schilling, Vice President
                                               Treasurer and Secretary

                                        2

EX-3.31B

                                                                   Exhibit 3.31b

                                     BY-LAWS

                                       OF

                                  ARMDAP, INC.

                                    ARTICLE I

                                     OFFICES

     Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the location
of the principal executive office of the Corporation at any place within or
outside the State of California. If the principal executive office is located
outside this State, and the Corporation has one or more business offices in this
State, the Board of Directors shall fix and designate a principal business
office in the State of California.

     Section 2. OTHER OFFICES. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where the Corporation is
qualified to do business.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place within or outside the State of California designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of the Corporation.

     Section 2. ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held on the first Monday of November of each year, if not a legal holiday, and
if a legal holiday, then on the next succeeding business day, at the hour of
10:00 o'clock A.M., at which time the shareholders shall elect the Board of
Directors, consider reports of the affairs of the Corporation, and transact such
other business as may properly be brought before the meeting.

     Section 3. SPECIAL MEETING. A special meeting of the shareholders may be
called at any time by the Board of Directors, or by the Chairman of the Board,
or by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than ten percent (10%) of the votes at that
meeting.

     Upon request, in writing, to the Chairman of the Board, President, Vice
President or Secretary by any person (other than the Board) entitled to call a
special meeting of shareholders,




the officer forthwith shall cause notice to be given to the shareholders
entitled to vote that a meeting will be held at a time requested by the person
or persons calling the meeting, not less than 35 nor more than 60 days after the
receipt of the request. If the notice is not given within 20 days after receipt
of the request, the persons entitled to call the meeting may give the notice.

     Section 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each
annual or special meeting of shareholders shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each shareholder
entitled to vote thereat. Such notice shall state the place, date, and hour of
the meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be transacted, or (ii) in
the case of the annual meeting, those matters which the Board, at the time of
the mailing of the notice, intends to present for action by the shareholders,
but subject to the provisions of applicable law, any proper matter may be
presented at the meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at the
time of the notice to be presented by management for election.

     Notice of a shareholders meeting shall be given either personally, by mail
or by other means of written communication, addressed to the shareholder at the
address of such shareholder appearing on the books of the corporation, or given
by the shareholder to the corporation for the purpose of notice; or, if no such
address appears or is given, at the place where the principal executive office
of the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which the principal executive office is
located. Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mail, postage prepaid. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually transmitted by the person giving the notice by electronic or other
means of written communication, to the recipient.

     If any notice or report addressed to the shareholder at the address of such
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one (1) year from the date
of the giving of the notice or report to all other shareholders. An affidavit of
mailing of any such notice in accordance with the foregoing provisions, executed
by the Secretary, Assistant Secretary or any transfer agent of the corporation
shall be prima facie evidence of the giving of the notice.

                                        2



     Section 5. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

     Section 6. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at that
meeting, except as provided in Section 5 of this Article.

     It shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken; provided,
however, when any shareholders' meeting is adjourned for more than 45 days or,
if after adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of an original
meeting.

     Section 7. VOTING. The shareholders entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on the
stock records of the corporation on the record date determined in accordance
with Section 9 of this Article.

     Voting shall in all cases be subject to the provisions of Chapter 6 of the
California General corporation Law and to the following provisions:

               (a) Subject to subparagraph (g), shares held by an administrator,
          executor, guardian, conservator or custodian may be voted by such
          holder either in person or by proxy, without a transfer of such shares
          into the holder's name; and shares standing in the name of a trustee
          may be voted by the trustee, either in person or by proxy, but no
          trustee shall be entitled to vote shares held by such trustee without
          a transfer of such shares into the trustee's name.

               (b) Shares standing in the name of a receiver may be voted by
          such receiver; and shares held by or under the control of a receiver
          may be voted by such receiver without the transfer thereof into the
          receiver's name if authority to do so is contained in the order of the
          court by which such receiver was appointed.

               (c) Subject to the provisions of section 705 of the California
          General Corporation Law, and except where otherwise agreed in writing
          between the parties, a shareholder whose shares are pledged shall be
          entitled to vote such shares until the shares have been transferred
          into the name of the pledgee, and thereafter the pledgee shall be
          entitled to vote the shares so transferred.

                                        3



               (d) Shares standing in the name of a minor may be voted and the
          corporation may treat all rights incident thereto as exercisable by
          the minor, in person or by proxy, whether or not the corporation has
          notice, actual or constructive, of the nonage, unless a guardian of
          the minor's property has been appointed and written notice of such
          appointment given to the corporation.

               (e) Shares standing in the name of another corporation, domestic
          or foreign, may be voted by such officer, agent or proxyholder as the
          By-Laws of such other corporation may prescribe or, in the absence of
          such provision, as the Board of Directors of such other corporation
          may determine or, in the absence of such determination, by the
          Chairman of the Board, President or any Vice President of such other
          corporation, or by any other person authorized to do so by the Board,
          President or any Vice President of such other corporation. Shares
          which are purported to be voted or any proxy purported to be executed
          in the name of a corporation (whether or not any title of the person
          signing is indicated) shall be presumed to be voted or the proxy
          executed in accordance with the provisions of this subdivision, unless
          the contrary is shown.

               (f) Shares of the corporation owned by any subsidiary shall not
          be entitled to vote on any matter.

               (g) Shares held by the corporation in a fiduciary capacity, and
          shares of the corporation held in a fiduciary capacity by any
          subsidiary, shall not be entitled to vote on any matter, except to the
          extent that the settlor or beneficial owner possesses and exercises a
          right to vote or to give the corporation binding instructions as to
          how to vote such shares.

               (h) If shares stand of record in the names of two (2) or more
          persons, whether fiduciaries, members of a partnership, joint tenants,
          tenants in common, husband and wife as community property, tenants by
          the entirety, voting trustees, persons entitled to vote under a
          shareholder voting agreement or otherwise, or if two (2) or more
          persons (including proxyholders) have the same fiduciary relationship
          respecting the same shares, unless the Secretary of the corporation is
          given written notice to the contrary and is furnished with a copy of
          the instrument or order appointing them or creating the relationship
          wherein it is so provided, their acts with respect to voting shall
          have the following effect:

                    (i)  If only one votes, such act binds all;

                    (ii) If more than one vote, the act of the majority so
                         voting binds all; or

                                        4



                    (iii) If more than one vote, but the vote is evenly split on
                         any particular matter, each faction may vote the
                         securities in question proportionately.

          If the instrument so filed, or the registration of the shares shows
          that any such tenancy is held in unequal interests, a majority or even
          split for the purpose of this section shall be a majority or even
          split in interest.

     Subject to the following sentence and to the provisions of section 708 of
the California General Corporation Law, every shareholder entitled to vote at
any election of directors may cumulate such shareholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder thinks fit. No shareholder shall be entitled
to cumulate votes for any candidate or candidates pursuant to the preceding
sentence unless such candidate or candidates' names have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination.

     Elections need not be by ballot; provided, however, that all elections for
directors must be by ballot upon demand made by a shareholder at the meeting and
before the voting begins.

     Section 8. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and, if either before or after the meeting each person
entitled to vote who was not present in person or by proxy signs a written
waiver of notice or a consent to a holding of the meeting or an approval of the
minutes. The written waiver of notice need not specify either the business to be
transacted or the purpose of any annual or special meeting of shareholders,
except as provided in section 601(b) of the California General Corporation Law.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required to be but not
included in the notice of the meeting if that objection is expressly made at the
meeting.

     Section 9. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less

                                        5



than the minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all shares entitled to vote on that action
were present and voted. In the case of election of directors, such a consent
shall be effective only if signed by the holders of all outstanding shares
entitled to vote for the election of directors; provided, that a director may be
elected at any time to fill a vacancy on the Board of Directors that has not
been filled by the directors, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
directors. All such consents shall be filed with the Secretary of the
corporation and shall be maintained in the corporate records. Any shareholder
giving a written consent, or the shareholder's proxyholders, or a transferee of
the shares or a personal representative of the shareholder or their respective
proxyholders, may revoke the consent by a writing received by the Secretary of
the corporation before written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
corporation, but may not do so thereafter. Such revocation is effective upon its
receipt by the Secretary of the corporation.

     Unless the consents of all shareholders entitled to vote have been
solicited in writing,

               (a) Notice of any proposed shareholder approval of, (i) a
          contract or other transaction with an interested director, (ii)
          indemnification of an agent of the corporation as authorized by
          Article V of these By-Laws, (iii) a reorganization of the corporation
          as defined in section 181 of the General Corporation Law, or (iv) a
          distribution in dissolution other than in accordance with the rights
          of outstanding preferred shares, if any, without a meeting by less
          than unanimous written consent, shall be given at least ten (10) days
          before the consummation of the action authorized by such approval; and

               (b) Prompt notice shall be given of the taking of any other
          corporate action approved by shareholders without a meeting by less
          than unanimous written consent, to those shareholders entitled to vote
          who have not consented in writing. Such notices shall be given in the
          manner and shall be deemed to have been given as provided in Section 4
          of Article II of these By-Laws.

     Section 10. RECORD DATE. The Board may fix, in advance, a record date for
the determination of the shareholders entitled to notice of any meeting, to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than sixty (60) nor less than
ten (10) days prior to the date of the meeting nor more than sixty (60) days
prior to any other action. When a record date is so fixed, only shareholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to exercise of
the rights, as the case may be, notwithstanding any transfer of shares on the
books of the corporation after the record date. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting unless the Board fixes a new record date
for the adjourned meeting.

                                        6



The Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days.

     If no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the business day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held. The record
date for determining shareholders entitled to give consent to corporate action
in writing without a meeting, when no prior action by the Board has been taken,
shall be the day on which the first written consent is given. The record date
for determining shareholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto,
or the 60th day prior to the date of such other action, whichever is later.

     Section 11. PROXIES. Every person entitled to vote shares shall have the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the corporation. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission, or
otherwise) by the shareholder or the shareholder's attorney in fact. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless (i) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the corporation stating
that the proxy is revoked, or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by, the person executing the proxy; or (ii)
written notice of the death or incapacity of the maker of that proxy if received
by the corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the proxy. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the Corporations
Code of California. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.

     Section 12. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
Board of Directors may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any shareholder or a shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or
three (3). If inspectors are appointed at a meeting on the request of one or
more shareholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one represented in person or by proxy shall
determine whether one (1) or three (3) inspectors are to be appointed. If any
person appointed as inspector fails to appear or fails or refuses to act, the
chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.

     These inspectors shall:

                                        7



               (a) Determine the number of shares outstanding and the voting
          power of each, the shares represented at the meeting, the existence of
          a quorum, and the authenticity, validity, and effect of proxies;

               (b) Receive votes, ballots, or consents;

               (c) Hear and determine all challenges and questions in any way
          arising in connection with the right to vote;

               (d) Count and tabulate all votes or consents;

               (e) Determine when the polls shall close;

               (f) Determine the result; and

               (g) Do any other acts that may be proper to conduct the election
          or vote with fairness to all shareholders.

          The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three (3) inspectors of election, the decision, act or certificate
of a majority is effective in all respects as to the decision, act or
certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and these
By-Laws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors. The Board may delegate the management of the day-to-day
operation of the business of the corporation to a management company or other
person provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate direction
of the Board.

     Without prejudice to these general powers, and subject to the same
limitations, it is hereby expressly declared that the directors shall have the
following powers in addition to the other powers enumerated in these By-Laws:

               (a) to select and remove all officers, agents and employees of
          the corporation; prescribe any powers and duties for them that are
          consistent with law, with the Articles of Incorporation, and with
          these By-

                                        8



          Laws; fix their compensation; and require from them security for
          faithful service.

               (b) to conduct, manage and control the affairs and business of
          the corporation, and to make such rules and regulations therefor not
          inconsistent with the law, the Articles of Incorporation or the
          By-Laws, fix their compensation and require from them security for
          faithful service.

               (c) to change the principal executive office and the principal
          business office in the State of California from one location to
          another; cause the corporation to be qualified to do business in any
          other state, territory, dependency, or country and conduct business
          and fix and locate one (1) or more subsidiary offices within or
          without the State of California; and designate any place within or
          without the State of California for the holding of any shareholders'
          meeting, or meetings, including annual meetings.

               (d) to adopt, make and use a corporate seal; prescribe the forms
          of certificates of stock; and alter the form of the seal and
          certificates from time to time, as in their judgment, within the
          provisions of the law, they may deem best.

               (e) to authorize the issuance of shares of stock of the
          corporation on any lawful terms, in consideration of money paid, labor
          done, services actually rendered, debts or securities cancelled, or
          tangible or intangible property actually received.

               (f) to borrow money and incur indebtedness for the purposes of
          the corporation, and cause to be executed and delivered therefor, in
          the corporate name, promissory notes, bonds, debentures, deeds of
          trust, mortgages, pledges, hypothecations, and other evidences of debt
          and securities therefor.

               (g) by resolution adopted by a majority of the authorized number
          of directors, to designate an executive and other committees, each
          consisting of three (3) or more directors, to serve at the pleasure of
          the Board, and to prescribe the manner in which proceedings of such
          committees shall be conducted. Unless the Board of Directors shall
          otherwise prescribe the manner of proceedings of any such committee,
          meetings of such committee may be regularly scheduled in advance and
          may be called at any time by any two (2) members thereof; otherwise,
          the provisions of these By-Laws with respect to notice and conduct of
          meetings of the Board shall govern. Any such committee, to the extent
          provided in a resolution of the Board, shall have all of the authority
          of the Board, except with respect to:

                                        9



                    (i)  the approval of any action for which the General
                         Corporation Law or the Articles of Incorporation also
                         require shareholder approval;

                    (ii) the filing of vacancies on the Board or in any
                         committee;

                    (iii) the fixing of compensation of the directors for
                         serving on the Board or on any committee;

                    (iv) the adoption, amendment or repeal of By-Laws;

                    (v)  the amendment or repeal of any resolution of the Board;

                    (vi) any distribution to the shareholders, except at a rate
                         or in a periodic amount or within a price range
                         determined by the Board; and

                    (vii) the appointment of other committees of the Board or
                         the members thereof.

                    (viii) the purchase, sale or re-financing of any corporate
                         that involves the expenditure of more than $5,000.

                    (ix) the approval or rejection of a report of the
                         Corporation's auditors.

                    (x)  the appointment of corporate officers.

     Section 2. LIABILITY OF DIRECTORS. A person who performs the duties of a
director, in good faith, in a manner such director believes to be in the best
interests of the corporation and its shareholders, and with such care including
reasonable inquiry as an ordinarily prudent person in a like position would use
under similar circumstances, shall have no liability based upon any alleged
failure to discharge the person's obligations as a director. In addition, the
liability of a director for monetary damages in an action brought by or in the
right of the corporation for breach of a director's duties to the corporation
and its shareholders shall be eliminated.

     The personal liability of a director may not be limited or eliminated for
actions brought against a director for:

               (a) Acts or omissions involving intentional misconduct or a
          knowing and culpable violation of law;

               (b) Acts or omissions that a director believes to be contrary to
          the best interests of the corporation or its shareholders or that
          involve the absence of good faith on the part of a director;

                                       10



               (c) Any transaction from which a director derived an improper
          personal benefit;

               (d) Acts or omissions that show a reckless disregard for the
          director's duty to the corporation or its shareholders in
          circumstances in which the director was aware, or should have been
          aware, in the ordinary course of performing a director's duties, of a
          risk of serious injury to the corporation or its shareholders;

               (e) Acts or omissions that constitute an unexcused pattern of
          inattention that amounts to an abdication of the director's duty to
          the corporation or its shareholders;

               (f) Approval of an improper distribution to shareholders; or

               (g) Approval of an improper loan to any director or officer.

     Section 3. INDEMNIFICATION OF DIRECTORS. The corporation shall have the
power to indemnify any person who was or is a party to or is threatened to be
made a party to any proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) by reason of the fact that the
person was or is an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually or reasonably incurred in
connection with that proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation, and in the case of a criminal proceeding, had no reasonable cause
to believe that the conduct of the person was unlawful. The termination of any
proceeding, by judgment, order, settlement or conviction, or on a plea of nolo
contendere or its equivalent, shall not, in itself, create a presumption that
the person did not act in good faith and in a manner that the person reasonably
believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.

     Section 4. NUMBER OF DIRECTORS. The number of Directors of this Corporation
shall not be less than five.

     Section 5. ELECTION; RESIGNATION; QUORUM. Directors shall be elected at
each annual meeting of shareholders to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. No person shall be elected as a
Director other than by the unanimous consent of all of the other members of the
Board.

     Any director may resign effective on giving written notice to the Chairman
of the Board, the President, the Secretary or the Board of Directors of the
Corporation, unless the notice

                                       11



specifies a later time for the effectiveness of the resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.

     A vacancy on the Board occurs when any authorized position of director is
not filled by a duly elected director, whether caused by the death, resignation,
removal, change in the authorized number of directors (by the Board or the
shareholders), or otherwise. The Board may declare vacant the office of a
director who has been declared of unsound mind by order of court or convicted of
a felony.

     Vacancies on the Board may be filled by the unanimous consent of the
remaining members of the Board.

     Section 6. REMOVAL OF DIRECTORS. No member of the original Board of
Directors (i.e. those persons named in the Articles of Incorporation) may be
removed from the Board without their consent. All other directors may be removed
without cause if removal is approved by the outstanding shares, as that term is
defined in Section 152 of the California Corporations Code.

     Section 7. MEETINGS. Meetings of the Board may be called by the Chairman of
the Board, or the President, or any Vice President, or the Secretary, or any two
directors of the Corporation. Meetings of the Board may be held at any place
within or without California which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, designated by
resolution of the Board, and if not so designated, then at the principal
executive office of the corporation.

     Regular meetings of the Board may be held without notice. Special meetings
shall be held on four (4) days' notice by first class mail, postage prepaid, or
forty-eight (48) hours' notice delivered personally or by telephone. The notice
need not specify the purpose of the meeting.

     Notice of any meeting need not be given to any director who signs a waiver
of notice, or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior to the meeting or at its commencement, the lack of notice to
such director. Any waiver of notice need not specify the purpose of the meeting.
All waiver, consents and approvals of the minutes shall be filed with the
corporate records or made a part of the minutes of the meeting to which they
pertain.

     The consent of a majority of the Directors present or who have filed a
valid waiver of notice shall be sufficient to constitute the approval of the
Board of Directors, except that the unanimous approval of all of the members of
the Board of Directors, whether present or not, shall be required in order to
take the following actions:

                    (i)  The purchase, sale or refinancing of any corporate
                         asset, where such purchase sale or refinancing involves
                         the expenditure of more than $5,000.

                                       12



                    (ii) The election of any person to the Board of Directors,
                         where by increase in the size of the board of Directors
                         or as a result of a vacancy on the Board.

                    (iii) The approval or rejection of the report of the
                         Corporation's auditors.

                    (iv) The appointment of corporate officers.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. NUMBER AND ELECTION. The officers of the corporation shall be a
president, vice-president, and a secretary and a treasurer, who shall be elected
by the Board of Directors to serve at the pleasure of the Board. Such other
officers and assistant officers as may be deemed necessary may also be appointed
by the Board of Directors. Any two or more offices may be held by the same
person except the offices of president and secretary.

     Section 2. PRESIDENT.

          a. The President shall preside at all meetings of the Board of
Directors. He shall also preside at all meetings of shareholders.

          b. He shall cause to be called regular and special meetings of the
shareholders and directors in accordance with the requirements of statutes and
these Bylaws.

          c. He shall appoint, discharge, and fix the compensation of all
employees and agents of the corporation other than the duly elected officers,
subject to the approval of the Board of Directors.

          d. He shall sign and execute all contracts in the name of the
corporation, and all notes, drafts or other orders for payment of money.

          e. He shall cause all books, reports, statements and certificates to
be properly kept and filed as required by law.

          f. He shall enforce these bylaws and perform all of the duties
incident to his office and which are required by law, and, generally, he shall
supervise and control the business and affairs of the corporation.

     Section 3. VICE PRESIDENT. During the absence or incapacity of the
President, the Vice-President shall perform the duties of the President, and
when so acting, he shall have all the powers and be subject to all the
responsibilities of the office of president and shall perform such duties and
functions as the Board may prescribe.

                                       13



     Section 4. SECRETARY.

          a. The Secretary shall keep the minutes of the meetings of the Board
of Directors and the shareholders in appropriate books.

          b. He shall attend to the giving of notice of special meetings of the
Board of Directors and of all meetings of the shareholders of the corporation.

          c. He shall be custodian of the records and the seal of the
corporation and shall affix the seal to the certificates representing shares and
other corporate papers when required.

          d. He shall keep at the principal office of the corporation a book or
record containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the number
and class of shares held by them respectively, and the dates when they
respectively became the owners of record thereof. He shall keep such book or
record and the minutes of the proceedings of its shareholders open daily during
regular business hours, for inspection, within the limits prescribed by law, by
any person duly authorized to inspect such records. At the request of the person
entitled to inspection thereof, he shall prepare and make available a current
list of the officers and directors of the corporation and their resident
addresses.

          e. He shall sign all certificates representing shares, warrants,
rights or options and affix the corporate seal thereto.

          f. He shall attend to all correspondence and present to the Board of
Directors at its meetings all official communications received by him.

          g. He shall perform all of the duties incident to the office of the
Secretary of the corporation.

     Section 5. TREASURER.

          a. The Treasurer shall have the care and custody of and be responsible
for all of the funds and securities of the corporation, and shall deposit such
funds and securities in the name of the corporation in such banks and safe
deposit companies as the Board of Directors may designate.

          b. He shall make, sign and endorse in the name of the corporation all
checks, drafts, notes and other orders for payment of money, and pay out and
dispose of such under the direction of the President or the Board of Directors.

          c. He shall keep at the principal office of the corporation accurate
books of account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any director upon application at
the office of the corporation during business hours.

                                       14



          d. He shall render a report of the condition of the finances of the
corporation at each regular meeting of the Board of Directors and at such other
times as shall be required of him, and he shall make a full financial report at
the annual meeting of the shareholders.

          e. He shall further perform all duties incident to the office of
Treasurer of the corporation.

          f. If required by the Board of Directors, he shall give such bond as
it shall determine appropriate for the faithful performance of his duties.

     Section 6. OTHER OFFICERS. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.

     Section 7. VACANCIES. All vacancies in any office shall be filled promptly
by the Board of Directors, either at regular meetings or at a meeting specially
called for that purpose.

     Section 8. REMOVAL AND RESIGNATION. Any officer may be removed by the Board
of Directors whenever in its judgment the best interests of the corporation may
be served thereby. Any officer may resign at any time by giving written notice
thereof to the President or to the Secretary; and acceptance of such resignation
shall not be necessary to make it effective.

     Section 9. COMPENSATION. Officers shall receive such compensation for their
services as may be authorized or ratified by the Board of Directors. Election of
an officer shall not of itself create contract rights to compensation for
services performed as such officer.

                                    ARTICLE V

                         LOANS TO DIRECTORS AND OFFICERS

     Loans to Directors and Officers, guarantees of their obligations, or other
similar assistance to these persons, shall be contracted on behalf of the
corporation only upon the specific authorization of the Board of Directors and
the affirmative vote of the holders of two-thirds of the outstanding shares of
the corporation.

                                   ARTICLE VI

                            STOCK RIGHTS AND OPTIONS

     Section 1. CERTIFICATES. Certificates representing shares of the capital
stock of the corporation, warrants, rights or options to purchase capital stock
of the corporation shall be in such form as may be approved by the Board of
Directors and shall be signed by the

                                       15



President or the Vice President and by the Secretary or by an Assistant
Secretary. All certificates shall be consecutively numbered and the names of the
owners, the number of the shares and the date of issue shall be entered on the
books of the corporation. Each certificate representing shares, warrants, rights
or options shall state upon the face thereof (a) that the corporation is
organized under the laws of the State of California, (b) the name of the person
to whom issued, (c) the number of shares which such certificate represents and
(d) a statement that the shares are no-par common stock.

     Section 2. TRANSFERS OF STOCK. The capital stock of the corporation,
warrants, rights, or options to purchase stock of the corporation shall be
subject to such valid restrictions on the transfer thereof as the Board of
Directors may by resolution determine prior to the issuance of the stock,
warrants, right or options to purchase such stock subject to such restrictions.

                                   ARTICLE VII

                                      SEAL

     The Board of Directors may adopt a seal which shall be inscribed thereon
the name of the corporation and the words "SEAL" and "CALIFORNIA" which, when
adopted, shall constitute the corporate seal of the Corporation.

                                  ARTICLE VIII

                                   FISCAL YEAR

     The Board of Directors, by resolution, may adopt a fiscal year for this
corporation.

                                   ARTICLE IX

                                    AMENDMENT

     These Bylaws may at any time and from time to time be amended, altered or
repealed by the Board of Directors or by the shareholders at any annual or
special meeting.

                                       16



                         PACIFIC OFFICE SOLUTIONS, INC.

                                BY LAW AMENDMENT

     The By-laws of Pacific Office Solutions, Inc., a California corporation,
were amended on May 16, 2003, so that Article III, Section 4 of the By-laws was
deleted and replaced with the following:

          Section 4. NUMBER OF DIRECTORS. The number of directors of this
          Corporation shall not be less than three and shall be set at three,
          unless changed by the shareholders.



                Special Joint Meeting of the Boards of Directors
                          and the Boards of Managers of
              Certain Subsidiaries of Global Imaging Systems, Inc.

                              AMENDMENT TO BYLAWS:
                                  June 16, 2003

     Bylaw Amendments -- Pacific Office Solutions, Inc.

     FURTHER RESOLVED, Article IV, Section 4(e) of the Bylaws of Pacific Office
Solutions, Inc. ("Pacific") is hereby amended and restated as follows:

          He, or an Assistant Secretary, shall sign all certificates
          representing shares, warrants, rights or options.

     FURTHER RESOLVED, that, the Board of Pacific hereby ratifies all actions
taken by the officers of Pacific from the time Global acquired Pacific until the
date hereof.

EX-4.2

                                                                     Exhibit 4.2

                          SECOND SUPPLEMENTAL INDENTURE

          This Supplemental Indenture, dated as of June 27, 2003 (this
"Supplemental Indenture"), among Global Imaging Systems, Inc. (together with its
successors and assigns, the "Company"), each existing Guarantor under the
Indenture referred to below (the "Existing Guarantors"), and The Bank of New
York, as Trustee under the Indenture referred to below.

                              W I T N E S S E T H:

          WHEREAS, the Company, the Existing Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of May 16, 2003 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of an aggregate principal amount of up to $57,500,000 million
of 4% Convertible Senior Subordinated Notes due 2008 of the Company;

          WHEREAS, the parties hereto desire to clarify and amend certain
provisions of the Indenture; and

          WHEREAS, pursuant to Sections 11.1(f) and (g) of the Indenture, the
Trustee, the Company and the Existing Guarantors are authorized to execute and
deliver this Supplemental Indenture to amend the Indenture, without the consent
of any Holder;

          NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Existing Guarantors and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Securities as follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words "herein," "hereof" and "hereby" and other
words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.

                                   ARTICLE II

                                   AMENDMENTS

          Section 2.1 Amendment and Restatement of Section 7.1. Section 7.1 of
the Indenture is hereby amended and restated in its entirety to read as follows:

          SECTION 7.1. Company or Any Guarantor May Consolidate, Etc., Only on
Certain Terms. Neither the Company nor any Guarantor shall consolidate with or
merge into

                                        1




any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

          (a) (1) the Company or such Guarantor, as the case may be, shall be
     the continuing entity or (2) the Person (in the case of a consolidation,
     merger, conveyance, transfer or lease by a Guarantor) formed by such
     consolidation or into which such Guarantor is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of such Guarantor substantially as an entirety is the Company or is,
     prior to completion of such consolidation, merger, conveyance, transfer or
     lease, a Guarantor or (3) the Person (if other than the Company or such
     Guarantor, as the case may be) formed by such consolidation or into which
     the Company or such Guarantor, as the case may be, is merged or the Person
     which acquires by conveyance or transfer, or which leases, the properties
     and assets of the Company or such Guarantor, as the case may be,
     substantially as an entirety (i) shall be a corporation organized and
     validly existing under the laws of the United States of America, any State
     thereof or the District of Columbia and (ii) shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of and any premium and interest, including Additional Interest,
     on all the Securities and the performance or observance of every covenant
     of this Indenture on the part of the Company or such Guarantor, as the case
     may be, to be performed or observed and the conversion rights shall be
     provided for in accordance with Article 4, by supplemental indenture
     satisfactory in form to the Trustee, executed and delivered to the Trustee,
     by the Person (if other than the Company or such Guarantor, as the case may
     be) formed by such consolidation or into which the Company or such
     Guarantor, as the case may be, shall have been merged or by the Person
     which shall have acquired the Company's or such Guarantor's assets;

          (b) immediately after giving effect to such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and

          (c) the Company or such Guarantor, as applicable, has delivered to the
     Trustee an Officers' Certificate and an Opinion of Counsel, each stating
     that such consolidation, merger, conveyance, transfer or lease and, if a
     supplemental indenture is required in connection with such transaction,
     such supplemental indenture comply with this Article 7 and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with and the supplemental indenture constitutes a legal,
     valid and binding obligation of such successor person.

                                   ARTICLE III

                                  MISCELLANEOUS

          Section 3.1 Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.

                                        2



          Section 3.2 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.

          Section 3.3 Separability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

          Section 3.4 Ratification of Indenture; Supplemental Indenture Part of
Indenture; Trustee's Disclaimer. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.

          Section 3.5 Multiple Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.

          Section 3.6 Headings. The headings of the Articles and Sections of
this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

          Section 3.7 Notation on Notes. Pursuant to Section 11.5 of the
Indenture, new Securities reflecting the amendments to the Indenture made hereby
shall not be issued; however, corresponding changes to the Securities to reflect
the amendments made hereby shall be deemed to be made to the Securities as of
the date of this Supplemental Indenture. The Trustee may, but shall not be
required to, place an appropriate notation as to this Supplemental Indenture on
any Security hereafter authenticated in accordance with Section 11.5 of the
Indenture.

                            [SIGNATURE PAGES FOLLOW]

                                        3



          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.

                             GLOBAL IMAGING SYSTEMS, INC.


                             By: /s/ Raymond Schilling
                                 -----------------------------------------------
                                 Name:  Raymond Schilling
                                 Title: Senior Vice President, Chief Financial
                                        Officer,Secretary and Treasurer

                                        4



                             ALTERNATIVE OFFICE SYSTEMS, INC.
                             ARIZONA OFFICE TECHNOLOGIES, INC.
                             AVPRESENTATIONS, INC.
                             BUSINESS EQUIPMENT UNLIMITED
                             CARR BUSINESS SYSTEMS, INC.
                             CENTRE BUSINESS PRODUCTS, INC.
                             COLUMN OFFICE EQUIPMENT, INC.
                             COMMERCIAL EQUIPMENT COMPANY
                             COPY SERVICE AND SUPPLY, INC.
                             DANIEL COMMUNICATIONS, INC.
                             DISTINCTIVE BUSINESS PRODUCTS, INC.
                             DUPLICATING SPECIALTIES, INC.
                             ECOM-DIVISION, INC.
                             ELECTRONIC SYSTEMS, INC.
                             LEWAN & ASSOCIATES, INC.
                             N&L ENTERPRISES, LLC
                             PACIFIC OFFICE SOLUTIONS, INC.
                             PROVIEW, INC.
                             QUALITY BUSINESS SYSTEMS, INC.
                             SOUTHERN BUSINESS COMMUNICATIONS, INC.
                             ELECTRONIC SYSTEMS OF RICHMOND, INC.
                             AMERICAN PHOTOCOPY EQUIPMENT
                                      COMPANY OF PITTSBURGH, LLC
                             BERNEY OFFICE SOLUTIONS, LLC
                             CAMERON OFFICE PRODUCTS, LLC
                             CAPITOL OFFICE SOLUTIONS, LLC
                             CONNECTICUT BUSINESS SYSTEMS, LLC
                             CONWAY OFFICE PRODUCTS, LLC
                             EASTERN COPY PRODUCTS, LLC
                             GLOBAL IMAGING FINANCE COMPANY, LLC
                             GLOBAL IMAGING OPERATIONS, LLC
                             MODERN BUSINESS MACHINES, LLC
                             NORTHEAST COPIER SYSTEMS, LLC
                             OFFICE TECH, LLC
                             GLOBAL OPERATIONS TEXAS, L.P.
                                By: GLOBAL IMAGING SYSTEMS, INC.,
                                    Its General Partner,
                             Each as an Existing Guarantor


                             By: /s/ Raymond Schilling
                                 ---------------------------------------------
                                  Name:   Raymond Schilling
                                  Title:  Vice President, of each entity above


                             THE BANK OF NEW YORK, as Trustee


                             By: /s/ Louis P. Young
                                 ---------------------------------------------
                                  Name: Louis P. Young
                                  Title:  Authorized Signer

                                        5

EX-5.1

                                                                     Exhibit 5.1

                     [Letterhead of Hogan & Hartson L.L.P.]

                                 August 13, 2003

Board of Directors
Global Imaging Systems, Inc.
3820 Northdale Boulevard, Suite 200A
Tampa, Florida 33624

Ladies and Gentlemen:

     This firm has acted as counsel to Global Imaging Systems, Inc., a Delaware
corporation (the "Company"), and to each of the Company's direct and indirect
subsidiaries identified on Exhibit A attached hereto (collectively, the
"Subsidiaries") in connection with their Registration Statement on Form S-3 (the
"Registration Statement"), filed with the Securities and Exchange Commission
relating to the offering of up to $57,500,000 in aggregate principal amount of
4% Convertible Senior Subordinated Notes due 2008 which are guaranteed by the
Subsidiaries (the "Notes"), and up to 2,406,663 shares of common stock issuable
by the Company upon conversion of the Notes (the "Shares"). This opinion letter
is furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss.229.601(b)(5), in connection with
the Registration Statement.

     For purposes of this opinion letter, we have examined copies of the
following documents (the "Documents"):

     1. A copy of the Registration Statement.

     2. An executed copy of the Indenture, including the provisions relating to
the Guarantees contained therein, dated May 16, 2003 (the "Indenture"), by and
among the Company, the Subsidiaries and the Bank of New York, as trustee (the
"Trustee").

     3. A copy of the Note issued pursuant to the Indenture.

     4. A copy of the form of certificate evidencing the Shares to be issued
upon conversion of the Notes.

     5. The Certificate of Incorporation of the Company, as certified by the
Secretary of the State of the State of Delaware on May 13, 2003 and by the
Secretary of the Company on the date hereof as being complete, accurate, and in
effect.

     6. The Bylaws of the Company, as certified by the Secretary of the Company
on the date hereof as being complete, accurate, and in effect.



Board of Directors
Global Imaging Systems, Inc.
August 13, 2003
Page 2

     7. The articles or certificate of incorporation (as applicable) of each
Subsidiary that is a corporation, and the certificate of formation, certificate
of organization or articles of organization (as applicable) of each Subsidiary
that is a limited liability company, as certified by a Vice President of such
Subsidiary (in the case of a Subsidiary that is a corporation) or a Manager of
such Subsidiary (in the case of a Subsidiary that is a limited liability
company) on the date hereof as being complete, accurate and in effect.

     8. The bylaws of each Subsidiary that is a corporation, the limited
liability company agreement or operating agreement (as applicable) of each
Subsidiary that is a limited liability company and the partnership agreement of
the Subsidiary that is a limited partnership, as certified by a Vice President
of such Subsidiary (in the case of a Subsidiary that is a corporation), a
Manager of such Subsidiary (in the case of a Subsidiary that is a limited
liability company) or the Secretary of the general partner of such Subsidiary
(in the case of the Subsidiary that is a limited partnership) on the date hereof
as being complete, accurate and in effect.

     9. Certain resolutions of the board of directors of the Company adopted at
a telephonic meeting held on May 7, 2003, and of the Pricing Committee of the
board of directors of the Company adopted at a telephonic meeting on May 12,
2003, as certified by the Secretary of the Company on the date hereof as being
complete, accurate and in effect, relating, among other things, to authorization
of the Indenture and the Notes.

     10. Certain resolutions of the board of directors of each Subsidiary that
is a corporation and the board of managers of each Subsidiary that is limited
liability company, as certified by a Vice President of such Subsidiary (in the
case of a Subsidiary that is a corporation) or a Manager of such Subsidiary (in
the case of a Subsidiary that is a limited liability company) on the date hereof
as being complete, accurate and in effect, relating, among other things, to
authorization of the Indenture.

     11. Certain resolutions of the stockholder or stockholders of each
Subsidiary that is a corporation, the member or members of each Subsidiary that
is limited liability company or the general partner of Subsidiary that is a
limited partnership, as certified by a Vice President of such Subsidiary (in the
case of a Subsidiary that is a corporation), a Manager of such Subsidiary (in
the case of a Subsidiary that is a limited liability company) or the Secretary
of the general partner of such Subsidiary (in the case of the Subsidiary that is
a limited partnership) on the date hereof as being complete, accurate and in
effect, relating, among other things, to authorization of the Transaction
Documents.

     12. A certificate of a certain officers of the Company and the
Subsidiaries, dated as of the date hereof, as to certain facts relating to the
Company and the Subsidiaries, respectively.

     In our examination of the Documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all of the Documents submitted to us, the authenticity of all
originals of the Documents, and the conformity to authentic original documents
of all of the Documents submitted to us as copies (including telecopies). This
opinion letter is given, and all statements herein are made, in the context of
the foregoing.



Board of Directors
Global Imaging Systems, Inc.
August 13, 2003
Page 3

     This opinion letter is based as to matters of law solely on applicable
provisions of the following, as currently in effect: (i) the Delaware General
Corporation Law, as amended, and (ii) the laws of the State of New York (but not
including any statutes, ordinances, administrative decisions, rules or
regulations of any political subdivision of the State of New York). We express
no opinion herein as to any other laws, statutes, ordinances, rules or
regulations. As used herein, the terms "Delaware General Corporation Law, as
amended" and "the laws of the State of New York" include the statutory
provisions contained therein, all applicable provisions of the Delaware and New
York Constitutions and reported judicial decisions interpreting these laws. With
respect to clause (ii) above, the opinion expressed herein is based on a review
of those laws that, in our experience, are generally recognized as being
applicable to the transactions contemplated in the Documents.

     Based upon, subject to and limited by the foregoing, we are of the opinion
that:

     (a) assuming due execution, authentication, issuance and delivery of the
Notes as provided in the Indenture, the Notes constitute valid and binding
obligations of the Company, and the guarantee of each Subsidiary constitutes a
valid and binding obligation of such Subsidiary, enforceable in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting creditors'
rights (including, without limitation, the effect of statutory and other law
regarding fraudulent conveyances, fraudulent transfers and preferential
transfers) and as may be limited by the exercise of judicial discretion and the
application of principles of equity including, without limitation, requirements
of good faith, fair dealing, conscionability and materiality (regardless of
whether the Notes or guarantees are considered in a proceeding at law or in
equity); and

     (b) following issuance of the Shares upon conversion of the Notes in
accordance with their terms and the terms of the Indenture, such Shares will be
validly issued, fully paid and non-assessable.

     This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.

                                        Very truly yours,

                                        /s/ HOGAN & HARTSON L.L.P.



                                    Exhibit A
                                    ---------

                                  Subsidiaries

         American Photocopy Equipment Company of Pittsburgh,
         LLC d/b/a

         Amcom Office System

         Arizona Office Technologies, Inc.

         AVPresentations, Inc.

         Berney Office Solutions, LLC

         Business Equipment Unlimited

         Cameron Office Products, LLC

         Capitol Office Solutions, LLC

         Carr Business Systems, Inc.

         Centre Business Products, Inc.

         Column Office Equipment, Inc.

         Commercial Equipment Company

         Connecticut Business Systems, LLC

         Conway Office Products, LLC

         Copy Service and Supply, Inc.

         Daniel Communications, Inc.

         Distinctive Business Products, Inc.

         Duplicating Specialties, Inc. d/b/a Copytronix

         Eastern Copy Products, LLC

         ecom-division, Inc.

         Electronic Systems, Inc.

         Electronic Systems of Richmond, Inc.

         Global Imaging Finance Company, LLC

         Global Imaging Operations, LLC

         Global Operations Texas, L.P.

         Lewan & Associates, Inc.

         Modern Business Machines, LLC



         N&L Enterprises, LLC

         Northeast Copier Systems, LLC

         Office Tech, LLC

         Pacific Office Solutions, Inc. f/k/a ARMDAP, Inc. d/b/a
         Advance Business Systems

         ProView, Inc.

         Quality Business Systems, Inc.

         Southern Business Communications, Inc.

EX-8.1

                                                                     Exhibit 8.1

                     [Letterhead of Hogan & Hartson L.L.P.]

                                 August 13, 2003

Global Imaging Systems, Inc.
3820 Northdale Boulevard, Suite 200A
Tampa, Florida 33624

Ladies and Gentlemen:

         This firm has acted as special counsel to Global Imaging Systems, Inc.,
a Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission and relating to the proposed offering of up to
$57,500,000 in aggregate principal amount of 4% Convertible Senior Subordinated
Notes due 2008 (the "Notes"), 2,406,663 shares of common stock, par value $0.01
per share ("Common Stock"), of the Company issuable upon conversion of the
Notes, and the guarantees of the Notes. This opinion letter is furnished to you
at your request to enable you to fulfill the requirements of Item 601(b)(8) of
Regulation S-K, 17 C.F.R. (S)229.601(b)(8), in connection with the Registration
Statement. Capitalized terms used in this letter and not otherwise defined
herein shall have the meaning set forth in the prospectus ("Prospectus")
included as part of the Registration Statement.

         This opinion letter is based as to matters of law solely on the
Internal Revenue Code of 1986, as amended, its legislative history, judicial
authority, current administrative rulings and practice, and existing and
proposed Treasury Regulations, all as in effect and existing on the date hereof
(collectively, "federal tax laws"). These provisions and interpretations are
subject to changes, which may or may not be retroactive in effect, that might
result in material modifications of our opinion. We express no opinion herein as
to any other laws, statutes, regulations, or ordinances. Our opinion does not
foreclose the possibility of a contrary determination by the Internal Revenue
Service (the "IRS") or a court of competent jurisdiction, or of a contrary
position by the IRS or the Treasury Department in regulations or rulings issued
in the future. In this regard, although we believe that our opinion set forth
herein will be sustained if challenged, an opinion of counsel with respect to an
issue is not binding on the IRS or the courts, and is not a guarantee that the
IRS will not assert a contrary position with respect to such issue or that a
court will not sustain such a position asserted by the IRS.

         In rendering the following opinion, we have examined such statutes,
regulations, records, certificates and other documents as we have considered
necessary or appropriate as a basis for such opinion, including (but not limited
to) the following: (i) the Registration Statement; (ii) the form of Notes; (iii)
the Registration Rights Agreement dated May 16, 2003 among the Company, its
subsidiaries and Wachovia Securities, Inc., Raymond James & Associates, Inc.,
SunTrust Capital Markets, Inc. and Robert W. Baird & Co. Incorporated; and (iv)
the Indenture dated as of May 16, 2003 between the Company, its subsidiaries and
The Bank of New York.



Global Imaging Systems, Inc.
August 13, 2003
Page 2

         In our review, we have assumed that all of the representations and
statements set forth in such documents are true and correct, and all of the
obligations imposed by any such documents on the parties thereto have been and
will continue to be performed or satisfied in accordance with their terms. We
also have assumed the genuineness of all signatures, the proper execution of all
documents, the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents, and the conformity to authentic original
documents of all documents submitted to us as copies (including telecopies).
This opinion letter is given, and all statements herein are made, in the context
of the foregoing.

         For purposes of rendering our opinion, we have not made an independent
investigation of the facts set forth in any of the above-referenced documents,
including the Prospectus. We have consequently relied upon representations and
information presented in such documents.

         Based upon, and subject to, the foregoing, we are of the opinion that
the discussion in the Prospectus under the heading "Certain U.S. Federal Income
Tax Considerations," to the extent that it purports to describe provisions of
federal income tax law or legal conclusions with respect thereto, is correct in
all material respects as of the date hereof.

         We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise referred to, nor filed with or furnished to, any other
governmental agency or other person or entity without the prior written consent
of this firm.

               We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

                                              Very truly yours,

                                              /s/ HOGAN & HARTSON L.L.P.

EX-12.1

                                                                   Exhibit 12.1

Global Imaging Systems, Inc.
Ratios of Earnings to Fixed Charges


                                                                           Three months
                                             March 31,                    ended June 30,
                                 ---------------------------------------------------------
                                  1999     2000    2001    2002     2003     2002   2003
                                 ---------------------------------------------------------
                                                           
Net Income                      $11,284  $15,051 $16,500 $27,214  $34,239  $ 7,688  $4,292
Provision for income taxes       10,390   12,729  14,055  18,458   22,921    5,146   2,814
                                 ------   ------  ------  ------   ------  -------  ------
Income before income taxes      $21,674  $27,780 $30,555 $45,672  $57,160  $12,834  $7,106
                                 ======   ======  ======  ======   ======  =======  ======

Fixed charges:
Interest expensed               $ 8,106  $21,311 $27,236 $23,157  $17,499   $4,685  $3,785
Amortization of deferred
 financing costs and discount       321      860     927   1,106    1,217      400     357
Estimated interest factor on
 operating leases                   529      925   1,301   1,433    1,693      359     423
                                 ------   ------  ------  ------   ------   ------  ------
Total fixed charges             $ 8,956  $23,096 $29,464 $25,696  $20,409  $ 5,344  $4,565
                                 ======   ======  ======  ======   ======   ======  ======

Earnings:
Income before income taxes      $21,674  $27,780 $30,555 $45,672  $57,160  $12,834  $7,106
                                 ------   ------  ------  ------   ------  -------  ------
Fixed charges                     8,956   23,069  29,464  25,696   20,409    5,344   4,565
                                 ------   ------  ------  ------   ------  ------  ------
Total earnings                  $30,630  $50,876 $60,019 $71,368  $77,569  $18,178 $11,671
                                 ======   ======  ======  ======   ======  =======  ======
Ratio of earnings to fixed
 charges                           3.42     2.20    2.04    2.78     3.80     3.40    2.56
                                 ======   ======  ======  ======   ======  =======  ======

EX-23.1

                                                                    EXHIBIT 23.1

               Consent of Independent Certified Public Accountants

         We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of Global Imaging
Systems, Inc. for the registration of $57,500,000 4% Convertible Senior
Subordinated Notes due 2008 (Notes) and 2,406,663 Shares of Common Stock
Issuable Upon Conversion of the Notes and to the incorporation by reference
therein of our reports dated May 9, 2003 (except for Note 18, as to which the
date is June 26, 2003), with respect to the consolidated financial statements
and schedule of Global Imaging Systems, Inc. incorporated by reference in its
Annual Report on Form 10-K for the year ended March 31, 2003, filed with the
Securities and Exchange Commission.

                                                  Ernst & Young LLP

Tampa, Florida
August 11, 2003

EX-25

    ========================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [__]

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                    13-5160382
(State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

One Wall Street, New York, N.Y.                             10286
(Address of principal executive offices)                    (Zip code)

                          Global Imaging Systems, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                                    59-3247752
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

             American Photocopy Equipment Company of Pittsburgh, LLC
                           d/b/a Amcom Office Systems
               (Exact name of obligor as specified in its charter)

Delaware                                                    25-1333970
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                        Arizona Office Technologies, Inc.
               (Exact name of obligor as specified in its charter)

Arizona                                                     86-0641398
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                              AVPresentations, Inc.
               (Exact name of obligor as specified in its charter)

Georgia                                                     58-2349704
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)



                          Berney Office Solutions, LLC
               (Exact name of obligor as specified in its charter)

Alabama                                                     63-0872797
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                          Business Equipment Unlimited
               (Exact name of obligor as specified in its charter)

Maine                                                       01-0332262
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                          Cameron Office Products, LLC
               (Exact name of obligor as specified in its charter)

Massachusetts                                               04-2943281
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                          Capitol Office Solutions, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                                     52-1058303
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                           Carr Business Systems, Inc.
               (Exact name of obligor as specified in its charter)

New York                                                    11-2382276
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                         Centre Business Products, Inc.
               (Exact name of obligor as specified in its charter)

Pennsylvania                                                25-1402615
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                          Column Office Equipment, Inc.
               (Exact name of obligor as specified in its charter)

Illinois                                                    36-3710965
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                                       -2-



                          Commercial Equipment Company
               (Exact name of obligor as specified in its charter)

Michigan                                                    38-1557417
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                        Connecticut Business Systems, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                                    06-1164954
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                           Conway Office Products, LLC
               (Exact name of obligor as specified in its charter)

New Hampshire                                               02-0326832
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                          Copy Service and Supply, Inc.
               (Exact name of obligor as specified in its charter)

North Carolina                                              56-1405771
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                           Daniel Communications, Inc.
               (Exact name of obligor as specified in its charter)

Alabama                                                     63-0957776
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                       Distinctive Business Products, Inc.
               (Exact name of obligor as specified in its charter)

Illinois                                                    36-3206780
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                 Duplicating Specialties, Inc. d/b/a Copytronix
               (Exact name of obligor as specified in its charter)

Oregon                                                      93-0557407
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)



                           Eastern Copy Products, LLC
               (Exact name of obligor as specified in its charter)

New York                                                    16-1060031
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                               ecom-division, Inc.
               (Exact name of obligor as specified in its charter)

Virginia                                                    54-1973509
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                            Electronic Systems, Inc.
               (Exact name of obligor as specified in its charter)

Virginia                                                    54-1145980
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                      Electronic Systems of Richmond, Inc.
               (Exact name of obligor as specified in its charter)

Virginia                                                    54-1221626
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                       Global Imaging Finance Company, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                                    59-3423296
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                         Global Imaging Operations, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                                    04-3340313
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                          Global Operations Texas, L.P.
               (Exact name of obligor as specified in its charter)

Texas                                                       58-2481442
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

                                       -4-



                            Lewan & Associates, Inc.
               (Exact name of obligor as specified in its charter)

Colorado                                                    84-0623459
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                          Modern Business Machines, LLC
               (Exact name of obligor as specified in its charter)

Alabama                                                     63-0916730
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                              N&L Enterprises, LLC
               (Exact name of obligor as specified in its charter)

Alabama                                                     63-0668814
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                          Northeast Copier System, LLC
               (Exact name of obligor as specified in its charter)

Massachusetts                                               04-2979231
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                                Office Tech, LLC
               (Exact name of obligor as specified in its charter)

New Jersey                                                  22-3030935
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


          Pacific Office Solutions, Inc. d/b/a Advance Business Systems
               (Exact name of obligor as specified in its charter)

California                                                  33-0488301
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                                  ProView, Inc.
               (Exact name of obligor as specified in its charter)

North Carolina                                              56-1879665
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)



                         Quality Business Systems, Inc.
               (Exact name of obligor as specified in its charter)

Washington                                                  91-1332069
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


                     Southern Business Communications, Inc.
               (Exact name of obligor as specified in its charter)

Georgia                                                     58-1428621
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)


3820 Northdale Boulevard, Suite 200A
Tampa, Florida                                              33624
 (Address of principal executive offices)                   (Zip code)

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

                4% Convertible Senior Subordinated Notes due 2008
                       (Title of the indenture securities)

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

                                       -6-



1.     General information. Furnish the following information as to the Trustee:

    (a)  Name and address of each examining or supervising authority to which it
is subject.

- ---------------------------------------------
        Name              Address
- ---------------------------------------------

    Superintendent of Banks of               2 Rector Street, New York,
    the State of New York                    N.Y. 10006, and Albany, N.Y. 12203

    Federal Reserve Bank of New York         33 Liberty Plaza, New York,
                                             N.Y. 10045

    Federal Deposit Insurance Corporation    Washington, D.C. 20429

    New York Clearing House Association      New York, New York 10005

    (b) Whether it is authorized to exercise corporate trust powers.

    Yes.

2.  Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such
    affiliation.

    None.

16. List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are
    incorporated herein by reference as an exhibit hereto, pursuant to Rule
    7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
    229.10(d).

    1.  A copy of the Organization Certificate of The Bank of New York (formerly
        Irving Trust Company) as now in effect, which contains the authority to
        commence business and a grant of powers to exercise corporate trust
        powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
        Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
        with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
        with Registration Statement No. 33-29637.)

    4.  A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
        filed with Registration Statement No. 33-31019.)

    6.  The consent of the Trustee required by Section 321(b) of the Act.
        (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

    7.  A copy of the latest report of condition of the Trustee published
        pursuant to law or to the requirements of its supervising or examining
        authority.



                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 5/th/ day of August, 2003.

                                        THE BANK OF NEW YORK



                                        By:   /s/  ROBERT A. MASSIMILLO
                                            ---------------------------
                                            Name:  ROBERT A. MASSIMILLO
                                            Title: VICE PRESIDENT

                                       -8-



                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.



                                                                                                      Dollar Amounts
ASSETS                                                                                                 In Thousands
                                                                                                   
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .........................................        $  4,389,492
   Interest-bearing balances ..................................................................           3,288,212
Securities:
   Held-to-maturity securities ................................................................             654,763
   Available-for-sale securities ..............................................................          17,626,360
Federal funds sold in domestic offices ........................................................           1,759,600
Securities purchased under agreements to resell ...............................................             911,600
Loans and lease financing receivables:
   Loans and leases held for sale .............................................................             724,074
   Loans and leases, net of unearned
     income ...................................................................................          32,368,718
   LESS: Allowance for loan and
     lease losses .............................................................................             826,505
   Loans and leases, net of unearned
     income and allowance .....................................................................          31,542,213
Trading Assets ................................................................................           7,527,662
Premises and fixed assets (including capitalized
   leases) ....................................................................................             825,706
Other real estate owned .......................................................................                 164
Investments in unconsolidated subsidiaries and
   associated companies .......................................................................             260,940
Customers' liability to this bank on acceptances
   outstanding ................................................................................             225,935
Intangible assets
   Goodwill ...................................................................................           2,027,675
   Other intangible assets ....................................................................              75,330
Other assets ..................................................................................           4,843,295
                                                                                                      -------------




                                                                          
Total assets .........................................................       $76,683,021
                                                                             ===========

LIABILITIES
Deposits:
   In domestic offices ...............................................       $33,212,852
   Noninterest-bearing ...............................................        12,997,086
   Interest-bearing ..................................................        20,215,766
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ..........................................        24,210,507
   Noninterest-bearing ...............................................           595,520
   Interest-bearing ..................................................        23,614,987
Federal funds purchased in domestic
  offices ............................................................           375,322
Securities sold under agreements to repurchase .......................           246,755
Trading liabilities ..................................................         2,335,466
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) .........................................           959,997
Bank's liability on acceptances executed and
   outstanding .......................................................           227,253
Subordinated notes and debentures ....................................         2,090,000
Other liabilities ....................................................         5,716,796
                                                                             -----------
Total liabilities ....................................................       $69,374,948
                                                                             ===========
Minority interest in consolidated
   subsidiaries ......................................................           540,772

EQUITY CAPITAL
Perpetual preferred stock and related
   surplus ...........................................................                 0
Common stock .........................................................         1,135,284
Surplus ..............................................................         1,056,295
Retained earnings ....................................................         4,463,720
Accumulated other comprehensive income ...............................          (112,002)
Other equity capital components ......................................                 0
Total equity capital .................................................         6,767,301
                                                                             -----------
Total liabilities minority interest and equity capital ...............       $76,683,021
                                                                             ===========





         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                           Thomas J. Mastro,
                                       Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith                         Directors

EX-99.1

                                                                    Exhibit 99.1

          Section 18-108 of the Delaware Limited Liability Company Act

s 18-108  Indemnification.

 Subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement, a limited liability company may, and shall
have the power to, indemnify and hold harmless any member or manager or other
person from and against any and all claims and demands whatsoever.

EX-99.2

                                                                    Exhibit 99.2

            Sections 10-850 to 10-858 of the Arizona Revised Statutes

(S) 10-850. Definitions

In this article, unless the context otherwise requires:

     1. "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased on consummation of the transaction.

     2. "Director" means an individual who is or was a director of a corporation
or an individual who, while a director of a corporation, is or was serving at
the corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other entity. A director is considered to be
serving an employee benefit plan at the corporation's request if the director's
duties to the corporation also impose duties on or otherwise involve services by
the director to the plan or to participants in or beneficiaries of the plan.
Director includes the estate or personal representative of a director.

     3. "Expenses" includes attorney fees and all other costs and expenses
reasonably related to a proceeding.

     4. "Liability" means the obligation to pay a judgment, settlement, penalty
or fine, including an excise tax assessed with respect to an employee benefit
plan, or reasonable expenses incurred with respect to a proceeding and includes
obligations and expenses that have not yet been paid by the indemnified person
but that have been or may be incurred.

     5. "Officer" means an individual who is or was an officer of a corporation
or an individual who, while an officer of a corporation, is or was serving at
the corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other entity. An officer is considered to be
serving an employee benefit plan at the corporation's request if the officer's
duties to the corporation also impose duties on or otherwise involve services by
the officer to the plan or to participants in or beneficiaries of the plan.
Officer includes the estate or personal representative of an officer.

     6. "Official capacity" means, if used with respect to a director, the
office of director in a corporation and, if used with respect to an officer as
contemplated in (S) 10-856, the office in a corporation held by the officer.
Official capacity does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit plan or
other entity.

     7. "Outside director" means a director who, when serving as a director, was
not an officer, employee or holder of more than five per cent of the outstanding
shares of any class of stock of the corporation or of any affiliate of the
corporation.

     8. "Party" includes an individual who was, is or is threatened to be made a
named defendant or respondent in a proceeding.

     9. "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.




(S) 10-851. Authority to indemnify

     A. Except as provided in subsection D of this section and in (S) 10-854, a
corporation may indemnify an individual made a party to a proceeding because
either:

     1. The individual is or was a director against liability incurred in the
proceeding if all of the following conditions exist:

     (a) The individual's conduct was in good faith.

     (b) The individual reasonably believed:

     (i) In the case of conduct in an official capacity with the corporation,
that the conduct was in its best interests.

     (ii) In all other cases, that the conduct was at least not opposed to its
best interests.

     (c) In the case of any criminal proceedings, the individual had no
reasonable cause to believe the conduct was unlawful.

     2. The director engaged in conduct for which broader indemnification has
been made permissible or obligatory under a provision of the articles of
incorporation pursuant to (S) 10-202, subsection b, paragraph 2.

     B. A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection A, paragraph 2, subdivision (a) of this section.

     C. The termination of a proceeding by judgment, order, settlement or
conviction or on a plea of no contest or its equivalent is not of itself
determinative that the director did not meet the standard of conduct described
in this section.

     D. A corporation may not indemnify a director under this section either:

     1. In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation.

     2. In connection with any other proceeding charging improper financial
benefit to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged liable on the basis that
financial benefit was improperly received by the director.

     E. Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

(S) 10-852. Mandatory indemnification

     A. Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was the prevailing party, on the merits or otherwise,
in the defense of any proceeding to which the director was a party because the
director is or was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding.

     B. Unless limited by its articles of incorporation, (S) 10-851, subsection
D or subsection C of this section, a corporation shall indemnify an outside
director against liability. Unless limited by its articles of incorporation or
subsection C of this section, a corporation shall pay an outside director's
expenses in advance of a final disposition of a proceeding, if the director
furnishes the corporation with a written affirmation of the director's good
faith belief that the director has met the standard of conduct described in (S)
10-851, subsection A and the director furnishes the



corporation with a written undertaking executed personally, or on the director's
behalf, to repay the advance if it is ultimately determined that the director
did not meet the standard of conduct. The undertaking required by this
subsection is an unlimited general obligation of the director but need not be
secured and shall be accepted without reference to the director's financial
ability to make repayment.

     C. A corporation shall not provide the indemnification or advancement of
expenses described in subsection B of this section if a court of competent
jurisdiction has determined before payment that the outside director failed to
meet the standards described in (S) 10-851, subsection A, and a court of
competent jurisdiction does not otherwise authorize payment under (S) 10-854. A
corporation shall not delay payment of indemnification or expenses under
subsection B of this section for more than sixty days after a request is made
unless ordered to do so by a court of competent jurisdiction.

(S) 10-853. Advance for expenses

     A. A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if both of the following conditions exist:

     1. The director furnishes the corporation with a written affirmation of the
director's good faith belief that the director has met the standard of conduct
described in (S) 10-851 or that the proceeding involves conduct for which
liability has been eliminated under a provision of the articles of incorporation
pursuant to (S) 10-202, subsection B, paragraph 1.

     2. The director furnishes the corporation with a written undertaking,
executed personally or on the director's behalf, to repay the advance if the
director is not entitled to mandatory indemnification under (S) 10-852 and it is
ultimately determined under (S) 10-854 or 10-855 that the director did not meet
the standard of conduct.

     B. The undertaking required by subsection A, paragraph 2 of this section is
an unlimited general obligation of the director but need not be secured and may
be accepted without reference to financial ability to make repayment.

     C. Authorizations of payments under this section shall be made in a manner
consistent with (S) 10-830 or 10-842.

     D. This section does not apply to advancement of expenses to or for the
benefit of an outside director. Advances to outside directors shall be made
pursuant to (S) 10-852.

(S) 10-854. Court ordered indemnification

     Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification or an advance for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary may
order indemnification or advance for expenses if it determines either:

     1. The director is entitled to mandatory indemnification under (S) 10-852,
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court ordered indemnification.

     2. The director is fairly and reasonably entitled to indemnification in
view of all of the relevant circumstances, whether or not the director met the
standard of conduct set forth in (S) 10-851 or was adjudged liable as described
in (S) 10-851, subsection D, but if the director was adjudged liable under (S)
10- 851, subsection D, indemnification is limited to reasonable expenses
incurred.



(S) 10-855. Determination and authorization of indemnification

     A. A corporation may not indemnify a director under (S) 10-851 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in (S) 10-851.

     B. The determination shall be made either:

     1. By the board of directors by a majority vote of the directors not at the
time parties to the proceeding.

     2. By special legal counsel:

     (a) Selected by majority vote of the disinterested directors.

     (b) If there are no disinterested directors, selected by majority vote of
the board.

     3. By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding shall not be voted on
the determination.

     C. Neither special legal counsel nor any shareholder has any liability
whatsoever for a determination made pursuant to this section. In voting pursuant
to subsection B of this section, directors shall discharge their duty in
accordance with (S) 10-830.

     D. Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection B,
paragraph 2 of this section to select counsel.

(S) 10-856. Indemnification of officers

     A. A corporation may indemnify and advance expenses under this article to
an officer of the corporation who is a party to a proceeding because the
individual is or was an officer of the corporation as follows:

     1. To the same extent as a director.

     2. If the individual is an officer but not a director, to the further
extent as may be provided by the articles of incorporation, the bylaws, a
resolution of the board of directors, or contract except for:

     (a) Liability in connection with a proceeding by or in the right of the
corporation other than for reasonable expenses incurred in connection with the
proceeding.

     (b) Liability arising out of conduct that constitutes:

     (i) Receipt by the officer of a financial benefit to which the officer is
not entitled.

     (ii) An intentional infliction of harm on the corporation or the
shareholders.

     (iii) An intentional violation of criminal law.

     B. Subsection A, paragraph 2 of this section applies to an officer who is
also a director if the basis on which the officer is made a party to the
proceeding is an act or omission solely as an officer.

     C. An officer of a corporation who is not a director is entitled to
mandatory indemnification under (S) 10-852, subsection A and may apply to a
court under (S) 10-854 for indemnification or an advance for expenses, in each
case



to the same extent to which a director is entitled to indemnification or advance
for expenses under those sections.

(S) 10-857. Insurance

     A corporation may purchase and maintain insurance, including
retrospectively rated and self-insured programs, on behalf of an individual who
is or was a director or officer of the corporation or who, while a director or
officer of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit
plan or other entity, against liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director or officer, whether or not the corporation would have power to
indemnify or advance expenses to the individual against the same liability under
this article.

(S) 10-858. Application of article

     A. A provision that treats a corporation's indemnification of or advance
for expenses to directors and that is contained in its articles of
incorporation, its bylaws, a resolution of its shareholders or board of
directors or a contract or otherwise is valid only if and to the extent the
provision is consistent with this article. If articles of incorporation limit
indemnification or advances for expenses, indemnification and advances for
expenses are valid only to the extent consistent with the articles.

     B. This article does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with the director's appearance as
a witness in a proceeding at a time when the director has not been made a named
defendant or respondent to the proceeding.

     C. This article does not limit a corporation's power to indemnify, advance
expenses or maintain insurance on behalf of an employee or agent.

EX-99.3

                                                                    Exhibit 99.3

    Sections 14-2-202(b)(4) and 14-2-850 to 14-2-859 of the Georgia Business
                                Corporation Act

(S) 14-2-202. Articles of incorporation

     (a) The articles of incorporation must set forth:

          (1) A corporate name for the corporation that satisfies the
requirements of Code Section 14-2-401;

          (2) The number of shares the corporation is authorized to issue;

          (3) The street address and county of the corporation's initial
registered office and the name of its initial registered agent at that office;

          (4) The name and address of each incorporator; and

          (5) The mailing address of the initial principal office of the
corporation, if different from the initial registered office.

     (b) The articles of incorporation may set forth:

          (1) The names and addresses of the individuals who are to serve as the
initial directors;

          (2) Provisions not inconsistent with law regarding:

               (A) The purpose or purposes for which the corporation is
organized;

               (B) Managing the business and regulating the affairs of the
corporation;

               (C) Defining, limiting, and regulating the powers of the
corporation, its board of directors, and shareholders;

               (D) A par value for authorized shares or classes of shares; and

               (E) The imposition of personal liability on shareholders for the
debts of the corporation to a specified extent and upon specified conditions;

          (3) Any provision that under this chapter is required or permitted to
be set forth in the bylaws;

          (4) A provision eliminating or limiting the liability of a director to
the corporation or its shareholders for monetary damages for any action taken,
or any failure to take any action, as a director, except liability:

               (A) For any appropriation, in violation of his or her duties, of
any business opportunity of the corporation;

               (B) For acts or omissions which involve intentional misconduct or
a knowing violation of law;

               (C) For the types of liability set forth in Code Section
14-2-832; or

               (D) For any transaction from which the director received an
improper personal benefit, provided that no such provision shall eliminate or
limit the liability of a director for any act or omission occurring prior to the
date when such provision becomes effective; and

          (5) A provision that, in discharging the duties of their respective
positions and in determining what is believed to be in the best interests of the
corporation, the board of directors, committees of the board of directors, and
individual directors, in addition to considering the effects of any action on
the corporation or its shareholders, may consider the interests of the
employees, customers, suppliers, and creditors of the corporation and its
subsidiaries, the communities in which offices or other establishments of the
corporation and its subsidiaries are located, and all other factors such
directors consider pertinent; provided, however, that any such provision shall
be deemed solely to grant discretionary authority to the directors and shall not
be deemed to provide to any constituency any right to be considered.

     (c) The articles of incorporation need not set forth any of the corporate
powers enumerated in this chapter.

s 14-2-850. Definitions

     As used in this part, the term:

          (1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

          (2) "Director" or "officer" means an individual who is or was a
director or officer, respectively, of a corporation or who, while a director or
officer of the corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee, or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan,
or other entity. A director or officer is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by, the
director or officer to the plan or to participants in or beneficiaries of the
plan. Director or officer includes,




unless the context otherwise requires, the estate or personal representative of
a director or officer.

          (3) "Disinterested director" means a director who at the time of a
vote referred to in subsection (c) of Code Section 14-2-853 or a vote or
selection referred to in subsection (b) or (c) of Code Section 14-2-855 or
subsection (a) of Code Section 14-2-856 is not:

               (A) A party to the proceeding; or

               (B) An individual who is a party to a proceeding having a
familial, financial, professional, or employment relationship with the director
whose indemnification or advance for expenses is the subject of the decision
being made with respect to the proceeding, which relationship would, in the
circumstances, reasonably be expected to exert an influence on the director's
judgment when voting on the decision being made.

          (4) "Expenses" includes counsel fees.

          (5) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.

          (6) "Official capacity" means:

               (A) When used with respect to a director, the office of director
in a corporation; and

               (B) When used with respect to an officer, as contemplated in Code
Section 14-2-857, the office in a corporation held by the officer.

Official capacity does not include service for any other domestic or foreign
corporation or any partnership, joint venture, trust, employee benefit plan, or
other entity.

          (7) "Party" means an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

          (8) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative and whether formal or informal.

s 14-2-851. Authority to indemnify

     (a) Except as otherwise provided in this Code section, a corporation may
indemnify an individual who is a party to a proceeding because he or she is or
was a director against liability incurred in the proceeding if:

          (1) Such individual conducted himself or herself in good faith; and

          (2) Such individual reasonably believed:

               (A) In the case of conduct in his or her official capacity, that
such conduct was in the best interests of the corporation;

               (B) In all other cases, that such conduct was at least not
opposed to the best interests of the corporation; and

               (C) In the case of any criminal proceeding, that the individual
had no reasonable cause to believe such conduct was unlawful.

     (b) A director's conduct with respect to an employee benefit plan for a
purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a)(2)(B) of this Code section.

     (c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Code section.

     (d) A corporation may not indemnify a director under this Code section:

          (1) In connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct under this Code section; or

          (2) In connection with any proceeding with respect to conduct for
which he or she was adjudged liable on the basis that personal benefit was
improperly received by him or her, whether or not involving action in his or her
official capacity.



s 14-2-852. Mandatory indemnification

     A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he or she was a
party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.

s 14-2-853. Advance for or reimbursement of expenses

     (a) A corporation may, before final disposition of a proceeding, advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he or she is a director if he or she delivers
to the corporation:

          (1) A written affirmation of his or her good faith belief that he or
she has met the relevant standard of conduct described in Code Section 14-2-851
or that the proceeding involves conduct for which liability has been eliminated
under a provision of the articles of incorporation as authorized by paragraph
(4) of subsection (b) of Code Section 14-2-202; and

          (2) His or her written undertaking to repay any funds advanced if it
is ultimately determined that the director is not entitled to indemnification
under this part.

     (b) The undertaking required by paragraph (2) of subsection (a) of this
Code section must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.

     (c) Authorizations under this Code section shall be made:

          (1) By the board of directors:

               (A) When there are two or more disinterested directors, by a
majority vote of all the disinterested directors (a majority of whom shall for
such purpose constitute a quorum) or by a majority of the members of a committee
of two or more disinterested directors appointed by such a vote; or

               (B) When there are fewer than two disinterested directors, by the
vote necessary for action by the board in accordance with subsection (c) of Code
Section 14-2-824, in which authorization directors who do not qualify as
disinterested directors may participate; or

          (2) By the shareholders, but shares owned or voted under the control
of a director who at the time does not qualify as a disinterested director with
respect to the proceeding may not be voted on the authorization.

s 14-2-854. Court-ordered indemnification

     (a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall:

          (1) Order indemnification or advance for expenses if it determines
that the director is entitled to indemnification under this part; or

          (2) Order indemnification or advance for expenses if it determines, in
view of all the relevant circumstances, that it is fair and reasonable to
indemnify the director or to advance expenses to the director, even if the
director has not met the relevant standard of conduct set forth in subsections
(a) and (b) of Code Section 14-2-851, failed to comply with Code Section
14-2-853, or was adjudged liable in a proceeding referred to in paragraph (1) or
(2) of subsection (d) of Code Section 14-2-851, but if the director was adjudged
so liable, the indemnification shall be limited to reasonable expenses incurred
in connection with the proceeding.

     (b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

s 14-2-855. Determination and authorization of indemnification

     (a) A corporation may not indemnify a director under Code Section 14-2-851
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of the director is permissible in the



circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.

     (b) The determination shall be made:

          (1) If there are two or more disinterested directors, by the board of
directors by a majority vote of all the disinterested directors (a majority of
whom shall for such purpose constitute a quorum) or by a majority of the members
of a committee of two or more disinterested directors appointed by such a vote;

          (2) By special legal counsel:

               (A) Selected in the manner prescribed in paragraph (1) of this
subsection; or

               (B) If there are fewer than two disinterested directors, selected
by the board of directors (in which selection directors who do not qualify as
disinterested directors may participate); or

          (3) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a disinterested
director may not be voted on the determination.

     (c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b) (2) (B) of this Code section to select special legal counsel.

s 14-2-856. Indemnification of directors

     (a) If authorized by the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast, a corporation may indemnify or obligate itself to indemnify
a director made a party to a proceeding including a proceeding brought by or in
the right of the corporation, without regard to the limitations in other Code
sections of this part, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.

     (b) The corporation shall not indemnify a director under this Code section
for any liability incurred in a proceeding in which the director is adjudged
liable to the corporation or is subjected to injunctive relief in favor of the
corporation:

          (1) For any appropriation, in violation of the director's duties, of
any business opportunity of the corporation;

          (2) For acts or omissions which involve intentional misconduct or a
knowing violation of law;

          (3) For the types of liability set forth in Code Section 14-2-832; or

          (4) For any transaction from which he or she received an improper
personal benefit.

     (c) Where approved or authorized in the manner described in subsection (a)
of this Code section, a corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:

          (1) The director furnishes the corporation a written affirmation of
his or her good faith belief that his or her conduct does not constitute
behavior of the kind described in subsection (b) of this Code section; and

          (2) The director furnishes the corporation a written undertaking,
executed personally or on his or her behalf, to repay any advances if it is
ultimately determined that the director is not entitled to indemnification under
this Code section.

s 14-2-857. Indemnification of officers, employees, and agents

     (a) A corporation may indemnify and advance expenses under this part to an
officer of the corporation who is a party to a proceeding because he or she is
an officer of the corporation:

          (1) To the same extent as a director; and

          (2) If he or she is not a director, to such further extent as may be
provided by the articles of incorporation, the bylaws, a resolution of the board
of directors, or contract except for liability arising out of conduct that
constitutes:

               (A) Appropriation, in violation of his or her duties, of any
business opportunity of the corporation;

               (B) Acts or omissions which involve intentional misconduct or a
knowing violation of law;

               (C) The types of liability set forth in Code Section 14-2-832; or

               (D) Receipt of an improper personal benefit.

     (b) The provisions of paragraph (2) of subsection (a) of this Code section
shall apply to an officer who is also a director if the sole basis on which he
or she is made a party to the proceeding is an act or omission solely as an



officer.

     (c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.

     (d) A corporation may also indemnify and advance expenses to an employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.

s 14-2-858. Insurance

     A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, or agent, whether or not the corporation would
have power to indemnify or advance expenses to him or her against the same
liability under this part.

s 14-2-859. Obligation for indemnification or advance for expenses in advance of
act or omission

     (a) A corporation may, by a provision in its articles of incorporation or
bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification or advance funds to pay
for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.

     (b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2- 1106.

     (c) A corporation may, by a provision in its articles of incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to this part.

     (d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.

     (e) Except as expressly provided in Code Section 14-2-857, this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.

EX-99.4

                                                                    Exhibit 99.4

          Section 10-12-4 of the Alabama Limited Liability Company Act

s 10-12-4. Powers.

  Unless its articles of organization provide otherwise, every limited liability
company has perpetual duration and succession in its name and has the same
powers as a natural person to do all things necessary or convenient to carry out
its business and affairs, including, without limitation, the following powers:

  (a) To sue and be sued, complain and defend, in its name.

  (b) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use, and otherwise deal in and with real or personal property, or an
interest in it, wherever situated.

  (c) To sell, convey, mortgage, encumber, pledge, lease, exchange, transfer,
and otherwise dispose of all or any part of its property and assets.

  (d) To lend money to and otherwise assist its members.

  (e) To purchase, take, receive, subscribe for, or otherwise acquire, own,
hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of,
and otherwise use and deal in and with shares or other interests in or
obligations of domestic or foreign limited liability companies, domestic or
foreign corporations, associations, general or limited partnerships, or direct
or indirect obligations of the United States or of any government, state,
territory, governmental district, or municipality, or of any instrumentality
thereof.

  (f) To make contracts, guarantees, and indemnity agreements and incur
liabilities; borrow money at those rates of interest as the limited liability
company may determine; issue its notes, bonds, and other obligations; and secure
any of its obligations by mortgage, pledge of, or creation of security interest
in, all or any of its property, franchises, or income; make contracts of
guaranty and suretyship which are necessary or convenient to the conduct,
promotion, or attainment of the business of the contracting company and of a
corporation of which the majority of the outstanding stock is owned, directly or
indirectly, by the contracting company; or make other contracts of guaranty and
suretyship which are necessary or convenient to the conduct, promotion, or
attainment of the business of the contracting company, or any interest therein,
not inconsistent with the provisions of the Constitution of Alabama as it may be
amended from time to time.

  (g) To lend money for any lawful purpose, invest and reinvest its funds, and
take and hold real and personal property as security for the payment of funds so
loaned or invested.

  (h) To conduct its business, carry on its operations, and have and exercise
the powers granted by this chapter in any state, territory, district, or
possession of the United States, or in any foreign country.

  (i) To elect or appoint managers and agents of the limited liability company,
and define their duties and fix their compensation.

  (j) To make and alter the operating agreement, not inconsistent with its
articles of organization or with the laws of this state, for the administration
and regulation of the affairs of the limited liability company.

  (k) To make donations for the public welfare or for charitable, scientific, or
educational purposes.

  (l) To transact any lawful business which the managers or members find will be
in aid of governmental policy.

  (m) To pay pensions and establish pension plans, pension trusts, profit-
sharing plans, and other incentive plans for any or all of its managers,
employees, former managers, or former employees.

  (n) To indemnify a member, manager, or employee, or former member, manager, or
employee of the limited liability company against expenses actually and
reasonably incurred in connection with the defense of an action, suit, or
proceeding, civil or criminal, in which the member, manager, or employee is made
a party by reason of being or having been a member, manager, or employee of the
limited liability company, except in relation to matters as to which the member,
manager, or employee is determined in the action, suit, or proceeding to be
liable for negligence or misconduct in the performance of duty; to make any
other indemnification that is authorized by the articles of organization, the
operating agreement, or by a resolution adopted by the members after notice
(unless notice is waived); to purchase and maintain insurance on behalf of any
person who is or was a member, manager, or employee of the limited liability
company against any liability asserted against and incurred by the member,
manager, or employee in any capacity or arising out of the member's, manager's,
or employee's status as such, whether or not the limited liability company would
have the power to indemnify the member, manager, or employee against that
liability under the provisions of this subsection.

  (o) To cease its activities.



  (p) To have and exercise all powers necessary or convenient to effect any or
all of the purposes for which the limited liability company is organized.

  (q) To become a partner, limited partner, shareholder, member, or associate of
a general partnership, limited partnership, registered limited liability
partnership, corporation, joint venture or similar association, or another
limited liability company.

  (r) To be a promoter, incorporator, organizer, or manager of any corporation,
general partnership, limited partnership, registered limited liability
partnership, limited liability company, joint venture, trust, or other
enterprise.

  (s) To render professional services, if each member or employee who renders
professional services in Alabama is licensed or registered to render those
professional services pursuant to applicable Alabama law and if the limited
liability company complies with the limitations of Section 10-12-45.

EX-99.5

                                                                    Exhibit 99.5

            Sections 851 to 860 of the Maine Business Corporation Act

(S) 851. Definitions

     As used in this subchapter, unless the context otherwise indicates, the
following terms have the following meanings.

     1. Corporation. "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger.

     2. Director; officer. "Director" or "officer" means an individual who is or
was a director or officer, respectively, of a corporation or who, while a
director or officer of the corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee or agent of another
domestic or foreign corporation, partnership, joint venture, trust, employee
benefit plan or other entity. A director or officer is considered to be serving
an employee benefit plan at the corporation's request if the director's or
officer's duties to the corporation also impose duties on, or otherwise involve
services by, the director or officer to the plan or to participants in or
beneficiaries of the plan. "Director" or "officer" includes, unless the context
requires otherwise, the estate or personal representative of a director or
officer.

     3. Disinterested director. "Disinterested director" means a director who,
at the time of a vote referred to in section 854, subsection 3 or a vote or
selection referred to in section 856, subsection 2 or 3, is not:

          A. A party to the proceeding; or

          B. An individual having a familial, financial, professional or
employment relationship with the director whose indemnification or advance for
expenses is the subject of the decision being made, which relationship would, in
the circumstances, reasonably be expected to exert an influence on the
director's judgment when voting on the decision being made.

     4. Expenses. "Expenses" includes attorney's fees.

     5. Liability. "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, including an excise tax assessed with respect to an
employee benefit plan, or reasonable expenses incurred with respect to a
proceeding.

     6. Official capacity. "Official capacity" means:

          A. When used with respect to a director, the office of director in a
corporation; and

          B. When used with respect to an officer, as contemplated in section
857, the office in a corporation held by the officer.

     "Official capacity" does not include service for any other domestic or
foreign corporation or any partnership, joint venture, trust, employee benefit
plan or other entity.

     7. Party. "Party" means an individual who was, is or is threatened to be
made a defendant or respondent in a proceeding.

     8. Proceeding. "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative and whether formal or informal.

(S) 852. Permissible indemnification




     1. Indemnification of director. Except as otherwise provided in this
section, a corporation may indemnify an individual who is a party to a
proceeding because that individual is a director of the corporation against
liability incurred in the proceeding if:

          A. The individual's conduct was in good faith and the individual
reasonably believed:

               (1) In the case of conduct in the individual's capacity as
director, that the individual's conduct was in the best interests of the
corporation;

               (2) In all other cases, that the individual's conduct was at
least not opposed to the best interests of the corporation; and

               (3) In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful; or

          B. The individual engaged in conduct for which broader indemnification
has been made permissible or obligatory under a provision of the corporation's
articles of incorporation as authorized by section 202, subsection 2, paragraph
E.

     2. Employee benefit plan. The conduct of a director with respect to an
employee benefit plan for a purpose the director reasonably believed to be in
the interests of the participants in, and the beneficiaries of, the plan is
conduct that satisfies the requirement of subsection 1, paragraph A.

     3. Termination of proceeding. The termination of a proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent is not of itself determinative that the director did not meet the
relevant standard of conduct described in this section.

     4. Court order. Unless ordered by a court under section 855, subsection 1,
paragraph C, a corporation may not indemnify one of its directors:

          A. In connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct under subsection 1; or

          B. In connection with any proceeding with respect to conduct for which
the director was adjudged liable on the basis that the director received a
financial benefit to which the director was not entitled, whether or not
involving action in the director's official capacity.

(S) 853. Mandatory indemnification

     A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director was
a party because the director was a director of the corporation against
reasonable expenses incurred by the director in connection with the proceeding.

(S) 854. Advance for expenses

     1. Advance funds. A corporation may, before final disposition of a
proceeding, advance funds to pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding because the director is a
director of that corporation if the director delivers to the corporation:

          A. A written affirmation of the director's good faith belief that the
director has met the relevant standard of conduct described in section 852 or
that the proceeding involves conduct for which liability has been eliminated
under a provision of the corporation's articles of incorporation as authorized
by section 202, subsection 2, paragraph D; and



          B. The director's written undertaking to repay any funds advanced if
the director is not entitled to mandatory indemnification under section 853 and
it is ultimately determined under section 855 or 856 that the director has not
met the relevant standard of conduct described in section 852.

     2. Unlimited obligation. The undertaking required by subsection 1,
paragraph B must be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to the financial ability of the
director to make repayment.

     3. Authorization. Authorizations under this section must be made:

          A. By the corporation's board of directors:

               (1) If there are 2 or more disinterested directors, by a majority
vote of all the disinterested directors, a majority of whom for this purpose
constitutes a quorum, or by a majority of the members of a committee of 2 or
more disinterested directors appointed by a majority vote of all the
disinterested directors; or

               (2) If there are fewer than 2 disinterested directors, by the
vote necessary for action by the corporation's board of directors in accordance
with section 825, subsection 3, in which authorization directors who do not
qualify as disinterested directors may participate; or

          B. By the shareholders, but shares owned by or voted under the control
of a director who at the time does not qualify as a disinterested director may
not be voted on the authorization.

(S) 855. Court-ordered indemnification; advance for expenses

     1. Application for indemnification or advance. A director who is a party to
a proceeding because that director is a director of the corporation may apply
for indemnification or an advance for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. After receipt of an
application and after giving any notice the court considers necessary, the court
shall:

          A. Order indemnification if the court determines that the director is
entitled to mandatory indemnification under section 853;

          B. Order indemnification or an advance for expenses if the court
determines that the director is entitled to indemnification or an advance for
expenses pursuant to a provision authorized by section 859, subsection 1; or

          C. Order indemnification or an advance for expenses if the court
determines, in view of all the relevant circumstances, that it is fair and
reasonable:

               (1) To indemnify the director; or

               (2) To advance expenses to the director even if the director has
not met the relevant standard of conduct set forth in section 852, subsection 1,
failed to comply with section 854 or was adjudged liable in a proceeding
referred to in section 852, subsection 4, paragraph A or B, but, if the director
was adjudged so liable, the director's indemnification must be limited to
reasonable expenses incurred in connection with the proceeding.

     2. Court determines director entitled to indemnification. If the court
determines that the director is entitled to indemnification under subsection 1,
paragraph A or to indemnification or an advance for expenses under subsection 1,
paragraph B, the court shall also order the corporation to pay the director's
reasonable expenses incurred in connection with obtaining the court- ordered
indemnification or advance for expenses. If the court determines that the
director is entitled to indemnification or an advance for expenses under
subsection 1, paragraph C, the court may also order the corporation to pay the
director's reasonable expenses to obtain the court-ordered indemnification or
advance for expenses.



(S) 856. Determination and authorization of indemnification

     1. Indemnify. A corporation may not indemnify a director under section 852
unless authorized for a specific proceeding after a determination has been made
that indemnification of the director is permissible because the director has met
the relevant standard of conduct set forth in section 852.

     2. Determination of permissibility. A determination under subsection 1 that
indemnification is permissible must be made:

          A. If there are 2 or more disinterested directors, by the
corporation's board of directors by a majority vote of all the disinterested
directors, a majority of whom for this purpose constitutes a quorum, or by a
majority of the members of a committee of 2 or more disinterested directors
appointed by a majority vote of all the disinterested directors;

          B. By special legal counsel:

               (1) Selected in the manner prescribed in paragraph A; or

               (2) If there are fewer than 2 disinterested directors, selected
by the corporation's board of directors in which selection directors who do not
qualify as disinterested directors may participate; or

          C. By the shareholders, but shares owned by or voted under the control
of a director who at the time does not qualify as a disinterested director may
not be voted on the determination.

     3. Authorization. Authorization of indemnification must be made in the same
manner as the determination that indemnification is permissible, except that if
there are fewer than 2 disinterested directors or if the determination is made
by special legal counsel, authorization of indemnification must be made by those
entitled under subsection 2, paragraph B, subparagraph (2) to select special
legal counsel.

(S) 857. Indemnification of officers

     1. Indemnify. A corporation may indemnify and advance expenses under this
subchapter to an officer of the corporation who is a party to a proceeding
because that officer is an officer of the corporation:

          A. To the same extent as a director; and

          B. If the officer is an officer but not a director, to such further
extent as may be provided by the corporation's articles of incorporation, the
bylaws, a resolution of the corporation's board of directors or a contract
except for:

               (1) Liability in connection with a proceeding by or in the right
of the corporation other than for reasonable expenses incurred in connection
with the proceeding; or

               (2) Liability arising out of conduct that constitutes:

                    (a) Receipt by the officer of a financial benefit to which
the officer is not entitled;

                    (b) An intentional infliction of harm on the corporation or
the shareholders; or

                    (c) An intentional violation of criminal law.

     2. Action of officer. Subsection 1, paragraph B applies to an officer who
is also a director if the basis on which the officer is made a party to the
proceeding is an act or omission solely as an officer.



     3. Mandatory indemnification. An officer who is not a director is entitled
to mandatory indemnification under section 853 and may apply to a court under
section 855 for indemnification or an advance for expenses, in each case to the
same extent to which a director may be entitled to indemnification or an advance
for expenses under those provisions.

(S) 858. Insurance

     A corporation may purchase and maintain insurance on behalf of an
individual who is a director or officer of the corporation, or who, while a
director or officer of the corporation, serves at the corporation's request as a
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity against liability asserted against or incurred by that individual
in that capacity or arising from the individual's status as a director or
officer, whether or not the corporation would have power to indemnify or advance
expenses to the individual against the same liability under this subchapter.

(S) 859. Variation by corporate action; application of subchapter

     1. Obligatory provision. A corporation may, by a provision in its articles
of incorporation or bylaws or in a resolution adopted or a contract approved by
its board of directors or shareholders, obligate itself in advance of the act or
omission giving rise to a proceeding to provide indemnification in accordance
with section 852 or advance funds to pay for or reimburse expenses in accordance
with section 854. Any such obligatory provision is deemed to satisfy the
requirements for authorization referred to in sections 854, subsection 3 and
856, subsection 3. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law is deemed to obligate the
corporation to advance funds to pay for or reimburse expenses in accordance with
section 854 to the fullest extent permitted by law, unless the provision
specifically provides otherwise.

     2. Indemnify predecessor. Any provision pursuant to subsection 1 may not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation pertaining to conduct with respect to the
predecessor unless otherwise specifically provided. Any provision for
indemnification or an advance for expenses in the corporation's articles of
incorporation or bylaws or a resolution of the corporation's board of directors
or shareholders of a predecessor of the corporation in a merger or in a contract
to which the predecessor is a party, existing at the time the merger takes
effect, is governed by section 1107, subsection 1, paragraph D.

     3. Limit indemnification. A corporation may, by a provision in its articles
of incorporation, limit any of the rights to indemnification or an advance for
expenses created by or pursuant to this subchapter.

     4. Appearance as witness. This subchapter does not limit a corporation's
power to pay or reimburse expenses incurred by a director or an officer in
connection with the director's or officer's appearance as a witness in a
proceeding at a time when the director or officer is not a party.

     5. Maintain insurance. This subchapter does not limit a corporation's power
to indemnify, advance expenses to or provide or maintain insurance on behalf of
an employee or agent.

(S) 860. Exclusivity of subchapter

     A corporation may provide indemnification or advance expenses to a director
or an officer only as permitted by this subchapter.

EX-99.6

                                                                    Exhibit 99.6

          Section 8 of the Massachusetts Limited Liability Company Act

(S) 8. Indemnification of member or manager

 (a) Subject to such standards and restrictions, if any, as are set forth in its
certificate of organization or a written operating agreement, a limited
liability company may, and shall have the power to, indemnify and hold harmless
any member or manager or other person from and against any and all claims and
demands whatsoever. Such indemnification may include payment by the limited
liability company of expenses incurred in defending a civil or criminal action
or proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer a member or manager.

 No indemnification shall be provided for any person with respect to any matter
as to which he shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best interest
of the limited liability company.

 (b) The certificate of organization or a written operating agreement may
eliminate or limit the personal liability of a member or manager for breach of
any duty to the limited liability company or to another member or manager.

EX-99.7

                                                                    Exhibit 99.7

         Sections 402(b) and 721 to 726 of the Business Corporations Law
                            of the State of New York


(S)402. Certificate of incorporation;  contents

 (a) A certificate, entitled "Certificate of incorporation of ...... (name of
corporation) under section 402 of the Business Corporation Law", shall be signed
by each incorporator, with his name and address included in such certificate and
delivered to the department of state. It shall set forth:

 (1) The name of the corporation.

 (2) The purpose or purposes for which it is formed, it being sufficient to
state, either alone or with other purposes, that the purpose of the corporation
is to engage in any lawful act or activity for which corporations may be
organized under this chapter, provided that it also state that it is not formed
to engage in any act or activity requiring the consent or approval of any state
official, department, board, agency or other body without such consent or
approval first being obtained. By such statement all lawful acts and activities
shall be within the purposes of the corporation, except for express limitations
therein or in this chapter, if any.

 (3) The county within this state in which the office of the corporation is to
be located.

 (4) The aggregate number of shares which the corporation shall have the
authority to issue; if such shares are to consist of one class only, the par
value of the shares or a statement that the shares are without par value; or, if
the shares are to be divided into classes, the number of shares of each class
and the par value of the shares having par value and a statement as to which
shares, if any, are without par value.

 (5) If the shares are to be divided into classes, the designation of each class
and a statement of the relative rights, preferences and limitations of the
shares of each class.

 (6) If the shares of any preferred class are to be issued in series, the
designation of each series and a statement of the variations in the relative
rights, preferences and limitations as between series insofar as the same are to
be fixed in the certificate of incorporation, a statement of any authority to be
vested in the board to establish and designate series and to fix the variations
in the relative rights, preferences and limitations as between series and a
statement of any limit on the authority of the board of directors to change the
number of shares of any series of preferred shares as provided in paragraph (e)
of section 502 (Issue of any class of preferred shares in series).

 (7) A designation of the secretary of state as agent of the corporation upon
whom process against it may be served and the post office address within or
without this state to which the secretary of state shall mail a copy of any
process against it served upon him.

 (8) If the corporation is to have a registered agent, his name and address
within this state and a statement that the registered agent is to be the agent
of the corporation upon whom process against it may be served.

 (9) The duration of the corporation if other than perpetual.

 (b) The certificate of incorporation may set forth a provision eliminating or
limiting the personal liability of directors to the corporation or its
shareholders for damages for any breach of duty in such capacity, provided that
no such provision shall eliminate or limit:

 (1) the liability of any director if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled or that his acts violated section 719, or



 (2) the liability of any director for any act or omission prior to the adoption
of a provision authorized by this paragraph.

 (c) The certificate of incorporation may set forth any provision, not
inconsistent with this chapter or any other statute of this state, relating to
the business of the corporation, its affairs, its rights or powers, or the
rights or powers of its shareholders, directors or officers including any
provision relating to matters which under this chapter are required or permitted
to be set forth in the by-laws. It is not necessary to set forth in the
certificate of incorporation any of the powers enumerated in this chapter.

(S)721. Nonexclusivity of statutory provisions for indemnification of directors
and officers

 The indemnification and advancement of expenses granted pursuant to, or
provided by, this article shall not be deemed exclusive of any other rights to
which a director or officer seeking indemnification or advancement of expenses
may be entitled, whether contained in the certificate of incorporation or the
by-laws or, when authorized by such certificate of incorporation or by-laws, (i)
a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled. Nothing contained in this article shall affect any rights
to indemnification to which corporate personnel other than directors and
officers may be entitled by contract or otherwise under law.

(S)722. Authorization for indemnification of directors and officers

 (a) A corporation may indemnify any person made, or threatened to be made, a
party to an action or proceeding (other than one by or in the right of the
corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

 (b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation or that he had reasonable
cause to believe that his conduct was unlawful.

 (c) A corporation may indemnify any person made, or threatened to be made, a
party to an action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation, except that no indemnification under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or



otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought, or, if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.

 (d) For the purpose of this section, a corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered fines; and
action taken or omitted by a person with respect to an employee benefit plan in
the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the corporation.


(S)723. Payment of indemnification other than by court award

 (a) A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in section 722 shall be entitled to indemnification as authorized in such
section.

 (b) Except as provided in paragraph (a), any indemnification under section 722
or otherwise permitted by section 721, unless ordered by a court under section
724 (Indemnification of directors and officers by a court), shall be made by the
corporation, only if authorized in the specific case:

 (1) By the board acting by a quorum consisting of directors who are not parties
to such action or proceeding upon a finding that the director or officer has met
the standard of conduct set forth in section 722 or established pursuant to
section 721, as the case may be, or,

 (2) If a quorum under subparagraph (1) is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs;

 (A) By the board upon the opinion in writing of independent legal counsel that
indemnification is proper in the circumstances because the applicable standard
of conduct set forth in such sections has been met by such director or officer,
or

 (B) By the shareholders upon a finding that the director or officer has met the
applicable standard of conduct set forth in such sections.

 (c) Expenses incurred in defending a civil or criminal action or proceeding may
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount as, and to the extent, required by paragraph (a) of
section 725.

(S)724. Indemnification of directors and officers by a court

 (a) Notwithstanding the failure of a corporation to provide indemnification,
and despite any contrary resolution of the board or of the shareholders in the
specific case under section 723 (Payment of indemnification other than by court
award), indemnification shall be awarded by a court to the extent authorized
under section 722 (Authorization for indemnification of directors and officers),
and paragraph (a) of section 723. Application therefor may be made, in every
case, either:

 (1) In the civil action or proceeding in which the expenses were incurred or
other amounts were paid, or

 (2) To the supreme court in a separate proceeding, in which case the
application shall set forth the disposition of any



previous application made to any court for the same or similar relief and also
reasonable cause for the failure to make application for such relief in the
action or proceeding in which the expenses were incurred or other amounts were
paid.

 (b) The application shall be made in such manner and form as may be required by
the applicable rules of court or, in the absence thereof, by direction of a
court to which it is made. Such application shall be upon notice to the
corporation. The court may also direct that notice be given at the expense of
the corporation to the shareholders and such other persons as it may designate
in such manner as it may require.

 (c) Where indemnification is sought by judicial action, the court may allow a
person such reasonable expenses, including attorneys' fees, during the pendency
of the litigation as are necessary in connection with his defense therein, if
the court shall find that the defendant has by his pleadings or during the
course of the litigation raised genuine issues of fact or law.

(S)725. Other provisions affecting indemnification of directors and officers

 (a) All expenses incurred in defending a civil or criminal action or proceeding
which are advanced by the corporation under paragraph (c) of section 723
(Payment of indemnification other than by court award) or allowed by a court
under paragraph (c) of section 724 (Indemnification of directors and officers by
a court) shall be repaid in case the person receiving such advancement or
allowance is ultimately found, under the procedure set forth in this article,
not to be entitled to indemnification or, where indemnification is granted, to
the extent the expenses so advanced by the corporation or allowed by the court
exceed the indemnification to which he is entitled.

 (b) No indemnification, advancement or allowance shall be made under this
article in any circumstance where it appears:

 (1) That the indemnification would be inconsistent with the law of the
jurisdiction of incorporation of a foreign corporation which prohibits or
otherwise limits such indemnification;

 (2) That the indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law, a resolution of the board or of the
shareholders, an agreement or other proper corporate action, in effect at the
time of the accrual of the alleged cause of action asserted in the threatened or
pending action or proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

 (3) If there has been a settlement approved by the court, that the
indemnification would be inconsistent with any condition with respect to
indemnification expressly imposed by the court in approving the settlement.

 (c) If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the shareholders, the corporation
shall, not later than the next annual meeting of shareholders unless such
meeting is held within three months from the date of such payment, and, in any
event, within fifteen months from the date of such payment, mail to its
shareholders of record at the time entitled to vote for the election of
directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.

 (d) If any action with respect to indemnification of directors and officers is
taken by way of amendment of the by-laws, resolution of directors, or by
agreement, then the corporation shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action, and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.

 (e) Any notification required to be made pursuant to the foregoing paragraph
(c) or (d) of this section by any domestic mutual insurer shall be satisfied by
compliance with the corresponding provisions of section one thousand two hundred
sixteen of the insurance law.



 (f) The provisions of this article relating to indemnification of directors and
officers and insurance therefor shall apply to domestic corporations and foreign
corporations doing business in this state, except as provided in section 1320
(Exemption from certain provisions).


(S)726. Insurance for indemnification of directors and officers

 (a) Subject to paragraph (b), a corporation shall have power to purchase and
maintain insurance:

 (1) To indemnify the corporation for any obligation which it incurs as a result
of the indemnification of directors and officers under the provisions of this
article, and

 (2) To indemnify directors and officers in instances in which they may be
indemnified by the corporation under the provisions of this article, and

 (3) To indemnify directors and officers in instances in which they may not
otherwise be indemnified by the corporation under the provisions of this article
provided the contract of insurance covering such directors and officers
provides, in a manner acceptable to the superintendent of insurance, for a
retention amount and for co-insurance.

 (b) No insurance under paragraph (a) may provide for any payment, other than
cost of defense, to or on behalf of any director or officer:

 (1) if a judgment or other final adjudication adverse to the insured director
or officer establishes that his acts of active and deliberate dishonesty were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled,
or

 (2) in relation to any risk the insurance of which is prohibited under the
insurance law of this state.

 (c) Insurance under any or all subparagraphs of paragraph (a) may be included
in a single contract or supplement thereto. Retrospective rated contracts are
prohibited.

 (d) The corporation shall, within the time and to the persons provided in
paragraph (c) of section 725 (Other provisions affecting indemnification of
directors or officers), mail a statement in respect of any insurance it has
purchased or renewed under this section, specifying the insurance carrier, date
of the contract, cost of the insurance, corporate positions insured, and a
statement explaining all sums, not previously reported in a statement to
shareholders, paid under any indemnification insurance contract.

 (e) This section is the public policy of this state to spread the risk of
corporate management, notwithstanding any other general or special law of this
state or of any other jurisdiction including the federal government.

EX-99.8

                                                                    Exhibit 99.8

       Sections 1741 to 1750 of the Pennsylvania Business Corporation Law

(S) 1741. Third-party actions

 Unless otherwise restricted in its bylaws, a business corporation shall have
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
representative of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action or proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner that he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

(S) 1742. Derivative and corporate actions

 Unless otherwise restricted in its bylaws, a business corporation shall have
power to indemnify any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
action if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation. Indemnification
shall not be made under this section in respect of any claim, issue or matter as
to which the person has been adjudged to be liable to the corporation unless and
only to the extent that the court of common pleas of the judicial district
embracing the county in which the registered office of the corporation is
located or the court in which the action was brought determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court of common pleas or other court deems proper.

(S) 1743. Mandatory indemnification

 To the extent that a representative of a business corporation has been
successful on the merits or otherwise in defense of any action or proceeding
referred to in section 1741 (relating to third-party actions) or 1742 (relating
to derivative and corporate actions) or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorney fees)
actually and reasonably incurred by him in connection therewith.

(S) 1744. Procedure for effecting indemnification

 Unless ordered by a court, any indemnification under section 1741 (relating to
third-party actions) or 1742 (relating to derivative and corporate actions)
shall be made by the business corporation only as authorized in the specific
case upon a determination that indemnification of the representative is proper
in the circumstances because he has met the applicable standard of conduct set
forth in those sections. The determination shall be made:



  (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;

  (2) if such a quorum is not obtainable or if obtainable and a majority vote of
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion; or

  (3) by the shareholders.

(S) 1745. Advancing expenses

 Expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to in this subchapter may be paid by a business corporation
in advance of the final disposition of the action or proceeding upon receipt of
an undertaking by or on behalf of the representative to repay the amount if it
is ultimately determined that he is not entitled to be indemnified by the
corporation as authorized in this subchapter or otherwise. Except as otherwise
provided in the bylaws, advancement of expenses shall be authorized by the board
of directors. Sections 1728 (relating to interested directors or officers;
quorum) and 2538 (relating to approval of transactions with interested
shareholders) shall not be applicable to the advancement of expenses under this
section.

(S) 1746. Supplementary coverage

 (a) General rule.--The indemnification and advancement of expenses provided by,
or granted pursuant to, the other sections of this subchapter shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office. Section 1728 (relating to interested directors or officers; quorum) and,
in the case of a registered corporation, section 2538 (relating to approval of
transactions with interested shareholders) shall be applicable to any bylaw,
contract or transaction authorized by the directors under this section. A
corporation may create a fund of any nature, which may, but need not be, under
the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations, whether arising under or pursuant to this section
or otherwise.

 (b) When indemnification is not to be made.--Indemnification pursuant to
subsection (a) shall not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. The articles may not provide for
indemnification in the case of willful misconduct or recklessness.

 (c) Grounds.--Indemnification pursuant to subsection (a) under any bylaw,
agreement, vote of shareholders or directors or otherwise may be granted for any
action taken and may be made whether or not the corporation would have the power
to indemnify the person under any other provision of law except as provided in
this section and whether or not the indemnified liability arises or arose from
any threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent with the public
policy of this Commonwealth.

(S) 1747. Power to purchase insurance

 Unless otherwise restricted in its bylaws, a business corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
representative of the corporation or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against that liability under the
provisions of this subchapter. Such insurance is declared to be consistent with
the public policy of this Commonwealth.



(S) 1748. Application to surviving or new corporations

 (a) General rule.--Except as provided in subsection (b), for the purposes of
this subchapter, references to "the corporation" include all constituent
corporations absorbed in a consolidation, merger or division, as well as the
surviving or new corporations surviving or resulting therefrom, so that any
person who is or was a representative of the constituent, surviving or new
corporation, or is or was serving at the request of the constituent, surviving
or new corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
subchapter with respect to the surviving or new corporation as he would if he
had served the surviving or new corporation in the same capacity.

 (b) Divisions.--Notwithstanding subsection (a), the obligations of a dividing
corporation to indemnify and advance expenses to its representatives, whether
arising under this subchapter or otherwise, may be allocated in a division in
the same manner and with the same effect as any other liability of the dividing
corporation.

(S) 1749. Application to employee benefit plans

 For purposes of this subchapter:

  (1) References to "other enterprises" shall include employee benefit plans and
references to "serving at the request of the corporation" shall include any
service as a representative of the business corporation that imposes duties on,
or involves services by, the representative with respect to an employee benefit
plan, its participants or beneficiaries.

  (2) Excise taxes assessed on a person with respect to an employee benefit plan
pursuant to applicable law shall be deemed "fines."

  (3) Action with respect to an employee benefit plan taken or omitted in good
faith by a representative of the corporation in a manner he reasonably believed
to be in the interest of the participants and beneficiaries of the plan shall be
deemed to be action in a manner that is not opposed to the best interests of the
corporation.

(S) 1750. Duration and extent of coverage

 The indemnification and advancement of expenses provided by, or granted
pursuant to, this subchapter shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.

EX-99.9

                                                                    Exhibit 99.9

             Section 5/8.75 of the Illinois Business Corporation Act

5/8.75. Indemnification of officers, directors, employees and agents; insurance

(S) 8.75. Indemnification of officers, directors, employees and agents;
insurance.

 (a) A corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation or,
with respect to any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was unlawful.

 (b) A corporation may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation, provided that no indemnification shall be
made with respect to any claim, issue, or matter as to which such person has
been adjudged to have been liable to the corporation, unless, and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

 (c) To the extent that a present or former director, officer or employee of a
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, if the person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation.

 (d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case,
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in subsections (a) or (b). Such
determination shall be made with respect to a person who is a director or
officer at the time of the determination: (1) by the majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, (2) by a committee of the directors designated by a majority
vote of the directors, even though less than a quorum, (3) if there are no such
directors, or if the directors so direct, by independent legal counsel in a
written opinion, or (4) by the shareholders.



 (e) Expenses (including attorney's fees) incurred by an officer or director in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorney's fees) incurred by former
directors and officers or other employees and agents may be so paid on such
terms and conditions, if any, as the corporation deems appropriate.

 (f) The indemnification and advancement of expenses provided by or granted
under the other subsections of this Section shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

 (g) A corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or who
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this Section.

 (h) If a corporation indemnifies or advances expenses to a director or officer
under subsection (b) of this Section, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.

 (i) For purposes of this Section, references to "the corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.

 (j) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Section.

 (k) The indemnification and advancement of expenses provided by or granted
under this Section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of that person.

 (l) The changes to this Section made by this amendatory Act of the 92nd General
Assembly apply only to actions commenced on or after the effective date of this
amendatory Act of the 92nd General Assembly.

EX-99.10

                                                                   Exhibit 99.10

     Sections 450.1551 to 450.1571 of the Michigan Business Corporation Act

450.1551. Directors' liability for corporate actions; shareholder's liability
for unauthorized dividends or distributions

     Sec. 551. (1) Directors who vote for, or concur in, any of the following
corporate actions are jointly and severally liable to the corporation for the
benefit of its creditors or shareholders, to the extent of any legally
recoverable injury suffered by its creditors or shareholders as a result of the
action but not to exceed the difference between the amount paid or distributed
and the amount that lawfully could have been paid or distributed:

     (a) Declaration of a share dividend or distribution to shareholders
contrary to this act or contrary to any restriction in the articles of
incorporation.

     (b) Distribution to shareholders during or after dissolution of the
corporation without paying or providing for debts, obligations, and liabilities
of the corporation as required by section 855a. [FN1]

     (c) Making a loan to a director, officer, or employee of the corporation or
of a subsidiary of the corporation contrary to this act.

     (2) A director is not liable under this section if he or she has complied
with section 541a. [FN2]

     (3) A shareholder who accepts or receives a share dividend or distribution
with knowledge of facts indicating it is contrary to this act, or any
restriction in the articles of incorporation, is liable to the corporation for
the amount accepted or received in excess of the shareholder's share of the
amount that lawfully could have been distributed.

     [FN1] M.C.L.A. (S) 450.1855a.
     [FN2] M.C.L.A. (S) 450.1541a.

450.1552. Remedies of director liable for corporate actions

     Sec. 552. (1) A director against whom a claim is successfully asserted
under section 551 [FN1] is entitled to contribution from the other directors who
voted for, or concurred in, the action upon which the claim is asserted.

     (2) A director against whom a claim is successfully asserted under section
551 is entitled, to the extent of the amounts paid by him or her to the
corporation as a result of the claims, to all of the following:

     (a) Upon payment to the corporation of any amount of an improper share
dividend or distribution, to be subrogated to the rights of the corporation
against shareholders who received the share dividend or distribution in
proportion to the amounts received by them respectively.

     (b) Upon payment to the corporation of any amount of the purchase price of
an improper purchase of shares to have the corporation rescind the purchase and
recover for his or her benefit, but at his or her expense, the amount of the
purchase price from any seller who sold the shares with knowledge of facts
indicating that the purchase of shares by the corporation was not authorized by
this act, or to have the corporation assign to the director the shares and any
claim against the seller.

     (c) Upon payment to the corporation of the claim of a creditor because of a
violation of subdivision (1)(b) of section 551, to be subrogated to the rights
of the corporation against shareholders who received an improper distribution of
assets.

     (d) Upon payment to the corporation of the amount of a loan made improperly
to a director, officer, or employee, to be subrogated to the rights of the
corporation against a director, officer, or employee who received the improper
loan.

     [FN1] M.C.L.A. (S) 450.1551.




450.1553. Presumption of director's concurrence in corporate actions; dissent

     Sec. 553. A director who is present at a meeting of the board, or a
committee thereof of which he is a member, at which action on a corporate matter
referred to in section 551 [FN1] is taken is presumed to have concurred in that
action unless his dissent is entered in the minutes of the meeting or unless he
files his written dissent to the action with the person acting as secretary of
the meeting before or promptly after the adjournment thereof. The right to
dissent does not apply to a director who voted in favor of the action. A
director who is absent from a meeting of the board, or a committee thereof of
which he is a member, at which any such action is taken is presumed to have
concurred in the action unless he files his dissent with the secretary of the
corporation within a reasonable time after he has knowledge of the action.

     [FN1] M.C.L.A. (S) 450.1551.

450.1554. Limitations, actions against directors or shareholders or by directors

     Sec. 554. An action against a director or shareholder for recovery upon a
liability imposed by section 551 [FN1] shall be commenced within 3 years after
the cause of action accrues. An action under section 552 [FN2] shall be
commenced within 3 years after payment by the director to the corporation.

     [FN1] M.C.L.A. (S) 450.1551.
     [FN2] M.C.L.A. (S) 450.1552.

450.1561. Indemnification; actions by third parties

     Sec. 561. A corporation has the power to indemnify a person who was or is a
party or is threatened to be made a party to a threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal, other than an action by or in the
right of the corporation, by reason of the fact that he or she is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, whether for profit or not, against
expenses, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding, if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to a criminal
action or proceeding, if the person had no reasonable cause to believe his or
her conduct was unlawful. The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation or its shareholders,
and, with respect to a criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

450.1562. Indemnification; actions by or in right of the corporation

     Sec. 562. A corporation has the power to indemnify a person who was or is a
party or is threatened to be made a party to a threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he or she is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or



not, against expenses, including attorneys' fees, and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders. Indemnification shall not be made for a claim, issue, or matter in
which the person has been found liable to the corporation except to the extent
authorized in section 564c. [FN1]

     [FN1] M.C.L.A. (S) 450.1564c.

450.1563. Indemnification against expenses; successful defense of proceedings or
claims

     Sec. 563. To the extent that a director or officer of a corporation has
been successful on the merits or otherwise in defense of an action, suit, or
proceeding referred to in section 561 or 562, or in defense of a claim, issue,
or matter in the action, suit, or proceeding, the corporation shall indemnify
him or her against actual and reasonable expenses, including attorneys' fees,
incurred by him or her in connection with the action, suit, or proceeding and an
action, suit, or proceeding brought to enforce the mandatory indemnification
provided in this section.

450.1564. Repealed by P.A.1989, No. 121, (S) 2, Eff. Oct. 1

450.1564a. Indemnification; determination of propriety, evaluation of expense
and settlement reasonableness; director participation; partial indemnification

     Sec. 564a. (1) Except as otherwise provided in subsection (5), an
indemnification under section 561 or 562, [FN1] unless ordered by the court,
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in sections 561 and 562 and upon an evaluation of the
reasonableness of expenses and amounts paid in settlement. This determination
and evaluation shall be made in any of the following ways:

     (a) By a majority vote of a quorum of the board consisting of directors who
are not parties or threatened to be made parties to the action, suit, or
proceeding.

     (b) If a quorum cannot be obtained under subdivision (a), by majority vote
of a committee duly designated by the board and consisting solely of 2 or more
directors not at the time parties or threatened to be made parties to the
action, suit, or proceeding.

     (c) By independent legal counsel in a written opinion, which counsel shall
be selected in 1 of the following ways:

     (i) By the board or its committee in the manner prescribed in subdivision
(a) or (b).

     (ii) If a quorum of the board cannot be obtained under subdivision (a) and
a committee cannot be designated under subdivision (b), by the board.

     (d) By all independent directors who are not parties or threatened to be
made parties to the action, suit, or proceeding.

     (e) By the shareholders, but shares held by directors, officers, employees,
or agents who are parties or threatened to be made parties to the action, suit,
or proceeding may not be voted.

     (2) In the designation of a committee under subsection (1)(b) or in the
selection of independent legal counsel under subsection (1)(c)(ii), all
directors may participate.

     (3) If a person is entitled to indemnification under section 561 or 562 for
a portion of expenses, including



reasonable attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement, but not for the total amount, the corporation may indemnify the
person for the portion of the expenses, judgments, penalties, fines, or amounts
paid in settlement for which the person is entitled to be indemnified.

     (4) An authorization of payment of indemnification under this section shall
be made in any of the following ways:

     (a) By the board in 1 of the following ways:

     (i) If there are 2 or more directors who are not parties or threatened to
be made parties to the action, suit, or proceeding, by a majority vote of all
directors who are not parties or threatened to be made parties, a majority of
whom shall constitute a quorum for this purpose.

     (ii) By a majority of the members of a committee of 2 or more directors who
are not parties or threatened to be made parties to the action, suit, or
proceeding.

     (iii) If the corporation has 1 or more independent directors who are not
parties or threatened to be made parties to the action, suit, or proceeding, by
a majority vote of all independent directors who are not parties or are
threatened to be made parties, a majority of whom shall constitute a quorum for
this purpose.

     (iv) If there are no independent directors and less than 2 directors who
are not parties or threatened to be made parties to the action, suit, or
proceeding, by the vote necessary for action by the board in accordance with
section 523, [FN2] in which authorization all directors may participate.

     (b) By the shareholders, but shares held by directors, officers, employees,
or agents who are parties or threatened to be made parties to the action, suit,
or proceeding may not be voted on the authorization.

     (5) To the extent that the articles of incorporation include a provision
eliminating or limiting the liability of a director pursuant to section
209(1)(c), [FN3] a corporation may indemnify a director for the expenses and
liabilities described in this subsection without a determination that the
director has met the standard of conduct set forth in sections 561 and 562, but
no indemnification may be made except to the extent authorized in section 564c
[FN4] if the director received a financial benefit to which he or she was not
entitled, intentionally inflicted harm on the corporation or its shareholders,
violated section 551, [FN5] or intentionally committed a criminal act. In
connection with an action or suit by or in the right of the corporation as
described in section 562, indemnification under this subsection may be for
expenses, including attorneys' fees, actually and reasonably incurred. In
connection with an action, suit, or proceeding other than an action, suit, or
proceeding by or in the right of the corporation, as described in section 561,
indemnification under this subsection may be for expenses, including attorneys'
fees, actually and reasonably incurred, and for judgments, penalties, fines, and
amounts paid in settlement actually and reasonably incurred.

     [FN1] M.C.L.A. (S)(S) 450.1561 or 450.1562.
     [FN2] M.C.L.A. (S) 450.1523.
     [FN3] M.C.L.A. (S) 450.1209.
     [FN4] M.C.L.A. (S) 450.1564c.
     [FN5] M.C.L.A. (S) 450.1551.

450.1564b. Payment or reimbursement of reasonable expenses prior to final
disposition of proceedings, conditions; unlimited general obligation

     Sec. 564b. (1) A corporation may pay or reimburse the reasonable expenses
incurred by a director, officer, employee, or agent who is a party or threatened
to be made a party to an action, suit, or proceeding in advance of final
disposition of the proceeding if the person furnishes the corporation a written
undertaking, executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the applicable
standard of conduct, if any, required by this act for the indemnification of a
person under the circumstances.



     (2) The undertaking required by subsection (1) must be an unlimited general
obligation of the person but need not be secured and may be accepted without
reference to the financial ability of the person to make repayment.

     (3) An evaluation of reasonableness under this section shall be made in the
manner specified in section 564a(1) for an evaluation of reasonableness of
expenses, and an authorization shall be made in the manner specified in section
564a(4) unless an advance is mandatory.

     (4) A provision in the articles of incorporation or bylaws, a resolution of
the board or shareholders, or an agreement making indemnification mandatory
shall also make the advancement of expenses mandatory unless the provision,
resolution, or agreement specifically provides otherwise.

450.1564c. Application for indemnification; order; limitation

     Sec. 564c. A director, officer, employee, or agent of the corporation who
is a party or threatened to be made a party to an action, suit, or proceeding
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the court
after giving any notice it considers necessary may order indemnification if it
determines that the person is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he or she met the
applicable standard of conduct set forth in sections 561 and 562 [FN1] or was
adjudged liable as described in section 562, [FN2] but if he or she was adjudged
liable, his or her indemnification is limited to reasonable expenses incurred.

     [FN1] M.C.L.A.(S)(S) 450.1561 and 450.1562.
     [FN2] M.C.L.A.(S) 450.1562.

450.1565. Indemnification or advancement of expenses provided under this chapter
not exclusive

     Sec. 565. (1) The indemnification or advancement of expenses provided under
sections 561 to 564c [FN1] is not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation, bylaws, or a contractual agreement. The total amount
of expenses advanced or indemnified from all sources combined shall not exceed
the amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses.

     (2) The indemnification provided for in sections 561 to 565 [FN2] continues
as to a person who ceases to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, personal representatives, and
administrators of the person.

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.1564c.
     [FN2] M.C.L.A. (S)(S) 450.1561 to 450.1565.

450.1567. Liability insurance for directors, officers, partners, etc.

     Sec. 567. (1) A corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have power to indemnify him or her against liability under sections 561 to 565.
[FN1]

     (2) If the articles of incorporation include a provision eliminating or
limiting the liability of a director pursuant to section 209(1)(c), [FN2]
insurance on behalf of a director under subsection (1) may be purchased from an
insurer owned by the corporation, but insurance purchased from that insurer may
insure a director against monetary liability to the corporation or its
shareholders only to the extent to which the corporation could indemnify the
director under



section 564a(5).

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.565.
     [FN2] M.C.L.A. (S) 450.1209.

450.1569. Indemnification and insurance, constituent corporations and resulting
or surviving corporations

     Sec. 569. For purposes of sections 561 to 567, [FN1] "corporation" includes
all constituent corporations absorbed in a consolidation or merger and the
resulting or surviving corporation, so that a person who is or was a director,
officer, employee, or agent of the constituent corporation or is or was serving
at the request of the constituent corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise whether for profit or not
shall stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as the person would if he or
she had served the resulting or surviving corporation in the same capacity.

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.1567.

450.1571. Definitions

     Sec. 571. For the purposes of sections 561 to 567: [FN1]

     (a) "Fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan.

     (b) "Other enterprises" shall include employee benefit plans.

     (c) "Serving at the request of the corporation" shall include any service
as a director, officer, employee, or agent of the corporation which imposes
duties on, or involves services by, the director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or its
beneficiaries.

     (d) A person who acted in good faith and in a manner he or she reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be considered to have acted in a manner "not opposed
to the best interests of the corporation or its shareholders" as referred to in
sections 561 and 562. [FN2]

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.1567.
     [FN2] M.C.L.A. (S)(S) 450.1561 and 450.1562.

EX-99.11

                                                                   Exhibit 99.11

       Section 304-C:9 of the New Hampshire Limited Liability Company Act

304-C:9 Indemnification.

 I. Except as provided in paragraph II and subject to such standards and
restrictions, if any, as are set forth in its limited liability company
agreement, a limited liability company may, and shall have the power to,
indemnify any member or manager or other person made a party to a proceeding or
threatened to be made a named defendant or respondent in a proceeding because
such member, manager, or other person acted on behalf of the limited liability
company, against liability for a judgment, settlement, penalty, fine, including
an excise tax assessed with respect to an employee benefit plan, or reasonable
expenses incurred with respect to a proceeding, if:

 (a) The member, manager or person conducted himself in good faith; and

 (b) The member, manager, or person reasonably believed his conduct was not
opposed to the best interest of the limited liability company.

 II. A limited liability company may not indemnify a member, manager, or other
person under this section:

 (a) In connection with a proceeding by or in the right of the limited
liability company in which such person was judged liable to the limited
liability company; or

 (b) In connection with any other proceeding charging improper personal benefit
to such person, whether or not involving action on behalf of the limited
liability company, in which such person was adjudged liable on the basis that
personal benefit was improperly received by him.

EX-99.12

                                                                   Exhibit 99.12

   Sections 55-8-50 to 55-8-58 of the North Carolina Business Corporation Act


(S)55-8-50. Policy statement and definitions

 (a) It is the public policy of this State to enable corporations organized
under this Chapter to attract and maintain responsible, qualified directors,
officers, employees and agents, and, to that end, to permit corporations
organized under this Chapter to allocate the risk of personal liability of
directors, officers, employees and agents through indemnification and insurance
as authorized in this Part.

 (b) Definitions in this Part:

  (1) "Corporation" includes any domestic or foreign corporation absorbed in a
merger which, if its separate existence had continued, would have had the
obligation or power to indemnify its directors, officers, employees, or agents,
so that a person who would have been entitled to receive or request
indemnification from such corporation if its separate existence had continued
shall stand in the same position under this Part with respect to the surviving
corporation.

  (2) "Director" means an individual who is or was a director of a corporation
or an individual who, while a director of a corporation, is or was serving at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. A director is considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.

  (3) "Expenses" means expenses of every kind incurred in defending a
proceeding, including counsel fees.

  (4) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit
plan), or reasonable expenses incurred with respect to a proceeding.

  (4a) "Officer", "employee", or "agent" includes, unless the context requires
otherwise, the estate or personal representative of a person who acted in that
capacity.

  (5) "Official capacity" means: (i) when used with respect to a director, the
office of director in a corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in G.S. 55-8-56, the office in
a corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise.

  (6) "Party" includes an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

  (7) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

(S) 55-8-51. Authority to indemnify

 (a) Except as provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if:

  (1) He conducted himself in good faith; and



  (2) He reasonably believed (i) in the case of conduct in his official capacity
with the corporation, that his conduct was in its best interests; and (ii) in
all other cases, that his conduct was at least not opposed to its best
interests; and

  (3) In the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

 (b) A director's conduct with respect to an employee benefit plan for a purpose
he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

 (c) The termination of a proceeding by judgment, order, settlement, conviction,
or upon a plea of no contest or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in this
section.

 (d) A corporation may not indemnify a director under this section:

  (1) In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

  (2) In connection with any other proceeding charging improper personal benefit
to him, whether or not involving action in his official capacity, in which he
was adjudged liable on the basis that personal benefit was improperly received
by him.

 (e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without a
final adjudication on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

 (f) The authorization, approval or favorable recommendation by the board of
directors of a corporation of indemnification, as permitted by this section,
shall not be deemed an act or corporate transaction in which a director has a
conflict of interest, and no such indemnification shall be void or voidable on
such ground.

(S) 55-8-52. Mandatory indemnification

 Unless limited by its articles of incorporation, a corporation shall indemnify
a director who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with the
proceeding.

(S) 55-8-53. Advance for expenses

 Expenses incurred by a director in defending a proceeding may be paid by the
corporation in advance of the final disposition of such proceeding as authorized
by the board of directors in the specific case or as authorized or required
under any provision in the articles of incorporation or bylaws or by any
applicable resolution or contract upon receipt of an undertaking by or on behalf
of the director to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation against such expenses.

(S) 55-8-54. Court-ordered indemnification

 Unless a corporation's articles of incorporation provide otherwise, a director
of the corporation who is a party to a proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court after giving any notice
the court considers necessary may order indemnification if it determines:



  (1) The director is entitled to mandatory indemnification under G.S. 55-8- 52,
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification; or

  (2) The director is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he met the standard of conduct
set forth in G.S. 55-8-51 or was adjudged liable as described in G.S.
55-8-51(d), but if he was adjudged so liable his indemnification is limited to
reasonable expenses incurred.

(S) 55-8-55. Determination and authorization of indemnification

 (a) A corporation may not indemnify a director under G.S. 55-8-51 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in G.S. 55-8-51.

 (b) The determination shall be made:

  (1) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

  (2) If a quorum cannot be obtained under subdivision (1), by majority vote of
a committee duly designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of two or more
directors not at the time parties to the proceeding;

  (3) By special legal counsel (i) selected by the board of directors or its
committee in the manner prescribed in subdivision (1) or (2); or (ii) if a
quorum of the board of directors cannot be obtained under subdivision (1) and a
committee cannot be designated under subdivision (2), selected by majority vote
of the full board of directors (in which selection directors who are parties may
participate); or

  (4) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination.

 (c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

(S) 55-8-56. Indemnification of officers, employees, and agents

 Unless a corporation's articles of incorporation provide otherwise:

  (1) An officer of the corporation is entitled to mandatory indemnification
under G.S. 55-8-52, and is entitled to apply for court-ordered indemnification
under G.S. 55-8-54, in each case to the same extent as a director;

  (2) The corporation may indemnify and advance expenses under this Part to an
officer, employee, or agent of the corporation to the same extent as to a
director; and

  (3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.



(S) 55-8-57. Additional indemnification and insurance

 (a) In addition to and separate and apart from the indemnification provided for
in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or resolution indemnify or
agree to indemnify any one or more of its directors, officers, employees, or
agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify any person who,
at the request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan. Any provision in any articles of
incorporation, bylaw, contract, or resolution permitted under this section may
include provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of rights to
indemnification granted therein and may further include provisions establishing
reasonable procedures for determining and enforcing the rights granted therein.

 (b) The authorization, adoption, approval, or favorable recommendation by the
board of directors of a public corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
shall not be deemed an act or corporate transaction in which a director has a
conflict of interest, and no such articles of incorporation or bylaw provision
or contract or resolution shall be void or voidable on such grounds. The
authorization, adoption, approval, or favorable recommendation by the board of
directors of a nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
which occurred prior to July 1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such articles
of incorporation, bylaw provision, contract or resolution shall be void or
voidable on such grounds. Except as permitted in G.S. 55-8-31, no such bylaw,
contract, or resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or liabilities asserted
against any director prior to its adoption, authorization, or approval by the
board of directors.

 (c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under any provision of this Chapter.

(S) 55-8-58. Application of Part

 (a) If articles of incorporation limit indemnification or advance for expenses,
indemnification and advance for expenses are valid only to the extent consistent
with the articles.

 (b) This Part does not limit a corporation's power to pay or reimburse expenses
incurred by a director in connection with his appearance as a witness in a
proceeding at a time when he has not been made a named defendant or respondent
to the proceeding.

 (c) This Part shall not affect rights or liabilities arising out of acts or
omissions occurring before July 1, 1990.

EX-99.13

                                                                   Exhibit 99.13

    Sections 10-2B-8.50 to 10-2B-8.58 of the Alabama Business Corporation Act

s 10-2B-8.50. Definitions.

In Division E of this Article 8:

     (1) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

     (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise
involve services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

     (3) "Expenses" include counsel fees.

     (4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.

     (5) "Official capacity" means (i) when used with respect to a director, the
office of director in a corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in Section 10-2B-8.56, the
office in a corporation held by an officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit plan, or
other enterprise.

     (6) "Party" includes an individual who was, is or is threatened to be made
a named defendant or respondent in a proceeding.

     (7) "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

s 10-2B-8.51. Authority to indemnify.

     (a) Except as provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if:

     (1) The individual conducted himself or herself in good faith; and

     (2) The individual reasonably believed:

     (i) In the case of conduct in his or her official capacity with the
corporation, that the conduct was in its best interests; and

     (ii) In all other cases, that the conduct was at least not opposed to its
best interests; and

     (3) In the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful.

     (b) A director's conduct with respect to an employee benefit plan for a
purpose he or she reasonably believed to be in the interests of the participants
in, and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

     (c) The termination of a proceeding by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

     (d) A corporation may not indemnify a director under this section:

     (1) In connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or

     (2) In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in his or her official
capacity, in which the director was adjudged liable on the basis that personal
benefit was improperly received by him or her.

     (e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.




s 10-2B-8.52. Mandatory indemnification.

A corporation shall indemnify a director who was successful, on the merits or
otherwise, in the defense of any proceeding, or of any claim, issue or matter in
such proceeding, where he or she was a party because he or she is or was a
director of the corporation, against reasonable expenses incurred in connection
therewith, notwithstanding that he or she was not successful on any other claim,
issue or matter in any such proceeding.

s 10-2B-8.53. Advance for expenses.

     (a) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

     (1) The director furnishes the corporation a written affirmation of good
faith belief that he or she has met the standard of conduct described in Section
10-2B-8.51;

     (2) The director furnishes the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not
otherwise entitled to indemnification under Section 10-2B-8.51(d), unless
indemnification is approved by the court under Section 10-2B-8.54;

     (3) A determination is made that the facts then known to those making the
determination would not preclude indemnification under Division E of this
article.

     (b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.

     (c) Determinations and authorizations of payments under this section shall
be made in the manner specified in Section 10-2B-8.55.

s 10-2B-8.54. Court-ordered indemnification.

A director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding, or may file an action
therefor in another court of competent jurisdiction if such court has
jurisdiction over the corporation and the corporation is a party to the
proceeding. On receipt of such an application or the filing of such an action,
the court after giving any notice it considers necessary may order
indemnification if it determines:

     (1) The director is entitled to mandatory indemnification under Section 10-
2B-8.52, in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered indemnification;
or

     (2) The director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not he or she met the
standard of conduct set forth in Section 10-2B-8.51 or was adjudged liable as
described in Section 10-2B-8.51(d), but if he or she was adjudged so liable the
indemnification is limited to reasonable expenses incurred.

s 10-2B-8.55. Determination and authorization of indemnification.

     (a) A corporation may not indemnify a director under Section 10-2B-8.51
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in Section 10-2B-8.51.

     (b) The determination shall be made:

     (1) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

     (2) If a quorum cannot be obtained under subdivision (1), by majority vote
of a committee duly designated by the board of directors (in which designation
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;



     (3) By special legal counsel;

     (i) Selected by the board of directors or its committee in the manner
prescribed in subdivision (1) or (2); or

     (ii) If a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision (2),
selected by majority vote of the full board of directors (in which selection
directors who are parties may participate); or

     (4) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination. A majority of the shares that are entitled to vote on the
transaction by virtue of not being owned by or under the control of such
directors constitutes a quorum for the purpose of taking action under this
section.

     (c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

s 10-2B-8.56. Indemnification of officers, employees, and agents.

     (a) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Section 10-2B-8.52, and is entitled to apply for
court- ordered indemnification under Section 10-2B-8.54, in each case to the
same extent as a director.

     (b) A corporation may indemnify and may advance expenses under Division E
of this article to an officer, employee, or agent of the corporation who is not
a director to the same extent as to a director.

s 10-2B-8.57. Insurance.

A corporation may purchase and maintain insurance, or furnish similar protection
(including but not limited to trust funds, self-insurance reserves, or the
like), on behalf of an individual who is or was a director, officer, employee,
or agent of the corporation, or who, while a director, officer, employee, or
agent of the corporation, is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture trust, employee benefit plan,
or other enterprise, against liability asserted against or incurred by him or
her in that capacity or arising from his or her status as a director, officer,
employee, or agent, whether or not the corporation would have power to indemnify
him or her against the same liability under Section 10- 2B-8.51 or 10-2B-8.52.

s 10-2B-8.58. Application of indemnification provisions.

     (a) Any indemnification, or advance for expenses, authorized under Division
E of this article shall not be deemed exclusive of and shall be in addition to
that which may be contained in a corporation's articles of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a contract
or otherwise.

     (b) Division E of this article does not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with the director's
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent to the proceeding.

EX-99.14

                                                                   Exhibit 99.14

   Sections 60.047 and 60.387 to 60.414 of the Oregon Business Corporation Act

60.047. Articles of incorporation.

 (1) The articles of incorporation shall set forth:

 (a) A corporate name for the corporation that satisfies the requirements of ORS
60.094;

 (b) The number of shares the corporation is authorized to issue;

 (c) The address, including street and number, and mailing address, if
different, of the corporation's initial registered office and the name of its
initial registered agent at that office;

 (d) The name and address of each incorporator; and

 (e) A mailing address to which notices, as required by this chapter, may be
mailed until an address has been designated by the corporation in its annual
report.

 (2) The articles of incorporation may set forth:

 (a) The names of the initial directors;

 (b) The addresses of the initial directors;

 (c) Provisions regarding:

 (A) The purpose or purposes for which the corporation is organized;

 (B) Managing the business and regulating the affairs of the corporation;

 (C) Defining, limiting and regulating the powers of the corporation, its board
of directors and shareholders; and

 (D) A par value for authorized shares or classes of shares;

 (d) A provision eliminating or limiting the personal liability of a director
to the corporation or its shareholders for monetary damages for conduct as a
director, provided that no such provision shall eliminate or limit the liability
of a director for any act or omission occurring prior to the date when such
provision becomes effective and such provision shall not eliminate or limit the
liability of a director for:

 (A) Any breach of the director's duty of loyalty to the corporation or its
shareholders;

 (B) Acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

 (C) Any unlawful distribution under ORS 60.367; or

 (D) Any transaction from which the director derived an improper personal
benefit; and

 (e) Any provision that under this chapter is required or permitted to be set
forth in the bylaws.

 (3) The articles of incorporation need not set forth any of the corporate
powers enumerated in this chapter.

60.387. Definitions for 60.387 to 60.414.

 As used in ORS 60.387 to 60.414:

 (1) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

 (2) "Director" means an individual who is or was a director of a corporation
or an individual who, while a director of a corporation, is or was serving at
the corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. A director is considered to be
serving an employee benefit plan at the corporation's request if the director's
duties to the corporation also impose duties on or otherwise involve services by
the director to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.

 (3) "Expenses" include counsel fees.

 (4) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine, including an excise tax assessed with respect to an employee benefit plan
or reasonable expenses incurred with respect to a proceeding.

 (5) "Officer" means an individual who is or was an officer of a corporation or
an individual who, while an officer of a corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. An officer is considered to be
serving an employee benefit plan at the corporation's request if the officer's
duties to the corporation also impose duties on or include services by the
officer to the employee benefit plan or to participants in or beneficiaries of
the plan. "Officer" includes, unless the context requires otherwise, the estate
or



personal representative of an officer.

 (6) "Party" includes an individual who was, is or is threatened to be made a
named defendant or respondent in a proceeding.

 (7) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.

60.391. Authority to indemnify directors.

 (1) Except as provided in subsection (4) of this section, a corporation may
indemnify an individual made a party to a proceeding because the individual is
or was a director against liability incurred in the proceeding if:

 (a) The conduct of the individual was in good faith;

 (b) The individual reasonably believed that the individual's conduct was in
the best interests of the corporation, or at least not opposed to its best
interests; and

 (c) In the case of any criminal proceeding, the individual had no reasonable
cause to believe the individual's conduct was unlawful.

 (2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (1)(b) of this section.

 (3) The termination of a proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

 (4) A corporation may not indemnify a director under this section:

 (a) In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

 (b) In connection with any other proceeding charging improper personal benefit
to the director in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.

 (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

60.394. Mandatory indemnification.

 Unless limited by its articles of incorporation, a corporation shall indemnify
a director who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the director was a party because of being a director
of the corporation against reasonable expenses incurred by the director in
connection with the proceeding.

60.397. Advance for expenses.

 (1) A corporation may pay for or reimburse the reasonable expenses incurred by
a director who is a party to a proceeding in advance of final disposition of the
proceeding if:

 (a) The director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of conduct
described in ORS 60.391; and

 (b) The director furnishes the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct.

 (2) The undertaking required by subsection (1)(b) of this section must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.

 (3) Any authorization of payments under this section may be made by provision
in the articles of incorporation, or bylaws, by a resolution of the shareholders
or board of directors or by contract.



60.401. Court-ordered indemnification.

 Unless the corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving any
notice the court considers necessary may order indemnification if it determines:

 (1) The director is entitled to mandatory indemnification under ORS 60.394, in
which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification; or

 (2) The director is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not the director met the standard
of conduct set forth in ORS 60.391 or was adjudged liable as described in ORS
60.391 (4), whether the liability is based on a judgment, settlement or proposed
settlement or otherwise.

60.404. Determination and authorization of indemnification.

 (1) A corporation may not indemnify a director under ORS 60.391 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in ORS 60.391.

 (2) A determination that indemnification of a director is permissible shall be
made:

 (a) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

 (b) If a quorum cannot be obtained under paragraph (a) of this subsection, by
a majority vote of a committee duly designated by the board of directors
consisting solely of two or more directors not at the time parties to the
proceeding. However, directors who are parties to the proceeding may participate
in designation of the committee;

 (c) By special legal counsel selected by the board of directors or its
committee in the manner prescribed in paragraph (a) or (b) of this subsection
or, if a quorum of the board of directors cannot be obtained under paragraph (a)
of this subsection and a committee cannot be designated under paragraph (b) of
this subsection, the special legal counsel shall be selected by majority vote of
the full board of directors, including directors who are parties to the
proceeding; or

 (d) By the shareholders.

 (3) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(c) of this section to select counsel.

60.407. Indemnification of officers, employees and agents.

 Unless a corporation's articles of incorporation provide otherwise:

 (1) An officer of the corporation is entitled to mandatory indemnification
under ORS 60.394, and is entitled to apply for court-ordered indemnification
under ORS 60.401, in each case to the same extent as a director under ORS 60.394
and 60.401.

 (2) The corporation may indemnify and advance expenses under ORS 60.387 to
60.411 to an officer, employee or agent of the corporation to the same extent as
to a director.

60.411. Insurance.

 A corporation may purchase and maintain insurance on behalf of an individual
against liability asserted against or incurred by the individual who is or was a
director, officer, employee or agent of the corporation or who, while a
director, officer, employee or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise. The corporation may
purchase and maintain the insurance even if the corporation has no power to
indemnify the individual against the same liability under ORS 60.391 or 60.394.



60.414. Application of ORS 60.387 to 60.411.

 (1) The indemnification and provisions for advancement of expenses provided by
ORS 60.387 to 60.411 shall not be deemed exclusive of any other rights to which
directors, officers, employees or agents may be entitled under the corporation's
articles of incorporation or bylaws, any agreement, general or specific action
of its board of directors, vote of shareholders or otherwise, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person. Specifically and not by way of limitation, a corporation shall have the
power to make or agree to make any further indemnification, including
advancement of expenses, of:

 (a) Any director as authorized by the articles of incorporation, any bylaws
approved, adopted or ratified by the shareholders or any resolution or agreement
approved, adopted or ratified, before or after such indemnification or agreement
is made, by the shareholders, provided that no such indemnification shall
indemnify any director from or on account of acts or omissions for which
liability could not be eliminated under ORS 60.047 (2)(d); and

 (b) Any officer, employee or agent who is not a director as authorized by its
articles of incorporation or bylaws, general or specific action of its board of
directors or agreement. Unless the articles of incorporation, or any such
bylaws, agreement or resolution provide otherwise, any determination as to any
further indemnity under this paragraph shall be made in accordance with ORS
60.404.

 (2) If articles of incorporation limit indemnification or advance of expenses,
any indemnification and advance of expenses are valid only to the extent
consistent with the articles of incorporation.

 (3) ORS 60.387 to 60.411 does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with the director's
appearance as a witness in a proceeding at a time when the director has not been
made a named defendant or respondent to a proceeding.

EX-99.15

                                                                   Exhibit 99.15

           Section 420 of the New York Limited Liability Company Law

(S) 420. Indemnification

Subject to the standards and restrictions, if any, set forth in its operating
agreement, a limited liability company may, and shall have the power to,
indemnify and hold harmless, and advance expenses to, any member, manager or
other person, or any testator or intestate of such member, manager or other
person, from and against any and all claims and demands whatsoever; provided,
however, that no indemnification may be made to or on behalf of any member,
manager or other person if a judgment or other final adjudication adverse to
such member, manager or other person establishes (a) that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated or (b) that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

EX-99.16

                                                                   Exhibit 99.16

          Sections 13.1-692, 13.1-692.1 and 13.1-696 to 13.1-704 of the
                         Virginia Stock Corporation Act

s 13.1-692. Liability for unlawful distributions

     A. Unless he complies with the applicable standards of conduct described in
s 13.1-690, a director who votes for or assents to a distribution made in
violation of this chapter or the articles of incorporation is personally liable
to the corporation and its creditors for the amount of the distribution that
exceeds what could have been distributed without violating this chapter or the
articles of incorporation.

     B. A director held liable for an unlawful distribution under subsection A
of this section is entitled to contribution:

     1. From every other director who voted for or assented to the distribution
without complying with the applicable standards of conduct described in s
13.1-690; and

     2. From the shareholders who received the unlawful distribution in
proportion to the amounts of such unlawful distribution received by them
respectively.

     C. No suit shall be brought against any director for any liability imposed
by this section except within two years after the right of action shall accrue.

s 13.1-692.1. Limitation on liability of officers and directors; exception

     A. In any proceeding brought by or in the right of a corporation or brought
by or on behalf of shareholders of the corporation, the damages assessed against
an officer or director arising out of a single transaction, occurrence or course
of conduct shall not exceed the lesser of:

     1. The monetary amount, including the elimination of liability, specified
in the articles of incorporation or, if approved by the shareholders, in the
bylaws as a limitation on or elimination of the liability of the officer or
director; or

     2. The greater of (i) $100,000 or (ii) the amount of cash compensation
received by the officer or director from the corporation during the twelve
months immediately preceding the act or omission for which liability was
imposed.

     B. The liability of an officer or director shall not be limited as provided
in this section if the officer or director engaged in willful misconduct or a
knowing violation of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security.

     C. No limitation on or elimination of liability adopted pursuant to this
section may be affected by any amendment of the articles of incorporation or
bylaws with respect to any act or omission occurring before such amendment.

s 13.1-696. Definitions

     In this article:

     "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

     "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. A director is considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.

     "Expenses" includes counsel fees.

     "Liability" means the obligation to pay a judgment, settlement, penalty,
fine, including any excise tax assessed with respect to an employee benefit
plan, or reasonable expenses incurred with respect to a proceeding.

     "Official capacity" means, (i) when used with respect to a director, the
office of director in a corporation; or (ii) when used with respect to an
individual other than a director, as contemplated in s 13.1-702, the office in a
corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic corporation




or any partnership, joint venture, trust, employee benefit plan, or other
enterprise.

     "Party" includes an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

     "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal.

s 13.1-697. Authority to indemnify

     A. Except as provided in subsection D of this section, a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if:

     1. He conducted himself in good faith; and

     2. He believed:

     a. In the case of conduct in his official capacity with the corporation,
that his conduct was in its best interests; and

     b. In all other cases, that his conduct was at least not opposed to its
best interests; and

     3. In the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

     B. A director's conduct with respect to an employee benefit plan for a
purpose he believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subdivision 2 b of subsection A of this section.

     C. The termination of a proceeding by judgment, order, settlement or
conviction is not, of itself, determinative that the director did not meet the
standard of conduct described in this section.

     D. A corporation may not indemnify a director under this section:

     1. In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

     2. In connection with any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.

     E. Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

s 13.1-698. Mandatory indemnification

     Unless limited by its articles of incorporation, a corporation shall
indemnify a director who entirely prevails in the defense of any proceeding to
which he was a party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the proceeding.

s 13.1-699. Advance for expenses

     A. A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

     1. The director furnishes the corporation a written statement of his good
faith belief that he has met the standard of conduct described in s 13.1- 697;

     2. The director furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and

     3. A determination is made that the facts then known to those making the
determination would not preclude indemnification under this article.

     B. The undertaking required by subdivision 2 of subsection A of this
section shall be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment.

     C. Determinations and authorizations of payments under this section shall
be made in the manner specified in s 13.1-701.



s 13.1-700. Repealed by Acts 1987, c. 59; Acts 1987, c. 257

s 13.1-700.1. Court orders for advances, reimbursement or indemnification

     A. An individual who is made a party to a proceeding because he is or was a
director of a corporation may apply to a court for an order directing the
corporation to make advances or reimbursement for expenses or to provide
indemnification. Such application may be made to the court conducting the
proceeding or to another court of competent jurisdiction.

     B. The court shall order the corporation to make advances and/or
reimbursement for expenses or to provide indemnification if it determines that
the director is entitled to such advances, reimbursement or indemnification and
shall also order the corporation to pay the director's reasonable expenses
incurred to obtain the order.

     C. With respect to a proceeding by or in the right of the corporation, the
court may (i) order indemnification of the director to the extent of his
reasonable expenses if it determines that, considering all the relevant
circumstances, the director is entitled to indemnification even though he was
adjudged liable to the corporation and (ii) also order the corporation to pay
the director's reasonable expenses incurred to obtain the order of
indemnification.

     D. Neither (i) the failure of the corporation, including its board of
directors, its independent legal counsel and its shareholders, to have made an
independent determination prior to the commencement of any action permitted by
this section that the applying director is entitled to receive advances and/or
reimbursement nor (ii) the determination by the corporation, including its board
of directors, its independent legal counsel and its shareholders, that the
applying director is not entitled to receive advances and/or reimbursement or
indemnification shall create a presumption to that effect or otherwise of itself
be a defense to that director's application for advances for expenses,
reimbursement or indemnification.

s 13.1-701. Determination and authorization of indemnification

     A. A corporation may not indemnify a director under s 13.1-697 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in s 13.1-697.

     B. The determination shall be made:

     1. By the board of directors by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

     2. If a quorum cannot be obtained under subdivision 1 of this subsection,
by majority vote of a committee duly designated by the board of directors (in
which designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceeding;

     3. By special legal counsel:

     a. Selected by the board of directors or its committee in the manner
prescribed in subdivisions 1 and 2 of this subsection; or

     b. If a quorum of the board of directors cannot be obtained under
subdivision 1 of this subsection and a committee cannot be designated under
subdivision 2 of this subsection, selected by majority vote of the full board of
directors, in which selection directors who are parties may participate; or

     4. By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination.

     C. Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subdivision 3
of subsection B of this section to select counsel.

s 13.1-702. Indemnification of officers, employees and agents

     Unless limited by a corporation's articles of incorporation,



     1. An officer of the corporation is entitled to mandatory indemnification
under s 13.1-698, and is entitled to apply for court-ordered indemnification
under s 13.1-700.1, in each case to the same extent as a director; and

     2. The corporation may indemnify and advance expenses under this article to
an officer, employee, or agent of the corporation to the same extent as to a
director.

s 13.1-703. Insurance

     A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under s 13.1-697 or s 13.1-698.

s 13.1-704. Application of article

     A. Unless the articles of incorporation or bylaws expressly provide
otherwise, any authorization of indemnification in the articles of incorporation
or bylaws shall not be deemed to prevent the corporation from providing the
indemnity permitted or mandated by this article.

     B. Any corporation shall have power to make any further indemnity,
including indemnity with respect to a proceeding by or in the right of the
corporation, and to make additional provision for advances and reimbursement of
expenses, to any director, officer, employee or agent that may be authorized by
the articles of incorporation or any bylaw made by the shareholders or any
resolution adopted, before or after the event, by the shareholders, except an
indemnity against (i) his willful misconduct, or (ii) a knowing violation of the
criminal law. Unless the articles of incorporation, or any such bylaw or
resolution expressly provide otherwise, any determination as to the right to any
further indemnity shall be made in accordance with s 13.1-701 B. Each such
indemnity may continue as to a person who has ceased to have the capacity
referred to above and may inure to the benefit of the heirs, executors and
administrators of such a person.

     C. No right provided to any person pursuant to this section may be reduced
or eliminated by any amendment of the articles of incorporation or bylaws with
respect to any act or omission occurring before such amendment.

EX-99.17

                                                                   Exhibit 99.17

             Article 11 of the Texas Revised Limited Partnership Act

                           ARTICLE 11. INDEMNIFICATION

                                   Definitions

 Sec. 11.01. In this article:

 (1) "Limited partnership" includes a domestic or foreign predecessor entity of
the limited partnership in a merger, consolidation, or other transaction in
which the liabilities of the predecessor are transferred to the limited
partnership by operation of law and in any other transaction in which the
limited partnership assumes the liabilities of the predecessor but does not
specifically exclude liabilities that are governed by this article.

 (2) "Enterprise" means a foreign or domestic limited partnership, corporation,
general partnership, joint venture, sole proprietorship, trust, employee benefit
plan, or similar entity.

 (3) "Expenses" includes court costs and attorney's fees.

 (4) "General partner" includes:

 (A) any person who, while a general partner of a limited partnership, is or was
serving at the request of the limited partnership as a representative of an
enterprise; and

 (B) a representative of an enterprise that is a general partner of the limited
partnership.

 (5) "Official capacity" means:

 (A) if used with respect to a general partner, the exercise of authority by or
on behalf of a general partner under this Act or the partnership agreement,
other than service for another enterprise; and

 (B) if used with respect to a limited partner, employee, or agent, the
relationship undertaken by the limited partner, employee, or agent on behalf of
the limited partnership, other than service for another enterprise.

 (6) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or proceeding.

 (7) "Representative" means a person serving as a partner, director, officer,
venturer, proprietor, trustee, employee, or agent of an enterprise or serving a
similar function for an enterprise.

                 General power and standard for indemnification

 Sec. 11.02. If provided in a written partnership agreement, a limited
partnership may indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding because the person is or was a
general partner only if it is determined in accordance with Section 11.06 of
this Act that the person:

 (1) acted in good faith;

 (2) reasonably believed:

 (A) in the case of conduct in the person's official capacity as a general
partner of the limited partnership, that the

                                       1



person's conduct was in the limited partnership's best interests; and

 (B) in all other cases, that the person's conduct was at least not opposed to
the limited partnership's best interests; and

 (3) in the case of a criminal proceeding, had no reasonable cause to believe
that the person's conduct was unlawful.

                 Limitations on general power of indemnification

 Sec. 11.03. Except to the extent permitted by Section 11.05 of this Act, a
general partner may not be indemnified under Section 11.02 of this Act with
respect to a proceeding in which:

 (1) the person is found liable on the basis that the person improperly received
personal benefit, whether or not the benefit resulted from an action taken in
the person's official capacity; or

 (2) the person is found liable to the limited partnership or the limited
partners.

             Effect of settlement or other termination of proceeding

 Sec. 11.04. The termination of a proceeding by judgment, order, settlement,
conviction, or on a plea of nolo contendere or its equivalent does not alone
determine that the person did not meet the requirements provided by Section
11.02 of this Act. A person is considered to have been found liable in relation
to any claim, issue, or matter only if the person has been adjudged liable by a
court of competent jurisdiction and all appeals have been exhausted.

        Liabilities for which indemnification allowed under general power

 Sec. 11.05. A general partner may be indemnified under Section 11.02 of this
Act against judgments, penalties, including excise and similar taxes, fines,
settlements, and reasonable expenses actually incurred by the person in
connection with the proceeding, except that if the person is found liable to the
limited partnership or the limited partners or is found liable on the basis that
the person improperly received personal benefit, the indemnification:

 (1) is limited to reasonable expenses actually incurred by the person in
connection with the proceeding; and

 (2) shall not be made in relation to a proceeding in which the person has been
found liable for wilful or intentional misconduct in the performance of the
person's duty to the limited partnership or the limited partners.

                    Determination that standard has been met

 Sec. 11.06. A determination that indemnification is permissible under Section
11.02 of this Act must be made:

 (1) by a majority vote of a quorum consisting of general partners who at the
time of the vote are not named defendants or respondents in the proceeding;

 (2) by special legal counsel selected by the general partners by vote as
provided by Subdivision (1) of this section or, if such a quorum cannot be
obtained, by a majority vote of all general partners; or

 (3) by a majority in interest of the limited partners in a vote that excludes
the interests held by general partners who are named defendants or respondents
in the proceeding.

     Authorization of payment and determination of reasonableness of amount

 Sec. 11.07. Authorization of indemnification and determination of a
reasonableness of expenses must be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination

                                       2



of reasonableness of expenses must be made in the manner specified by
Subdivision (2) of Section 11.06 of this Act governing the selection of special
legal counsel. A provision contained in a written partnership agreement, a
resolution of the general partners or of a majority in interest of the limited
partners, or an agreement that makes mandatory the indemnification permitted
under Section 11.02 of this Act, constitutes authorization of indemnification in
the manner required by this section even though the provision may not have been
adopted or authorized in the same manner as the determination that
indemnification is permissible.

             Mandatory indemnification of successful general partner

 Sec. 11.08. A limited partnership shall indemnify a general partner against
reasonable expenses incurred by the general partner in connection with a
proceeding in which the general partner is a named defendant or respondent
because the general partner is or was a general partner if the general partner
has been wholly successful, on the merits or otherwise, in the defense of the
proceeding.

                 Expenses of suit for mandatory indemnification

 Sec. 11.09. If, in a suit for the indemnification required by Section 11.08 of
this Act, a court of competent jurisdiction determines that the general partner
is entitled to indemnification under that section, the court shall order
indemnification and shall award to the general partner the expenses incurred in
securing the indemnification.

      Court authorization of indemnification when not otherwise authorized

 Sec. 11.10. If, on application of a general partner, a court of competent
jurisdiction determines, after giving notice that the court considers necessary,
that the general partner is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether the general partner has met the
requirements set forth in Section 11.02 of this Act or has been adjudged liable
in the circumstances described by Section 11.03 of this Act, the court may order
the indemnification that the court determines is proper and equitable. The court
shall limit indemnification to reasonable expenses if the general partner is
found liable to the limited partnership or the limited partners or if the
general partner is found liable on the basis that personal benefit was
improperly received by the general partner, whether or not the benefit resulted
from an action taken in the general partner's official capacity.

                           Advance payment of expenses

 Sec. 11.11. The limited partnership may pay or reimburse, in advance of the
final disposition of the proceeding, reasonable expenses incurred by a general
partner who was, is, or is threatened to be made a named defendant or respondent
in a proceeding, without the determination specified in Section 11.06 of this
Act or the authorization or determination specified in Section 11.07 of this
Act, after the limited partnership receives a written affirmation by the general
partner of the general partner's good faith belief that the general partner has
met the standard of conduct necessary for indemnification under this article,
and a written undertaking by or on behalf of the general partner to repay the
amount paid or reimbursed if it is ultimately determined that the general
partner has not met that standard or it is ultimately determined that
indemnification of the general partner against expenses incurred by such general
partner in connection with that proceeding is prohibited by Section 11.05 of
this Act. A provision contained in a written partnership agreement, a resolution
of the general partners or of the limited partners, or an agreement that makes
mandatory the payment or reimbursement permitted under this Section shall be
deemed to constitute authorization of that payment or reimbursement.

          Type of undertaking required for advance payment of expenses

 Sec. 11.12. The written undertaking required by Section 11.11 of this Act must
be an unlimited general obligation of the general partner, but need not be
secured and may be accepted without reference to financial ability to make
repayment.

                     Limits on a contractual indemnification

                                       3



 Sec. 11.13. A provision for a limited partnership to indemnify or to advance
expenses to a general partner who was, is, or is threatened to be made a named
defendant or respondent in a proceeding, whether contained in the limited
partnership agreement, a resolution of the general partners or the limited
partners, an agreement, or otherwise, except in accordance with Section 11.18 of
this Act, is valid only to the extent that it is consistent with this article or
with the applicable reimbursement provisions of the Texas Uniform Partnership
Act (Article 6132b, Vernon's Texas Civil Statutes), or the Texas Revised
Partnership Act and its subsequent amendments as limited by the limited
partnership agreement, if such a limitation exists.

                      Reimbursement of expenses as witness

 Sec. 11.14. Notwithstanding any other provision of this article, a limited
partnership may pay or reimburse expenses incurred by a general partner in
connection with the general partner's appearance as a witness or other
participation in a proceeding involving or affecting the limited partnership at
a time when the general partner is not a named defendant or respondent in the
proceeding.

     Indemnification and advances to limited partners, employees, and agents

 Sec. 11.15. A limited partnership may indemnify and advance expenses to a
limited partner, employee, or agent of the limited partnership to the same
extent that it may indemnify and advance expenses to a general partner under
this article.

      Indemnification and advances to persons serving partnership in other
                                   enterprises

 Sec. 11.16. A limited partnership may indemnify and advance expenses to persons
who are not or were not limited partners, employees, or agents of the limited
partnership but who are or were serving at the request of the limited
partnership as a representative of another enterprise to the same extent that it
may indemnify and advance expenses to a general partner under this article.

             Indemnification of persons other than general partners

 Sec. 11.17. A limited partnership may further indemnify and advance expenses to
a limited partner, employee, agent, or person identified in Section 11.16 of
this Act and who is not a general partner, to the extent, consistent with law,
provided by its partnership agreement, by general or specific action of its
general partner, by contract, or as permitted or required by common law.

                  Insurance and other arrangements for payment

 Sec. 11.18. Except as otherwise provided by this article, and unless otherwise
provided by the partnership agreement, a limited partnership may purchase and
maintain insurance or another arrangement on behalf of any person who is or was
a general partner, limited partner, employee, or agent of the limited
partnership, or who is or was serving at the request of the limited partnership
as a representative of another enterprise, against any liability asserted
against the person and incurred by the person in that capacity or arising out of
the person's status in that capacity, regardless of whether the limited
partnership would have the power to indemnify the person against that liability
under this article. However, if the insurance or other arrangement is with a
person or entity that is not regularly engaged in the business of providing
insurance coverage, the insurance or other arrangement may provide for payment
of a liability with respect to which the limited partnership would not have the
power to indemnify the person only if it includes coverage for the additional
liability that has been approved by a majority in interest of the limited
partners of the limited partnership. Without limiting the power of the limited
partnership to procure or maintain any kind of insurance or other arrangement, a
limited partnership may, for the benefit of persons indemnified by the limited
partnership, create a trust fund, establish any form of self-insurance, secure
its indemnity obligation by grant of a security interest or other lien on the
assets of the limited partnership, or establish a letter of credit, guaranty, or
surety arrangement. The insurance or other arrangement may be procured,
maintained, or established within the limited partnership or with an insurer or
other person considered appropriate by the general

                                       4



partner regardless of whether all or part of the stock or other securities of
the insurer or other person are owned in whole or part by the limited
partnership. In the absence of actual fraud, the judgment of the general
partners as to the terms and conditions of the insurance or other arrangement
and the identity of the insurer or other person participating in an arrangement
is conclusive, and the insurance or other arrangement is not voidable and does
not subject the general partners approving the insurance or other arrangement to
liability, on any ground, regardless of whether general partners participating
in approving the insurance or other arrangement will be beneficiaries.

                     Reports of indemnification and advances

 Sec. 11.19. Any indemnification of or advance of expenses to a general partner
in accordance with this article shall be reported promptly in writing to the
limited partners. The report must be made not later than six months after the
date that the indemnification occurs.

                        Service to employee benefit plan

 Sec. 11.20. For purposes of this article, the limited partnership is considered
to have requested a general partner to serve an employee benefit plan if the
performance by a general partner of the general partner's duties to the limited
partnership also imposes duties on or otherwise involves services by the general
partner to the plan or participants in or beneficiaries of the plan. Excise
taxes assessed on a general partner with respect to an employee benefit plan
pursuant to applicable law are deemed fines. Action taken or omitted by a
general partner with respect to an employee benefit plan in the performance of
the general partner's duties for a purpose reasonably believed by the general
partner to be in the interest of the participants and beneficiaries of the plan
is considered to be for a purpose that is not opposed to the best interests of
the limited partnership.

                         Restrictions on indemnification

 Sec. 11.21. The written partnership agreement of a limited partnership may
restrict the circumstances under which the limited partnership is required or
permitted to indemnify a person under Section 11.08, 11.09, 11.10, 11.15, 11.16,
or 11.17.

                                       5

EX-99.18

                                                                   Exhibit 99.18

        Sections 7-108-401 to 7-108-402 and 7-109-101 to 7-109-110 of the
                        Colorado Business Corporation Act

(S) 7-108-401. General standards of conduct for directors and officers

(1) Each director shall discharge his or her duties as a director, including his
or her duties as a member of a committee, and each officer with discretionary
authority shall discharge his or her duties under that authority:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise
under similar circumstances; and

(c) In a manner he or she reasonably believes to be in the best interests of the
corporation.

(2) In discharging his or her duties, a director or officer is entitled to rely
on information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation whom the director or
officer reasonably believes to be reliable and competent in the matters
presented;

(b) Legal counsel, a public accountant, or another person as to matters the
director or officer reasonably believes are within such person's professional or
expert competence; or

(c) In the case of a director, a committee of the board of directors of which
the director is not a member if the director reasonably believes the committee
merits confidence.

(3) A director or officer is not acting in good faith if he or she has knowledge
concerning the matter in question that makes reliance otherwise permitted by
subsection (2) of this section unwarranted.

(4) A director or officer is not liable as such to the corporation or its
shareholders for any action he or she takes or omits to take as a director or
officer, as the case may be, if, in connection with such action or omission, he
or she performed the duties of the position in compliance with this section.

(S) 7-108-402. Limitation of certain liabilities of directors and officers

(1) If so provided in the articles of incorporation, the corporation shall
eliminate or limit the personal liability of a director to the corporation or to
its shareholders for monetary damages for breach of fiduciary duty as a
director; except that any such provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any breach of the director's duty of loyalty to the corporation or
to its shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts specified in section
7-108-403, or any transaction from which the director directly or indirectly
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director to the corporation or to its shareholders for
monetary damages for any act or omission occurring before the date when such
provision becomes effective.

(2) No director or officer shall be personally liable for any injury to person
or property arising out of a tort committed by an employee unless such director
or officer was personally involved in the situation giving rise to the
litigation or unless such director or officer committed a criminal offense in
connection with such situation. The protection afforded in this subsection (2)
shall not restrict other common-law protections and rights that a director or
officer may have. This subsection (2) shall not restrict the corporation's right
to eliminate or limit the personal liability of a director to the corporation or
to its shareholders for monetary damages for breach of fiduciary duty as a
director as provided in subsection (1) of this section.




(S) 7-109-101. Definitions

As used in this article:

(1) "Corporation" includes any domestic or foreign entity that is a predecessor
of a corporation by reason of a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

(2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the
corporation's request as a director, an officer, an agent, an associate, an
employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee
of, or to hold any similar position with, another domestic or foreign
corporation or other person or of an employee benefit plan. A director is
considered to be serving an employee benefit plan at the corporation's request
if the director's duties to the corporation also impose duties on, or otherwise
involve services by, the director to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

(3) "Expenses" includes counsel fees.

(4) "Liability" means the obligation incurred with respect to a proceeding to
pay a judgment, settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses.

(5) "Official capacity" means, when used with respect to a director, the office
of director in a corporation and, when used with respect to a person other than
a director as contemplated in section 7-109-107, the office in a corporation
held by the officer or the employment, fiduciary, or agency relationship
undertaken by the employee, fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other domestic or foreign
corporation or other person or employee benefit plan.

(6) "Party" includes a person who was, is, or is threatened to be made a named
defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

(S) 7-109-102. Authority to indemnify directors

(1) Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or was a
director against liability incurred in the proceeding if:

(a) The person conducted himself or herself in good faith; and

(b) The person reasonably believed:

(I) In the case of conduct in an official capacity with the corporation, that
his or her conduct was in the corporation's best interests; and

(II) In all other cases, that his or her conduct was at least not opposed to
the corporation's best interests; and

(c) In the case of any criminal proceeding, the person had no reasonable cause
to believe his or her conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interests of the participants in
or beneficiaries of the plan is conduct that satisfies the requirement of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A
director's conduct with respect to an employee



benefit plan for a purpose that the director did not reasonably believe to be in
the interests of the participants in or beneficiaries of the plan shall be
deemed not to satisfy the requirements of paragraph (a) of subsection (1) of
this section.

(3) The termination of a proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

(b) In connection with any other proceeding charging that the director derived
an improper personal benefit, whether or not involving action in an official
capacity, in which proceeding the director was adjudged liable on the basis that
he or she derived an improper personal benefit.

(5) Indemnification permitted under this section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in connection with the proceeding.

(S) 7-109-103. Mandatory indemnification of directors

Unless limited by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the defense of
any proceeding to which the person was a party because the person is or was a
director, against reasonable expenses incurred by him or her in connection with
the proceeding.

(S) 7-109-104. Advance of expenses to directors

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding if:

(a) The director furnishes to the corporation a written affirmation of the
director's good faith belief that he or she has met the standard of conduct
described in section 7-109-102;

(b) The director furnishes to the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct; and

(c) A determination is made that the facts then known to those making the
determination would not preclude indemnification under this article.

(2) The undertaking required by paragraph (b) of subsection (1) of this section
shall be an unlimited general obligation of the director but need not be secured
and may be accepted without reference to financial ability to make repayment.

(3) Determinations and authorizations of payments under this section shall be
made in the manner specified in section 7-109-106.

(S) 7-109-105. Court-ordered indemnification of directors

(1) Unless otherwise provided in the articles of incorporation, a director who
is or was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification



in the following manner:

(a) If it determines that the director is entitled to mandatory indemnification
under section 7-109-103, the court shall order indemnification, in which case
the court shall also order the corporation to pay the director's reasonable
expenses incurred to obtain court-ordered indemnification.

(b) If it determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director met the standard of conduct set forth in section 7-109-102(1) or was
adjudged liable in the circumstances described in section 7-109-102(4), the
court may order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102(4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

(S) 7-109-106. Determination and authorization of indemnification of directors

(1) A corporation may not indemnify a director under section 7-109-102 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by section 7-109-104(1)(c) has been made.

(2) The determinations required by subsection (1) of this section shall be made:

(a) By the board of directors by a majority vote of those present at a meeting
at which a quorum is present, and only those directors not parties to the
proceeding shall be counted in satisfying the quorum; or

(b) If a quorum cannot be obtained, by a majority vote of a committee of the
board of directors designated by the board of directors, which committee shall
consist of two or more directors not parties to the proceeding; except that
directors who are parties to the proceeding may participate in the designation
of directors for the committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established under
paragraph (b) of subsection (2) of this section, or, even if a quorum is
obtained or a committee is designated, if a majority of the directors
constituting such quorum or such committee so directs, the determination
required to be made by subsection (1) of this section shall be made:

(a) By independent legal counsel selected by a vote of the board of directors or
the committee in the manner specified in paragraph (a) or (b) of subsection (2)
of this section or, if a quorum of the full board cannot be obtained and a
committee cannot be established, by independent legal counsel selected by a
majority vote of the full board of directors; or

(b) By the shareholders.

(4) Authorization of indemnification and advance of expenses shall be made in
the same manner as the determination that indemnification or advance of expenses
is permissible; except that, if the determination that indemnification or
advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.



(S) 7-109-107. Indemnification of officers, employees, fiduciaries, and agents

(1) Unless otherwise provided in the articles of incorporation:

(a) An officer is entitled to mandatory indemnification under section 7-109-
103, and is entitled to apply for court-ordered indemnification under section
7-109-105, in each case to the same extent as a director;

(b) A corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent of the corporation to the same extent as to a director; and

(c) A corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater extent, if not
inconsistent with public policy, and if provided for by its bylaws, general or
specific action of its board of directors or shareholders, or contract.

(S) 7-109-108. Insurance

A corporation may purchase and maintain insurance on behalf of a person who is
or was a director, officer, employee, fiduciary, or agent of the corporation, or
who, while a director, officer, employee, fiduciary, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan, against
liability asserted against or incurred by the person in that capacity or arising
from his or her status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify the person against
the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity or any other interest
through stock ownership or otherwise.

(S) 7-109-109. Limitation of indemnification of directors

(1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with an appearance as a
witness in a proceeding at a time when he or she has not been made a named
defendant or respondent in the proceeding.

(S) 7-109-110. Notice to shareholders of indemnification of director

If a corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the corporation,
the corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

EX-99.19

                                                                   Exhibit 99.19

        Section 42:2B-10 of the New Jersey Limited Liability Company Act

42:2B-10. Indemnification powers

Subject to such standards and restrictions, if any, as are set forth in its
operating agreement, a limited liability company may, and shall have the power
to, indemnify and hold harmless any member or manager or other person from and
against any and all claims and demands whatsoever.

EX-99.20

                                                                   Exhibit 99.20

    Sections 204, 204.5, 309, 316 and 317 of the California Corporations Code

204. Articles of incorporation; optional provisions

The articles of incorporation may set forth:

     (a) Any or all of the following provisions, which shall not be effective
unless expressly provided in the articles:

     (1) Granting, with or without limitations, the power to levy assessments
upon the shares or any class of shares.

     (2) Granting to shareholders preemptive rights to subscribe to any or all
issues of shares or securities.

     (3) Special qualifications of persons who may be shareholders.

     (4) A provision limiting the duration of the corporation's existence to a
specified date.

     (5) A provision requiring, for any or all corporate actions (except as
provided in Section 303, subdivision (b) of Section 402.5, subdivision (c) of
Section 708 and Section 1900) the vote of a larger proportion or of all of the
shares of any class or series, or the vote or quorum for taking action of a
larger proportion or of all of the directors, than is otherwise required by this
division.

     (6) A provision limiting or restricting the business in which the
corporation may engage or the powers which the corporation may exercise or both.

     (7) A provision conferring upon the holders of any evidences of
indebtedness, issued or to be issued by the corporation, the right to vote in
the election of directors and on any other matters on which shareholders may
vote.

     (8) A provision conferring upon shareholders the right to determine the
consideration for which shares shall be issued.

     (9) A provision requiring the approval of the shareholders (Section 153) or
the approval of the outstanding shares (Section 152) for any corporate action,
even though not otherwise required by this division.

     (10) Provisions eliminating or limiting the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
shareholders, as set forth in Section 309, provided, however, that (A) such a
provision may not eliminate or limit the liability of directors (i) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit, (iv) for
acts or omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310, or (vii) under Section
316, (B) no such provision shall eliminate or limit the liability of a director
for any act or omission occurring prior to the date when the provision becomes
effective, and (C) no such provision shall eliminate or limit the liability of
an officer for any act or omission as an officer, notwithstanding that the
officer is also a director or that his or her actions, if negligent or improper,
have been ratified by the directors.

     (11) A provision authorizing, whether by bylaw, agreement, or otherwise,
the indemnification of agents (as defined in Section 317) in excess of that
expressly permitted by Section 317 for those agents of the corporation for
breach of duty to the corporation and its stockholders, provided, however, that
the provision may not provide for indemnification of any agent for any acts or
omissions or transactions from which a director may not be relieved of liability
as set forth in the exception to paragraph (10) or as to circumstances in which
indemnity is expressly prohibited by Section 317.

     Notwithstanding this subdivision, in the case of a close corporation any of
the provisions referred to above may be validly included in a shareholders'
agreement. Notwithstanding this subdivision, bylaws may require for all or any
actions by the board the affirmative vote of a majority of the authorized number
of directors. Nothing contained in this subdivision shall affect the
enforceability, as between the parties thereto, of any lawful agreement not
otherwise contrary to public policy.

     (b) Reasonable restrictions upon the right to transfer or hypothecate
shares of any class or classes or series, but no restriction shall be binding
with respect to shares issued prior to the adoption of the restriction unless
the holders of such shares voted in favor of the restriction.

     (c) The names and addresses of the persons appointed to act as initial
directors.




     (d) Any other provision, not in conflict with law, for the management of
the business and for the conduct of the affairs of the corporation, including
any provision which is required or permitted by this division to be stated in
the bylaws.

204.5. Director liability; limiting provision in articles; wording; disclosure
to shareholders regarding provision

     (a) If the articles of a corporation include a provision reading
substantially as follows: "The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law"; the corporation shall be considered to have adopted a provision
as authorized by paragraph (10) of subdivision (a) of Section 204 and more
specific wording shall not be required.

     (b) This section shall not be construed as setting forth the exclusive
method of adopting an article provision as authorized by paragraph (10) of
subdivision (a) of Section 204.

     (c) This section shall not change the otherwise applicable standards or
duties to make full and fair disclosure to shareholders when approval of such a
provision is sought.

(S) 309. Performance of duties by director; liability

     (a) A director shall perform the duties of a director, including duties as
a member of any committee of the board upon which the director may serve, in
good faith, in a manner such director believes to be in the best interests of
the corporation and its shareholders and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under
similar circumstances.

     (b) In performing the duties of a director, a director shall be entitled to
rely on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by any
of the following:

     (1) One or more officers or employees of the corporation whom the director
believes to be reliable and competent in the matters presented.

     (2) Counsel, independent accountants or other persons as to matters which
the director believes to be within such person's professional or expert
competence.

     (3) A committee of the board upon which the director does not serve, as to
matters within its designated authority, which committee the director believes
to merit confidence,

so long as, in any such case, the director acts in good faith, after reasonable
inquiry when the need therefor is indicated by the circumstances and without
knowledge that would cause such reliance to be unwarranted.

     (c) A person who performs the duties of a director in accordance with
subdivisions (a) and (b) shall have no liability based upon any alleged failure
to discharge the person's obligations as a director. In addition, the liability
of a director for monetary damages may be eliminated or limited in a
corporation's articles to the extent provided in paragraph (10) of subdivision
(a) of Section 204.

(S) 316. Corporate actions subjecting directors to joint and several
         liability; actions; damages

     (a) Subject to the provisions of Section 309, directors of a corporation
who approve any of the following corporate actions shall be jointly and
severally liable to the corporation for the benefit of all of the creditors or
shareholders entitled to institute an action under subdivision (c):

     (1) The making of any distribution to its shareholders to the extent that
it is contrary to the provisions of Sections 500 to 503, inclusive.



     (2) The distribution of assets to shareholders after institution of
dissolution proceedings of the corporation, without paying or adequately
providing for all known liabilities of the corporation, excluding any claims not
filed by creditors within the time limit set by the court in a notice given to
creditors under Chapters 18 (commencing with Section 1800), 19 (commencing with
Section 1900) and 20 (commencing with Section 2000).

     (3) The making of any loan or guaranty contrary to Section 315.

     (b) A director who is present at a meeting of the board, or any committee
thereof, at which action specified in subdivision (a) is taken and who abstains
from voting shall be considered to have approved the action.

     (c) Suit may be brought in the name of the corporation to enforce the
liability (1) under paragraph (1) of subdivision (a) against any or all
directors liable by the persons entitled to sue under subdivision (b) of Section
506, (2) under paragraph (2) or (3) of subdivision (a) against any or all
directors liable by any one or more creditors of the corporation whose debts or
claims arose prior to the time of any of the corporate actions specified in
paragraph (2) or (3) of subdivision (a) and who have not consented to the
corporate action, whether or not they have reduced their claims to judgment, or
(3) under paragraph (3) of subdivision (a) against any or all directors liable
by any one or more holders of shares outstanding at the time of any corporate
action specified in paragraph (3) of subdivision (a) who have not consented to
the corporate action, without regard to the provisions of Section 800.

     (d) The damages recoverable from a director under this section shall be the
amount of the illegal distribution (or if the illegal distribution consists of
property, the fair market value of that property at the time of the illegal
distribution) plus interest thereon from the date of the distribution at the
legal rate on judgments until paid, together with all reasonably incurred costs
of appraisal or other valuation, if any, of that property or loss suffered by
the corporation as a result of the illegal loan or guaranty, as the case may be,
but not exceeding the liabilities of the corporation owed to nonconsenting
creditors at the time of the violation and the injury suffered by nonconsenting
shareholders, as the case may be.

     (e) Any director sued under this section may implead all other directors
liable and may compel contribution, either in that action or in an independent
action against directors not joined in that action.

     (f) Directors liable under this section shall also be entitled to be
subrogated to the rights of the corporation:

     (1) With respect to paragraph (1) of subdivision (a), against shareholders
who received the distribution.

     (2) With respect to paragraph (2) of subdivision (a), against shareholders
who received the distribution of assets.

     (3) With respect to paragraph (3) of subdivision (a), against the person
who received the loan or guaranty. Any director sued under this section may file
a cross-complaint against the person or persons who are liable to the director
as a result of the subrogation provided for in this subdivision or may proceed
against them in an independent action.

(S) 317. Indemnification of agent of corporation in proceedings or actions

     (a) For the purposes of this section, "agent" means any person who is or
was a director, officer, employee or other agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of the predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under subdivision (d) or paragraph (4)
of subdivision (e).

     (b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the corporation to procure a judgment in its favor)



by reason of the fact that the person is or was an agent of the corporation,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

     (c) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was an agent of the
corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of the action if the person acted in
good faith, in a manner the person believed to be in the best interests of the
corporation and its shareholders.

No indemnification shall be made under this subdivision for any of the
following:

     (1) In respect of any claim, issue or matter as to which the person shall
have been adjudged to be liable to the corporation in the performance of that
person's duty to the corporation and its shareholders, unless and only to the
extent that the court in which the proceeding is or was pending shall determine
upon application that, in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine.

     (2) Of amounts paid in settling or otherwise disposing of a pending action
without court approval.

     (3) Of expenses incurred in defending a pending action which is settled or
otherwise disposed of without court approval.

     (d) To the extent that an agent of a corporation has been successful on the
merits in defense of any proceeding referred to in subdivision (b) or (c) or in
defense of any claim, issue, or matter therein, the agent shall be indemnified
against expenses actually and reasonably incurred by the agent in connection
therewith.

     (e) Except as provided in subdivision (d), any indemnification under this
section shall be made by the corporation only if authorized in the specific
case, upon a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct set
forth in subdivision (b) or (c), by any of the following:

     (1) A majority vote of a quorum consisting of directors who are not parties
to such proceeding.

     (2) If such a quorum of directors is not obtainable, by independent legal
counsel in a written opinion.

     (3) Approval of the shareholders (Section 153), with the shares owned by
the person to be indemnified not being entitled to vote thereon.

     (4) The court in which the proceeding is or was pending upon application
made by the corporation or the agent or the attorney or other person rendering
services in connection with the defense, whether or not the application by the
agent, attorney or other person is opposed by the corporation.

     (f) Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the agent to repay that amount if it shall be
determined ultimately that the agent is not entitled to be indemnified as
authorized in this section. The provisions of subdivision (a) of Section 315 do
not apply to advances made pursuant to this subdivision.

     (g) The indemnification authorized by this section shall not be deemed
exclusive of any additional rights to indemnification for breach of duty to the
corporation and its shareholders while acting in the capacity of a director or



officer of the corporation to the extent the additional rights to
indemnification are authorized in an article provision adopted pursuant to
paragraph (11) of subdivision (a) of Section 204. The indemnification provided
by this section for acts, omissions, or transactions while acting in the
capacity of, or while serving as, a director or officer of the corporation but
not involving breach of duty to the corporation and its shareholders shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, to the extent the additional rights to
indemnification are authorized in the articles of the corporation. An article
provision authorizing indemnification "in excess of that otherwise permitted by
Section 317" or "to the fullest extent permissible under California law" or the
substantial equivalent thereof shall be construed to be both a provision for
additional indemnification for breach of duty to the corporation and its
shareholders as referred to in, and with the limitations required by, paragraph
(11) of subdivision (a) of Section 204 and a provision for additional
indemnification as referred to in the second sentence of this subdivision. The
rights to indemnity hereunder shall continue as to a person who has ceased to be
a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person. Nothing contained in this
section shall affect any right to indemnification to which persons other than
the directors and officers may be entitled by contract or otherwise.

     (h) No indemnification or advance shall be made under this section, except
as provided in subdivision (d) or paragraph (4) of subdivision (e), in any
circumstance where it appears:

     (1) That it would be inconsistent with a provision of the articles, bylaws,
a resolution of the shareholders, or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification.

     (2) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.

     (i) A corporation shall have power to purchase and maintain insurance on
behalf of any agent of the corporation against any liability asserted against or
incurred by the agent in that capacity or arising out of the agent's status as
such whether or not the corporation would have the power to indemnify the agent
against that liability under this section. The fact that a corporation owns all
or a portion of the shares of the company issuing a policy of insurance shall
not render this subdivision inapplicable if either of the following conditions
are satisfied: (1) if the articles authorize indemnification in excess of that
authorized in this section and the insurance provided by this subdivision is
limited as indemnification is required to be limited by paragraph (11) of
subdivision (a) of Section 204; or (2)(A) the company issuing the insurance
policy is organized, licensed, and operated in a manner that complies with the
insurance laws and regulations applicable to its jurisdiction of organization,
(B) the company issuing the policy provides procedures for processing claims
that do not permit that company to be subject to the direct control of the
corporation that purchased that policy, and (C) the policy issued provides for
some manner of risk sharing between the issuer and purchaser of the policy, on
one hand, and some unaffiliated person or persons, on the other, such as by
providing for more than one unaffiliated owner of the company issuing the policy
or by providing that a portion of the coverage furnished will be obtained from
some unaffiliated insurer or reinsurer.

     (j) This section does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in that
person's capacity as such, even though the person may also be an agent as
defined in subdivision (a) of the employer corporation. A corporation shall have
power to indemnify such a trustee, investment manager, or other fiduciary to the
extent permitted by subdivision (f) of Section 207.

EX-99.21

                                                                   Exhibit 99.21

  Sections 23B.08.500 to 23B.08.600 of the Washington Business Corporation Act

23B.08.500. Indemnification definitions

 For purposes of RCW 23B.08.510 through 23B.08.600:

 (1) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

 (2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. A director is considered to
be serving an employee benefit plan at the corporation's request if the
director's duties to the corporation also impose duties on, or otherwise involve
services by, the director to the plan or to participants in or beneficiaries of
the plan. "Director" includes, unless the context requires otherwise, the estate
or personal representative of a director.

 (3) "Expenses" include counsel fees.

 (4) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine, including an excise tax assessed with respect to an employee benefit plan,
or reasonable expenses incurred with respect to a proceeding.

 (5) "Official capacity" means: (a) When used with respect to a director, the
office of director in a corporation; and (b) when used with respect to an
individual other than a director, as contemplated in RCW 23B.08.570, the office
in a corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise.

 (6) "Party" includes an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

 (7) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

23B.08.510. Authority to indemnify

 (1) Except as provided in subsection (4) of this section, a corporation may
indemnify an individual made a party to a proceeding because the individual is
or was a director against liability incurred in the proceeding if:

 (a) The individual acted in good faith; and

 (b) The individual reasonably believed:

 (i) In the case of conduct in the individual's official capacity with the
corporation, that the individual's conduct was in its best interests; and

 (ii) In all other cases, that the individual's conduct was at least not opposed
to its best interests; and

 (c) In the case of any criminal proceeding, the individual had no reasonable
cause to believe the individual's conduct was unlawful.



 (2) A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (1)(b)(ii) of this section.

 (3) The termination of a proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

 (4) A corporation may not indemnify a director under this section:

 (a) In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

 (b) In connection with any other proceeding charging improper personal benefit
to the director, whether or not involving action in the director's official
capacity, in which the director was adjudged liable on the basis that personal
benefit was improperly received by the director.

 (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

23B.08.520. Mandatory indemnification

 Unless limited by its articles of incorporation, a corporation shall indemnify
a director who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which the director was a party because of being a director
of the corporation against reasonable expenses incurred by the director in
connection with the proceeding.

23B.08.530. Advance for expenses

 (1) A corporation may pay for or reimburse the reasonable expenses incurred by
a director who is a party to a proceeding in advance of final disposition of the
proceeding if:

 (a) The director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of conduct
described in RCW 23B.08.510; and

 (b) The director furnishes the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct.

 (2) The undertaking required by subsection (1)(b) of this section must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.

 (3) Authorization of payments under this section may be made by provision in
the articles of incorporation or bylaws, by resolution adopted by the
shareholders or board of directors, or by contract.



23B.08.540. Court-ordered indemnification

 Unless a corporation's articles of incorporation provide otherwise, a director
of a corporation who is a party to a proceeding may apply for indemnification or
advance of expenses to the court conducting the proceeding or to another court
of competent jurisdiction. On receipt of an application, the court after giving
any notice the court considers necessary may order indemnification or advance of
expenses if it determines:

(1) The director is entitled to mandatory indemnification under RCW 23B.08.520,
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification;

 (2) The director is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not the director met the standard
of conduct set forth in RCW 23B.08.510 or was adjudged liable as described in
RCW 23B.08.510(4), but if the director was adjudged so liable the director's
indemnification is limited to reasonable expenses incurred unless the articles
of incorporation or a bylaw, contract, or resolution approved or ratified by the
shareholders pursuant to RCW 23B.08.560 provides otherwise; or

 (3) In the case of an advance of expenses, the director is entitled pursuant to
the articles of incorporation, bylaws, or any applicable resolution or contract,
to payment or reimbursement of the director's reasonable expenses incurred as a
party to the proceeding in advance of final disposition of the proceeding.

23B.08.550. Determination and authorization of indemnification

 (1) A corporation may not indemnify a director under RCW 23B.08.510 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in RCW 23B.08.510.

 (2) The determination shall be made:

 (a) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

 (b) If a quorum cannot be obtained under (a) of this subsection, by majority
vote of a committee duly designated by the board of directors, in which
designation directors who are parties may participate, consisting solely of two
or more directors not at the time parties to the proceeding;

 (c) By special legal counsel:

 (i) Selected by the board of directors or its committee in the manner
prescribed in (a) or (b) of this subsection; or

 (ii) If a quorum of the board of directors cannot be obtained under (a) of this
subsection and a committee cannot be designated under (b) of this subsection,
selected by majority vote of the full board of directors, in which selection
directors who are parties may participate; or

 (d) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination.

 (3) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(c) of this section to select counsel.



23B.08.560. Shareholder authorized indemnification and advancement of expenses

 (1) If authorized by the articles of incorporation, a bylaw adopted or ratified
by the shareholders, or a resolution adopted or ratified, before or after the
event, by the shareholders, a corporation shall have power to indemnify or agree
to indemnify a director made a party to a proceeding, or obligate itself to
advance or reimburse expenses incurred in a proceeding, without regard to the
limitations in RCW 23B.08.510 through 23B.08.550, provided that no such
indemnity shall indemnify any director from or on account of:

 (a) Acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law;

 (b) Conduct of the director finally adjudged to be in violation of RCW
23B.08.310; or

 (c) Any transaction with respect to which it was finally adjudged that such
director personally received a benefit in money, property, or services to which
the director was not legally entitled.

 (2) Unless the articles of incorporation, or a bylaw or resolution adopted or
ratified by the shareholders, provide otherwise, any determination as to any
indemnity or advance of expenses under subsection (1) of this section shall be
made in accordance with RCW 23B.08.550.

23B.08.570. Indemnification of officers, employees, and agents

 Unless a corporation's articles of incorporation provide otherwise:

 (1) An officer of the corporation who is not a director is entitled to
mandatory indemnification under RCW 23B.08.520, and is entitled to apply for
court-ordered indemnification under RCW 23B.08.540, in each case to the same
extent as a director;

 (2) The corporation may indemnify and advance expenses under RCW 23B.08.510
through 23B.08.560 to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director; and

 (3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with law,
that may be provided by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.

23B.08.580. Insurance

 A corporation may purchase and maintain insurance on behalf of an individual
who is or was a director, officer, employee, or agent of the corporation, or
who, while a director, officer, employee, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by the individual in that
capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the corporation would have power to indemnify
the individual against the same liability under RCW 23B.08.510 or 23B.08.520.



23B.08.590. Validity of indemnification or advance for expenses

 (1) A provision treating a corporation's indemnification of or advance for
expenses to directors that is contained in its articles of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a contract
or otherwise, is valid only if and to the extent the provision is consistent
with RCW 23B.08.500 through 23B.08.580. If articles of incorporation limit
indemnification or advance for expenses, indemnification and advance for
expenses are valid only to the extent consistent with the articles of
incorporation.

 (2) RCW 23B.08.500 through 23B.08.580 do not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with the director's
appearance as a witness in a proceeding at a time when the director has not been
made a named defendant or respondent to the proceeding.

23B.08.600. Report to Shareholders

If a corporation indemnifies or advances expenses to a director under RCW
23B.08.510, 23B.08.520, 23B.08.530, 23B.08.540 or 23B.08.560 in connection with
a proceeding by or in the right of the corporation, the corporation shall report
the indemnification or advance in the form of a notice to the shareholders
delivered with or before the notice of the next shareholders' meeting.