("Code of Ethics")


All directors, officers and employees of AMICAS, Inc. (the "Company") shall strive to maintain the highest possible professional and ethical standards in our business practices – dealing honestly, ethically and fairly with customers, trading partners, business associates, competitors and each other.  To that end, we seek to deter wrongdoing not only by complying with federal, state and local laws but by establishing these written policies that govern ethical corporate behavior. Specifically, employees and directors must adhere to certain standards of conduct:


·         We must strive to perform our duties and responsibilities to the Company honestly, objectively and effectively.  Conflicts of interest are prohibited as a matter of Company policy.  We will avoid situations that create actual or apparent conflicts of interest between our personal interests (including members of our families) and the interests of the Company or any of its customers, trading partners, business associates or competitors.  We must disclose to the Company any transaction or relationship that reasonably could give rise to a conflict of interest.


·         We will abide by the Company’s spending and signing authority policy, and the Company’s insider trading policy which, among other things, prohibits any trading of the stock of the Company based on material, non-public information.


·         We will maintain the confidentiality of trade secrets and all confidential information, including patient data, entrusted to us to ensure that confidential or sensitive business and financial information of the Company and its customers, trading partners or business associates is not disclosed, except as permitted by the Company.  We will honor the terms of any confidentiality agreement with the Company. We will not divulge or use non-public information of any previous employer.


·         We will comply with applicable governmental laws, rules and regulations related to the Company’s business wherever we do business, including the Health Insurance Portability and Accountability Act of 1996.  We will cooperate fully with any inquiry or investigation by law enforcement or regulatory authorities regarding an alleged violation of law by the Company or its directors, officers or employees. 


·         No employee shall directly supervise a close relative or member of that employee’s immediate family.  A "close relative" means a spouse, dependent child or any other person living in the same home with the employee, officer or director.  "Immediate family" means a close relative and a parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law.


·         We will not, directly or indirectly, give or accept money, lavish gifts or entertainment for the purposes of furthering a business relationship between the Company and a customer, trading partner, business associate or any one seeking to do business with the Company.


·         We will use corporate assets, including but not limited to computers, software, office equipment, product plans, customer lists, source code, financial information and any other business documents, for their intended purpose- to further Company business.


·         With respect to the financial operation of the Company, we must strive to provide full, fair, accurate, timely and understandable disclosure in all reports and documents filed with, or submitted to, the United States Securities and Exchange Commission, and in other public communications we make, including statements we make about the Company’s products and services.  In that regard:


-     We will comply with all financial reporting and accounting regulations applicable to the

Company.  We will further cooperate with the Company’s independent auditors with respect to financial reporting matters.


-     We will keep all records, files and accounts that are necessary to reflect and present fairly, in all material respects, corporate transactions and the acquisition, maintenance and disposition of Company assets in conformity with generally accepted accounting principles and the Company’s accounting policies.  We will immediately report any errors or misstatements with respect to the same.


-          We will clearly identify accounts, and we will not create or maintain secret and unrecorded funds or assets. We will not make false, misleading or fictitious entries to the financial records or reports, and will not list personal or fictitious expenses on expense accounts or petty cash vouchers. We will not make any payment on behalf of the Company without adequate supporting documents, and we will not make any payments for any purpose other than what is set forth in the authorizing documentation.


·         We will provide equal opportunity to all persons, and we will not discriminate and we will not tolerate harassment.


Notification of Complaint – The Company has retained the services of EthicsPoint, Inc. to provide an anonymous and confidential method to receive concerns or reports of misconduct and to deliver such concerns and reports to the Audit Committee of the Board of Directors of the Company and/or other appropriate designees.  Information about known or suspected violations by any employee or agent must be reported promptly to the Company’s General Counsel or the Audit Committee via EthicsPoint.  Whenever practical an employee should do so in writing. Phone numbers and email addresses for the General Counsel and EthicsPoint are available on the Company’s extranet.  If the employee desires, complaints may be reported anonymously. Complaints concerning accounting, internal accounting controls, financial reporting or auditing matters, must be reported by the General Counsel to the Audit Committee Chairperson, unless the General Counsel determines that any such complaint is without merit.  The Audit Committee Chairperson shall advise the Audit Committee of all complaints received.  While the Company desires to address matters internally, nothing in this Code of Ethics should discourage the reporting of any illegal activity to law enforcement or the appropriate regulatory authority if the facts and circumstances warrant such reporting. 


Investigation – Reports of violations will be investigated under the supervision of the General Counsel and/or Audit Committee Chairperson as he or she finds appropriate after evaluating the complaint and determining whether to conduct an informal inquiry or a formal investigation.  Directors, officers and employees are expected to cooperate fully in the investigation of reported violations.  Failure to so cooperate may be treated as a violation of this Code of Ethics.  The General Counsel and/or Audit Committee Chairperson may retain the services of outside counsel, accountants or other outside advisors as such person deems appropriate. The General Counsel and/or Audit Committee Chairperson shall report the results of any inquiry or investigation, together with a recommendation as to disposition of the matter, to the full Board of Directors as and when such person deems appropriate.  The Board of Directors shall determine whether a violation of this Code of Ethics has occurred, and, if so, shall determine the disciplinary measures to be taken. 


Confidentiality – The General Counsel or Audit Committee Chairperson will not, to the extent practical and appropriate under the circumstances to protect the privacy of the persons involved, disclose the identity of anyone who reports a suspected violation or who participates in the investigation.  Employees should be aware that the General Counsel or Audit Committee Chairperson, and those assisting him or her are obligated to act in the best interests of the Company, and do not act as personal representatives or lawyers for employees.


Protection Against Retaliation – Our directors, officers and employees will not, based solely on the fact that a director, officer or employee reported or complained of a violation or deviation from this Code of Ethics, discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against any other director, officer or employee who reports or complains of violations of or deviations from this Code of Ethics or of other illegal or unethical conduct, unless such report or complaint is made with knowledge that it was false.  Any such act of retaliation is itself a serious violation of this Code of Ethics.  Acts of retaliation should be reported immediately and will be disciplined appropriately.


Retention – Complaints shall remain on file for so long as the General Counsel or Audit Committee Chairperson deems appropriate and in accordance with requirements to be adopted by the Board of Directors from time to time.


While it is the intention of the Company that the policies in this Code of Ethics must be strictly adhered to, not all circumstances can be anticipated and, therefore, waivers in certain circumstances may arise.  Exceptions may be possible upon the written consent of the General Counsel.  However, only the Board of Directors of the Company can waive any provisions of this Code of Ethics for directors and executive officers and any such waiver (including the reasons for the waiver) must be disclosed as required by law or regulation. 


All employees of VitalWorks Inc. must adhere to this Code of Ethics, as well as other detailed policies of the Company, including, but not limited to, those in the Employee Handbook.  Failure to comply with these policies will result in disciplinary action, which may include reprimands, warnings, probation or suspension without pay, demotions, reductions in salary or termination of employment, and, when appropriate, may cause the employee or director to be subject to action by law enforcement or other appropriate regulatory authority. 


The Company may amend, alter or terminate this Code of Ethics at any time for any reason. 


This document is not an employment contract between the Company and any employee and does not alter the Company’s at-will employment policy.