Exhibit 99.1 

                WAIVER,dated as of December 31, 2003 (this “Waiver”), to the Credit Agreement,dated as of May 24, 2002, as amended, supplemented or otherwise modified from time to time(the “Credit Agreement”), among IKON Office Solutions, Inc., an Ohiocorporation (the “Company”), IOS Capital, LLC, a Delaware limitedliability company (“IOSC”), IKON Capital, PLC, an English company, andIKON Capital, Inc., a Canadian corporation (each of the above, individually, a“Borrower”, and collectively, the “Borrowers”), theLenders from time to time parties to the Credit Agreement, JPMorgan Chase Bank, TorontoBranch, as Canadian Administrative Agent and JPMorgan Chase Bank, as Administrative Agent. 

WITNESSETH: 

                WHEREAS,the Borrowers, the Lenders and the Administrative Agent are parties to the CreditAgreement; 

                WHEREAS,the Borrowers have requested that the Lenders waive certain terms in the Credit Agreementin the manner provided for herein; and 

                WHEREAS,the Administrative Agent and the Lenders are willing to consent to this Waiver subject tothe terms and conditions contained herein. 

                NOWTHEREFORE, in consideration of the premises and mutual covenants hereinafter set forth,the parties hereto agree as follows: 

                1.                  Defined Terms. Unless otherwise defined herein, terms which are defined          in the Credit Agreement and used herein (and in the recitals hereto) as defined          terms are so used as so defined. 

                2.                  Waiver of clause (d) of Article VII. The Lenders and the Administrative          Agent hereby waive any Default or Event of Default under clause (d) of Article          VII of the Credit Agreement that has occurred as a result of the Borrowers’          non-compliance with the Corporate Leverage Ratio for the fiscal quarter ending          December 31, 2003. 

                3.                  Representations and Warranties. On and as of the date hereof, the          Borrowers hereby confirm, reaffirm and restate the representations and          warranties set forth in the Credit Agreement mutatis mutandis, except to the          extent that such representations and warranties expressly relate to a specific          earlier date in which case the Borrowers hereby confirm, reaffirm and restate          such representations and warranties as of such earlier date. 

                4.                  Conditions to Effectiveness. This Waiver shall become effective as of the          date first written above upon receipt by the Administrative Agent of (i)          counterparts to this Waiver duly executed by the Borrowers and each Lender and          (ii) an Acknowledgement and Consent in the form of Exhibit A hereto duly          executed by each of the Subsidiary Guarantors. 

                5.                  Continuing Effect; No Other Waivers. Except as expressly provided herein,          all of the terms and provisions of the Credit Agreement are and shall remain in          full force and effect. The waiver provided for herein is limited to the specific          provision of the Credit Agreement specified herein and shall not constitute a          consent, waiver or amendment of, or an indication of the Administrative          Agent’s or the Lenders’ willingness to consent to any action requiring          consent under or to waive or amend, any other provisions of the Credit Agreement          or the same provision for any other date or time period (whether or not such          other provisions or compliance with such provisions for another date or time          period are affected by the circumstances addressed in this Waiver). 

                6.                  Expenses. The Borrowers agree to pay and reimburse the Administrative          Agent for all its reasonable costs and out-of-pocket expenses incurred in          connection with the preparation and delivery of this Waiver, including, without          limitation, the reasonable fees and disbursements of counsel to the          Administrative Agent. 

                7.                  Counterparts. This Waiver may be executed in any number of counterparts          by the parties hereto, each of which counterparts when so executed shall be an          original, but all counterparts taken together shall constitute one and the same          instrument. 

                8.                  GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND          INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

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