**Exhibit 10.28****AMENDMENT 2005-1****TO THE****IKON OFFICE SOLUTIONS, INC.****1994 DEFERRED COMPENSATION PLAN**     **WHEREAS**, IKON Office Solutions, Inc. (the “Company”) maintains the IKON Office Solutions, Inc.1994 Deferred Compensation Plan, as amended and restated effective December 1, 2002 (the “1994Plan”), for the benefit of certain eligible employees of the Company and his affiliates;     **WHEREAS**, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), setsforth the requirements that apply to nonqualified deferred compensation plans and Notice 2005-1provides certain transition relief that applies to such plans;     **WHEREAS**, provided the actions are taken during the 2005 calendar year, (i) Q&A 18(c) of Notice2005-1 provides that a plan may be amended to stop future deferrals without resulting in a materialmodification of the plan; and (ii) Q&A 20(a) of Notice 2005-1 provides that a plan may be amendedto provide participants with the ability to make an election to cancel a deferral election duringthe 2005 calendar year;     **WHEREAS**, the Board of Directors of the Company (the “Board”) desires to amend the 1994 Plan toprovide that: (i) any individual who has been a participant in the 1994 Plan for at least fiveyears, as of December 31, 2005, may not defer any additional compensation to the 1994 Plan afterDecember 31, 2005; (ii) any individual who has been a participant in the 1994 Plan for less thanfive years, as of December 31, 2005, can continue to make deferrals to the 1994 Plan after December31, 2005, if such individual makes an affirmative election to continue deferrals for a period notto exceed the participant’s fifth anniversary as a participant in the 1994 Plan, and, thereafter,no additional deferrals may be made to the 1994 Plan; (iii) no individual may first become aparticipant in the 1994 Plan after December 31, 2005; and (iv) any participant in the 1994 Plan whoremains employed through December 31, 2005 will become fully vested in his benefit under the 1994Plan as of such date;     **WHEREAS**, the Board also desires to amend the 1994 Plan to provide that the Administrator willhave the authority to make such amendments to the 1994 Plan as are necessary for the 1994 Plan tocomply with the requirements of Section 409A of the Code; and     **WHEREAS,**pursuant to Paragraph 20 of the 1994 Plan, the Board may amend the 1994 Plan at anytime.     **NOW, THEREFORE**, effective July 26, 2005, the 1994 Plan is hereby amended as follows:
 

 
1. The first paragraph of Paragraph 6 of the 1994 Plan is hereby amended by adding a newsentence to the end thereof to read as follows:   “Notwithstanding the immediately preceding sentence, any Participant who is employed by theEmployer on December 31, 2005, shall become fully vested in his benefit under the Plan.” 2. Paragraph 20 of the 1994 Plan is hereby amended by adding a new sentence to the end thereofto read as follows:   “Notwithstanding the foregoing, the Administrator may make all technical, administrative,regulatory and compliance amendments to the Plan that are necessary so the Plan meets therequirements of Section 409A of the Internal Revenue Code of 1986, as amended.” 3. A new Paragraph 25 is hereby added to the 1994 Plan to read as follows:   “25. ***Plan Freeze*****.**Notwithstanding any other provision of the Plan to thecontrary, effective July 26, 2005: (a) No employee of IKON or an Affiliated Employer may firstbecome a Participant in the Plan for any Plan Year beginning afterDecember 31, 2005.  (b) Each Participant who, as of December 31, 2005, hasparticipated in the Plan for at least five Plan Years, shall not beeligible to defer or forgo any portion of their Compensation to the Planafter December 31, 2005.  (c) Each Participant who, as of December 31, 2005, hasparticipated in the Plan for less than five Plan Years, may either (i)continue to defer Compensation to the Plan by making an affirmativeelection to continue deferrals for a period not to exceed theparticipant’s fifth anniversary as a participant in the 1994 Plan, and,thereafter, such Participant shall not be eligible to defer or forgo anyportion of their Compensation to the Plan after the end of such five PlanYear period or (ii) such Participant may elect to cancel the requireddeferral elections to the Plan for the Plan Years that commence afterDecember 31, 2005, at such time during the 2005 calendar year asdetermined by the Administrator, in his sole discretion.”     **IN WITNESS WHEREOF**, the Company has authorized a duly appointed officer to execute thisAmendment 2005-1 to the 1994 Plan, this 26 day of July, 2005.
 

 
       **IKON OFFICE SOLUTIONS, INC.**       By: Kathleen M. Burns            Title: Vice President and Treasurer