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EXECUTIVE EMPLOYMENT AGREEMENT
 THIS IS A VERY IMPORTANT LEGAL DOCUMENT WHICH MAY AFFECT YOUR
RIGHTS TO FUTURE EMPLOYMENT. AS A RESULT, YOU SHOULD REVIEW THE
DOCUMENT CAREFULLY, AND FULLY UNDERSTAND ITS TERMS AND
IMPLICATIONS, BEFORE SIGNING. YOU MUST BE AWARE THAT ADDENDA
A B AND C FORM PART OF THIS AGREEMENT
 nd
  DEFINITIONS
  1.
    
    Board means the Board of Directors of IKON;2.
    
    Group Companies means the Company its ultimate holding company and all subsidiary and
associated companies of the Company and/or its ultimate holding company;3.
    
    associated company means a company which falls to be treated as such for the purposes of
Statement of Standard Accounting Practice No. 1 of the Institute of Chartered Accountants
in England & Wales;4.
    
    subsidiary and holding company have the meaning ascribed thereto in Section 736 of the
Companies Act 1985 (as amended).
 ARTICLE 1  TERMS OF EMPLOYMENT
 1.1
    
    DUTIES
 1.1.1 DUTIES OF POSITION
 1.1.2 DUTY OF LOYALTY
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1.1.3 DISCLOSURE OF INTERESTS
   1.2
    
    TERM OF AGREEMENT
 1.2.1 Length of Term nd
 1.2.2 Payment in Lieu
 1.2.3 Continuing Service
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1.3 COMPENSATION
 1.4
    
    OBLIGATIONS OF EXECUTIVE
 1.4.1
    1.4.2
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1.5
    
    DISCOVERIES
 1.5.1 Acknowledgement of Potential Discoveries
 1.5.2 Duty of Disclosure
 1.5.3 Vesting
 1.5.4 Appointment of Attorney
 1.5.5 Discoveries post termination
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ARTICLE 2  TERMINATION OF AGREEMENT
 2.1
    
    TERMINATION BY THE COMPANY  DEFAULT IKON may, in its sole discretion, terminate Executives employment summarily at any time during the Term if Executive
shall have committed an act of gross misconduct which without prejudice to the
generality of the foregoing shall include Executive:
 (1)
    
    committing an act of dishonesty or theft;(2)
    
    being declared bankrupt or compounding with his creditors; and(3)
    
    engaging in any activity to the detriment or embarrassment of IKON (and any
Group Company), or breaching the duties of loyalty to IKON under Article 1.1.2
hereunder, or refusing to take reasonable directions from the Board (or any
holding
company) of IKON PROVIDED THAT such conduct amounts to a gross breach of
his obligations under the terms of this Agreement.
  2.2 TERMINATION BY THE COMPANY  IN OTHER CIRCUMSTANCES
 2.3 DISABILITY AND DEATH
 2.3.1 DISABILITY
 2.3.2 DEATH
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ARTICLE
3  RESTRICTION ON THE USE OF CONFIDENTIAL INFORMATION
 3.1 SCOPE OF CONFIDENTIAL INFORMATION All of such confidential and proprietary
information now existing or to be developed in the future will be referred to in this Agreement as
Company Secrets.
 3.2 EXECUTIVES DUTY NOT TO DISCLOSE CONFIDENTIAL INFORMATION
   3.3 RETURN OF CONFIDENTIAL INFORMATION
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3.4 ADDITIONAL AGREEMENTS REQUIRED BY THIRD
PARTIES
 3.5
SEVERABILITY
 ARTICLE 4  RESTRICTION ON POST-TERMINATION EMPLOYMENT
 4.1
ACKNOWLEDGEMENTS BY EXECUTIVE
 4.1.1 ACKNOWLEDGEMENT OF PROTECTABLE INTERESTS
 4.1.2 ABILITY TO EARN LIVELIHOOD
 4.2 POST-EMPLOYMENT RESTRICTIONS
 4.2.1
 (l)
    
    pay to Executive the Sum as hereinafter defined per month (i) commencing at the
expiration of the period in respect of which payment is made pursuant Article
1.2.2 hereof or at the date of termination (whichever shall be the later) and
(ii) ending at the expiration of the period of one year from the date of
termination (which period shall, if relevant, be reduced in the same manner
referred to at Article 4.2.3) (the Payment Period). The Sum shall be equal
to one months Base Salary and one months Contractual Bonus and one months
Contractual Entitlements as was being paid to or, as in the case of the
Contractual Bonus accrued by or, as in the case of the Contractual
Entitlements provided to Executive (each of Base Salary, Contractual Bonus and
other Contractual Entitlements as set out in Addendum A) immediately prior to
termination. The method of calculating the Sum as at the date hereof is
provided at Addendum C. Each Sum shall be paid in arrears on or before the
last working day of each month and shall be paid less such tax and statutory
deductions that IKON is obliged by law and by the appropriate statutory or
governmental authority to deduct from such payment.(2)
    
    (provided that the Term shall not have been terminated pursuant to Article 2.1
hereof) request the Committee (as defined in the Rules of the Alco Standard
Corporation/IKON Office Solutions, Inc. Stock Option Plan, (the Plan)) to
exercise its discretion pursuant to Article 6.3(f) of the Plan in order that,
in circumstances where Executive shall have ceased to be an employee or
consultant of a Group Company, mat Executives remaining stock options
exercisable as at
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the date of termination shall remain exercisable as permitted by the Plan for
the duration of the longer of the period of 3 months from termination or the
period of 3 months from the first day that Executive is permitted to exercise
such options where earlier exercise is prohibited by law or regulations and
that Executive shall for the said period have right to exercise such options
and/or sell such stock in IKON Office Solutions. Inc. subject to the
Executive complying with the provisions of Article 4.2.2. IKON shall procure
that Executive shall no longer be deemed an insider, as described in the
Confidential Information and Securities Trading Policy, a copy of which
Executive has already received. In the event that Executive shall have, before
the expiry of the period stated (without the prior approval of IKON) directly
or indirectly, to a material extent breached Executives obligations set out
in Article 4.2.2 below, then all options which Executive holds pursuant to the
Plan shall lapse and terminate and shall not in any event be exercisable
thereafter (unless the Committee (as defined in the Plan) shall otherwise so
determine). Executive hereby specifically acknowledges that the exercise of
the discretion referred to above is not an entitlement and that this Article
is reasonable in the circumstances.
  4.2.2
 4.2.2.1
    
    at any time make any announcement, statement or comment (whether to the financial
media, any competitor, customer or supplier of any Group Company, any contract
consultant specialising in examining terms of photocopying contracts of supply
and/or service, any employee of any Group Company) concerning:
 (i)
    
    the terms of this Agreement; and(ii)
    
    the business of IKON and other Group Companies in breach of Article 3;
  4.2.2.2
    
    at any time make any statement concerning IKON or any other Group Company or
any officers or employees of any such company which is calculated to be damaging
to the business or reputation of the same;4.2.2.3
    
    for the period of one (l) year from the date of termination, make contact with the
officers, employees, competitors, customers and suppliers of Group Companies
which is calculated to cause any disruption or any adverse effect to the
business of any Group Company. Without prejudice to the generality of the foregoing, in
the event that any such person shall contact Executive, Executive shall inform them
that Executive has left IKON on agreed terms (without specifying those terms) and
that
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4.2.2.4
    
    for the period of one (1) year from the date of termination in the Relevant Territory,
solicit or interfere with or endeavour to entice away from IKON or any of the
Relevant Group Companies (for any undertaking which provides services/products
similar to those provided by IKON) any person, firm, company or entity who was a
customer, of IKON or of any of the Relevant Group Companies in the twelve (12)
months prior to the date of termination and with whom Executive was concerned in
the course of his duties for IKON or its predecessors in business or had personal
contact at any time during the said 12 months;4.2.2.5
    
    for the period of one (1) year from the date of termination in the Relevant Territory,
offer to employ or engage or solicit the employment or engagement of any person
who immediately prior to the date of termination was a director, senior employee,
salesman, service engineer, manager or consultant of IKON or any of the Relevant
Group Companies and with whom Executive worked in the twelve (12) months prior
to the date of termination (whether or not such person would commit any breach of
their contract of employment or engagement by reason of leaving the service of such
company);4.2.2.6
    
    for the period of one (l) year from the date of termination in the Relevant Territory,
accept or continue any employment, engagement, substantial shareholding or
directorship in or act as a consultant to any business if such employment,
engagement, substantial shareholding, directorship or consultancy is (so far as
Executive is aware or could reasonably be expected to be aware) concerned with the
business of sales, servicing, renting, financing and leasing relating to copier
equipment, facsimiles, laser printers and leasing relating to copier equipment,
facsimiles, laser printers and document facilities management and state-of-the-art
copying and/or document scanning operations, the ongoing development and
implementation of outsourcing of document facilities management, copying,
facsimile, laser printing and local area networking sales and services, and such other
businesses as IKON may notify Executive prior to termination hereof and with
which Executive was concerned with in the course of his duties for IKON or any
Relevant Group Companies or their predecessors in business at any time during the
twelve (12) months immediately preceding the date of termination; and4.2.2.7
    
    at any time represent himself as being in any way connected with an interest in IKON or
any Relevant Group Company except for matters directly connected with any shares or other
securities in such companies4.2.3
    
    For the purposes of this Article:
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4.2.3.1
    
    Relevant Territory shall mean England, Scotland and Wales which
Executive
hereby acknowledges constitutes the market of IKON or its Relevant Group
Companies for products and services with which the Executive is so concerned at
the date hereof. Executive further acknowledges that if such area be different as at
the date of termination then such Relevant Territory shall mean the area constituting
the market of IKON or its Relevant Group Companies for products and services
with which Executive shall have been concerned for the period of twelve (12)
months prior to termination. In such circumstances IKON shall provide to the
Executive with a list detailing the areas constituting the Relevant Territory within
fourteen (14) days of termination4.2.3.2
    
    Relevant Group Company shall mean any of the Group Companies for which
Executive has performed services or in which he has held office during the twelve
(12) months immediately preceding termination; and4.2.3.3
    
    the periods of the restrictions stated at Article 4.2.2 as being one (1) year shall
be
reduced by the length of time, if any, that Executive is suspended from his duties
pursuant to Article 1.4.2 hereof if such suspension ends with the date of
termination.
 4.2.4
 4.2.5
   4.3 SEVERABILITY
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ARTICLE 5  MISCELLANEOUS
 5.1 RESIGNAT1ONS
 5.2 REFORMATION
 5.3 REASONABLENESS
 5.4 MODIFICATION
 5.5 SUCCESSORS AND ASSIGNS OF THE COMPANY
 5.6 SURVIVAL OF OBLIGATIONS AND PROVISIONS
 5.7 ENTIRE AGREEMENT
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5.8 APPLICABLE LAW
 5.9 VENUE
 5.10 NOTICES
 (a)
    
    If to IKON, to:
    
    (b)
    
    If to Executive, to:The Company Secretary
    
    
    
    D Mills EsqIKON Office Solutions PLC
    
    
    
    2 Farley ParkIKON House
    
    
    
    Oxted30 Cowcross Street
    
    
    
    SurreyLondon EC1M 6DQ
    
    
    
    RH8 9HY
 UNDERSTANDING OF TERMS
 5.12 WAIVER
 5.13 CONSTRUCTION
   5.14 STATUTORY INFORMATION
 IN
WITNESS
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SIGNED as a DEED by the said
    
    
    )DAVID MILLS
    
    JAMES J. FORESE
    
    
    )
    
    
    /s/ DAVID MILLSin the presence of:
    
    /s/ JAMES J. FORESE
    
    
    )47 EATON SQUARELONDON SW/W 9BDCOMPANY DIRECTORSIGNED by IAN DENIS CRABB
    
    
    )duly authorised for and on behalf of
    
    
    )
    
    
    /s/ IAN DENIS CRABBIKON OFFICE SOLUTIONS PLC
    
    
    )in the presence of:
    
    JAMES J. FORESE
    
    
    )/s/ JAMES J. FORESE47 EATON SQUARELONDON SW/W 9BDCOMPANY DIRECTOR
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NAME:
 TITLE:
 HOME ADDRESS:
 TERM:
 1. BASE SALARY
  2. CONTRACTUAL BONUS OPPORTUNITY
   3. CONTRACTUAL ENTITLEMENTS
  3.1 CAR
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3.2 PRIVATE HEALTH
 3.3 PENSION AND LIFE ASSURANCE
 ERSKINE
HOUSE PENSION FUND (THE FUND)
  LIABILITY
ON TERMINATION
 3.4 HOLIDAYS
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3.5 PERMANENT HEALTH INSURANCE
  4. EXPENSES
 5. DIRECTORS AND OFFICERS LIABILITY INSURANCE
  6. PARTICIPATION IN SHARE INCENTIVE SCHEMES/PLANS
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1.
    
    Executive has been continuously in the employment of IKON (including reckonable service
with any of the Group Companies) since 1 November 1982.2.
    
    Rate of Remuneration and the intervals at which it is paid are contained in Addendum A.3.
    
    There are no specific terms and conditions relating to hours of work except as provided in
Article 1.1.2.4.
    
    The terms and conditions relating to holidays are contained in Addendum A as are those
relating to sickness.5.
    
    Executive is entitled to participate in the pension arrangements described in Addendum A. In
addition, he is entitled to participate in the private medical insurance scheme also
described in
Addendum A (subject always to the rules thereof as amended from time to time) full details
of
which are available from the Administrators. BGJ & Co.. Piper
House, Hatch Lane, Windsor,
Berkshire, SL4 3QP.6.
    
    Particulars as to the length of notice to terminate are contained in Article 1.2.1.7.
    
    Particulars as to the work for which Executive is employed are contained in Article I.8.
    
    Subject to Article 1.4.1 Executives place of work at the date of this Schedule is IKON
House, 30 Cowcross Street, London EC1M 6DQ.9.
    
    There are no disciplinary rules applicable to Executive except as provided in this Agreement
and if the Executive is dissatisfied with any disciplinary decision he should apply orally
or in
writing to the Board. It is expressly agreed that this part 9 of Addendum B does not
have
contractual effect.10.
    
    Any application for the purpose of seeking redress of any grievance relating to the
Executives employment should be made either orally or in writing to the Chief Executive of
IKON Office Solutions Europe PLC and if still unresolved after ten days to the Board. It is
expressly agreed that this part 10 of Addendum B does not have contractual effect.11.
    
    A Contracting-Out certificate is in force in respect of Executives employment.12.
    
    Details of Executives work outside the U.K. are contained in Article 1.4.1.13.
    
    There is no collective agreement affecting Executive.
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1. PAYMENT IN LIEU
  PAYMENT FOR CONTINUING SERVICE
  3. THE SUM
  4. CALCULATION
 £Base Salary
    
    
    125,000Contractual Bonus
    
    
    125,000Contractual Entitlements- Car
    
    
    17,620- Pension
    
    
    33,250

1- Private Health Insurance, Permanent Health Insurance and Life Assurance
    
    
    1,477Total Compensation Package per annum
    
    £
    302,347
 one monthly payment/the Sum =
    
    
    302.347
    
    
    =  25,195
    
    (less tax and statutory deductions which IKON is obliged to deduct from such payments)12
    1
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