IKON Receivables, LLC
                                    FORM 10-K
                               September 30, 2002


<PAGE>

    As filed with the Securities and Exchange Commission on December 26, 2002

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


(Mark One)

|X|  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                 For the fiscal year ended September 30, 2002 or

|_|  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

               For the transition period from _______ to _______.

                        Commission file number 333-71073

             _______________________________________________________

                              IKON RECEIVABLES, LLC
             (Exact name of registrant as specified in its charter)



                  DELAWARE                                     23-2990188
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                     Identification No.)

1738 Bass Road, P.O. Box 9115, Macon, Georgia                      31208
  (Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code: (478) 471-2300

             _______________________________________________________

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

        Indicate by check mark whether the  registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes [_] No [X]

        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

Registered debt outstanding as of December 26, 2002 was $897,128,462.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

The registrant meets the conditions set forth in General  Instruction  (I)(1)(a)
and (b) of Form 10-K and is therefore filing with the reduced  disclosure format
contemplated thereby.


<PAGE>

                                     INDEX *

                                                                        Page No.
                                                                        --------
                                     PART I

ITEM 1. BUSINESS                                                              1

ITEM 2. PROPERTIES                                                            1

ITEM 3. LEGAL PROCEEDINGS                                                     1

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS                                              1

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS                                        2

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            3

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                           4

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE                              4

                                    PART III

ITEM 14.CONTROLS AND PROCEDURES                                               5

                                     PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
             FORM 8-K                                                         5


*All  amounts  contained  in this  annual  report on Form 10-K are in  thousands
unless otherwise noted.

<PAGE>

Forward-Looking Information

     This Report includes or incorporates  by reference,  information  which may
constitute   forward-looking  statements  within  the  meaning  of  the  federal
securities laws.  Although IKON  Receivables,  LLC (the "Company")  believes the
expectations contained in such forward-looking statements are reasonable, it can
give  no  assurances   that  such   expectations   will  prove   correct.   Such
forward-looking   information  is  based  upon  management's  current  plans  or
expectations  and is subject to a number of risks and  uncertainties  that could
significantly affect current plans, anticipated actions and the future financial
condition and results of IKON Office  Solutions,  Inc. ("IKON") and IOS Capital,
LLC ("IOSC").  These risks and uncertainties,  which apply to the Company,  IOSC
and IKON, include, but are not limited to, risks and uncertainties  relating to:
factors which may affect the Company's  ability to recoup the full amount due on
the Leases  (such as lessee  defaults  or factors  impeding  recovery  efforts);
growth   opportunities   and   increasing   market   share,   productivity   and
infrastructure   initiatives;   earnings,   revenue,   cash  flow,  margin,  and
cost-savings  projections;  the effect of  competitive  pressures  on  equipment
sales; expected savings and lower costs from the productivity and infrastructure
initiatives;  developing and expanding strategic alliances and partnerships, the
impact of  e-commerce  and  e-procurement  initiatives;  the  implementation  of
e-IKON;  anticipated  growth  rates  in the  digital  and  color  equipment  and
outsourcing  industries;  the  effect of foreign  currency  exchange  risk;  the
reorganization of the Company's  business segments and the anticipated  benefits
of operational  synergies related thereto;  and the Company's ability to finance
its current operations and its growth initiatives. As a consequence of these and
other risks and  uncertainties,  current plans,  anticipated  actions and future
financial  condition and results may differ  materially  from those expressed in
any forward-looking statements made by or on behalf of the Company.

<PAGE>

                                     PART I

ITEM 1.   Business

        IKON  Receivables,  LLC (the  "Company") is a special  purpose  Delaware
limited liability company,  all of the membership interests in which are held by
IKON Receivables-1, LLC ("Sole Member"), also a special purpose Delaware limited
liability company.  All of the membership interests in the Sole Member are owned
by IOS Capital,  LLC ("IOSC"),  a wholly-owned finance subsidiary of IKON Office
Solutions, Inc. ("IKON"), a publicly traded company with fiscal 2002 revenues of
approximately $4.8 billion.  IKON is a leading provider of products and services
that help businesses  manage  document  workflow and increase  efficiency.  IKON
provides  customers with total business  solutions for every office,  production
and  outsourcing  need,   including  copiers  and  printers,   color  solutions,
distributed  printing,   facilities  management,   imaging  and  legal  document
solutions,  as well as network design and consulting and e-business development.
The  Company was  organized  in the State of Delaware on January 20, 1999 and is
managed by IKON Receivables Funding, Inc. (the "Manager").

        The  Company  was  organized  to  engage  exclusively  in the  following
business and  financial  activities:  to purchase or acquire  from IKON,  or any
subsidiary or affiliate of IKON, any right to payment,  whether  constituting an
account,  chattel paper,  instrument or general intangible,  and certain related
property (other than equipment) and rights (collectively,  "Lease Receivables"),
and hold, sell,  transfer,  pledge or otherwise  dispose of Lease Receivables or
interests therein;  to enter into any agreement related to any Lease Receivables
that provides for the administration, servicing and collection of amounts due on
such Lease Receivables and any interest rate hedging  arrangements in connection
therewith;  to distribute Lease  Receivables or proceeds from Lease  Receivables
and any other  income to its Sole  Member;  and to engage in any  lawful  act or
activity  and to  exercise  any  power  that  is  incidental  and  necessary  or
convenient to the foregoing and permitted under Delaware law.

        Neither  the Sole  Member  nor the  Manager  is  liable  for the  debts,
liabilities,  contracts or other  obligations of the Company solely by reason of
being the Sole Member or Manager of the Company.

        The Company's  organizational  documents require it to operate in such a
manner that it should not be consolidated  in the bankruptcy  estate of the Sole
Member,  IOSC, or IKON,  should any of these  entities  become subject to such a
proceeding. The Company is legally separate from each of the foregoing entities,
and  the  assets  of the  Company,  including,  without  limitation,  the  Lease
Receivables,  are not  available to the  creditors of the Sole Member,  IOSC, or
IKON.


ITEM 2.   Properties

        The  Registrant  does not utilize  any  facilities.  Actions  related to
servicing and maintaining the Registrant's assets are performed by IOSC.


ITEM 3.   Legal Proceedings

        None.


                                     PART II

ITEM 5.   Market for the  Registrant's  Common  Equity and  Related  Stockholder
          Matters

        There is currently no market for the Registrant's  equity securities nor
is it anticipated that such a market will develop.


                                       1
<PAGE>

ITEM 7.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

        Pursuant  to General  Instruction  I(2)(a) of Form 10-K,  the  following
analysis of the  results of  operations  is  presented  in lieu of  Management's
Discussion and Analysis of Financial Condition and Results of Operations.

        The Company has issued Series 1999-1,  1999-2, 2000-1, 2000-2 and 2001-1
Lease-Backed Notes (collectively, the "Notes") as described below:

<TABLE>
<CAPTION>
                                                                 Principal
                                                                    Amount
                                              Principal     Outstanding at                                 Stated
                                               Issuance      September 30,                               Maturity
     Series          Notes  Issuance Date        Amount               2002       Interest Rate               Date
     ------          -----  -------------        ------               ----       -------------               ----

<S>             <C>             <C>           <C>                <C>            <C>                <C>
     1999-1      Class A-1       05/25/99     $ 304,474                                  5.11%          June 2000
                 Class A-2       05/25/99        61,579                                  5.60%           May 2005
                 Class A-3       05/25/99       304,127          $  23,046               5.99%           May 2005
                 Class A-4       05/25/99        81,462             81,462               6.23%           May 2005
                                                -------            -------
                                Sub-Total       751,642            104,508
                                                -------            -------

     1999-2      Class A-1       10/07/99       235,326                               6.14125%       October 2000
                 Class A-2       10/07/99        51,100                                  6.31%           May 2001
                 Class A-3a      10/07/99       100,000             19,319               6.59%        August 2003
                 Class A-3b      10/07/99       240,891             46,538       LIBOR + 0.36%        August 2003
                 Class A-4       10/07/99        72,278             72,278               6.88%      November 2005
                                                -------            -------
                                Sub-Total       699,595            138,135
                                                -------            -------

     2000-1      Class A-1       06/02/00       130,000                               6.99625%          June 2001
                 Class A-2       06/02/00        54,000                                  7.51%         March 2002
                 Class A-3       06/02/00       230,000             86,634       LIBOR + 0.19%         March 2004
                 Class A-4       06/02/00        84,510             84,510       LIBOR + 0.23%     September 2006
                                                -------            -------
                                Sub-Total       498,510            171,144
                                                -------            -------

     2000-2      Class A-1       12/07/00       193,532                               6.66125%      December 2001
                 Class A-2       12/07/00        70,193                                  6.60%     September 2002
                 Class A-3       12/07/00       290,800            192,557       LIBOR + 0.23%       October 2004
                 Class A-4       12/07/00        79,906             79,906       LIBOR + 0.27%          July 2007
                                                -------            -------
                                Sub-Total       634,431            272,463
                                                -------            -------

     2001-1      Class A-1       06/28/01       168,000                               3.73375%          July 2002
                 Class A-2       06/28/01        41,000                                  4.16%         March 2004
                 Class A-3       06/28/01       260,000            241,592       LIBOR + 0.23%       January 2006
                 Class A-4       06/28/01       126,200            126,200       LIBOR + 0.26%       October 2008
                                                -------            -------
                                Sub-Total       595,200            367,792
                                                -------            -------

                                    Total    $3,179,378         $1,054,042
                                             ==========         ==========
</TABLE>

        The Notes were  issued  pursuant  to certain  indentures  ("Indentures")
between  the  Company,  IOSC,  and  certain  Indenture  trustees.  The Notes are
collateralized  by a pool of office  equipment  leases or contracts  and related
assets  (the  "Leases")  acquired  or  originated  by IOSC  (together  with  the
equipment  financing  portion of each periodic lease or rental payment due under
the Leases on or after the  related  indenture  date) and all  related  casualty
payments,  retainable deposits, and termination payments.  Payments on the Notes
are made from payments on the Leases.  The Notes have certain credit enhancement
features    available    to    noteholders,    including    reserve    accounts,
overcollateralization  accounts and noncancelable  insurance policies from Ambac
Assurance

                                       2
<PAGE>

Corporation  with respect to the Notes.  On each payment date,  funds  available
from the collection of lease  receivables will be paid to the noteholders in the
order of their priority class.

        The Notes bear  interest  from the related  issuance  date at the stated
rates specified  above.  The variable rate 1999-2 Class A-3b,  2000-1 Class A-3,
2000-1  Class A-4,  2000-2  Class A-3,  2000-2  Class A-4,  2001-1 Class A-3 and
2001-1 Class A-4 Notes have been fixed at 6.63%, 7.802%, 7.82%, 6.475%,  6.475%,
4.825% and 5.435%, respectively, through interest rate swaps.

        IOSC services the Leases and may delegate its servicing responsibilities
to one or more  sub-servicers,  but such delegation does not relieve IOSC of its
liabilities  with respect  thereto.  IOSC retains  possession  of the Leases and
related files, and receives a monthly service fee from the Company for servicing
the Leases.

        Restricted  cash on the balance sheet  represents the cash that has been
collected on the leases that are pledged as collateral for  lease-backed  notes.
This cash must be  segregated  within two business days into a trust account and
the cash is used to pay the principal and interest on lease-backed notes as well
as any  associated  administrative  expenses.  The level of  restricted  cash is
impacted  from one  period  to the  next by the  volume  of  leases  pledged  as
collateral on the lease-backed notes and timing of collections on such leases.

        Future maturities of the Notes,  based on contractual  maturities of the
Leases for each of the succeeding fiscal years, are as follows:


<TABLE>
<CAPTION>
                          1999-1         1999-2         2000-1         2000-2        2001-1
                       Series Notes   Series Notes   Series Notes   Series Notes  Series Notes       Total
                       ----------------------------------------------------------------------------------------
<S>                    <C>            <C>            <C>            <C>           <C>            <C>
      2003             $ 104,508      $ 138,135      $     99,682   $ 145,201     $ 168,106      $   655,632
      2004                                                 71,462     127,262       129,148          327,872
      2005                                                                           70,538           70,538
                       ----------------------------------------------------------------------------------------
                       $ 104,508      $ 138,135      $    171,144   $ 272,463     $ 367,792      $ 1,054,042
                       ========================================================================================
</TABLE>


        During fiscal 2002, income generated from the Leases was $196,882, other
income earned was $1,758,  while interest expense was $93,609 and administrative
expenses were $10,853.  Principal collections on lease receivables during fiscal
2002 were  $886,408,  proceeds from  lease-backed  notes were $0 and the Company
repaid $743,347 of principal on the Notes.  During fiscal 2001, income generated
from the Leases was  $213,947,  other income earned was $5,494,  while  interest
expense  was  $113,383  and  administrative  expenses  were  $11,806.  Principal
collections on lease  receivables  during fiscal 2001 were $1,484,435,  proceeds
from  lease-backed  notes were  $1,226,761  and the Company  repaid  $699,883 of
principal on the Notes.  The Company's  portfolio of Leases has an average yield
of 10.6% at September 30, 2002,  while the Company's  weighted  average interest
rate of its total debt cost during fiscal 2002 is 6.3%.


ITEM 7A.   Quantitative and Qualitative Disclosures About Market Risk

        The Company incurs debt to fund the  origination of leases for IKON. The
interest  rates  charged  on the debt are  determined  based on  current  market
conditions and include  variable  measures of interest rates such as LIBOR.  The
Company  monitors  interest  rates  on debt in  order to  mitigate  exposure  to
unfavorable  variations  as compared to the interest  rate earned on the pledged
finance  lease  receivables.  The  objective in managing this risk is to achieve
fixed-rate  financing  at the same time the Company  establishes  the rate to be
received by the Company on the leases.  As a result,  from time to time interest
rate swaps are utilized to  effectively  fix the rate on variable  rate debt, as
opposed to a direct  issuance of fixed rate debt. The risk  associated  with the
use of interest rate swaps is the possible  inability of the  counterparties  to
meet the terms of their contracts. The Company does not enter into interest rate
swap agreements for trading purposes.

                                       3
<PAGE>

        The  following  tables  present,  as of  September  30,  2002 and  2001,
information regarding the interest rate swap agreements to which we are a party:
(i) the notional  amount,  (ii) the fixed  interest rate payable by the Company,
(iii) the  variable  interest  rate  payable to the Company by the  counterparty
under the agreement, (iv) the fair value of the instrument, and (v) the maturity
date of the agreement.


<TABLE>
<CAPTION>
                                        September 30, 2002
----------------------------------------------------------------------------------------------------
     Notional Amount  Fixed Interest Rate  Variable Interest Rate       Fair Value    Maturity Date
----------------------------------------------------------------------------------------------------

<S>                                <C>             <C>             <C>               <C>
$            272,463               6.475%                   LIBOR  $      (13,671)        July 2007
$            241,592               4.825%           LIBOR + 0.23%  $       (6,002)     January 2006
$             86,634               7.802%           LIBOR + 0.19%  $       (2,536)       March 2004
$             46,538               6.270%                   LIBOR  $         (314)      August 2003
$            126,200               5.435%           LIBOR + 0.26%  $       (8,383)     October 2008
$             84,510               7.820%           LIBOR + 0.23%  $       (7,281)   September 2006

                                        September 30, 2001
----------------------------------------------------------------------------------------------------
     Notional Amount  Fixed Interest Rate  Variable Interest Rate       Fair Value    Maturity Date
----------------------------------------------------------------------------------------------------

$            370,706               6.475%                   LIBOR  $      (19,060)        July 2007
$            260,000               4.825%           LIBOR + 0.23%  $       (6,004)     January 2006
$            219,939               7.802%           LIBOR + 0.19%  $       (9,357)       March 2004
$            145,407               6.270%                   LIBOR  $       (3,382)      August 2003
$            126,200               5.435%           LIBOR + 0.26%  $       (4,715)     October 2008
$             84,510               7.820%           LIBOR + 0.23%  $       (8,104)   September 2006
</TABLE>

ITEM 8.   Financial Statements and Supplementary Data

        The financial  statements of the Company are submitted herewith on Pages
F-1 through F-11 of this report.

                                 Quarterly Data

        The following table shows  comparative  summarized  unaudited  quarterly
results for fiscal 2002 and 2001:

<TABLE>
<CAPTION>
                                                    First          Second         Third         Fourth
                                                  Quarter         Quarter       Quarter        Quarter       Total
                                            -----------------------------------------------------------------------
<S>                                              <C>             <C>           <C>            <C>         <C>
2002
Lease finance income                             $ 56,855        $ 52,610      $ 46,089       $ 41,328    $196,882
Interest expense                                   28,392          24,507        21,934         18,776      93,609
Net income before cumulative effect of
   change in accounting principle                  15,519          15,424        13,163         13,143      57,249
Net income (loss)                                  15,519          15,424     (830,589)         13,143   (786,503)


                                                    First          Second         Third         Fourth
                                                  Quarter         Quarter       Quarter        Quarter       Total
                                            -----------------------------------------------------------------------
2001
Lease finance income                             $ 45,011        $ 53,587      $ 52,590       $ 62,759   $ 213,947
Interest expense                                   24,652          29,853        27,192         31,686     113,383
Net income                                         19,523          22,255        23,767         28,707      94,252
</TABLE>


ITEM 9.   Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

        (No response to this item is required.)

                                       4

<PAGE>

                                    PART III

ITEM 14.   Controls and Procedures

        (No response to this item is required.)

                                    PART IV

ITEM 15.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)     List of Financial Statements

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                    ---------
<S>                                                                                                   <C>
             Report of Independent Accountants                                                         F-1
             Balance Sheets at September 30, 2002 and 2001                                             F-2
             Statements of Operations for Fiscal Years Ended September 30, 2002, 2001 and 2000         F-3
             Statements of Cash Flows for Fiscal Years Ended September 30, 2002, 2001 and 2000         F-4
             Statements of Changes in Member's (Deficit) Equity for Fiscal Years Ended September 30,
                      2002, 2001 and 2000                                                              F-5
             Notes to Financial Statements                                                             F-6
</TABLE>


        Financial  Statements  and  Schedules  other than those listed above are
omitted because the required information is included in the financial statements
or the notes thereto or because they are inapplicable.

(b)  Exhibits

3.1    Certificate of Formation of IKON  Receivables,  LLC, filed as Exhibit 3.1
       to the Company's  Registration Statement on Form S-3 (File No. 333-71073)
       is incorporated herein by reference.

3.2    Third Amended and Restated Limited  Liability  Company  Agreement of IKON
       Receivables,  LLC,  filed as Exhibit 3.3 to the Company's  Form 8-K dated
       June 16, 2001 is incorporated herein by reference.

4.1    Indenture,  dated as of April 1, 1999  among the  Company,  Harris  Trust
       Savings Bank, as Trustee,  and IOS Capital,  Inc., as Servicer,  filed as
       Exhibit 4.1 to the Company's Form 8-K dated May 25, 1999 is  incorporated
       herein by reference.

4.2    Indenture,  dated as of October 1, 1999 among the  Company,  Harris Trust
       Savings Bank, as Trustee,  and IOS Capital,  Inc., as Servicer,  filed as
       Exhibit  4.1  to the  Company's  Form  8-K  dated  October  21,  1999  is
       incorporated herein by reference.

4.3    Indenture,  dated as of June 1, 2000 among the Company,  Bank One, NA, as
       Trustee,  and IOS Capital Inc., as Servicer,  filed as Exhibit 4.1 to the
       Company's  Form  8-K  dated  June  16,  2001 is  incorporated  herein  by
       reference.

4.4    Indenture,  dated as of  December  1, 2000 among the  Company,  The Chase
       Manhattan Bank, as Trustee, and IOS Capital, Inc., as Servicer,  filed as
       Exhibit  4.1 to the  Company's  Form  8-K  dated  November  29,  2000  is
       incorporated herein by reference.

                                       5
<PAGE>

4.5    Indenture, dated as of June 1, 2001, among the Company, SunTrust Bank, as
       Trustee, and IOS Capital, Inc., as Servicer,  filed as Exhibit 4.1 to the
       Company's  Form  8-K  dated  June  16,  2001 is  incorporated  herein  by
       reference.

10.1   Assignment and Servicing Agreement,  dated as of April 1, 1999, among the
       Company,  IKON Receivables-1,  LLC, and IOS Capital,  Inc., as Originator
       and Servicer,  filed as Exhibit 10.1 to the Company's  Form 8-K dated May
       25, 1999 is incorporated herein by reference.

10.2   Assignment and Servicing  Agreement,  dated as of October 1, 1999,  among
       the  Company,  IKON  Receivables-1,   LLC,  and  IOS  Capital,  Inc.,  as
       Originator and Servicer,  filed as Exhibit 10.1 to the Company's Form 8-K
       dated October 21, 1999 is incorporated herein by reference.

10.3   Assignment and Servicing  Agreement,  dated as of June 1, 2000, among the
       Company,  IKON Receivables-1,  LLC, and IOS Capital,  Inc., as Originator
       and Servicer,  filed as Exhibit 10.1 to the Company's Form 8-K dated June
       16, 2001 is incorporated herein by reference.

10.4   Assignment and Servicing  Agreement,  dated as of December 1, 2000, among
       the  Company,  IKON  Receivables-1,   LLC,  and  IOS  Capital,  Inc.,  as
       Originator and Servicer,  filed as Exhibit 10.1 to the Company's Form 8-K
       dated November 29, 2000 is incorporated herein by reference.

10.5   Assignment and Servicing  Agreement,  dated as of June 1, 2001, among the
       Company,  IKON Receivables-1,  LLC, and IOS Capital,  Inc., as Originator
       and Servicer,  filed as Exhibit 10.1 to the Company's Form 8-K dated June
       16, 2001 is incorporated herein by reference.

10.6   Indemnification  Agreement,  dated as of October 7,  1999,  among  Lehman
       Brothers,  Chase  Securities  Inc.,  Deutsche Bank  Securities  Inc., PNC
       Capital Markets, Inc., as Underwriters,  and Ambac Assurance Corporation,
       as Insurer, filed as Exhibit 10.2 to the Company's Form 8-K dated October
       21, 1999 is incorporated herein by reference.

10.7   Indemnification  Agreement,  dated  as of  May  25,  1999,  among  Lehman
       Brothers,  Chase  Securities  Inc.,  Deutsche Bank  Securities  Inc., PNC
       Capital Markets, Inc., as Underwriters,  and Ambac Assurance Corporation,
       as Insurer, filed as Exhibit 10.2 to the Company's Form 8-K dated May 25,
       1999 is incorporated herein by reference.

10.8   Indemnification  Agreement,  dated June 2, 2000,  among Chase  Securities
       Inc., Banc of America  Securities LLC, Deutsche Banc Alex. Brown,  Lehman
       Brothers Inc., and PNC Capital Markets, Inc., as Underwriters,  and Ambac
       Assurance Corporation, as Insurer, filed as Exhibit 10.2 to the Company's
       Form 8-K dated June 16, 2001 is incorporated herein by reference.

10.9   Indemnification   Agreement,   dated   December  7,  2000,   among  Chase
       Securities,  Inc., Banc of America  Securities  LLC,  Deutsche Banc Alex.
       Brown,  Lehman  Brothers,   Inc.  and  PNC  Capital  Markets,   Inc.,  as
       Underwriters,  and Ambac  Assurance  Corporation,  as  Insurer,  filed as
       Exhibit  10.2 to the  Company's  Form  8-K  dated  November  29,  2000 is
       incorporated herein by reference.

10.10  Indemnification Agreement, dated June 28, 2001, among Deutsche Banc Alex.
       Brown Inc., Banc of America Securities LLC, J. P. Morgan Securities Inc.,
       Lehman Brothers Inc. and PNC Capital Markets, Inc., as Underwriters,  and
       Ambac  Assurance  Corporation,  as Insurer,  filed as Exhibit 10.2 to the
       Company's  Form  8-K  dated  June  16,  2001 is  incorporated  herein  by
       reference.

10.11  Insurance and Indemnity  Agreement,  dated as of May 25, 1999,  among IOS
       Capital,   Inc.,  as  Originator   and   Servicer,   the  Company,   IKON
       Receivables-1,  LLC,  Harris Trust and Savings  Bank and Ambac  Assurance
       Corporation,  as Insurer, filed as Exhibit 10.3 to the Company's Form 8-K
       dated May 25, 1999 is incorporated herein by reference.

                                       6

<PAGE>

10.12  Insurance and Indemnity Agreement, dated as of October 7, 1999, among IOS
       Capital,   Inc.,  as  Originator   and   Servicer,   the  Company,   IKON
       Receivables-1,  LLC,  Harris Trust and Savings  Bank and Ambac  Assurance
       Corporation,  as Insurer, filed as Exhibit 10.3 to the Company's Form 8-K
       dated October 21,1999 is incorporated herein by reference.

10.13  Insurance and Indemnity Agreement, dated June 2, 2000, among IOS Capital,
       Inc., as Originator and Servicer,  the Company, IKON Receivables-1,  LLC,
       Bank One,  N.A. and Ambac  Assurance  Corporation,  as Insurer,  filed as
       Exhibit  10.3  to  the  Company's   Form  8-K  dated  June  16,  2001  is
       incorporated herein by reference.

10.14  Insurance  and Indemnity  Agreement,  dated  December 7, 2000,  among IOS
       Capital,   Inc.,  as  Originator   and   Servicer,   the  Company,   IKON
       Receivables-1,   LLC,  The  Chase  Manhattan  Bank  and  Ambac  Assurance
       Corporation,  as Insurer, filed as Exhibit 10.3 to the Company's Form 8-K
       dated November 29, 2000 is incorporated herein by reference.

10.15  Insurance  and  Indemnity  Agreement,  dated  June 28,  2001,  among  IOS
       Capital,   Inc.,  as  Originator   and   Servicer,   the  Company,   IKON
       Receivables-1,  LLC,  SunTrust Bank and Ambac Assurance  Corporation,  as
       Insurer,  filed as Exhibit 10.3 to the Company's  Form 8-K dated June 16,
       2001 is incorporated herein by reference.

10.16  Schedule to ISDA Master  Agreement  (the  "Schedule"),  between The Chase
       Manhattan  Bank and the Issuer,  Credit  Support  Annex to the  Schedule,
       between the Chase Manhattan Bank and the Issuer, Confirmation to the ISDA
       Master  Agreement  for the Class A-3 Notes,  between the Chase  Manhattan
       Bank and the Issuer,  and  Confirmation to the ISDA Master  Agreement for
       the Class A-4 Notes,  between the Chase  Manhattan  Bank and the Company,
       each dated as of June 2, 2000,  filed as  Exhibit  10.4 to the  Company's
       Form 8-K dated June 16, 2001 is incorporated herein by reference.

10.17  Schedule  to ISDA  Master  Agreement  (the  "Schedule"),  between  Lehman
       Brothers Financial Products, Inc. and the Issuer, Credit Support Annex to
       the Schedule,  between Lehman Brothers Financial  Products,  Inc. and the
       Issuer, Confirmation to the ISDA Master Agreement for the Class 3b Notes,
       between Lehman Brothers Financial  Products,  Inc. and the Company,  each
       dated as of October 7, 1999,  filed as Exhibit 10.4 to the Company's Form
       8-K dated October 21, 1999 is incorporated herein by reference.

10.18  Schedule  to ISDA  Master  Agreement,  between  Lehman  Brothers  Special
       Financing  Inc.  and the  Issuer  and  Confirmation  to the  ISDA  Master
       Agreement,  between  Lehman  Brothers  Special  Financing,  Inc.  and the
       Company,  each dated as of December 7, 2000, filed as Exhibit 10.4 to the
       Company's  Form 8-K dated  November  29, 2000 is  incorporated  herein by
       reference.

10.19  Schedule to ISDA Master  Agreement,  between  Deutsche  Bank AG, New York
       Branch and the Issuer and  Confirmations  to the ISDA  Master  Agreement,
       between Deutsche Bank AG, New York Branch and the Company,  each dated as
       of June 28, 2001,  filed as Exhibit 10.4 to the Company's  Form 8-K dated
       November 29, 2000 is incorporated herein by reference.

12     Ratio of Earnings to Fixed Charges.

23     Consent of PricewaterhouseCoopers LLP

99.1   Certifications Pursuant to 18 U.S.C. Section 1850, as Adopted Pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002.

(c)    Reports on Form 8-K

       None.


                                       7

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
of IKON Office Solutions, Inc.

In our opinion,  the  accompanying  balance  sheets as of September 30, 2002 and
2001 and the related statements of operations,  cash flows,  changes in member's
(deficit)  equity  present  fairly,  in all  material  respects,  the  financial
position  of IKON  Receivables,  LLC at  September  30,  2002 and 2001,  and the
results of its  operations and its cash flows for each of the three years in the
period  ended  September  30,  2002 in  conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility of the Company's  management;  our  responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  statements in accordance with auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As discussed in Notes 2 and 8 to the financial  statements,  the Company adopted
Statements of Financial Accounting Standards No. 133, as amended, Accounting For
Derivative Instruments and Hedging Activities, in Fiscal 2001.

As  discussed  in Notes 2 and 7 to the  financial  statements,  the  Company has
recorded a change in accounting for income taxes,  which has been  retroactively
adopted as of October 1, 2001.


/s/  PricewaterhouseCoopers LLP
Philadelphia, PA
December 2, 2002


                                      F-1

<PAGE>

                              IKON RECEIVABLES, LLC

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      September 30,
                             Assets                                             2002                 2001
                                                                            -----------           -----------
<S>                                                                         <C>                   <C>
Investments in leases:
         Finance lease receivables                                          $ 1,518,632           $ 2,493,399
         Less: Unearned income                                                 (202,312)             (384,020)
                                                                            -----------           -----------
                                                                              1,316,320             2,109,379

Cash                                                                                  1                     1
Restricted cash                                                                  83,084               126,861
Accounts receivable                                                              39,788                67,144
Prepaid expenses and other assets                                                 2,905                 5,894
Deferred tax assets                                                              15,353                20,416
                                                                            -----------           -----------

                  Total assets                                              $ 1,457,451           $ 2,329,695
                                                                            ===========           ===========

           Liabilities and Member's (Deficit) Equity

Liabilities:
         Accrued expenses                                                   $    41,188           $    56,265
         Lease-backed notes                                                   1,054,042             1,797,389
         Deferred income taxes                                                  526,528
                                                                            -----------           -----------
                           Total liabilities                                  1,621,758             1,853,654
                                                                            -----------           -----------

Commitments and contingencies

Member's (deficit) equity:
         Contributed capital                                                    467,286               328,476
         Retained (deficit) earnings                                           (608,564)              177,939
         Accumulated other comprehensive loss                                   (23,029)              (30,374)
                                                                            -----------           -----------
                           Total member's (deficit) equity                     (164,307)              476,041
                                                                            -----------           -----------

                   Total liabilities and member's (deficit) equity          $ 1,457,451           $ 2,329,695
                                                                            ===========           ===========


                                See accompanying notes to financial statements.

                                                     F-2
</TABLE>

<PAGE>


                              IKON RECEIVABLES, LLC

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                     Fiscal Year Ended
                                                                        September 30,
                                                           2002              2001            2000
                                                        ---------         ---------        ---------
<S>                                                     <C>               <C>              <C>
Revenues:
         Lease finance income                           $ 196,882         $ 213,947        $ 153,097
         Other income                                       1,758             5,494            4,241
                                                        ---------         ---------        ---------
                                                          198,640           219,441          157,338
                                                        ---------         ---------        ---------

Expenses:
         Interest                                          93,609           113,383           82,431
         General and administrative                        10,853            11,806            8,794
                                                        ---------         ---------        ---------
                                                          104,462           125,189           91,225
                                                        ---------         ---------        ---------

Income before income taxes and cumulative effect
   of change in accounting principle                       94,178            94,252           66,113

Provision for income taxes                                 36,929
                                                        ---------         ---------        ---------

Net income before cumulative effect of change in
   accounting principle                                    57,249            94,252           66,113

Cumulative effect of change in accounting
   principle (Note 7)                                    (843,752)
                                                        ---------         ---------        ---------

Net (loss) income                                       $(786,503)        $  94,252        $  66,113
                                                        =========         =========        =========

Proforma net income assuming the change in
   accounting  principle had been applied
   retroactively:

Reported net income                                                       $  94,252         $  66,113
Proforma tax expense                                                         37,701            26,445
                                                                          ---------        ----------
Proforma net income                                                       $  56,551         $  39,668
                                                                          =========        ==========

                            See accompanying notes to financial statements.

                                                 F-3

<PAGE>


                              IKON RECEIVABLES, LLC

                            STATEMENTS OF CASH FLOWS



                                                                                           Fiscal Year Ended
                                                                                             September 30,
                                                                              2002                2001                2000
                                                                          -----------         -----------         -----------
Cash flows from operating activities
Net (loss) income                                                         $  (786,503)        $    94,252         $    66,113
Adjustments to reconcile net (loss) income to net cash provided by
     operating activities:
          Amortization                                                          3,160               3,477               2,763
          Cumulative effect of change in accounting principle                 843,752
          Provision for deferred taxes                                         36,929
          Changes in operating assets and liabilities:
               Decrease (increase) in accounts receivable                      27,356             (13,520)            (29,566)
               Increase in prepaid expenses and other assets                     (171)             (1,444)             (1,523)
               (Decrease) increase in accrued expenses                         (2,669)              1,000               2,332
                                                                          -----------         -----------         -----------
Net cash provided by operating activities                                     121,854              83,765              40,119
                                                                          -----------         -----------         -----------

Cash flows from investing activities
     Investments in leases:
          Collections, net of finance income earned                           886,408           1,484,435             721,855
                                                                          -----------         -----------         -----------
Net cash provided by investing activities                                     886,408           1,484,435             721,855
                                                                          -----------         -----------         -----------

Cash flows from financing activities
     Proceeds from lease-backed notes                                                           1,226,761           1,194,849
     Payments on lease-backed notes                                          (743,347)           (699,883)           (553,412)
     Decrease (increase) in restricted cash                                    43,777             (34,947)            (62,289)
     Capital distributed to Sole Member                                      (308,692)         (2,060,131)         (1,367,815)
                                                                          -----------         -----------         -----------
Net cash used in financing activities                                      (1,008,262)         (1,568,200)           (788,667)
                                                                          -----------         -----------         -----------

Decrease in cash                                                                                                      (26,693)
Cash at beginning of year                                                           1                   1              26,694
                                                                          -----------         -----------         -----------
Cash at end of year                                                       $         1         $         1         $         1
                                                                          ===========         ===========         ===========



Supplemental financing activities:
     Noncash capital contributions                                        $   484,841         $ 2,109,129         $ 1,498,169
                                                                          ===========         ===========         ===========
     Interest paid                                                        $    85,935         $   112,276         $    80,210
                                                                          ===========         ===========         ===========


                                        See accompanying notes to financial statements.

                                                             F-4
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                  IKON RECEIVABLES, LLC

                                   STATEMENTS OF CHANGES IN MEMBER'S (DEFICIT) EQUITY



                                                                             Accumulated     Total
                                                              Retained          Other       Member's          Total
                                            Contributed       Earnings      Comprehensive    Equity       Comprehensive
                                              Capital         (Deficit)          Loss       (Deficit)     Income (Loss)
                                          -----------------------------------------------------------------------------
<S>                                       <C>             <C>               <C>           <C>              <C>
Balance at September 30, 1999              $   149,124     $    17,574                     $   166,698

Net income                                                      66,113                          66,113     $    66,113
Equipment leases contributed by Sole
   Member                                    1,498,169                                       1,498,169
Capital distributions                       (1,367,815)                                     (1,367,815)
                                                                                                           -----------
Total comprehensive income                                                                                      66,113
                                          ------------------------------------------------------------     ===========
Balance at September 30, 2000                  279,478          83,687                         363,165

Net income                                                      94,252                          94,252          94,252
Equipment leases contributed by Sole
   Member                                    2,109,129                                       2,109,129
Capital distributions                       (2,060,131)                                     (2,060,131)
Cumulative effect of change in
   accounting principle for derivative
   and hedging activities (SFAS 133),
   net of taxes of $2,314                                                  $    (3,471)         (3,471)         (3,471)
Loss on derivative financial
   instruments, net of taxes of $17,934                                        (26,903)        (26,903)        (26,903)
                                                                                                           -----------
Total comprehensive income                                                                                      63,878
                                          ------------------------------------------------------------     ===========
Balance at September 30, 2001                  328,476         177,939         (30,374)        476,041

Net income before cumulative effect of
   change in accounting principle                               57,249                          57,249          57,249
Cumulative effect of change in
   accounting principle (Note 7)                              (843,752)                       (843,752)       (843,752)
Equipment leases contributed by Sole
   Member, net of deferred taxes of $37,339     56,010                                          56,010
Reversal of income tax liability (Note 7)      391,492                                         391,492
Capital distributions                         (308,692)                                       (308,692)
Gain on derivative financial
   instruments, net of taxes of $4,897                                           7,345           7,345           7,345
                                                                                                           -----------
Total comprehensive loss                                                                                   $  (779,158)
                                          ------------------------------------------------------------     ===========
Balance at September 30, 2002              $   467,286     $  (608,564)    $   (23,029)    $  (164,307)
                                          ============================================================

                                     See accompanying notes to financial statements.

                                                          F-5

</TABLE>

<PAGE>

                              IKON RECEIVABLES, LLC

                          NOTES TO FINANCIAL STATEMENTS



1.   Organization

        IKON  Receivables,  LLC (the  "Company") is a special  purpose  Delaware
limited liability company,  all of the membership interests in which are held by
IKON Receivables-1, LLC ("Sole Member"), also a special purpose Delaware limited
liability company.  All of the membership interests in the Sole Member are owned
by IOS Capital,  LLC ("IOSC"),  a wholly-owned finance subsidiary of IKON Office
Solutions, Inc. ("IKON"), a publicly traded company with fiscal 2002 revenues of
approximately $4.8 billion.  IKON is a leading provider of products and services
that help businesses  manage  document  workflow and increase  efficiency.  IKON
provides  customers with total business  solutions for every office,  production
and  outsourcing  need,   including  copiers  and  printers,   color  solutions,
distributed  printing,   facilities  management,   imaging  and  legal  document
solutions,  as well as network design and consulting and e-business development.
The  Company was  organized  in the State of Delaware on January 20, 1999 and is
managed by IKON Receivables Funding, Inc. (the "Manager").

        The  Company  was  organized  to  engage  exclusively  in the  following
business and  financial  activities:  to purchase or acquire  from IKON,  or any
subsidiary or affiliate of IKON, any right to payment,  whether  constituting an
account,  chattel paper,  instrument or general intangible,  and certain related
property (other than equipment) and rights (collectively,  "Lease Receivables"),
and hold, sell,  transfer,  pledge or otherwise  dispose of Lease Receivables or
interests therein;  to enter into any agreement related to any Lease Receivables
that provides for the administration, servicing and collection of amounts due on
such Lease Receivables and any interest rate hedging  arrangements in connection
therewith;  to distribute Lease  Receivables or proceeds from Lease  Receivables
and any other  income to its Sole  Member;  and to engage in any  lawful  act or
activity  and to  exercise  any  power  that  is  incidental  and  necessary  or
convenient to the foregoing and permitted under Delaware law.

        Neither  the Sole  Member  nor the  Manager  is  liable  for the  debts,
liabilities,  contracts or other  obligations of the Company solely by reason of
being the Sole Member or Manager of the Company.

        The Company's  organizational  documents require it to operate in such a
manner that it should not be consolidated  in the bankruptcy  estate of the Sole
Member,  IOSC, or IKON,  should any of these  entities  become subject to such a
proceeding. The Company is legally separate from each of the foregoing entities,
and  the  assets  of the  Company,  including,  without  limitation,  the  Lease
Receivables,  are not  available to the  creditors of the Sole Member,  IOSC, or
IKON.

2.   Significant Accounting Policies

        Use of Estimates

        The  preparation  of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect amounts reported in the financial  statements and notes.
Actual results could differ from those estimates and assumptions.

        Revenue Recognition

        Finance income and rental income are  recognized  over the related lease
term. Revenue for other income is recognized in the period earned.

                                       F-6

<PAGE>


        Income Taxes

        The  Company  is  classified  as  a  single-member   limited   liability
corporation  ("LLC") and, as such, is disregarded as an entity separate from its
owners  for  income  tax  purposes.  The  Company  has  become  aware  that  the
predominant  practice for  single-member  LLCs is to provide for income taxes in
their  separate  financial  statements,   and  has  concluded  this  is  a  more
informative  presentation.  On April 1, 2002, the Company changed its accounting
policy to a preferable  method and began  recording  income taxes in  accordance
with Statement of Financial  Accounting  Standards ("SFAS") 109, "Accounting for
Income Taxes." The Company and the Sole Member are included in the  consolidated
tax return of IKON, and for purposes of applying SFAS 109, are allocated current
and   deferred   income   taxes   on  a   separate   return   basis.   Currently
payable/receivable  income taxes are settled in accordance  with an informal tax
sharing agreement with IKON and the Sole Member.

        Financial Instruments

        The Company uses interest rate swap  agreements  for purposes other than
trading.  Interest  rate  swap  agreements  are used by the  Company  to  modify
variable  rate  obligations  to fixed rate  obligations,  thereby  reducing  the
exposure to market rate  fluctuations.  The interest  rate swap  agreements  are
designated as hedges,  and effectiveness is determined by matching the principal
balance and terms with that specific obligation.  Such an agreement involves the
exchange of amounts based on fixed  interest rates for amounts based on variable
interest  rates  over the  life of the  agreement  without  an  exchange  of the
notional amount upon which payments are based.  Gains and losses on terminations
of interest rate swap  agreements  are deferred and amortized over the remaining
term of the original  contract life of the  terminated  swap  agreement.  In the
event of early extinguishment of the obligation, any realized or unrealized gain
or  loss  from  the  swap  would  be   recognized  in  income  at  the  time  of
extinguishment.

        The Company  adopted SFAS 133, as amended by SFAS 138,  "Accounting  for
Derivative  Instruments  and Hedging  Activities",  on October 1, 2000. SFAS 133
requires  that all  derivatives  be recorded on the balance  sheet at their fair
value.  Changes in the fair value of  derivatives  are  recorded  each period in
earnings or Other  Comprehensive  Income (Loss) ("OCI") depending on the type of
hedging instrument and the effectiveness of those hedges. In accordance with the
transition  provisions  of SFAS 133,  the  Company  recorded a  cumulative  loss
adjustment  to OCI of $3,471,  after taxes,  to recognize  the fair value of its
derivatives as of the date of adoption.

        All of the  derivatives  used  by  the  Company  as  hedges  are  highly
effective  as  defined  by SFAS 133  because  all of the  critical  terms of the
derivatives  match those of the hedged item. All of the derivatives  used by the
Company have been designated as cash flow hedges at the time of adoption of SFAS
133 or at the time they were  executed,  if later  than  October  1,  2000.  All
derivatives are adjusted to their fair market values at the end of each quarter.
Unrealized net gains and losses for cash flow hedges are recorded in OCI.

        As of September 30, 2002, all of the Company's derivatives designated as
hedges are interest  rate swaps which  qualify for  evaluation  using the "short
cut" method for assessing  effectiveness.  As such, there is an assumption of no
ineffectiveness.  The Company uses interest rate swaps to fix the interest rates
on our variable  rate classes of  lease-backed  notes,  which results in a lower
cost of capital  than if we had issued  fixed rate notes.  During the year ended
September 30, 2002,  unrealized net gains  totaling  $7,345,  after taxes,  were
recorded in OCI.

        Restricted Cash

        Restricted  cash on the balance sheet  represents the cash that has been
collected on the leases that are pledged as collateral for  lease-backed  notes.
This cash must be  segregated  within two business days into a trust account and
the cash is used to pay the principal and interest on lease-backed notes as well
as any  associated  administrative  expenses.  The level of  restricted  cash is
impacted  from one  period  to the  next by the  volume  of  leases  pledged  as
collateral on the lease-backed notes and timing of collections on such leases.

3.      Capital Contributions

        In fiscal 2002,  2001 and 2000,  the Sole Member made  non-cash  capital
contributions   to  the  Company  of  $484,841,   $2,109,129   and   $1,498,169,
respectively,  of office  equipment  leases or contracts and related assets (the
"Leases") and the reversal of income tax liability (see note 7).

                                      F-7

<PAGE>

4.      Servicing Agreement

        The Company has a servicing  agreement  with IOSC pursuant to which IOSC
services the Leases and  provides  administrative  services to the Company.  The
servicing fee is calculated by multiplying 0.75% by the lesser of the discounted
present value of performing leases or the outstanding amount of the lease-backed
notes (see Note 6). The  servicing  fee expense was $10,853,  $11,806 and $8,794
for the fiscal years ended September 30, 2002, 2001 and 2000, respectively.

5.      Investments in Leases

        At  September  30,  2002,   contractual   maturities  of  finance  lease
receivables are as follows:

<TABLE>
<CAPTION>
                                                                       Net                          Investment
                                                                      Leases        Residual        In Leases
                                                                -------------------------------------------------
<S>                                                               <C>             <C>            <C>
              2003                                                $     462,700   $     90,240   $       552,940
              2004                                                      367,513         71,675           439,188
              2005                                                      249,965         48,750           298,715
              2006                                                      138,389         26,990           165,379
              2007                                                       51,848         10,112            61,960
              2008                                                          358             92               450
                                                                -------------------------------------------------
                                                                  $   1,270,773   $    247,859   $     1,518,632
              Less unearned interest                                  (169,295)       (33,017)         (202,312)
                                                                -------------------------------------------------
                                                                  $   1,101,478   $    214,842   $     1,316,320
                                                                =================================================
</TABLE>

        Residual values included in the investment in leases are paid by IKON at
the  end of the  lease.  The  equipment  is then  transferred  to  IKON.

                                      F-8

<PAGE>

6.      Lease-Backed Notes

        The Company has issued Series 1999-1,  1999-2, 2000-1, 2000-2 and 2001-1
Lease-Backed Notes (collectively, the "Notes") as described below:

<TABLE>
<CAPTION>
                                                                 Principal
                                                                    Amount
                                              Principal     Outstanding at                                 Stated
                                               Issuance      September 30,                               Maturity
     Series          Notes  Issuance Date        Amount               2002       Interest Rate               Date
     ------          -----  -------------        ------               ----       -------------               ----

<S>             <C>             <C>           <C>                 <C>           <C>                 <C>
     1999-1      Class A-1       05/25/99     $ 304,474                                  5.11%          June 2000
                 Class A-2       05/25/99        61,579                                  5.60%           May 2005
                 Class A-3       05/25/99       304,127           $ 23,046               5.99%           May 2005
                 Class A-4       05/25/99        81,462             81,462               6.23%           May 2005
                                                -------            -------
                                Sub-Total       751,642            104,508
                                                -------            -------

     1999-2      Class A-1       10/07/99       235,326                               6.14125%       October 2000
                 Class A-2       10/07/99        51,100                                  6.31%           May 2001
                 Class A-3a      10/07/99       100,000             19,319               6.59%        August 2003
                 Class A-3b      10/07/99       240,891             46,538       LIBOR + 0.36%        August 2003
                 Class A-4       10/07/99        72,278             72,278               6.88%      November 2005
                                                -------            -------
                                Sub-Total       699,595            138,135
                                                -------            -------

     2000-1      Class A-1       06/02/00       130,000                               6.99625%          June 2001
                 Class A-2       06/02/00        54,000                                  7.51%         March 2002
                 Class A-3       06/02/00       230,000             86,634       LIBOR + 0.19%         March 2004
                 Class A-4       06/02/00        84,510             84,510       LIBOR + 0.23%     September 2006
                                                -------            -------
                                Sub-Total       498,510            171,144
                                                -------            -------

     2000-2      Class A-1       12/07/00       193,532                               6.66125%      December 2001
                 Class A-2       12/07/00        70,193                                  6.60%     September 2002
                 Class A-3       12/07/00       290,800            192,557       LIBOR + 0.23%       October 2004
                 Class A-4       12/07/00        79,906             79,906       LIBOR + 0.27%          July 2007
                                                -------            -------
                                Sub-Total       634,431            272,463
                                                -------            -------

     2001-1      Class A-1       06/28/01       168,000                               3.73375%          July 2002
                 Class A-2       06/28/01        41,000                                  4.16%         March 2004
                 Class A-3       06/28/01       260,000            241,592       LIBOR + 0.23%       January 2006
                 Class A-4       06/28/01       126,200            126,200       LIBOR + 0.26%       October 2008
                                                -------            -------
                                Sub-Total       595,200            367,792
                                                -------            -------

                                    Total    $3,179,378         $1,054,042
                                             ==========         ==========
</TABLE>


        The Notes were  issued  pursuant  to certain  indentures  ("Indentures")
between  the  Company,  IOSC,  and  certain  Indenture  trustees.  The Notes are
collateralized  by a pool of office  equipment  leases or contracts  and related
assets  (the  "Leases")  acquired  or  originated  by IOSC  (together  with  the
equipment  financing  portion of each periodic lease or rental payment due under
the Leases on or after the  related  indenture  date) and all  related  casualty
payments,  retainable deposits, and termination payments.  Payments on the Notes
are made from payments on the Leases.  The Notes have certain credit enhancement
features    available    to    noteholders,    including    reserve    accounts,
overcollateralization  accounts and noncancelable  insurance policies from Ambac
Assurance  Corporation  with respect to the Notes.  On each payment date,  funds
available  from  the  collection  of  lease  receivables  will  be  paid  to the
noteholders in the order of their priority class.

                                      F-9

<PAGE>

        The Notes bear  interest  from the related  issuance  date at the stated
rates specified  above.  The variable rate 1999-2 Class A-3b,  2000-1 Class A-3,
2000-1  Class A-4,  2000-2  Class A-3,  2000-2  Class A-4,  2001-1 Class A-3 and
2001-1 Class A-4 Notes have been fixed at 6.63%, 7.802%, 7.82%, 6.475%,  6.475%,
4.825% and 5.435%, respectively, through interest rate swaps.

        IOSC services the Leases and may delegate its servicing responsibilities
to one or more  sub-servicers,  but such delegation does not relieve IOSC of its
liabilities  with respect  thereto.  IOSC retains  possession  of the Leases and
related files, and receives a monthly service fee from the Company for servicing
the Leases.

        Future maturities of the Notes,  based on contractual  maturities of the
Leases for each of the succeeding fiscal years, are as follows:


<TABLE>
<CAPTION>
                          1999-1         1999-2         2000-1         2000-2        2001-1
                       Series Notes   Series Notes   Series Notes   Series Notes  Series Notes       Total
                       ----------------------------------------------------------------------------------------
<S>                    <C>            <C>            <C>            <C>           <C>            <C>
      2003             $ 104,508      $ 138,135      $     99,682   $ 145,201     $ 168,106      $   655,632
      2004                                                 71,462     127,262       129,148          327,872
      2005                                                                           70,538           70,538
                       ----------------------------------------------------------------------------------------
                       $ 104,508      $  138,135     $    171,144   $ 272,463     $ 367,792      $ 1,054,042
                       ========================================================================================
</TABLE>


7.      Income Taxes

        The  Company is  classified  as a  single-member  LLC and,  as such,  is
disregarded as an entity  separate from its owners for income tax purposes.  The
Company has become aware that the predominant practice for single-member LLCs is
to provide for income  taxes in their  separate  financial  statements,  and has
concluded that is a more informative presentation. On April 1, 2002, the Company
changed its accounting  policy to a preferable method and began recording income
taxes in accordance  with SFAS 109. The Company and the Sole Member are included
in the  consolidated  tax return of IKON, and for purposes of applying SFAS 109,
are  allocated  current and deferred  income taxes on a separate  return  basis.
Currently  payable/receivable  income  taxes are settled in  accordance  with an
informal tax sharing agreement with IKON and the Sole Member.

        The change in accounting for income taxes has been retroactively adopted
as of  October  1,  2001,  the first day of the  current  fiscal  year.  The net
investments in leases  represents the uncollected  contractual  cash flow of the
leases  that were  contributed  to the Company by the Sole Member in the form of
contributed capital. The tax basis and related income tax benefits  attributable
to the leases are  retained  by the Sole  Member.  Therefore,  the effect of the
change in principle  has  resulted in a deferred  tax  liability of $843,752 and
$526,528 at October 1, 2001 and  September 30, 2002,  respectively.  The related
deferred tax liability is attributed to the difference  between the book and tax
basis of the net leases  outstanding.  Because  under the  informal  tax-sharing
agreement  the Company is not obligated to reimburse the Sole Member for current
income  taxes,  all  reversals of the deferred tax  liability to current  income
taxes  payable  for the Company are  expected  to result in  additional  capital
contributions from the Sole Member at the time of the reversal.

        The  deferred  tax asset  balance  of $15,353  on the  balance  sheet at
September  30, 2002 is related to SFAS 133.  See notes 1 and 8 to the  financial
statements.

        The components of the effective income tax rate were as follows:

                                                            Fiscal Year Ended
                                                              September 30,
                                                                  2002
                                                            -----------------
      Taxes at federal statutory rate                             35.0%
      State taxes, net of federal benefit                          4.2
                                                                -------
      Effective income tax rate                                   39.2%
                                                                -------


                                      F-10

<PAGE>

8.      Derivative Financial Instruments

        The Company incurs debt to fund the  origination of leases for IKON. The
interest  rates  charged  on the debt are  determined  based on  current  market
conditions and include  variable  measures of interest rates such as LIBOR.  The
Company  monitors  interest  rates  on debt in  order to  mitigate  exposure  to
unfavorable  variations  as compared to the interest  rate earned on the pledged
finance  lease  receivables.  The  objective in managing this risk is to achieve
fixed-rate  financing  at the same time the Company  establishes  the rate to be
received by the Company on the leases.  As a result,  from time to time interest
rate swaps are utilized to  effectively  fix the rate on variable  rate debt, as
opposed to a direct  issuance of fixed rate debt. The risk  associated  with the
use of interest rate swaps is the possible  inability of the  counterparties  to
meet the terms of their contracts. The Company does not enter into interest rate
swap agreements for trading purposes.

        The  following  tables  present,  as of  September  30,  2002 and  2001,
information regarding the interest rate swap agreements to which we are a party:
(i) the notional  amount,  (ii) the fixed  interest rate payable by the Company,
(iii) the  variable  interest  rate  payable to the Company by the  counterparty
under the agreement, (iv) the fair value of the instrument, and (v) the maturity
date of the agreement.

<TABLE>
<CAPTION>
                                        September 30, 2002
     Notional Amount  Fixed Interest Rate  Variable Interest Rate       Fair Value    Maturity Date
----------------------------------------------------------------------------------------------------
<S>                                <C>              <C>            <C>               <C>
$            272,463               6.475%                   LIBOR  $      (13,671)        July 2007
$            241,592               4.825%           LIBOR + 0.23%  $       (6,002)     January 2006
$             86,634               7.802%           LIBOR + 0.19%  $       (2,536)       March 2004
$             46,538               6.270%                   LIBOR  $         (314)      August 2003
$            126,200               5.435%           LIBOR + 0.26%  $       (8,383)     October 2008
$             84,510               7.820%           LIBOR + 0.23%  $       (7,281)   September 2006
----------------------------------------------------------------------------------------------------

                                        September 30, 2001
----------------------------------------------------------------------------------------------------
     Notional Amount  Fixed Interest Rate  Variable Interest Rate       Fair Value    Maturity Date
----------------------------------------------------------------------------------------------------

$            370,706               6.475%                   LIBOR  $      (19,060)        July 2007
$            260,000               4.825%           LIBOR + 0.23%  $       (6,004)     January 2006
$            219,939               7.802%           LIBOR + 0.19%  $       (9,357)       March 2004
$            145,407               6.270%                   LIBOR  $       (3,382)      August 2003
$            126,200               5.435%           LIBOR + 0.26%  $       (4,715)     October 2008
$             84,510               7.820%           LIBOR + 0.23%  $       (8,104)   September 2006
</TABLE>


                                      F-11

<PAGE>

                                   SIGNATURES

        Pursuant to the  requirements  of section 13 or 15(d) of the  Securities
Act of 1934,  the  registrant  has duly  caused this report on Form 10-K for the
Fiscal  Year  ended  September  30,  2002  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.

IKON RECEIVABLES, LLC
Date: December 26, 2002
By:     IKON RECEIVABLES FUNDING, INC.,
        as Sole Member and Manager

By: /s/ Russell S. Slack
    --------------------------------
        Name:  Russell  S. Slack
        Title: President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report on Form 10-K has been  signed  below on  December  26,  2002 by the
following persons on behalf of the registrant and in the capacities indicated.


         Signatures                                      Title
         ----------                                      -----

   /s/ Russell S. Slack                    President, Director and
--------------------------------           Principal Executive Officer
      Russell S. Slack

    /s/ Harry G. Kozee                     Vice President, Director and
--------------------------------           Principal Financial Officer
    Harry G. Kozee

   /s/ Kathleen M. Burns                   Vice President, Director and
--------------------------------           Treasurer
     Kathleen M. Burns

                                           Director
--------------------------------
     Robert C. Campbell

                                           Director
--------------------------------
      Robert W. Grier


<PAGE>


CERTIFICATIONS

I,  Russell  S.  Slack,  President  and  Principal  Executive  Officer  of  IKON
Receivables, LLC, certify that:

         1. I have reviewed this annual report on Form 10-K,  and all reports on
         Form 8-K containing  distribution or servicing reports filed in respect
         of periods included in the year covered by this annual report,  of IKON
         Receivables, LLC;

         2. Based on my knowledge,  the information in these reports, taken as a
         whole, does not contain any untrue statement of a material fact or omit
         to state a material  fact  necessary to make the  statements  made,  in
         light of the  circumstances  under which such statements were made, not
         misleading  as of the last day of the  period  covered  by this  annual
         report;

         3. Based on my  knowledge,  the  servicing  information  required to be
         provided to the trustee by the servicer under the pooling and servicing
         agreement is included in these reports;

         4. I am  responsible  for  reviewing  the  activities  performed by the
         servicer  under the pooling and servicing  agreement and based upon the
         review required under the pooling and servicing  agreement,  and except
         as disclosed in the report,  the servicer has fulfilled its obligations
         under the servicing agreement; and

         5. I have disclosed to the registrant's  certified  public  accountants
         all significant deficiencies relating to the servicer's compliance with
         the minimum  servicing  standards in accordance with a review conducted
         in compliance with the Uniform Single Attestation  Program for Mortgage
         Brokers or similar  standard as set forth in the pooling and  servicing
         agreement.


Date:    December 26, 2002



/s/ Russell S. Slack
Russell S. Slack
President and Principal Executive Officer

<PAGE>

CERTIFICATIONS

I, Harry G. Kozee, Vice President - Finance,  Principal  Financial Officer,  and
Principal Accounting Officer of IKON Receivables, LLC, certify that:

         1. I have reviewed this annual report on Form 10-K,  and all reports on
         Form 8-K containing  distribution or servicing reports filed in respect
         of periods included in the year covered by this annual report,  of IKON
         Receivables, LLC;

         2. Based on my knowledge,  the information in these reports, taken as a
         whole, does not contain any untrue statement of a material fact or omit
         to state a material  fact  necessary to make the  statements  made,  in
         light of the  circumstances  under which such statements were made, not
         misleading  as of the last day of the  period  covered  by this  annual
         report;

         3. Based on my  knowledge,  the  servicing  information  required to be
         provided to the trustee by the servicer under the pooling and servicing
         agreement is included in these reports;

         4. I am  responsible  for  reviewing  the  activities  performed by the
         servicer  under the pooling and servicing  agreement and based upon the
         review required under the pooling and servicing  agreement,  and except
         as disclosed in the report,  the servicer has fulfilled its obligations
         under the servicing agreement; and

         5. I have disclosed to the registrant's  certified  public  accountants
         all significant deficiencies relating to the servicer's compliance with
         the minimum  servicing  standards in accordance with a review conducted
         in compliance with the Uniform Single Attestation  Program for Mortgage
         Brokers or similar  standard as set forth in the pooling and  servicing
         agreement.


Date: December 26, 2002



/s/ Harry G. Kozee
Harry G. Kozee
Vice President - Finance, Principal Financial Officer,
and Principal Accounting Officer