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                                                                  EXECUTION COPY






                               TRANSFER AGREEMENT


                           Dated as of March 28, 2001


                                     Between


                                IOS CAPITAL, INC.


                                  As Originator
                                  -------------

                                       And


                               IKON FUNDING-3, LLC


                                  As Transferee
                                  -------------
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                               TRANSFER AGREEMENT

                          Dated as of March 28, 2001

         IOS CAPITAL, INC., a Delaware corporation (the "Originator"), and IKON
                                                         ----------
FUNDING-3, LLC, a Delaware limited liability company (the "Transferee"), agree
                                                           ----------
as follows:


         PRELIMINARY STATEMENTS. (1) Certain terms which are capitalized and
used throughout this Agreement (in addition to those defined above) are defined
in Article I of this Agreement.

         (2) The Originator has Receivables that it wishes to transfer to the
Transferee, and the Transferee is prepared to accept such Receivables on the
terms set forth herein.

         NOW, THEREFORE, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         SECTION 1.01 Certain Defined Terms. As used in this Agreement, the
                      ---------------------
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "Adverse Claim" means a lien, security interest, or other charge or
          -------------
encumbrance, or any other type of preferential arrangement.

         "Affiliate" means, as to any Person, any other Person that, directly or
          ---------
indirectly, is in control of, is controlled by or is under common control with
such Person or is a director or officer of such Person.

         "Business Day" means any day on which banks are not authorized or
          ------------
required to close in New York City.

         "Collections" means, with respect to any Receivable, (a) all cash
          -----------
collections and other cash proceeds of such Receivable, including, without
limitation, any proceeds resulting from the repurchase of such Receivable by
IKON Office Solutions, Inc. and all cash proceeds of Related Security with
respect to such Receivable (including, without limitation, payments under the
related Contract due upon or in connection with (i) Obligor's default under the
Contract, (ii) loss, theft or damage to the related Equipment, or (iii) renewal
of the Contract); provided, that Collections shall not include collections which
                  --------
represent the payment of (x) maintenance charges or (y) insurance premiums, (b)
all Collections deemed to have been received pursuant to Section 2.04 and (c)
all other proceeds of such Receivable.

         "Deutsche Bank" means Deutsche Bank AG, New York Branch, a branch
          -------------
office of a foreign banking corporation organized under the laws of Germany.

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         "Eligible Receivable" means, at any time, a Receivable:
          -------------------

                  (a) the Obligor of which is (a) a United States resident, (b)
         is not the Originator or any Affiliate thereof, and (c) is not a
         Governmental Obligor; provided, that Obligors with respect to Contracts
         having an aggregate Outstanding Balance of not greater than 3% of the
         aggregate Outstanding Balance of all Eligible Receivables may be
         Governmental Obligors;

                  (b) the Obligor of which has not been disapproved by the
         Transferee on or prior to the date of the Transfer and which, at the
         time of the Transfer, is not the Obligor of any Defaulted Receivables;

                  (c) which is not a Defaulted Receivable or a Delinquent
         Receivable; which arises under a Contract duly authorized by all
         parties thereto (and which parties had the legal capacity to enter into
         such Contract) which is in full force and effect and which is legal
         valid and binding obligation of the related Obligor, enforceable
         against such Obligor in accordance with its terms;

                  (d) (a) which arises under a Contract with a remaining term of
         not more than 60 months; provided, that Contracts having an aggregate
                                  --------
         Outstanding Balance of not greater than 5% of the aggregate Outstanding
         Balance of all Eligible Receivables may have a remaining term of up to
         72 months;

         and

                  (b) which consist of substantially equal monthly payments;
         provided, that Receivables having substantially equal quarterly
         --------
         payments shall in aggregate not be greater than 10% of the aggregate
         Outstanding Balance of all Eligible Receivables;

                  (e) which arose pursuant to a Contract which is "chattel
         paper" within the meaning of Section 9-105 of the UCC of the applicable
         jurisdictions governing the perfection of the interest created in the
         Receivables;

                  (f) which is denominated and payable in United States dollars
         in the United States;

                  (g) which arises under a Contract (a) which has not been
         amended, modified, or altered in any material respect (except in
         writing and copies of any such writing is attached to the Contract) and
         (b) which has been duly authorized and which, together with such
         Receivable, is in full force and effect and constitutes the legal,
         valid and binding obligation of the Obligor of such Receivable
         enforceable against such Obligor in accordance with its terms and is
         not subject to any dispute, offset, counterclaim or defense whatsoever
         (except as limited by applicable bankruptcy law), (c) in respect of
         which, prior to the date it is transferred hereunder, the Equipment has
         been delivered and accepted, (d) which pursuant to its terms may not be
         canceled, terminated or prepaid by the Obligor before the end of its
         stated term (other than Contracts which contain early

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         termination or prepayment clauses which require the Obligor to pay the
         remainder of all scheduled payments under such Contract upon
         cancellation or prepayment, and, in the case of Contracts related to
         Governmental Obligors, by reason of nonrenewal of appropriations), (e)
         which, if related to a Governmental Obligor, has not been canceled
         before the end of its stated term by reason of nonrenewal of
         appropriations, and (f) which is not a consumer lease;

                  (h) which, together with the Contract related thereto, does
         not contravene in any material respect any laws, rules or regulations
         applicable thereto (including, without limitation, laws, rules and
         regulations relating to usury, consumer protection, truth in lending,
         consumer leasing, fair credit billing, fair credit reporting, equal
         credit opportunity, fair debt collection practices and privacy) and
         with respect to which neither the Originator nor the related Obligor is
         in violation of any such law, rule or regulation in any material
         respect;

                  (i) with regard to which there exists only one executed
         original Contract, which is in the possession of Originator on the
         Transfer Date of such Receivable;

                  (j) which was selected for transfer by a procedure not
         designed to adversely affect the credit quality of the Receivables;

                  (k) which represents payments due to the Originator and does
         not represent any payments payable for the account of any Person other
         than the Originator under the Contract relating to such Receivable or
         any sales or use tax payable under such Contract;

                  (l) which was originated by the Originator in accordance with,
         and otherwise satisfies all applicable requirements of, the Credit and
         Collection Policy;

                  (m) which, after giving effect to the acquisition thereof,
         would not result in the aggregate Outstanding Balance of Related
         Contracts of any single Obligor exceeding 1.5% of the aggregate
         Outstanding Balance of all Related Contracts;

                  (n) as to which, at or prior to the time of the Transfer, the
         Transferee has not notified the Originator that such Receivable (or
         class of Receivables) is not acceptable for transfer to Twin Towers
         under the Receivables Transfer Agreement;

                  (o) the transfer or assignment of which does not require the
         Obligor's consent, and which does not contravene any applicable law,
         rule or regulation;

                  (p) with respect to which (a) the related Obligor has not been
         released, (b) the Related Contract has not been satisfied, canceled,
         subordinated or rescinded, and (c) no Equipment subject to the related
         Contract has been released from the Related Contract;

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                  (q) which Equipment subject to the related Contract has not
         been released and such Contract requires the related Obligor to
         maintain insurance on such Equipment in an amount sufficient to fully
         insure such Equipment;

                  (r) which, after giving effect to the acquisition thereof,
         would not result in the aggregate Outstanding Balance of Related
         Contracts of Obligors located in any single state exceeding 10% (except
         in the case of Texas, which may not exceed 21%, and California, Georgia
         and Pennsylvania, which may not individually exceed 15%) of the
         aggregate Outstanding Balance of all Related Contracts; and

                  (s) which has an implied interest rate of at least 7.00% per
         annum.

                  (t) which, after giving effect to the acquisition thereof,
         would not result in (a) the aggregate Outstanding Balance of Related
         Contracts secured by analog photocopiers exceeding 35% of the aggregate
         Outstanding Balance of all Related Contracts, or (b) the aggregate
         Outstanding Balance of Related Contracts secured by Equipment other
         than photocopiers or facsimile machines exceeding 10% of the aggregate
         Outstanding Balance of all Related Contracts;

                  (u) which has not been previously financed through another
         warehouse facility;

                  (v) which, after giving effect to the acquisition thereof,
         would not result in the remaining weighted average life of all Related
         Contracts (weighted based on Outstanding Balance) exceeding 2.5 years.

         "Event of Termination" has the meaning specified in Section 7.01.
          --------------------

         "Facility" means the willingness of the Transferee to consider
          --------
accepting Transfers of Receivables from the Originator from time to time
pursuant to the terms of this Agreement.

         "Facility Termination Date" means the earliest of (i) the Scheduled
          -------------------------
Termination Date, (ii) the date of termination of the Facility pursuant to
Section 7.01 and (iii) the date which the Originator designates by at least two
Business Days' notice to the Transferee.

         "General Trial Balance" of the Originator on any date means the
          ---------------------
Originator's accounts receivable trial balance (whether in the form of a
computer printout, magnetic tape or diskette) on such date, listing Obligors and
the Receivables respectively owed by such Obligors on such date together with
the aged Outstanding Balances of such Receivables, in form and substance
satisfactory to the Transferee.

         "Incipient Event of Termination" means an event that but for notice or
          ------------------------------
lapse of time or both would constitute an Event of Termination.

         "Indemnified Amounts" has the meaning specified in Section 8.01.
          -------------------

         "Purchase Price" has the meaning set forth in Section 2.02(b).
          --------------

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         "Receivables Transfer Agreement" means that certain Receivables
          ------------------------------
Transfer Agreement, dated as of the date hereof, among the Transferee, as
transferor, Twin Towers Inc, as conduit transferee, Deutsche Bank, as
administrative agent, IOS Capital, Inc., as originator and collection agent, and
the several financial institutions as may be party from time to time, as
Alternate Transferees, as amended, supplemented or otherwise modified from time
to time.

         "Receivables Transfer Request" has the meaning specified in Section
          ----------------------------
2.02(a).

         "Related Contract" means, with respect to a Transfer Date, any Contract
          ----------------
included in the Contracts transferred to the Transferee pursuant to Section 2.02
on such Transfer Date; provided, that after the Outstanding Balance of such
Contract has been collected, it shall no longer constitute a "Related Contract"
hereunder.

         "Related Security" means with respect to any Transferred Receivable:
          ----------------

                  (a) all Equipment related to such Receivable;

                  (b) all security interests or liens and property (including
         without limitation Equipment) securing or purporting to secure payment
         of such Receivable, whether pursuant to the Contract related to such
         Receivable or otherwise, together with all financing statements signed
         by an Obligor describing any collateral securing such Receivable;

                  (c) all guaranties (other than the Support Agreement),
         insurance and other agreements supporting or securing payment of such
         Receivable (or insuring for loss or liability with respect to the
         related Equipment), whether pursuant to the Contract related to such
         Receivable or otherwise and all of the Originator's and the
         Transferor's rights (if any) to recourse, repurchase or indemnity
         against any Person with respect to such Receivable; and

                  (d) the related Contract and all other books, records and
         other information (including, without limitation, computer programs,
         tapes, discs, punch cards, data processing software and related
         property and rights) relating to such Receivable and the related
         Obligor.

         "Settlement Date" means the fifteenth calendar day of each month (or if
          ---------------
such day is not a Business Day, the immediately succeeding Business Day);
provided, however, that following the occurrence of an Event of Termination,
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Settlement Dates shall occur on such days as are selected from time to time by
the Transferee or its designee in a written notice to the Collection Agent.

         "Transaction Document" means any of this Agreement, the Receivables
          --------------------
Transfer Agreement and all other agreements and documents delivered and/or
related hereto or thereto.

         "Transfer" means a transfer by the Originator of Receivables to the
          --------
Transferee pursuant to Article II.

         "Transfer Date" has the meaning specified in Section 2.02(a).
          -------------

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         "Transferred Receivable" means any Receivable which, pursuant to the
          ----------------------
procedure described in Section 2.02(d), has been identified as a Transferred
Receivable.

         SECTION 1.02 Other Terms. Capitalized terms used and not defined herein
                      -----------
shall have the meanings assigned to them in the Receivables Transfer Agreement.
All accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles. All terms used in
Article 9 of the UCC in the State of New York, and not specifically defined
herein, are used herein as defined in such Article 9.

                                   ARTICLE II

                AMOUNTS AND TERMS OF TRANSFERS AND CONTRIBUTIONS

         SECTION 2.01 Facility. On the terms and conditions hereinafter set
                      --------
forth and without recourse (except to the extent as is specifically provided
herein), the Transferee may accept from the Originator Eligible Receivables of
the Originator from time to time during the period from the date hereof to the
Facility Termination Date. Each Transfer of such Receivables shall include the
transfer to the Transferee of the Related Security and Collections with respect
thereto.

         SECTION 2.02 Making Transfers.
                      ----------------

         (a) Transfers. Each Transfer from the Originator shall be made on
             ---------
notice from the Originator to the Transferee given no later than 10:00 a.m. (New
York City time) on the date of such Transfer. Each such request for a Transfer
(each a "Receivables Transfer Request") shall specify the date of such Transfer
         ----------------------------
(which shall be a Business Day) and the proposed Purchase Price (as determined
pursuant to Section 2.02(b)) for such Transfer. On the date of each Transfer
(each a "Transfer Date"), the Transferee shall, upon satisfaction of the
         -------------
applicable conditions set forth in Article III, make available to the Originator
the Purchase Price for such Transfer in accordance with Section 2.02(c).

         (b) Determination of Purchase Price. The "Purchase Price" for the
             -------------------------------       --------------
Receivables that are the subject of any Transfer hereunder shall be equal to the
aggregate Outstanding Balance of such Receivables.

         (c) Payment of Purchase Price. On each Transfer Date, the Transferee
             -------------------------
shall pay to the Originator the Purchase Price for the applicable Transfer in
cash, to the extent of funds obtained by the Transferee on such date under the
Receivables Transfer Agreement, after satisfying the Transferee's obligations
under the Receivables Transfer Agreement and after netting any amounts owed to
the Transferee by the Originator hereunder (including amounts owed under Section
2.04), and to the extent such Purchase Price remains unpaid, such remaining
portion of such Purchase Price shall be a true contribution to capital made by
the Originator to the Transferee.

         (d) Identification of Transferred Receivables. On or prior to each
             -----------------------------------------
Transfer Date, the Originator shall deliver to the Transferee a list of Related
Contracts for the Receivables to be transferred on such Transfer Date, which
list shall also be delivered to the Administrative Agent in accordance with
paragraph (j) of Exhibit IV of the Receivables Transfer Agreement. Such list
shall evidence the Transferred Receivables for such Transfer Date.

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         (e) Conveyance. The Originator hereby conveys to the Transferee all of
             ----------
its right, title and interest in the Transferred Receivables and the Related
Security and Collections with respect thereto.

         SECTION 2.03 Collections. (a) Unless otherwise agreed, the Collection
                      -----------
Agent shall, on each Settlement Date, deposit into an account of the Transferee
or the Transferee's assignee all Collections of Transferred Receivables then
held by the Collection Agent.

         (b) In the event that the Originator believes that Collections which
are not Collections of Transferred Receivables have been deposited into an
account of the Transferee or the Transferee's assignee, the Originator shall so
advise the Transferee and, on the Business Day following such identification,
the Transferee shall remit, or shall cause to be remitted, all Collections so
deposited which are identified, to the Transferee's satisfaction, to be
Collections of Receivables which are not Transferred Receivables to the
Originator.

         SECTION 2.04 Settlement Procedures. (a) Upon discovery by the
                      ---------------------
Originator or the Transferee or the Administrative Agent of a breach of any of
the representations and warranties made or deemed made by the Originator in
Section 4.01(i) with respect to any Transferred Receivable, such party shall
give prompt written notice thereof to the other party, as soon as practicable
and in any event within three Business Days following such discovery. The
Originator shall be deemed to have received a Collection in full of such
Transferred Receivable, and all other Receivables relating to the same Contract,
and make available to the Transferee on the next succeeding Settlement Date an
amount equal to the Outstanding Balance of such Transferred Receivable plus
Yield accrued and to accrue thereon through the end of the then current
Settlement Period. Upon such amount being made available, the Transferee shall
retransfer such Transferred Receivables to the Originator. Each retransfer of a
Transferred Receivable shall include the Related Security with respect to such
Transferred Receivable. If the Originator is not the Collection Agent, the
Originator shall pay to the Collection Agent on or prior to the next Settlement
Date the amount required to be paid pursuant to this subsection.

         (b) Except as stated in subsection (a) of this Section 2.04, or as
otherwise required by law or the underlying Contract, all Collections from an
Obligor of any Transferred Receivable shall be applied to the Receivables of
such Obligor in the order of the age of such Receivables, starting with the
oldest such Receivable, unless such Obligor designates its payment for
application to specific Receivables.

         SECTION 2.05 Payments and Computations, Etc. (a) All amounts to be paid
                      -------------------------------
or deposited by the Originator or the Collection Agent hereunder shall be paid
or deposited no later than 11:00 a.m. (New York City time) on the day when due
in same day funds to an account designated in writing by the Transferee to the
Originator on or prior to the initial Transfer hereunder.

         (b) The Originator shall, to the extent permitted by law, pay to the
Transferee interest on any amount not paid or deposited by the Originator
(whether as Collection Agent or otherwise) when due hereunder at an interest
rate per annum equal to 2% per annum above the Base Rate, payable on demand.

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         (c) All computations of interest and all computations of fees hereunder
shall be made on the basis of a year of 360 days for the actual number of days
elapsed. Whenever any payment or deposit to be made hereunder shall be due on a
day other than a Business Day, such payment or deposit shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of such payment or deposit.

         SECTION 2.06 True Sales and/or Contributions. (a) Each of the
                      -------------------------------
Originator and the Transferee intend the transactions hereunder to constitute
true sales and/or true contributions of the Transferred Receivables, Related
Security and Collections with respect thereto by the Originator to the
Transferee providing the Transferee with all of the Originator's right, title
and interest in and to the Transferred Receivables, Related Security and
Collections with respect thereto, and no party hereto intends the transactions
contemplated hereunder to be, or for any purpose (other than for purposes of
federal or state income or franchise, sale and use or bulk sale taxes) to be
characterized as, a loan from the Transferee to the Originator.

         (b) In the event (but only to the extent) that the conveyance of
Transferred Receivables, the Related Security and Collections with respect
thereto hereunder is characterized by a court, governmental authority or
regulatory body as a loan rather than a sale or contribution, the Originator
shall be deemed hereunder to have granted to the Transferee, and the Originator
hereby assigns and grants to Transferee, a present and continuing security
interest in all of the Originator's right, title and interest now or hereafter
existing in, to and under all Transferred Receivables, the Related Security and
all Collections with respect thereto.

                                  ARTICLE III

                             CONDITIONS OF TRANSFERS

         SECTION 3.01 Conditions Precedent to Initial Transfer from the
                      -------------------------------------------------
Originator. The initial Transfer of Receivables from the Originator hereunder is
----------
subject to the conditions precedent that the Transferee shall have received on
or before the date of such Transfer the following, each (unless otherwise
indicated) dated such date, in form and substance satisfactory to the
Transferee:

         (a) Certified copies of the resolutions of the Board of Directors of
the Originator approving this Agreement and certified copies of all documents
evidencing other necessary corporate or limited liability company action and
governmental approvals, if any, with respect to this Agreement.

         (b) A certificate of the Secretary or Assistant Secretary of the
Originator certifying the names and true signatures of the officers of the
Originator authorized to sign this Agreement and the other documents to be
delivered by it hereunder.

         (c) Acknowledgment copies or time stamped receipt copies of proper
financing statements, duly filed on or before the date of the initial Transfer
(or such later date as determined by the Transferee), naming the Originator as
the debtor and the Transferee as the secured party, or other similar instruments
or documents, as the Transferee may deem necessary or desirable under the UCC of
all appropriate jurisdictions or other applicable law to perfect the

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Transferee's security interest in the Transferred Receivables and Related
Security and Collections with respect thereto, including, without limitation,
any financing statements filed against the Originator as the Transferee may deem
reasonably necessary or desirable to perfect the Transferee's interest in the
Equipment.

         (d) Acknowledgment copies or time stamped receipt copies of proper
financing statements, if any, necessary to release all security interests and
other rights of any Person in the Transferred Receivables, Related Contracts or
Related Security previously granted by the Originator.

         (e) Completed requests for information, dated on or before the date of
such initial Transfer, listing all effective financing statements filed in the
jurisdictions referred to in subsection (c) above that name the Originator as
debtor, together with copies of such other financing statements (none of which
shall cover any Transferred Receivables, Related Contracts or Related Security).

         (f) Payment by the Transferee to the Originator for the initial
Transfer hereunder will constitute acknowledgment that the conditions set forth
above have been satisfied or waived.

         SECTION 3.02 Conditions Precedent to All Transfers. The obligation of
                      -------------------------------------
the Transferee to accept each Transfer (including the initial Transfer)
hereunder shall be subject to the further conditions precedent that:

         (a) With respect to any such Transfer, on or prior to the date of such
Transfer, the Originator shall have delivered to the Transferee, (i) if
requested by the Transferee, the Originator's General Trial Balance (which if in
magnetic tape or diskette format shall be compatible with the Transferee's
computer equipment) as of a date not more than 31 days prior to the date of such
Transfer, and (ii) a written report identifying, among other things, the
Receivables to be included in such Transfer and the then outstanding Transferred
Receivables and the aged balance thereof, in each case correlated to Transfers;

         (b) At the request of the Transferee or its assignee, the Originator
will segregate the Related Contracts and other records in its lease files
pertaining to each Receivable and mark its master data processing records
evidencing such Receivables and the Related Contracts, in each case in a manner
reasonably acceptable to the Administrative Agent, evidencing that such
Receivables have been transferred; and

         (c) On the date of such Transfer the following statements shall be true
(and the Originator, by accepting the amount of such Transfer, shall be deemed
to have certified that):

                 (i)  The representations and warranties contained in Section
                      4.01 are correct on and as of the date of such Transfer as
                      though made on and as of such date; and

                 (ii) No event has occurred and is continuing, or would result
                      from such Transfer, that constitutes an Event of
                      Termination or would constitute an Incipient Event of
                      Termination.

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         (d) The Transferee shall have received such other approvals, opinions
or documents as the Transferee may reasonably request.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01 Representations and Warranties of the Originator. A. The
                      ------------------------------------------------
Originator represents and warrants as follows:

         (a) The Originator is a corporation duly incorporated, validly existing
and in good standing under the laws of Delaware, and is duly qualified to do
business, and is in good standing, in every jurisdiction where the nature of its
business requires it to be so qualified, unless the failure to so qualify would
not have a material adverse effect on (i) the interests of the Transferee
hereunder, (ii) the collectibility of the Transferred Receivables, or (iii) the
ability of the Originator or the Collection Agent to perform their respective
obligations hereunder.

         (b) The execution, delivery and performance by the Originator of this
Agreement and the other documents to be delivered by it hereunder, including the
Originator's transfer of Receivables hereunder, (i) are within the Originator's
corporate powers, (ii) have been duly authorized by all necessary corporate
action, (iii) do not contravene (1) the Originator's charter or by-laws, (2) any
law, rule or regulation applicable to the Originator, (3) any contractual
restriction binding on or affecting the Originator or its property or (4) any
order, writ, judgment, award, injunction or decree binding on or affecting the
Originator or its property, and (iv) do not result in or require the creation of
any lien, security interest or other charge or encumbrance upon or with respect
to any of its properties (except for the transfer of the Originator's interest
in the Transferred Receivables pursuant to this Agreement). This Agreement has
been duly executed and delivered by the Originator.

         (c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Originator of this Agreement
or any other document to be delivered thereunder.

         (d) This Agreement constitutes the legal, valid and binding obligation
of the Originator enforceable against the Originator in accordance with its
terms.

         (e) The balance sheets of the Originator and its subsidiaries as at
October 1, 1999 and September 30, 2000, and the related statements of income and
retained earnings of the Originator and its subsidiaries for the fiscal year
then ended, copies of which have been furnished to the Transferee, fairly
present the financial condition of the Originator and its subsidiaries as at
such date and the results of the operations of the Originator and its
subsidiaries for the period ended on such date, all in accordance with generally
accepted accounting principles consistently applied, and since September 30,
2000 there has been no material adverse change in the business, operations,
property or financial or other condition of the Originator.

         (f) There is no pending or threatened action or proceeding affecting
the Originator or any of its subsidiaries before any court, governmental agency
or arbitrator which would

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materially adversely affect the financial condition or operations of the
Originator or any of its subsidiaries or the ability of the Originator to
perform its obligations under this Agreement, or which purports to affect the
legality, validity or enforceability of this Agreement.

         (g) No proceeds of any Transfer will be used to acquire any equity
security of a class which is registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.

         (h) No transaction contemplated hereby requires compliance with any
bulk sales act or similar law.

         (i) Each Receivable transferred by the Originator hereunder is an
Eligible Receivable on the date of the related Transfer and the Originator owns
and has the right to transfer each Transferred Receivable, together with the
Related Security and Collections with respect thereto, free and clear of any
Adverse Claim (other than any Adverse Claim arising solely as the result of any
action taken by the Transferee). When the Transferee accepts a Transfer, it
shall acquire a valid and perfected first priority ownership interest in each
Transferred Receivable and the Related Security and Collections with respect
thereto free and clear of any Adverse Claim (other than any Adverse Claim
arising solely as the result of any action taken by the Transferee), and no
effective financing statement or other instrument similar in effect covering any
Transferred Receivable, any interest therein, the Related Security or
Collections with respect thereto is on file in any recording office except for
those filed in favor of the Originator, as secured party, which cover only
Equipment, accessories, attachments and additions thereto (and substitutions and
proceeds thereof) and such as may be filed in favor of Transferee in accordance
with this Agreement or in connection with any Adverse Claim arising solely as
the result of any action taken by the Transferee.

         (j) Each Originator Report (if prepared by the Originator, or to the
extent that information contained therein is supplied by the Originator),
information, exhibit, financial statement, document, book, record or report
furnished or to be furnished at any time by the Originator to the Transferee in
connection with this Agreement is or will be accurate in all material respects
as of its date or (except as otherwise disclosed to the Transferee at such time)
as of the date so furnished, and no such document contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements contained therein, in the light
of the circumstances under which they were made, not misleading.

         (k) The principal place of business and chief executive office of the
Originator and the office where the Originator keeps its records concerning the
Receivables are located at the respective addresses set forth on Exhibit B
hereof.

         (l) The Originator is not known by and does not use any trade name or
doing-business-as name.

         (m) With respect to any programs used by the Originator in the
servicing of the Receivables, no sublicensing agreements are necessary in
connection with the designation of a new Collection Agent so that such new
Collection Agent shall have the benefit of such programs

                                       11
<PAGE>

(it being understood, however, that the Collection Agent, if other than the
 -------------------
Originator, shall be required to be bound by a confidentiality agreement
reasonably acceptable to the Originator).

         (n) The transfers of Receivables by the Originator to the Transferee
pursuant to this Agreement, and all other transactions between the Originator
and the Transferee, have been and will be made in good faith and without intent
to hinder, delay or defraud creditors of the Originator.

         (o) If less than all of the Receivables of the Originator have been
transferred to the Transferee pursuant to this Agreement, no selection procedure
was utilized by the Originator in selecting the Transferred Receivables to be
transferred to the Transferee hereunder which is materially adverse to the
interests of the Transferee or would reasonably be expected to result in the
Transferred Receivables containing a higher percentage of Defaulted Receivables
than the percentage of Defaulted Receivables in the Receivables retained by the
Originator. With respect to each Transferred Receivable, such Receivable is
representative of all of the Receivables owned by the Originator.

         (p) Each Contract giving rise to a Receivable provides for Periodic
Payments that will fully amortize such Receivable over the term of the Contract
related thereto and the Originator has not extended the maturity or adjusted the
Outstanding Balance of any Receivable or otherwise amended, modified or waived
the terms of any Receivable or any Contract relating to any Receivable such that
the interests of the Transferee would be materially and adversely affected
thereby.

         B. Representation and Warranty of the Transferee. The Transferee is
            ---------------------------------------------
acquiring the Transferred Receivables, the Related Security and Collections with
respect thereto in good faith, without knowledge of any Adverse Claim against,
interest in, or defense to the payment of such assets (other than any Adverse
Claim arising solely as the result of any action taken by the Transferee).

                                   ARTICLE V

                                    COVENANTS

         SECTION 5.01 Covenants of the Originator. A. From the date hereof until
                      ---------------------------
the first day following the Facility Termination Date on which all of the
Transferred Receivables are either collected in full or become Defaulted
Receivables:

         (a) Compliance with Laws, Etc. The Originator will comply in all
             --------------------------
material respects with all applicable laws, rules, regulations and orders and
preserve and maintain its corporate existence, rights, franchises,
qualifications and privileges except to the extent that the failure so to comply
with such laws, rules and regulations or the failure so to preserve and maintain
such existence, rights, franchises, qualifications, and privileges would not
materially adversely affect the collectibility of the Transferred Receivables or
the ability of the Originator to perform its obligations under this Agreement.

         (b) Offices, Records and Books of Account. The Originator will keep its
             -------------------------------------
principal place of business and chief executive office and the office where it
keeps its records concerning

                                       12
<PAGE>

the Transferred Receivables at the respective addresses set forth on Exhibit B
hereof or, upon 30 days' prior written notice to the Transferee, at any other
locations in jurisdictions where all actions required by Section 5.01(i) shall
have been taken and completed. The Originator also will maintain and implement
administrative and operating procedures (including, without limitation, an
ability to recreate records evidencing Transferred Receivables and related
Contracts in the event of the destruction of the originals thereof), and keep
and maintain all documents, books, records and other information reasonably
necessary or advisable for the collection of all Transferred Receivables
(including, without limitation, records adequate to permit the daily
identification of each new Transferred Receivable and all Collections of and
adjustments to each existing Transferred Receivable). The Originator shall make
a notation in its books and records, including its computer files, to indicate
which Receivables have been transferred to the Transferee hereunder.

         (c) Performance and Compliance with Contracts and Credit and Collection
             -------------------------------------------------------------------
Policy. The Originator will, at its expense, timely and fully perform and comply
------
with all material provisions, covenants and other promises required to be
observed by it under the Contracts related to the Transferred Receivables, and
timely and fully comply in all material respects with the Credit and Collection
Policy in regard to each Transferred Receivable and the related Contract.

         (d) Sales, Liens, Etc. Except for the transfers contemplated herein,
             ------------------
the Originator will not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or create or suffer to exist any Adverse Claim upon or
with respect to, any Transferred Receivable, Related Security, related Contract
or Collections, or upon or with respect to any account to which any Collections
of any Transferred Receivables are sent, or assign any right to receive income
in respect thereof.

         (e) Extension or Amendment of Transferred Receivables. The Originator
             -------------------------------------------------
will not extend the maturity of, or adjust the Outstanding Balance of, any
Transferred Receivable, or amend or otherwise modify the terms of any
Transferred Receivable, or amend, modify or waive any term or condition of any
Contract related thereto such that the interests of the Transferee would be
materially and adversely affected thereby.

         (f) Change in Business or Credit and Collection Policy. The Originator
             ---------------------------------------------------
will not make any change in the character of its business or in the Credit and
Collection Policy that would, in either case, materially adversely affect the
collectibility of the Transferred Receivables or the ability of the Originator
to perform its obligations under this Agreement.

         (g) Audits. The Originator will, from time to time during regular
             ------
business hours as requested by the Transferee or its assigns, permit the
Transferee, or its agents, representatives or assigns, (i) to examine and make
copies of and abstracts from all books, records and documents (including,
without limitation, computer tapes and disks) in the possession or under the
control of the Originator relating to Transferred Receivables and the Related
Security, including, without limitation, the related Contracts, and (ii) to
visit the offices and properties of the Originator for the purpose of examining
such materials described in clause (i) above, and to discuss matters relating to
Transferred Receivables and the Related Security or the Originator's performance

                                       13
<PAGE>

hereunder or under the Contracts with any of the officers or employees of the
Originator having knowledge of such matters.

         (h) Change in Payment Instructions to Obligors. The Originator will not
             ------------------------------------------
make any change in its instructions to Obligors regarding payments to be made by
it unless the Transferee shall have received notice of such change.

         (i) Further Assurances.
             ------------------

             (i)    The Originator agrees from time to time, at its expense,
                    promptly to execute and deliver all further instruments and
                    documents, and to take all further actions, that may be
                    necessary or desirable, or that the Transferee or its
                    assignee may reasonably request, to perfect, protect or more
                    fully evidence the transfer of the Transferred Receivables
                    and the Related Security and Collections with respect
                    thereto under this Agreement, or to enable the Transferee or
                    its assignee to exercise and enforce its respective rights
                    and remedies under this Agreement. Without limiting the
                    foregoing, the Originator will, upon the request of the
                    Transferee or its assignee, (1) execute and file such
                    financing or continuation statements, or amendments thereto,
                    and such other instruments and documents, that may be
                    reasonably necessary or desirable to perfect, protect or
                    evidence such Transferred Receivables and the Related
                    Security and Collections with respect thereto; and (2)
                    deliver to the Transferee copies of all Contracts relating
                    to the Transferred Receivables and all records relating to
                    such Contracts and the Transferred Receivables, whether in
                    hard copy or in magnetic tape or diskette format (which if
                    in magnetic tape or diskette format shall be compatible with
                    the Transferee's computer equipment).

             (ii)   The Originator authorizes the Transferee or its assignee to
                    file financing or continuation statements, and amendments
                    thereto and assignments thereof, relating to the Transferred
                    Receivables and the Related Security, the related Contracts
                    and the Collections with respect thereto without the
                    signature of the Originator where permitted by law. A
                    photocopy or other reproduction of this Agreement shall be
                    sufficient as a financing statement where permitted by law.

             (iii)  The Originator shall perform its obligations under the
                    Contracts related to the Transferred Receivables to the same
                    extent as if the Transferred Receivables had not been
                    transferred.

         (j) Reporting Requirements. The Originator will provide to the
             ----------------------
Transferee the following:

             (i)    as soon as available and in any event within 60 days after
                    the end of the first three quarters of each fiscal year of
                    the Originator, balance sheets of the Originator and its
                    subsidiaries as of the end of such quarter and statements of
                    income and retained earnings of the Originator and its


                                      14
<PAGE>

                    subsidiaries for the period commencing at the end of the
                    previous fiscal year and ending with the end of such
                    quarter, certified by the chief financial officer of the
                    Originator;

             (ii)   as soon as available and in any event within 120 days after
                    the end of each fiscal year of the Originator, a copy of the
                    annual report for such year for Ikon Office Solutions, Inc.
                    and the Annual Report on Form 10-K for the Originator and
                    its subsidiaries, containing financial statements for such
                    year audited by Price Waterhousecoopers, LLP or other
                    independent public accountants acceptable to the
                    Administrative Agent;

             (iii)  as soon as possible and in any event within five days after
                    the occurrence of each Event of Termination or Incipient
                    Event of Termination, a statement of the chief financial
                    officer of the Originator setting forth details of such
                    Event of Termination or Incipient Event of Termination and
                    the action that the Originator has taken and proposes to
                    take with respect thereto;

             (iv)   promptly after the sending or filing thereof, copies of all
                    reports that the Originator sends to any of its
                    securityholders, and copies of all reports and registration
                    statements that the Originator or any subsidiary files with
                    the Securities and Exchange Commission or any national
                    securities exchange;

             (v)    promptly after the filing or receiving thereof, copies of
                    all reports and notices that the Originator or any Affiliate
                    files under ERISA with the Internal Revenue Service or the
                    Pension Benefit Guaranty Corporation or the U.S. Department
                    of Labor or that the Originator or any Affiliate receives
                    from any of the foregoing or from any multiemployer plan
                    (within the meaning of Section 4001(a)(3) of ERISA) to which
                    the Originator or any Affiliate is or was, within the
                    preceding five years, a contributing employer, in each case
                    in respect of the assessment of withdrawal liability or an
                    event or condition which could, in the aggregate, result in
                    the imposition of liability on the Originator and/or any
                    such Affiliate in excess of $5,000,000;

             (vi)   at least ten Business Days prior to any change in the
                    Originator's name, a notice setting forth the new name and
                    the effective date thereof;

             (vii)  concurrently with the delivery of each Originator Report by
                    the Collection Agent, a statement as to whether or not all
                    of the Receivables under all Contracts arising during the
                    immediately preceding month have been transferred by the
                    Originator to the Transferee and, if less than all of such
                    Receivables have been transferred, a summary of those
                    Receivables not transferred; and



                                      15
<PAGE>

             (viii) such other information respecting the Transferred
                    Receivables or the condition or operations, financial or
                    otherwise, of the Originator as the Transferee may from time
                    to time reasonably request.

         (k) Separate Conduct of Business. The Originator will:
             ----------------------------

             (i)    maintain separate corporate records and books of account
                    from those of the Transferee;

             (ii)   conduct its business from an office separate from that of
                    the Transferee;

             (iii)  ensure that all oral and written communications, including
                    without limitation, letters, invoices, purchase orders,
                    contracts, statements and applications, will be made solely
                    in its own name;

             (iv)   not hold itself out as having agreed to pay, or as being
                    liable for, the obligations of the Transferee;

             (v)    not engage in any transaction with the Transferee except as
                    contemplated by this Agreement or as permitted by the
                    Receivables Transfer Agreement;

             (vi)   continuously maintain as official records the resolutions,
                    agreements and other instruments underlying the transactions
                    contemplated by this Agreement; and

             (vii)  disclose on its annual financial statements the effects of
                    the transactions contemplated by this Agreement in
                    accordance with generally accepted accounting principles.

         B. Covenants of the Transferee. From the date hereof until the
            ---------------------------
termination of this Agreement, the Transferee will:

         (a) maintain separate corporate records and books of account from those
of the Originator;

         (b) conduct its business from an office separate from that of the
Originator;

         (c) ensure that all oral and written communications, including without
limitation, letters, invoices, purchase orders, contracts, statements and
applications, will be made solely in its own name;

         (d) not hold itself out as having agreed to pay, or as being liable
for, the obligations of the Originator; and

         (e) continuously maintain as official records the resolutions,
agreements and other instruments underlying the transactions contemplated by
this Agreement.


                                      16
<PAGE>

                                   ARTICLE VI

                               TRANSFER OF RECORDS

         SECTION 6.01 Transfer of Records to Transferee. Each Transfer of
                      ---------------------------------
Receivables hereunder shall include the transfer to the Transferee of all of the
Originator's right and title to and interest in the records relating to such
Receivables and shall include an irrevocable non-exclusive license to the use of
the Originator's computer software system to access and create such records.
Such license shall be without royalty or payment of any kind, is coupled with an
interest, and shall be irrevocable until all of the Transferred Receivables are
either collected in full or become Defaulted Receivables.

         The Originator shall take such action requested by the Transferee, from
time to time hereafter, that may be necessary or appropriate to ensure that the
Transferee has an enforceable interest in the records relating to the
Transferred Receivables and rights to the use of the Originator's computer
software system to access and create such records.

         In recognition of the Originator's need to have access to the records
transferred to the Transferee hereunder, the Transferee hereby grants to the
Originator an irrevocable license to access such records in connection with any
activity arising in the ordinary course of the Originator's business or in
performance of its duties as Collection Agent, provided that (i) the Originator
shall not disrupt or otherwise interfere with the Transferee's use of and access
to such records during such license period and (ii) the Originator consents to
the assignment and delivery of the records (including any information contained
therein relating to the Originator or its operations) to any assignees or
transferees of the Transferee provided they agree to hold such records
confidential.

                                  ARTICLE VII

                              EVENTS OF TERMINATION

         SECTION 7.01 Events of Termination. If any of the following events
                      ---------------------
("Events of Termination") shall occur and be continuing:

         (a) The Collection Agent (if the Originator or any of its Affiliates)
(i) shall fail to perform or observe any term, covenant or agreement under this
Agreement (other than as referred to in clause (ii) of this subsection (a)) and
such failure shall remain unremedied for three Business Days after the receipt
of notice or actual knowledge thereof or (ii) shall fail to make when due any
payment or deposit to be made by it under this Agreement; or

         (b) The Originator shall fail (i) to transfer to the Transferee when
requested any rights, pursuant to this Agreement, which the Originator then has
as Collection Agent, or (ii) to make any payment required under Section 2.04(a);
or

         (c) Any representation or warranty made or deemed made by the
Originator (or any of its officers) under or in connection with this Agreement
or any information or report delivered by the Originator pursuant to this
Agreement shall prove to have been incorrect or untrue in any material respect
when made or deemed made or delivered; or


                                      17
<PAGE>

         (d) The Originator shall fail to perform or observe any other term,
covenant or agreement contained in this Agreement on its part to be performed or
observed and any such failure shall remain unremedied for 10 days after written
notice thereof shall have been given to the Originator by the Transferee; or

         (e) Any member of the IKON Group or any Subsidiary thereof shall fail
to pay any principal of or premium or interest on any of its Debt which is
outstanding in a principal amount of at least 10,000,000 in the aggregate when
the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), redeemed, purchased
or defeased, or an offer to repay, redeem, purchase or defease such Debt shall
be required to be made, in each case prior to the stated maturity thereof; or

         (f) Any member of the IKON Group or any Subsidiary thereof shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors; or any proceeding shall be instituted by or against
any such member or Subsidiary seeking to adjudicate it a bankrupt or insolvent,
or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its
property and, in the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 30 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or for any substantial part of its property) shall occur; or any such member or
Subsidiary shall take any corporate action to authorize any of the actions set
forth above in this subsection (f); or

         (g) A Trigger Event shall have occurred under the Receivables Transfer
Agreement; or

         (h) There shall have occurred any material adverse change in the
financial condition or operations of the Originator since September 30, 2000; or
there shall have occurred any event which may materially adversely affect the
collectibility of the Transferred Receivables or the ability of the Originator
to collect Transferred Receivables or otherwise perform its obligations under
this Agreement;

         then, and in any such event, the Transferee may (with the consent of
the Administrative Agent), by notice to the Originator, take either or both of
the following actions: (x) declare the Facility Termination Date to have
occurred (in which case the Facility Termination Date shall be deemed to have
occurred) and (y) without limiting any right under this Agreement to replace the



                                      18
<PAGE>

Collection Agent, designate another Person to succeed the Originator as
Collection Agent; provided, that, automatically upon the occurrence of any event
                  --------
(without any requirement for the passage of time or the giving of notice)
described in paragraph (f) of this Section 7.01, the Facility Termination Date
shall occur, the Originator (if it is then serving as the Collection Agent)
shall cease to be the Collection Agent, and the Transferee (or its assigns or
designees) shall become the Collection Agent. Upon any such declaration or
designation or upon such automatic termination, the Transferee shall have, in
addition to the rights and remedies under this Agreement, all other rights and
remedies with respect to the Receivables provided after default under the UCC
and under other applicable law, which rights and remedies shall be cumulative.

                                  ARTICLE VIII

                                 INDEMNIFICATION

         SECTION 8.01 Indemnities by the Originator. Without limiting any other
                      -----------------------------
rights which the Transferee may have hereunder or under applicable law, the
Originator hereby agrees to indemnify the Transferee and its assigns and
transferees (each, an "Indemnified Party") from and against any and all damages,
                       -----------------
claims, losses, liabilities and related costs and expenses, including reasonable
attorneys' fees and disbursements (all of the foregoing being collectively
referred to as "Indemnified Amounts"), awarded against or incurred by any
                -------------------
Indemnified Party in connection with the transactions contemplated by this
Agreement. It is expressly agreed and understood by the parties hereto (i) that
the foregoing indemnification is not intended to, and shall not, constitute a
guarantee of the collectibility or payment of the Transferred Receivables and
(ii) that nothing in this Section 8.01 shall require the Originator to indemnify
any Person (1) for Receivables which are not collected, not paid or
uncollectible on account of the insolvency, bankruptcy, or financial inability
to pay of the applicable Obligor, (2) for damages, losses, claims or liabilities
or related costs or expenses resulting from such Person's gross negligence or
willful misconduct, or (3) for any income taxes or franchise taxes incurred by
such Person arising out of or as a result of this Agreement or in respect of any
Transferred Receivable or any Contract.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01 Amendments, Etc. No amendment or waiver of any provision
                      ---------------
of this Agreement or consent to any departure by the Originator therefrom shall
be effective unless in a writing signed by the Transferee and consented to by
the Administrative Agent and, in the case of any amendment, also signed by the
Originator, and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given; provided,
                                                                       --------
however, that no such material amendment shall be effective until both Moody's
-------
and S&P have notified the Administrative Agent in writing that such action will
not result in a reduction or withdrawal of the rating of any of the Conduit
Transferee's commercial paper notes. No failure on the part of the Transferee to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.




                                      19
<PAGE>

         SECTION 9.02 Notices, Etc. All notices and other communications
                      ------------
hereunder shall, unless otherwise stated herein, be in writing (which shall
include facsimile communication) and be faxed or delivered, to each party
hereto, at its address set forth under its name on the signature pages hereof or
at such other address as shall be designated by such party in a written notice
to the other parties hereto. Notices and communications by facsimile shall be
effective when sent (and shall be followed by hard copy sent by regular mail),
and notices and communications sent by other means shall be effective when
received.

         SECTION 9.03 Binding Effect: Assignability. (a) This Agreement shall be
                      -----------------------------
binding upon and inure to the benefit of the Originator, the Transferee and
their respective successors and assigns; provided, however, that the Originator
                                         -----------------
may not assign its rights or obligations hereunder or any interest herein
without the prior written consent of the Transferee. In connection with any
assignment by the Transferee of all or a portion of the Transferred Receivables,
the assignee shall, to the extent of its assignment, have all rights of the
Transferee under this Agreement (as if such buyer or assignee, as the case may
be, were the Transferee hereunder) except to the extent specifically provided in
the agreement between the Transferee and such assignee.

         (b) This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until such time, after the Facility Termination Date,
when all of the Transferred Receivables are either collected in full or become
Defaulted Receivables; provided, however, that rights and remedies with respect
                       --------  -------
to any breach of any representation and warranty made by the Originator pursuant
to Article IV and the provisions of Article VIII and Sections 9.04, 9.05 and
9.06 shall be continuing and shall survive any termination of this Agreement.

         SECTION 9.04 Costs, Expenses and Taxes. (a) In addition to the rights
                      -------------------------
of indemnification granted to the Transferee pursuant to Article VIII hereof,
the Originator agrees to pay on demand all costs and expenses in connection with
the preparation, execution and delivery of this Agreement and the other
documents and agreements to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Transferee (including the reasonable allocable fees of the Transferee's in-house
counsel) with respect thereto and with respect to advising the Transferee as to
its rights and remedies under this Agreement, and the Originator agrees to pay
all costs and expenses, if any (including reasonable counsel fees and expenses),
in connection with the enforcement of this Agreement and the other documents to
be delivered hereunder excluding, however, any costs of enforcement or
                       ---------  -------
collection of Transferred Receivables.

         (b) In addition, the Originator agrees to pay any and all stamp and
other taxes and fees payable in connection with the execution, delivery, filing
and recording of this Agreement or the other documents or agreements to be
delivered hereunder, and the Originator agrees to save each Indemnified Party
harmless from and against any liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees.

         SECTION 9.05 No Proceedings. The Originator hereby agrees that it will
                      --------------
not institute against the Transferee any proceeding of the type referred to in
Section 7.01(f) so long as there shall not have elapsed one year plus one day
since the later of (i) the Facility Termination Date




                                      20
<PAGE>

and (ii) the date on which all of the Transferred Receivables are either
collected in full or become Defaulted Receivables.

         SECTION 9.06 Confidentiality. Unless otherwise required by applicable
                      ---------------
law, each party hereto agrees to maintain the confidentiality of this Agreement
in communications with third parties and otherwise; provided that this Agreement
may be disclosed to (i) third parties to the extent such disclosure is made
pursuant to a written agreement of confidentiality in form and substance
reasonably satisfactory to the other party hereto, and (ii) such party's legal
counsel and auditors and the Transferee's assignees, if they agree in each case
to hold it confidential.

         SECTION 9.07 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
                      -------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF), EXCEPT TO THE EXTENT THAT
THE PERFECTION OF THE TRANSFEREE'S INTEREST IN THE RECEIVABLES OR REMEDIES
HEREUNDER IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK.

         SECTION 9.08 Third Party Beneficiary. Each of the parties hereto hereby
                      -----------------------
acknowledges that the Transferee may assign all or any portion of its rights
under this Agreement and that such assignees may (except as otherwise agreed to
by such assignees) further assign their rights under this Agreement, and the
Originator hereby consents to any such assignments. All such assignees,
including parties to the Receivables Transfer Agreement in the case of
assignment to such parties, shall be third party beneficiaries of, and shall be
entitled to enforce the Transferee's rights and remedies under, this Agreement
to the same extent as if they were parties thereto, except to the extent
specifically limited under the terms of their assignment.

         SECTION 9.09 Tax Treatment. It is the intention of the Originator and
                      -------------
the Transferee that for federal, state and local income and franchise tax
purposes, the Transferee's Interest will be treated as evidence of indebtedness
of the Originator secured by the Receivables, the Related Security and
Collections and other proceeds thereof. The Originator and the Transferee, by
entering into this Agreement, intend to treat the Transferee's Interest as
indebtedness. The provisions of this Agreement and all related Transaction
Documents shall be construed to further such intentions of the parties hereto.

         SECTION 9.10 Execution in Counterparts. This Agreement may be executed
                      -------------------------
in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the
same agreement.

                                      21
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

ORIGINATOR:                             IOS CAPITAL, INC.



                                        By:
                                           ---------------------------------
                                        Name:  Russell Slack
                                        Title: President





                                        for purposes of notices, with a copy to:

                                        IOS Capital, Inc.
                                        1738 Bass Road
                                        Macon, GA 31210
                                        Attn: Russell Slack
                                        Facsimile No.: (912) 471-2384



                                       S-1
<PAGE>

TRANSFEREE:                                 IKON FUNDING-3, LLC

                                            By: IKON FUNDING, INC., its Manager



                                            By:
                                               ---------------------------------
                                            Name:  J. F. Quinn
                                            Title: Treasurer


                                      S-2
<PAGE>

                                    EXHIBIT A
                                    ---------

                          CREDIT AND COLLECTION POLICY



                                      A-1
<PAGE>

                                    EXHIBIT B
                                    ---------


         The principal place of business and chief executive offices of the
Transferor are located at:

                                IOS CAPITAL, INC.
                                 1738 Bass Road
                              Macon, Georgia 31210

         The original records concerning the Receivables (and all original
documents related thereto) are located at the offices of the Collection Agent
at:

                                IOS CAPITAL, INC.
                                 1738 Bass Road
                              Macon, Georgia 31210



                                      B-1
<PAGE>

||
EXHIBIT A     Credit and Collection Policy
EXHIBIT B     Principal Place of Business and Location of Records