A.         GE, GECITS and IKON have entered into the Agreement to provide for a Customer financing program with respect to IKONs and its Affiliates sales and financing of Equipment for Customers of the IKON Companies at locations in the United States.

        B.          Heller Financial Canada, an Ontario general partnership (Heller), and IKON Office Solutions, Inc. (IKON Canada) have entered into the Asset Purchase Agreement pursuant to which, among other things, Heller has agreed to purchase (or to cause one of its Affiliates to purchase) from IKON Canada the Purchased Assets (as defined in the Asset Purchase Agreement) and GE VFS Canada Limited Partnership (GECAN) has agreed to enter into this Canadian Rider to the Agreement to provide for a Customer financing program with respect to IKONs and its Affiliates sales and financing of Equipment for Customers of the IKON Companies at locations in Canada.

         C.         GECAN has entered into an assignment and amendment agreement of even date herewith with Heller, IKON Canada, and IKON Office Solutions Northern Ltd. (IKON Northern) pursuant to which (a) Heller has assigned all of its rights to GECAN, and GECAN has assumed all of Hellers obligations, under the Asset Purchase Agreement and (b) IKON Canada has confirmed that IKON Northern in fact owns the NWT Financing Contracts (as defined in the Asset Purchase Agreement) and will sell such Purchased Assets to GECAN under the Asset Purchase Agreement.

         D.         GECAN, IKON Canada and IKON Northern desire to enter into this Canadian Rider to set forth their respective rights and duties with respect to and under the Canadian Program.

         E.         It is the intention of the parties to this Canadian Rider that, for the purposes of conducting the Program in Canada, a relationship shall be established between IKON Canada, IKON Northern and GECAN similar to the relationship between IKON, GE and GECITS which shall be governed by the provisions of the Agreement, subject to certain modifications required to accommodate the Canadian segment of the Program (the Canadian Program).

        NOW, THEREFORE, for valuable consideration exchanged among them, the parties to this Canadian Rider hereby agree as follows:

         1.         Definitions. All capitalized terms used in this Canadian Rider shall have the meanings given to them in the Agreement unless otherwise defined herein.

         2.         Parties to Canadian Program. Except as otherwise specifically indicated herein, for purposes of this Canadian Rider and the Canadian Program only:

         (a)         all references in the Agreement to GE, GECITS and IKON shall be deemed to refer to and include GECAN and IKON Canada, respectively and all references in the Agreement to the Program shall be deemed to refer to and include the Canadian Program; and

         (b)         in the Canadian Rider, IKON Northern shall be deemed to take the benefit of each right, and to have covenanted, agreed, represented, warranted and indemnified to and for the benefit of GECAN each of IKON Canadas rights, covenants, agreements, representations, warranties and indemnifications in the Canadian Rider, mutatis mutandis, with necessary changes to reflect that IKON Northern may be a named lessor under an IKON Originated Financing Contract entered into with a Customer resident in Northwest Territories.

For purposes of this Canadian Rider and the Canadian Program only, GECAN, IKON Canada and IKON Northern are hereby made parties to the Agreement.

         3.         Incorporation of Agreement Provisions. All of the terms and conditions of the Agreement shall apply to the Canadian Program and are incorporated herein by reference, subject only to the modifications described in this Canadian Rider. To the extent that the Agreement is amended from time to time, GECAN, IKON Canada and IKON Northern agree to review such amendments promptly and acting reasonably and to amend this Canadian Rider accordingly if such amendments are applicable to the Canadian Program.

         4.         Canadian Program Modifications. For purposes only of the Canadian Program and Financing Contracts with Canadian Customers (Canadian Financing Contracts):

         (a)         Except as otherwise specifically indicated herein, GECAN shall perform the functions of GE and GECITS set out in the Agreement, to operate the Canadian Program in a manner which is separate from, but parallel to and consistent with, the Program.

         (b)         All references in the Agreement to the term Financing Contract shall be deemed to include Canadian Financing Contracts.

         (c)         All dollar amounts referred to in the Agreement, with the exception of Base Equipment Service Payments, Base FM Labor Payments, CPC Payments, Late Charges, Lease Payments, Minimum Periodic Payments, Net Book Value, Net Economic Value, Original Equipment Cost, Program FM Stream Financing Payments, Purchase Price, Residual, Sales Tax Payments and Wholesale Fair Market Value for Canadian Financing Contracts that are specifically denominated in Canadian dollars, shall be deemed to be United States dollar amounts.

         (d)         All dollar amounts referred to in the Agreement with respect to Base Equipment Service Payments, Base FM Labor Payments, CPC Payments, Late Charges, Lease Payments, Minimum Periodic Payments, Net Book Value, Net Economic Value, Original Equipment Cost, Program FM Stream Financing Payments, Purchase Price, Residual, Sales Tax Payments and Wholesale Fair Market Value for Canadian Financing Contracts that are specifically denominated in Canadian dollars shall be deemed to be Canadian dollar amounts. Canadian dollar amounts shall be converted to United States dollars at the conversion rate or rates published or quoted by the Royal Bank of Canada (or such other bank as the parties shall mutually agree upon) in effect on the date of such conversion.

         (e)         All payments of the Purchase Price of a Canadian Financing Contract shall be made by GECAN to IKON Canada or IKON Northern. .

         (f)         All references in the Agreement to American statutes and statutory documents, including without limitation, the Uniform Commercial Code, shall be deemed to refer to the equivalent federal and provincial or territorial statutes and documents of the appropriate jurisdictions in Canada.

         (g)         All references in the Agreement to the United States shall be deemed to refer to Canada and all references in the Agreement to state shall be deemed to be references to province and/or territory.

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         (h)         Except as otherwise set forth herein, the provisions of the Agreement pertaining to the United States Government (including Section 3.5 and definitions related thereto) and State and Local Government Entities (including definitions related thereto) shall not apply to the Canadian Program; provided, however, that GECAN hereby agrees to provide financing to Canadian federal, provincial and municipal government Customers in accordance with the provisions, and subject to the conditions, of the Agreement.

         (i)         Section 1.1(b) of the Agreement is hereby amended by deleting clauses (D), (E) and (G) thereof. All other references in the Agreement to Uplift Payments (or Property Tax Inclusive Financing Contracts or Administration Fees) and CPI Charges shall not apply to the Canadian Program.

         (j)         The parties agree that a separate Executive Committee shall not be appointed for the Canadian Program and, accordingly, Article 2 of the Agreement shall not apply to the Canadian Program. The Executive Committee shall, however, consider the Canadian Program in the conduct of its business as prescribed by the Agreement including, without limitation, Article 2.

         (k)         In addition to the GE Relationship Manager and the IKON Relationship Manager appointed pursuant to the provisions of Section 2.2 of the Agreement, each of GECAN and IKON Canada will appoint a Local Relationship Manager to function as the primary management contact between GECAN, on the one hand, and IKON, on the other, under the Canadian Program, who will perform the functions of the Relationship Managers set out in Section 2.2 of the Agreement with respect to the Canadian Program and who will support the efforts of and communicate frequently with their respective Relationship Managers. All references in the Agreement to Relationship Managers shall be deemed to include the Local Relationship Managers.

         (l)         To the extent permitted by law GECAN shall operate the Canadian Program in accordance with the provisions of the Agreement pertaining to the use of Assumed Names; provided, however, that the name of GECAN or its permitted assignees must be used on all contracts, invoices, negotiable instruments and orders for goods and services to which they are a party (and such name shall appear in a location, font and style to be mutually agreed upon by the parties).

         (m)         Section 4.1(a) of the Agreement is hereby deleted and replaced with the following: (a) The GECAN Rate Sheets in effect on the date hereof, and the steps and assumptions utilized in connection with the preparation thereof (the Base Assumptions), are attached hereto as Exhibit J-1. The rates set forth on the GECAN Rate Sheets may be modified by GECAN to reflect changes in the underlying Government of Canada bond rates and/or deviations in respect of actual Canadian Program portfolio composition from the Base Assumptions (provided that GE shall not be entitled to modify the Base Assumptions) on not less than 60 days prior written notice to IKON Canada, and any such modification shall be accompanied by a notice from GECAN setting forth each of the underlying Government of Canada bond rates utilized in the preparation of such modifications (it being agreed that, subject to Exhibit J-1, nothing contained in this Section 4.1 shall prohibit GECAN from granting (and GECAN shall be entitled to grant) a conditional approval of a proposed Program Financing Contract or Program Stream Financing that includes as a condition, a change to the rate otherwise applicable to the related Customer and/or the proposed Program Financing Contract or Program Stream Financing pursuant to the GECAN Rate Sheet then in effect). The GECAN Rate Sheets, as in effect from time to time, shall incorporate residual values set forth in the then-current Residual Policy by Equipment type.

         (n)         Section 4.1(b)(i) of the Agreement is hereby deleted and replaced with the following: (b)(i) GECAN shall present to the Executive Committee (together with supporting materials) any proposed increases in the rates set forth on the GECAN Rate Sheets that it desires to effect as a consequence of the impact, on the average Program portfolio spread to GECAN under proposed Program Financing Contracts and Program Stream Financings, of actual or anticipated accounting or tax changes or other events or circumstances; provided; however, that, in each case, such change, event or circumstance is reasonably expected to impact similarly situated Canadian-based, U.S.-owned equipment lessors generally. After such presentation to the Executive Committee, GECAN shall be free to implement the proposed increases to the GECAN Rate Sheets upon at least 60 days prior written notice to IKON Canada.

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         (o)         Section 4.1(c) of the Agreement is hereby deleted and replaced with the following: (c) If during the Term there shall occur any changes in tax Law which (i) impact both GECAN and Canadian-based, U.S.-owned equipment lessors that are similarly situated to GECAN, (ii) provide favorable overall tax benefits to such Canadian-based, U.S.-owned equipment lessors and (iii) result in such similarly situated Canadian-based, U.S.-owned equipment lessors decreasing financing rates to such lessors end-user customers, then IKON Canada may present to GECAN one or more proposals that would similarly reduce the average Canadian Program portfolio margin to GECAN reflected in the rates set forth on the GECAN Rate Sheets. Unless GECAN shall deliver to IKON Canada a written certification certifying that GECAN has not received (or shall not receive), through internal allocations from General Electric Company or an Affiliate thereof, the benefit of such tax changes, GECAN shall, within 90 days of IKON Canadas request, effect such modifications to the GECAN Rate Sheets as GECAN shall reasonably determine are appropriate to pass on to Customers the benefit to GECAN of such tax benefits (to the extent such tax benefits are passed on by similarly situated Canadian-based, U.S.-owned equipment lessors to their customers).

         (p)         The first sentence of Section 4.2 of the Agreement is hereby deleted and replaced with the following: The initial Credit Approval Policy for the Canadian Program in effect on the date hereof is attached as Exhibit B-1.

         (q)         Section 5.1(a) of the Agreement is hereby amended by replacing the references to Exhibit F and Exhibit D with references to Exhibit F-1 and Exhibit D-1, respectively.

         (r)         Section 5.1(a)(ii) of the Agreement is hereby deleted and replaced with the following: (ii) The IKON Canada National Service Price List, the IKON Canada National FM Price List and the IKON Canada National Equipment Price List, each as in effect on the date hereof, have previously been delivered to GECAN. From and after the effective date of this Canadian Rider, IKON Canada shall provide GECAN with copies of any and all amendments, modifications or supplements to the IKON Canada National Equipment Price List, the IKON Canada National Service Price List and the IKON Canada National FM Price List (whether in hard copy, via electronic transmission (in an agreed format) or by posting such information on the website www.IKON.org in a subfolder both identified, in writing, to GECAN and in respect of which GECAN shall have been given (and shall maintain) full access) by no later than the earlier to occur of (x) the date that IKON Canada distributes any such amendments, modifications or supplements to its sales force and (y) the effective date of any such amendments, modifications or supplements.

         (s)         Section 5.1(b) of the Agreement is hereby amended by: (1) deleting the words the Servicing Agreement, the Subservicing Agreements; and (2) replacing the words IOS Capital (immediately prior to the consummation of the Pre-Closing Merger) and IKON (as successor by merger to IOS Capital) with the words IKON Canada.

         (t)         Section 5.2 of the Agreement is hereby amended by replacing the reference to Exhibit E with a reference to Exhibit E-1.

         (u)         Section 5.3(a)(ii) of the Agreement is hereby amended by deleting the words (except to the extent otherwise provided in Section 5.03(b) of the Asset Purchase Agreement (solely in respect of Purchased Financing Contracts)".

         (v)         Section 5.3(b)(i) of the Agreement is hereby amended by deleting the words (except to the extent otherwise provided in Section 5.03(b) of the Asset Purchase Agreement (solely in respect of Program FM Stream Financings purchased pursuant thereto))".

         (w)         Section 5.3(b)(ii) of the Agreement is hereby amended by: (1) replacing the words the date hereof with the words the Effective Date; and (2) replacing the words in accordance with Section 2(d) of the Servicing Agreement with the words in accordance with the applicable provision of the Services Agreement to be negotiated.

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        (x)          Section 5.3(b) of the Agreement is hereby amended by replacing the words IKON Director of Macon Shared Services Center with the words IKON Director of the Edmonton Shared Services Center.

         (y)         Section 5.4(b)(i) of the Agreement is hereby amended by replacing the references to Schedule 2 with references to Schedule 2A.

         (z)         Section 5.5(b)(ii) of the Agreement is hereby deleted and replaced with the following: (ii) solely with respect to each proposed Originated Financing Contract, IKON Originated Financing Contract, Program FM Stream Financing or Program EM Stream Financing in respect of which the Obligor thereunder is a Canadian federal, provincial or municipal government entity, (A) the name and telephone number of Customers designated contact, (B) a copy of any RFP response or comparable proposal that IKON presented to the Customer under such proposed Originated Financing Contract, IKON Originated Financing Contract or the Program Facilities Management Agreement or Program Equipment Management Agreement relating to such proposed Program FM Stream Financing or Program EM Stream Financing (as applicable), (C) a copy of each RFP, bid award, contract and purchase order, if applicable, related to such proposed Originated Financing Contract, IKON Originated Financing Contract or the Program Facilities Management Agreement or Program Equipment Management Agreement relating to such proposed Program FM Stream Financing or Program EM Stream Financing, (D) an essential use audit/information statement completed by the Customer under such proposed Originated Financing Contract, IKON Originated Financing Contract or the Program Facilities Management Agreement or Program Equipment Management Agreement relating to such proposed Program FM Stream Financing or Program EM Stream Financing, in each case, to the extent the Original Equipment Cost of all Equipment proposed to be subject thereto is in excess of $100,000, and (E) to the extent that consent or approval of the applicable government entity is required prior to any assignment thereof (or the Program Stream Financings thereunder or RFPs with respect thereto), a consent letter duly executed by such government entity.

         (aa)         Section 5.,(a)(i) of the Agreement is hereby amended by replacing the words (including Liens arising under the federal, state or local tax laws or the Employee Retirement Security Act of 1974, as amended)" with the words (including Liens arising under the federal, provincial or municipal tax laws)".

         (bb)         Section 5.7(f) of the Agreement is hereby deleted and replaced with the following: (f) Each of GECAN and IKON Canada acknowledge and agree that (i) each IKON Originated Financing Contract and Program Stream Financing Agreement is an obligation for the lease or rental of Equipment and (ii) each IKON Originated Financing Contract and Program Stream Financing Agreement constitutes chattel paper (as defined in the Ontario Personal Property Security Act). The rights to receive payments under each IKON Originated Financing Contract and in respect of each Program Stream Financing constitute proceeds of chattel paper (each as defined in the Ontario Personal Property Security Act).

         (cc)         Section 5.8(d) of the Agreement is hereby amended by: (1) replacing the words continuation statements with the words financing change statements; and (2) replacing the words UCC-3 termination with the words financing change.

         (dd)         Section 5.9 of the Agreement is hereby amended by deleting the reference to Schedule 1 contained therein.

         (ee)         Section 5.11 of the Agreement is hereby amended by inserting the words (including all applicable licenses) following the word capabilities.

         (ff)         Section 5.13 of the Agreement shall not apply to the Canadian Program.

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         (gg)         Section 6.1(a) of the Agreement is hereby amended by replacing the words 8:00 AM to 8:00 PM (New York City time) with the words 8:30 AM to 8:00 PM (Toronto time)".

         (hh)         Section 6.1(c)(i) of the Agreement is hereby amended by replacing the words makes and appoints GE (and employees or agents of GE designated by GE from time to time) as IKONs true and lawful attorney-in-fact with the words grants GECAN (and employees or agents of GECAN designated by GECAN from time to time) power of attorney.

         (ii)         Sections 6.1(c)(ii) and (iii) of the Agreement are hereby amended by replacing the words makes, constitutes and appoints GE (and its and any of VFS Macons employees or agents designated by GE from time to time) as IKONs true and lawful attorney-in-fact with the words grants GECAN (and its employees or agents designated by GECAN from time to time) power of attorney.

         (ii.1)         Section 6.2 of the Agreement is hereby deleted and replaced with the following:

         6.2(a)         Refurbishing and Remarketing Support

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         6.2(b)         Refurbishing and Remarketing Support for Additional Photocopiers

         6.2(c)         Option to Purchase Photocopiers

         (jj)        Section 6.6 of the Agreement is hereby amended by deleting the words the Servicing Agreement, the Subservicing Agreements and the words and/or the Marketplace Servicing Agreement wherever such words appear in such Section.

         (jj.1)         Article 7 of the Agreement is hereby deleted and replaced with the following:

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