Exhibit 2.1

ASSIGNMENT AND AMENDMENT AGREEMENT

        This Agreement is made as of the 30th day of June, 2004 between Heller Financial Canada (“Heller”), IKON Office Solutions, Inc. (the “Seller”), IKON Office Solutions Northern Ltd. (“IKON Northern”), and GE VFS Canada Limited Partnership (the “Purchaser”).

        WHEREAS Heller and IKON entered into an asset purchase agreement as of March 31, 2004 (the “Purchase Agreement”) pursuant to which Heller agreed to purchase, and IKON agreed to sell, certain of IKON’s assets;

        AND WHEREAS Heller wishes to assign all of its rights and obligations under the Purchase Agreement to the Purchaser and the Purchaser wishes to assume all of Heller’s obligations under the Purchase Agreement, pursuant to the provisions hereof;

        AND WHEREAS after the date of the Purchase Agreement IKON determined that IKON Northern is the lessor, seller, lender, secured party or obligee under certain of the Financing Contracts (as such term is defined in the Purchase Agreement) entered into by any of IKON or its Affiliates with residents of the Northwest Territories (the “NWT Financing Contracts”);

        AND WHEREAS the parties hereto wish to amend the Purchase Agreement to provide that IKON Northern will sell and assign to the Purchaser, and the Purchaser will purchase and assume from IKON Northern, the Purchased Assets and Assumed Liabilities, respectively, which relate to the NWT Financing Contracts;

        AND WHEREAS the parties hereto wish to make certain other amendments to the Purchase Agreement;

        NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1.     Interpretation .

        (a)     Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to them in the Purchase Agreement.

        (b)     The rules of interpretation set forth in Sections 1.02 and 8.06 of the Purchase Agreement shall apply, with necessary changes, to this Agreement as if set out in full in this Section.

2.     Assignment . Effective on the date hereof, Heller hereby assigns and transfers unto GE VFS all of its right, title and interest in, to and under the Purchase Agreement.

3.     Assumption and Indemnity . The Purchaser hereby accepts the assignment and transfers contained in Section 2 and covenants and agrees with Heller that the Purchaser will observe, perform and fulfil each and every covenant, proviso, obligation, term and condition of Heller in, to and under the Purchase Agreement that is applicable at any time from and including the date of the Purchase Agreement. The parties hereto agree Heller is hereby released from any and all obligations under the Purchase Agreement, including any and all liabilities, damages, costs, expenses, causes of action, suits, claims and judgments arising from or in connection with, or resulting from the Purchase Agreement.

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4.     Seller Appointment of Purchaser as Agent to Notify Quebec Residents of Assignment . The Seller hereby appoints the Purchaser as its agent for the sole purpose of notifying Quebec residents party to Purchased Financing Contracts that such Purchased Financing Contracts have been assigned by the Seller to the Purchaser.

5.     Consents Not Obtained On or Prior to Closing . The Seller Entities have advised the Purchaser that the assignment by the Seller Entities of certain of the Purchased Financing Contracts requires prior notice and consent to have been obtained pursuant to their provisions, the Financial Administration Act of each of Alberta, Northwest Territories and Nunavut and the Law of Property Act (Manitoba) (collectively, the “Outstanding Consents”), but that such consents have not been obtained and delivered to the Purchaser on or prior to the Closing Date. The parties hereto acknowledge the following: (a) the Outstanding Consents shall be subject to the provisions of Section 2.07 and (b) the rights exercisable by the Purchaser in Section 2.07(a)(ii) with respect to the Outstanding Consents shall be exercisable by the Purchaser notwithstanding that it may (i) assist the Seller in obtaining, or (ii) undertake on behalf of the Seller to obtain, such Outstanding Consents.

6.     (a)         Seller to Provide Specified Information for IKON Canada Billed Accounts . The Seller shall comply with its covenants in Section 2(c)(iii) of the Administrative Services Agreement and such covenant shall be incorporated herein, and have the same effect, as if made and agreed to herein.

        (b)        Invoicing of Serviced Assets . Each of the Seller, IKON Northern and the Purchaser shall comply with its covenants in Section 2(i) of the IKON Invoicing Services Agreement dated as of the date hereof between the Purchaser, the Seller and IKON Northern and such covenant shall be incorporated herein, and have the same effect, as if made and agreed to herein.

7.      Amendments to Purchase Agreement . The following amendments to the Purchase Agreement are made effective immediately prior to the consummation of the transactions contemplated by the Purchase Agreement on the Closing Date.

        (a)         Section 2.04(c) of the Purchase Agreement is amended by deleting and replacing the words “On the last Business Day of the month immediately following the month of the Closing, the Purchaser shall pay to the Seller the GST and QST exigible on the Initial Payment by wire transfer of immediately available funds to the account to which the Initial Payment was wire transferred” with the words “The Purchaser and the Seller shall, on the Closing Date, elect jointly under section 167(1) of the Excise Tax Act (Canada), and under any similar provision of any applicable provincial legislation, in the form prescribed for the purposes of that provision, in respect of the sale and transfer of the Purchased Assets hereunder, and the Purchaser shall file such election with Canada Customs and Revenue Agency on or before the time specified in section 167(1.1) of the Excise Tax Act (Canada) and any other similar election under similar applicable provincial legislation for this purpose”.

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         (b)          Section 2.05 of the Purchase Agreement is amended by deleting the words “If a Settlement Payment is made pursuant to Section 2.05(a), then on the last Business Day of the month immediately following the month of the Settlement Date, the Purchaser shall pay to the Seller the GST and QST exigible on the Settlement Payment made pursuant to Section 2.05(a) by wire transfer of immediately available funds to the account to which the Purchase Price was wire transferred” in the last paragraph of such section.

         (c)         Section 2.05(b) of the Purchase Agreement is amended by deleting the words “plus the amount in respect of GST and QST on the Settlement Payment previously paid by the Purchaser to the Seller”.

         (d)         Section 2.07(a)(iv) of the Purchase Agreement is amended by deleting and replacing the words “shall be bound to pay to the Purchaser” with the words “shall be bound to pay, or shall cause its applicable Affiliates to pay, to the Purchaser”.

         (e)         Section 2.07(b) of the Purchase Agreement is amended as follows:

        (f)         Article IV of the Purchase Agreement is amended by deleting and replacing the words “to the Seller on the date hereof” with the words “to the Seller Entities on the date hereof”.

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        (g)         Article V of the Purchase Agreement is amended by deleting and replacing the words “The Seller agrees and covenants with the Purchaser as follows:” with the words “The Seller Entities agree and covenant with the Purchaser as follows:".

        (h)         Section 5.01(a) of the Purchase Agreement is amended as follows:

        (i)         Section 5.01(c) of the Purchase Agreement is amended as follows:

        (j)         Section 5.01(d) of the Purchase Agreement is amended as follows: