CERTIFICATE OF FORMATION

                                      OF

                         IKON RECEIVABLES FUNDING, LLC

     This Certificate of Formation of IKON Receivables Funding, LLC (the
"Company") dated as of October 8, 2001, is being duly executed and filed by IKON
Receivables Funding, Inc., as an authorized person, to form a limited liability
company under the Delaware Limited Liability Company Act (6 Del.C. (S)18-101, et
seq.).

     FIRST.  The name of the Company formed hereby is IKON Receivables Funding,
LLC.

     SECOND.  The address of the registered office of the Company in the State
of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.  The Company's registered agent for
service of process at that address is the The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.



                              IKON Receivables Funding, Inc., Manager

                              By:   ____________________________
                              Name:
                              Title: