Exhibit 2.1


                         CERTIFICATE OF CONVERSION TO
                           LIMITED LIABILITY COMPANY

                                  CONVERTING

                               IOS CAPITAL, INC.
                           (A Delaware Corporation)

                                      TO

                               IOS CAPITAL, LLC
                    (A Delaware Limited Liability Company)

          IOS Capital, Inc., the corporation that is converting to a Delaware
limited liability company (the "Converting Corporation"), and Jack Quinn, as
an authorized person, to convert the Converting Corporation to IOS Capital,
LLC, a Delaware limited liability company (the "Company"), hereby certify
that:

          1. Name of Converting Corporation. The name of the Converting
Corporation immediately prior to the filing of this Certificate of Conversion
was "IOS Capital, Inc.".

          2.  Date and Jurisdiction of Organization of Converting Corporation.
The date on which, and the jurisdiction where, the Converting Corporation was
first incorporated is as follows:

          Date                              Jurisdiction
          ----                              ------------

          December 15, 1987                 Delaware

          3.  Name of Converted Limited Liability Company. The name of the
Delaware limited liability company to which the Converting Corporation is
being converted and the name set forth in the Certificate of Formation of the
Company being filed in accordance with Section 18-214(b) of the Delaware
Limited Liability Company Act is "IOS Capital, LLC".

          4.  Approval of Conversion. The conversion of the Converting
Corporation to the Company has been approved in accordance with the provisions
of Sections 228 and 266 of the General Corporation Law of the State of
Delaware and Section 18-214 of the Delaware Limited Liability Company Act.

          5.  Effective Time. This Certificate of Conversion, and conversion of
the Converting Corporation to the Company, shall be effective as of January
11, 2002 at 12:01 a.m. and simultaneously with the effectiveness of the
Certificate of Formation of the Company.



          IN WITNESS WHEREOF, the undersigned have duly executed this
Certificate of Conversion as of January 10, 2002.


                              IOS Capital, Inc.



                              By:  /S/ JACK QUINN
                                   -----------------------------------
                                   Name:  Jack Quinn
                                   Title:  Treasurer




                              /S/ JACK QUINN
                              ----------------------------------------
                              Name:  Jack Quinn
                              An Authorized Person