<PAGE>

                                                                   Exhibit 10.34


                          DANKA BUSINESS SYSTEMS PLC

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               Change of Control Agreement for Ernest R. Miller

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                                                                        11/06/98
<PAGE>

                          DANKA BUSINESS SYSTEMS PLC

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               Change of Control Agreement for Ernest R. Miller

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<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.     Definitions..........................................................  1

2.     Term of Agreement....................................................  4

3.     Reimbursement of Business Expenses...................................  4

4.     Entitlement to Severance Benefit.....................................  4

5.     Confidentiality and Related Covenants................................  8

6.     Amendment or Termination.............................................  9

7.     Resolution of Disputes...............................................  9

8.     Miscellaneous Provisions............................................. 10
</TABLE>
<PAGE>

                          CHANGE OF CONTROL AGREEMENT
                          ---------------------------

          AGREEMENT, made and entered into as of the 13th day of February, 2001
by and among Danka Business Systems PLC ("Danka Business Systems"), Danka Office
Imaging Company ("Danka") (Danka Business Systems and Danka sometimes referred
to herein together with their respective successors and assigns as the
"Company") and Ernest R. Miller, an individual (the "Executive").


                                  WITNESSETH:
                                  -----------

         WHEREAS, Executive is an employee of the Company serving in an
executive capacity;

         WHEREAS, the Board of Directors of each corporation included in the
Company (the "Board") believes it is necessary and desirable that the Company be
able to rely upon Executive to continue serving in his or her position in the
event of a pending or actual Change of Control (as defined) of the Company;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is mutually acknowledged, the Company and Executive
(individually a "Party" and together the "Parties") agree as follows:

     1.   Definitions.
          -----------

          (a)  "Base Salary" shall mean Executive's annual base salary in effect
at the time of the Change of Control or at the time of termination of
employment, whichever is greater.

          (b)  "Cause" shall mean and be limited to:

               (i)    Executive's commission of any crime that (i) constitutes a
                      felony in the jurisdiction involved or (ii) involves loss
                      or damage to or destruction of property of the Company or
                      (iii) results in the incarceration of Executive following
                      his conviction for such crime; or

               (ii)   Executive's willful and material violation of any lawful
                      directions of the Company's Chief Executive or Board after
                      the Company has provided written notice to Executive and
                      said violation continues after Executive shall have
                      reasonable opportunity to cure said violation.

For purposes of this Agreement, an act or failure to act on Executive's part
shall be considered "willful" if it was done or omitted to be done by Executive
not in good faith, and shall not include any act or failure to act resulting
from any incapacity of Executive.

          (c)  A "Change of Control" shall be deemed to have occurred when:

               (i)    securities of Danka Business Systems representing more
                      than 30 percent of the combined voting power of the then
                      outstanding voting securities of Danka Business Systems
                      are acquired pursuant to a general offer for the issued
                      share capital of the Company which is an offer regulated
                      under the U.K. Take-Over-Over Code or any other tender
<PAGE>

                      offer or an exchange offer by any person or group of
                      persons acting in concert (within the meaning of Section
                      14(d) of the Securities Exchange Act of 1934) other than
                      the Company, a direct or indirect subsidiary or parent of
                      the Company, an employee benefit plan or similar trust
                      established by the Company;

               (ii)   a merger or consolidation is consummated in which Danka
                      Business Systems is a constituent corporation and which
                      results in less than 50 percent of the outstanding voting
                      securities of the surviving or resulting entity being
                      owned by the then existing stockholders of Danka Business
                      Systems;

               (iii)  a sale is consummated by the Company of substantially all
                      of the Company's assets (or substantially all of the
                      assets of Danka) to a person or entity which is not a
                      wholly-owned subsidiary of Danka Business Systems or any
                      of its affiliates; or

               (iv)   during any period of two consecutive years, individuals
                      who, at the beginning of such period, constituted the
                      Board of Directors of Danka Business Systems (the "Board")
                      cease, for any reason, to constitute at least a majority
                      thereof, unless the election or nomination for election
                      for each new director was approved by the vote of at least
                      two-thirds of the directors then still in office who were
                      directors at the beginning of such two-year period.


               (v)    a sale is consummated by the Company by no later than
                      December 31, 2001, of substantially all of the assets of
                      the Company's Danka Services International ("DSI")
                      division to a person or entity which is not a wholly-owned
                      subsidiary of Danka Business Systems or any of its
                      affiliates.

For purposes of this Agreement, no Change of Control shall be deemed to have
occurred with respect to Executive if the Change of Control results from actions
or events in which Executive is a participant in a capacity other than solely as
an officer, employee or director of the Company.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended.

          (e)  "Disability" shall mean a physical or mental illness which, in
the judgment of the Company after consultation with the licensed physician
attending Executive, impairs Executive's ability to substantially perform his
duties as an employee and as a result of which Executive shall have been unable
to perform his duties for the Company on a full-time basis for a period of 180
consecutive days.

          (f)  "Effective Date" shall mean the date of this Agreement, as set
forth above.

          (g)  "Excise Taxes" shall have the meaning set forth in Section 4
below.

                                      -2-
<PAGE>

          (h)  "Good Reason" shall mean the occurrence of one or more of the
following events without Executive's prior written consent (except as a result
of a prior termination):

               (i)    any material change in Executive's status, title,
                      authorities or responsibilities (including reporting
                      responsibilities) which represents a demotion from
                      Executive's status, title, position or responsibilities
                      (including reporting responsibilities) prior to the Change
                      of Control; the assignment to Executive of any duties or
                      work responsibilities which are materially inconsistent
                      with Executive's status, title, position or work
                      responsibilities prior to the Change of Control, or which
                      are materially inconsistent with the status, title,
                      position or work responsibilities of a similarly situated
                      senior officer; or any removal of Executive from, or
                      failure to appoint, elect, reappoint or reelect Executive
                      to, any of such positions, except in the event of
                      Executive's death or Disability;

               (ii)   any decrease in Executive's annual Base Salary or target
                      annual incentive award opportunity;

               (iii)  the reassignment of Executive to a location more than
                      thirty (30) miles from Executive's then-current work
                      location;

               (iv)   the failure by the Company to continue in effect any
                      incentive, bonus or other compensation plan in which
                      Executive participates, unless an equitable arrangement
                      (embodied in an ongoing substitute or alternative plan)
                      has been made with respect to the failure to continue such
                      plan, or the failure by the Company to continue
                      Executive's participation therein, or any action by the
                      Company which would directly or indirectly materially
                      reduce his participation therein or reward opportunities
                      thereunder; provided, however, that Executive continues to
                      meet substantially all eligibility requirements thereof;

               (v)    the failure by the Company to continue in effect any
                      employee benefit plan (including any medical,
                      hospitalization, life insurance, disability or other group
                      benefit plan in which Executive participates), or any
                      material fringe benefit or perquisite enjoyed by Executive
                      unless an equitable arrangement (embodied in an ongoing
                      substitute or alternative plan) has been made with respect
                      to the failure to continue such plan, or the failure by
                      the Company to continue Executive's participation therein,
                      or any action by the Company which would directly or
                      indirectly materially reduce Executive's participation
                      therein or reward opportunities thereunder, or the failure
                      by the Company to provide Executive with the benefits to
                      which Executive is entitled as an employee of the Company;
                      provided, however, that Executive continues to meet
                      substantially all eligibility requirements thereof,

                                      -3-
<PAGE>

               (vi)   any purported termination of Executive's employment for
                      Cause which is not effected by the Company's delivering
                      written notice to Executive of the termination for Cause
                      which notice describes the specific acts or omissions
                      alleged to constitute Cause; or

               (vii)  the failure of the Company to obtain a satisfactory
                      agreement from any successor or assignee of the Company to
                      fully assume and agree to perform this Agreement.

          (i)  "Retirement" shall mean Executive's termination of employment
with the Company at or after attaining age 65.

          (j)  "Severance Payments" shall have the meaning set forth in Section
4 below.

          (k)  "Term" shall have the meaning set forth in Section 2 below.

     2.   Term of Agreement.
          -----------------

          The term of this Agreement shall commence on the Effective Date and,
subject to any amendment or termination of the Agreement by the Parties
permitted by Section 6 below, shall remain in effect until such time as
Executive's employment may be terminated in circumstances which do not entitle
the Executive to Severance Payments under this Agreement (the "Term"). If a
Change of Control shall have occurred during the Term, including during the one-
year notice period provided for in Section 6 following the delivery by the
Company of notice of its intent to terminate the Agreement, notwithstanding any
other provision of this Section 2, the Term shall not expire earlier than two
years after the effective date of such Change of Control.

     3.   Reimbursement of Business Expenses.
          ----------------------------------

          Executive is authorized to incur reasonable expenses in carrying out
Executive's duties and responsibilities on the Company's behalf, and the Company
shall promptly reimburse Executive for all business expenses incurred in
connection therewith, subject to documentation in accordance with the Company's
policy.


     4.   Entitlement to Severance Benefit.
          --------------------------------

          (a)  Severance Benefit. In the event Executive's employment with the
               -----------------
Company is terminated without Cause, other than due to death, Disability or
Retirement, or in the event Executive terminates his/her employment for Good
Reason, in either case within two years following a Change of Control, or in the
event that prior to the consummation of a pending Change of Control Executive's
employment is involuntarily terminated without Cause (other than due to death or
Disability) as a condition to the consummation of the proposed transaction,
whether at the request of the acquiring firm or otherwise, Executive shall be
entitled to receive:


               (i)    Base Salary through the date of termination of
                      Executive's employment, which shall be paid in a cash lump
                      sum not later than 30 days following Executive's
                      termination of employment;

                                      -4-

<PAGE>


               (ii)   an amount equal to one (1) full year of Executive's Base
                      Salary, at the rate in effect on the date of termination
                      of Executive's employment (or in the event a reduction in
                      Base Salary is a basis for a termination by Executive for
                      Good Reason, then the Base Salary in effect immediately
                      prior to such reduction), payable in a cash lump sum not
                      later than 30 days following Executive's termination of
                      employment;

               (iii)  a pro rata annual bonus for the fiscal year which includes
                      the date of termination, calculated by multiplying the
                      annual bonus Executive would have earned for the fiscal
                      year of termination, if the Company's financial
                      performance targets for the fiscal year were deemed to be
                      satisfied at a level equal to the financial performance
                      achieved through the date of termination, or, if greater,
                      any performance bonus Executive is guaranteed to receive
                      for the fiscal year under the terms of his employment
                      agreement, by a percentage equal to the ratio of the
                      number of days worked by Executive during the fiscal
                      year of the termination to the total number of work days
                      during such fiscal year, payable in a cash lump sum not
                      later than 30 days following Executive's termination of
                      employment;

               (iv)   an amount equal to one times the annual bonus Executive
                      would earn for the fiscal year of termination if the
                      Company's financial performance targets were deemed to be
                      satisfied at the level equal to the financial performance
                      achieved through the date of termination, or, if greater,
                      any performance bonus Executive is guaranteed to receive
                      for the fiscal year under the terms of his employment
                      agreement, payable in a cash lump sum not later than 15
                      days following Executive's termination of employment;

               (v)    immediate vesting of all outstanding stock options and the
                      right to exercise such stock options at any time during an
                      extended exercise period of not less than 36 months
                      following Executive's termination of employment, or the
                      remainder of the exercise period, if less, in each case,
                      to the extent permitted by the terms of the Company's
                      stock option schemes;

               (vi)   settlement of all deferred compensation arrangements in
                      accordance with any then applicable deferred compensation
                      plan or election form;

               (vii)  continued medical, hospitalization, life and other
                      insurance benefits being provided to Executive and
                      Executive's family at the date of termination, for a
                      period of up to twelve (12) months after the date of
                      termination; provided that the Company shall have no
                      obligation to continue to provide Executive with these
                      benefits for any periods after the date Executive obtains
                      comparable benefits (with no significant pre-existing
                      condition exclusions) as a result of Executive's
                      employment in a new position; and

                                      -5-

<PAGE>

               (viii) other or additional benefits then due or earned in
                      accordance with applicable plans and programs of the
                      Company.

          (b)  Reduction in Compensation to Avoid Excise Tax.  In the event
               ---------------------------------------------
Executive would become entitled to any amounts payable in connection with a
Change of Control (whether or not such amounts are payable pursuant to this
Agreement) (the "Severance Payments"), if any of such Severance Payments would
otherwise be subject to the excise tax on excess golden parachute payments
imposed by Section 4999 of the Code (or any similar federal, state or local tax
that may hereafter be imposed) (the "Excise Tax"), as determined in accordance
with this Section 4(b), but prior to giving effect to any adjustment under this
Section 4(b), the following provisions shall apply:

               (i)    For purposes of determining whether any of the Severance
                      Payments would be subject to the Excise Tax and the amount
                      of such Excise Tax:

                      (A)  Severance Payments, including any payments or
                           benefits other than those under this Section 4(b)
                           received or to be received by Executive in connection
                           with Executive's termination of employment (whether
                           pursuant to the terms of this Agreement or any other
                           plan, arrangement or agreement with the Company, any
                           person whose actions result in a Change of Control
                           or any person affiliated with the Company or such
                           person) (which, together with the Severance Payments,
                           constitute the "Total Payments"), shall be treated as
                           "parachute payments" within the meaning of Section
                           280G(b)(2) of the Code, and all "excess parachute
                           payments" within the meaning of Section 280G(b)(1) of
                           the Code shall be treated as subject to the Excise
                           Tax, unless in the opinion of a nationally-recognized
                           public accounting firm mutually acceptable to
                           Executive and the Company such other payments or
                           benefits (in whole or in part) do not constitute
                           parachute payments, or such excess parachute payments
                           (in whole or in part) represent reasonable
                           compensation for services actually rendered within
                           the meaning of Section 280G(b)(4) of the Code in
                           excess of the base amount within the meaning of
                           Section 280G(b)(3) of the Code, or are otherwise not
                           subject to the Excise Tax;

                      (B)  the amount of the Total Payments which shall be
                           deemed to be treated as subject to the Excise Tax
                           shall be equal to the lesser of (x) the total amount
                           of the Total Payments and (y) the amount of excess
                           parachute payments within the meaning of Section
                           280G(b)(1) of the Code (after applying Section
                           4(b)(i)(A) hereof); and

                                      -6-

<PAGE>

                      (C)  the value of any non-cash benefits or any deferred
                           payments or benefit shall be determined by a
                           nationally recognized public accounting firm mutually
                           acceptable to Executive and the Company in accordance
                           with the principles of Sections 280G(d)(3) and (4)
                           of the Code.

               (ii)   If a reduction in the aggregate amount of Severance
                      Payments Executive otherwise would be entitled to receive
                      by an amount not exceeding 20% of such Severance Payments
                      would result in Executive receiving a greater "Net After-
                      Tax Amount," as such term is defined below, then such
                      Severance Payments shall be reduced by the amount, not
                      exceeding 20% of such Severance Payments, as will provide
                      to Executive the greatest Net After-Tax Amount, such
                      reduction to be made from such payments under this
                      Agreement or such other of the Severance Payments not yet
                      paid to Executive as Executive shall specify. For this
                      purpose, the term "Net After-Tax Amount" shall mean the
                      net amount of the Severance Payments after deducting any
                      federal, state and local income tax and Excise Tax which
                      would be applicable to such Severance Payments. In the
                      event that the Excise Tax is subsequently determined to
                      differ from the amount taken into account hereunder at the
                      time of termination of employment, adjustments shall be
                      made in accordance with this Section 4(b)(ii) in light of
                      the revised determination.

               (iii)  All determinations, under this Section 4(b) shall be made
                      at the expense of the Company by a nationally recognized
                      public accounting firm mutually agreeable to Executive
                      and the Company, and such determination shall be binding
                      upon Executive and the Company.

          (c) No Mitigation, No Offset. In the event of any termination of
              ------------------------
employment under this Section 4, Executive shall be under no obligation to seek
other employment; amounts due Executive under this Agreement shall not be offset
by any remuneration attributable to any subsequent employment that he/she may
obtain.

          (d) Nature of Payments. Any amounts due under this Section 4 are in
              ------------------
the nature of severance payments considered to be reasonable by the Company and
are not in the nature of a penalty.

          (e) Exclusivity of Severance Payments. Upon termination of Executive's
              ---------------------------------
employment during the Term, he/she shall not be entitled to any severance
payments or severance benefits from the Company or any payments by the Company
on account of any claim by Executive of wrongful termination, including claims
under any federal, state or local human and civil rights or labor laws, other
than the payments and benefits provided in this Section 4. Any severance
agreement held by employee, shall only remain in effect if there has been no
payment under this agreement by the time of its expiration.


                                      -7-

<PAGE>


          (f) Release of Employment Claims. Executive agrees, as a condition to
              ----------------------------
receipt of the termination payments and benefits provided for in this Section
4, that he/she will execute a release agreement, a form of which is attached
hereto as Exhibit A, releasing any and all claims arising out of Executive's
employment.

     5.   Confidentiality and Related Covenants.
          -------------------------------------

          (a) Confidentiality. Executive shall not, at any time hereafter,
              ---------------
disclose to any person, firm or corporation or otherwise use any confidential
information regarding the customers, suppliers, market arrangements or methods
of operations of the Company, any constituent partner of the Company or any of
their respective parents, subsidiaries or affiliates or any other information of
the Company, any constituent partner of the Company or any of their respective
parents, subsidiaries or affiliates, except to the extent necessary to conduct
the business of the Company, or to comply with law or the valid order of a
governmental agency or court of competent jurisdiction. Without limiting the
generality of the foregoing, the Parties acknowledge and agree that all
information not otherwise generally known to the public relating to each of (i)
this Agreement, or (ii) the Company, any constituent partner of the Company or
any of their respective parents, subsidiaries or affiliates is confidential and
proprietary and is not to be disclosed, to any persons or entities or otherwise
used, except to the extent necessary to conduct the business of the Company, or
to comply with law or the valid order of a governmental agency or court of
competent jurisdiction.

          (b) Rights to Innovations. Any invention, improvement, design,
              ---------------------
development or discovery conceived, developed, invented or made by Executive,
alone or with others, during his employment hereunder and applicable to the
business of the Company, its parents, subsidiaries or affiliates shall become
the sole and exclusive property of the Company. Executive shall (i) disclose the
same completely and promptly to the Company, (ii) execute all documents
requested by the Company in order to vest in the Company the entire right, title
and interest, in and to the same, (iii) execute all documents required by the
Company for the filing, and prosecuting of such applications for patents,
copyrights and/or trademarks, which the Company, in its sole discretion, may
desire to prosecute, and (iv) provide to the Company all assistance it may
reasonably require including, without limitation, the giving of testimony in any
suit, action or proceeding, in order to obtain, maintain and protect the
Company's rights therein and thereto.

          (c) Non-Solicitation. Executive, except within the course of the
              ----------------
performance of his/her duties hereunder, shall not at any time while he/she is
in the employ of the Company, any constituent partner of the Company or any of
their respective parents, subsidiaries, or affiliates, and for 12 months
following the termination of such employment of Executive for any reason, (i)
employ any individual who is then employed by the Company, any constituent
partner of the Company or any of their respective parents, subsidiaries or
affiliates, or (ii) in any way cause, influence, or participate in the
employment of any individual which would be contrary to the Company's best
interests, as determined by the Company in its sole discretion.

          (d) Enforcement. Executive's services are unique and any breach or
              -----------
threatened breach by Executive of any provision of this Section 5 shall cause
the Company irreparable harm which cannot be remedied solely by damages. In the
event of a breach or threatened breach by Executive of any of the provisions of
this Section 5, the Company shall be entitled to injunctive relief restraining
Executive and any business, firm, partnership, individual, corporation or entity

                                      -8-

<PAGE>

participating in such breach or threatened breach. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
at law or in equity for such breach or threatened breach, including the recovery
of damages and the immediate termination of the employment of Executive
hereunder. If any of the provisions of or covenants contained in this Section 5
are hereafter construed to be invalid or unenforceable in a particular
jurisdiction, the same shall not affect the remainder of the provisions or the
enforceability thereof in that jurisdiction, which shall be given full effect,
without regard to the invalidity or unenforceability thereof in a particular
jurisdiction because of the duration and/or scope of such provision or covenant
in that jurisdiction and, in its reduced form, said provision or covenant shall
be enforceable. In all other jurisdictions this Section 5 shall at all times
remain in full force and effect. The obligations under this Section 5 shall
survive any termination of this Agreement.

     6.   Amendment or Termination.
          -------------------------

          Except as otherwise provided in this Section 6, this Agreement may be
amended or terminated only with the express mutual consent of the Company and
Executive and no amendment to the provisions of this Agreement by mutual consent
shall be effective unless such amendment is agreed to in writing and signed by
Executive and an authorized officer of the Company.

          Notwithstanding the preceding paragraph, after the first anniversary
of the Effective Date of this Agreement, the Agreement may be amended or
terminated by the Board without the consent of Executive; provided that, no such
amendment or termination of the Agreement without Executive's express consent
shall be effective unless the Company has provided Executive advance written
notice of the amendment or termination not less than one full year prior to the
proposed effective date of the amendment or termination; and further provided
that no such notice may be delivered at any time when a Change of Control is
proposed or pending (to the knowledge of the Board) or during the first year
following the Effective Date of the Agreement. If a Change of Control occurs
during the period between the time a notice of termination or amendment has been
given to Executive and the effective date described in such notice, the Term of
the Agreement shall automatically be extended until two years after the date on
which the Change of Control occurred, and any earlier termination date specified
in the notice shall automatically be revoked and not take effect.

     7.   Resolution of Disputes.
          -----------------------

          Any controversy or claim arising out of or relating to this Employment
Agreement, other than a claim for injunctive relief pursuant to Section 5(d),
shall be settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the "Rules") in effect at the
time demand for arbitration is made by any party. One arbitrator shall be named
by the Company, a second by the Executive and the third arbitrator shall be
named by the two arbitrators so chosen. In the event that the third arbitrator
is not agreed upon, he or she shall be named by the American Arbitration
Association. Arbitration shall occur in St. Petersburg, Florida. The award made
by all or a majority of the panel of arbitrators shall be final and binding, and
judgment may be entered in any court of law having competent jurisdiction. The
prevailing party shall be entitled to an award of reasonable attorney's fees,
costs and expenses incurred in connection with the arbitration and any judicial
proceedings related thereto.

                                      -9-

<PAGE>


     8.   Miscellaneous Provisions.
          -------------------------

          (a)  Effect of Agreement on Other Benefits. Except as specifically
               -------------------------------------
provided in this Agreement, the existence of this Agreement shall not be
interpreted to preclude, prohibit or restrict Executive's participation in any
other employee benefit or other plans or programs in which he/she currently
participates.

          (b)  Not an Employment Agreement. This Agreement is not, and nothing
               ---------------------------
herein shall be deemed to create, a contract of employment between Executive and
the Company. The Company may terminate the employment of Executive at any time,
subject to the terms of any employment agreement between the Company and
Executive that may then be in effect.

          (c)  Assignability: Binding Nature. This Agreement shall be binding
               -----------------------------
upon and inure to the benefit of the Parties and their respective successors,
heirs (in the case of Executive) and permitted assigns. No rights or obligations
of the Company under this Agreement may be assigned or transferred by the
Company except that such rights or obligations may be assigned or transferred in
connection with the sale or transfer of all or substantially all of the assets
of the Company, provided that the assignee or transferee is the successor to all
or substantially all of the assets of the Company and such assignee or
transferee assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement, either contractually or as a matter of law. The
Company further agrees that, in the event of a sale or transfer of assets as
described in the preceding sentence, it shall use its best efforts and take
whatever action or actions it legally can in order to cause such assignee or
transferee to expressly assume the liabilities, obligations and duties of the
Company hereunder. No rights or obligations of Executive under this Agreement
may be assigned or transferred by Executive other than his/her rights to
compensation and benefits, which may be transferred only by will or operation of
law, except as provided in Section 8(i) below.

          (d)  Representation. The Company represents and warrants that it is
               --------------
fully authorized and empowered to enter into this Agreement and that the
performance of its obligations under this Agreement will not violate any
agreement between it and any other person, firm or organization.

          (e)  Entire Agreement. This Agreement contains the entire
               ----------------
understanding and agreement between the Parties concerning the subject matter
hereof and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the Parties with
respect thereto.

          (f)  No Waiver. No waiver by either Party of any breach by the other
               ---------
Party of any condition or provision contained in this Agreement to be performed
by such other Party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time. Any waiver
must be in writing and signed by Executive or an authorized officer of the
Company, as the case may be.

          (g)  Severability. In the event that any provision or portion of this
               ------------
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.

                                     -10-

<PAGE>



          (h)  Survivorship. The respective rights and obligations of the
               ------------
Parties hereunder shall survive any termination of Executive's employment to the
extent necessary to the intended preservation of such rights and obligations.

          (i)  Beneficiaries. Executive shall be entitled, to the extent
               -------------
permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death by giving the Company written notice thereof. In the event of
Executive's death or a judicial determination of his/her incompetence,
references in this Agreement to Executive shall be deemed, where appropriate, to
refer to his/her beneficiary, estate or other legal representative.

          (j)  Governing Law/Jurisdiction. This Agreement shall be governed by
               --------------------------
and construed and interpreted in accordance with the laws of the State of
Florida without reference to principles of conflict of laws. Subject to Sections
5(d) and 7, the Company and Executive hereby consent to the jurisdiction of any
or all of the following courts for purposes of resolving any dispute under this
Agreement: (1) the United States District Court for Florida or (ii) any of the
courts of the State of Florida. The Company and Executive further agree that
any service of process or notice requirements in any such proceeding shall be
satisfied if the rules of such court relating thereto have been substantially
satisfied.  The Company and Executive hereby waive, to the fullest extent
permitted by applicable law, any objection which it or he/she may now or
hereafter have to such jurisdiction and any defense of inconvenient forum.

          (k)  Notices. Any notice given to a Party shall be in writing and
               -------
shall be deemed to have been given when delivered personally or sent by
certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the Party concerned at the address indicated below or to such
changed address as such Party may subsequently give such notice of:

     If to the Company:           Danka Business Systems PLC
                                  Masters House
                                  107 Hammersmith Road
                                  London England W14 OQH


                                  Attention: Secretary

                                  Danka Office Imaging Company
                                  11201 Danka Circle North
                                  St. Petersburg, FL 33716

                                  Attention: General Counsel


     If to Executive:             Ernest R. Miller
                                  8 Mile Post Lane
                                  Pittsford, NY 14534

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<PAGE>



          (1)  Headings. The headings of the sections contained in this
               --------
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.


          (m)  Counterparts. This Agreement may be executed in two or more
               ------------

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.


                                   DANKA BUSINESS SYSTEMS PLC


                                   By:   Brian L. Merriman
                                        --------------------------
                                   Name: Brian L. Merriman
                                   Title: President & Chief Operating Officer


                                   DANKA OFFICE IMAGING COMPANY


                                   By:   Brian L. Merriman
                                        --------------------------
                                   Name: Brian L. Merriman
                                   Title: President & Chief Operating Officer



                                   Ernest R. Miller
                                   ------------------------------
                                   Ernest R. Miller


                                     -12-


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                                                                       EXHIBIT A


                               RELEASE OF CLAIMS
                               -----------------


DEFINITIONS:   I, Ernest R. Miller, ("Employee"), intend all words used in this
-----------
Release to have their plain meaning in ordinary English. Technical legal words
are not needed to describe what I mean. Specific terms I use in this Release
have the following meanings:

          I,  Me, and My include both me and anyone who has or obtains any legal
          -   --      --
          rights or claims through me.

          Employer, as used herein, shall at all times mean Danka Business
          --------
          Systems PLC (the "Company"), Danka Office Imaging Company ("Danka"),
          or any parent company, subsidiaries, affiliated companies or entities
          and their employees, officers, directors, successors and assigns, its
          attorneys, consultants and agents, whether in their individual or
          official capacities.

          My Claims means all of the rights I have to any relief of any kind
          ---------
          from Employer, whether or not I now know about those rights, arising
          out of or in any way related to my employment with Employer, my
          termination of employment, or any employee benefit plan, including,
          but not limited to, common law, or equitable claims, claims for
          violation or breach of any employment agreement or understanding;
          fraud or misrepresentation; and any statutory claims including alleged
          violations of the, the federal Age Discrimination in Employment Act,
          the Americans with Disabilities Act, or any other federal, state, or
          local civil rights laws or ordinances, defamation; intentional or
          negligent infliction of emotional distress; breach of the covenant of
          good faith and fair dealing; promissory estoppel; negligence, wrongful
          termination of employment, any other claims; provided, however, that
          My Claims do not include claims for payments or benefits which are to
          continue for a specified period of time following my termination of
          employment in accordance with Section 4 of the Change of Control
          Agreement between the Company, Danka, and me dated as of
          ____________________, 2001, or any employee benefit plan, or option or
          award thereunder, in effect at the time of termination.

Agreement to Release My Claims. I am receiving a substantial amount of money,
------------------------------
among other things, from Employer as consideration for my Release of My Claims.
I agree to give up all My Claims against the Employer as defined above. I will
not bring any lawsuits, file any charges, complaints, or notices, or make any
other demands against the Employer or any of its employees or agents based on
any allegation included in My Claims. The money I am receiving is a full and
fair payment for the release of all My Claims.

Additional Agreements and Understandings. Even though the Employer is paying
----------------------------------------
me to release My Claims, the Employer expressly denies that it is responsible
or legally obligated for My Claims or that is has engaged in any wrongdoing.



<PAGE>


     I understand that I may have twenty-one (21) calendar days from the day
that I receive this Release, not counting the day upon which I receive it, to
consider whether I wish to sign this Release. I further understand that the
Employer recommends that I consult with an attorney before executing this
Release. I agree that if I sign this Release before the end of the twenty-one
(21) day period, it is because I have decided that I have already had sufficient
time to decide whether to sign the Release.

     I understand that I may rescind (that is, cancel) this Release within seven
(7) calendar days of signing it to reinstate federal civil rights claims (if
any). To be effective, my rescission must be in writing and delivered to the
Employer, Attention General Counsel, Danka, 11201 Danka Circle North, St.
Petersburg, Florida, 33716, either by hand or by mail within the required
period. If sent by mail, the rescission must be:

          Postmarked within the relevant period;

          Properly addressed to the General Counsel; and

          Sent by certified mail, return receipt requested.

     I have read this Release carefully and understand all its terms. I have had
     the opportunity to review this Release with my own attorney. In agreeing to
     sign this Release, I have not relied on any statements or explanations made
     by the Employer or its agents other than those set forth in the Release and
     Change of Control Agreement.

     I understand and agree that this Release and Change of Control Agreement
to which it is attached contain all the agreements between the Employer and me.
We have no other written or oral agreements.


Dated: _____________________

____________________________

Witness:____________________


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