<PAGE>

                                                                   Exhibit 10.37

                           DANKA BUSINESS SYSTEMS PLC

          ____________________________________________________________

                  Change of Control Agreement for David P. Berg
          ____________________________________________________________

<PAGE>

                           DANKA BUSINESS SYSTEMS PLC
          ____________________________________________________________

                  Change of Control Agreement for David P. Berg
          ____________________________________________________________

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

2.       Term of Agreement ................................................  3

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 _____ day of November, 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 David P. Berg, an individual (the "Executive").


                              W I T N E S S E T H:
                              --------------------

          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 fol1ows:

     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.

<PAGE>

          (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 Code or any other tender 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.

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.

                                       -2-

<PAGE>

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

                   (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; provides however, that

                                      -3-

<PAGE>

                              Executive continues to meet substantially all
                              eligibility requirements thereof,


                        (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:

                                       -4-

<PAGE>

               (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;

               (ii)      an amount equal to two (2) full years 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, at a
                         minimum, calculated as if the target performance levels
                         were satisfied for the fiscal year 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 two times the annual bonus
                         Executive would have earned for the fiscal year of
                         termination, at a minimum, calculated as if the target
                         performance levels were satisfied for the fiscal year
                         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

                                       -5-

<PAGE>

                         pre-existing condition exclusions) as a result of
                         Executive's employment in a new position; and

              (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)(l) 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
                                    28OG(b)(l) 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.

                                       -7-

<PAGE>

                 (f) Release of Employment Claims. Executlve agrees, as a
                     ----------------------------
condition to receipt of the termination payments and benefits provided for in
this Section 4, that he/she wil1 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 participating in such breach or threatened breach.
 Nothing herein shall be construed as prohibiting

                                       -8-

<PAGE>

 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 even 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) Severabilitv. 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: (i) 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:    David P. Berg
                                        11201 Danka Circle North
                                        St. Petersburg, Florida 33716

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<PAGE>

          (l) 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:    /s/ Lang Lowrey
                                                   ---------------------------
                                            Name:  Lang Lowrey
                                            Title: Chief Executive Officer


                                            DANKA OFFICE IMAGING COMPANY

                                            By:    /s/ Lang Lowrey
                                                   ---------------------------
                                            Name:  Lang Lowrey
                                            Title: Chief Executive Officer


                                            /s/ David P. Berg
                                            ----------------------------------
                                            DAVID P. BERG

                                      -12-

<PAGE>

                                                                       EXHIBIT A

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

DEFINITIONS:    I,____________________, ("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 August _________, 2000, 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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