<PAGE>

                                                                   Exhibit 10.38

                           DANKA BUSINESS SYSTEMS PLC

________________________________________________________________________________

                   Change of Control Agreement for Todd Mavis
________________________________________________________________________________

<PAGE>

                           DANKA BUSINESS SYSTEMS PLC

    ____________________________________________________________________________

                   Change of Control Agreement for Todd Mavis
    ____________________________________________________________________________

                                                                            Page
                                                                            ----

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


<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 Todd Mavis, 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 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.

<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; provided,
                           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)(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 28OG(b)(4) of the Code in
                                           excess of the base amount within the
                                           meaning of Section 28OG(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)(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.

                     (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.

                                      -7-

<PAGE>

         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 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

                                      -8-

<PAGE>

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.

     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

                                      -9-

<PAGE>

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.

          (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.

                                      -10-

<PAGE>

          (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:         Todd Mavis
                                        11201 Danka Circle North
                                        St. Petersburg, Florida 33716

          (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
               ------------

                                      -11-

<PAGE>

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

                                             DANKA BUSINESS SYSTEMS PLC

                                             By:   _____________________________
                                             Name:
                                             Title:

                                             DANKA OFFICE IMAGING COMPANY

                                             By:   _____________________________
                                             Name:
                                             Title:

                                             ___________________________________
                                             Todd Mavis

                                      -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:____________________

                                       -2-