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                                   EXHIBIT 4.9

                       FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") is
made and entered into as this 5TH day of December, 1997 among DANKA BUSINESS
SYSTEMS PLC, a limited liability company incorporated in England and Wales
(Registered Number 1101386) ("Danka PLC"), DANKALUX SARL & CO. SCA, a Luxembourg
company ("Dankalux"), and DANKA HOLDING COMPANY, a Nevada corporation ("Danka
Holding") (Danka PLC, Dankalux and Danka Holding are herein each a "Company" and
collectively the "Companies"), NATIONSBANK, NATIONAL ASSOCIATION, a national
banking association formerly known as NationsBank, National Association
(Carolinas) each other Bank signatory hereto (each individually, a "Bank" and
collectively, the "Banks"), and NATIONSBANK, NATIONAL ASSOCIATION, in its
capacity as agent for the Banks (in such capacity, the "Agent");

                              W I T N E S S E T H:

         WHEREAS, the Companies, the Banks and the Agent have entered into a
Credit Agreement as of December 5, 1996 (as amended hereby and as from time to
time further amended, supplemented or replaced, the "Credit Agreement"),
pursuant to which the Banks agreed to make certain revolving credit, term loan
and letter of credit facilities available to the Companies; and

         WHEREAS, the Companies have requested that the Credit Agreement be
amended in the manner set forth herein and the Agent and the Banks are willing
to agree to such amendment;

         NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:

         1. Definitions. Any capitalized terms used herein without definition
shall have the meaning set forth in the Credit Agreement. The term "Credit
Agreement" as used herein and in the Loan Documents shall mean the Credit
Agreement as amended hereby and as from time to time further amended,
supplemented and replaced.


         2. Amendment. Subject to the terms and conditions set forth herein,

                  (a) the definition of "Adjusted Consolidated Net Worth" in
         Section 1.1 of the Credit Agreement is hereby amended in its entirety
         so that as amended it shall read as follows:

                  "Adjusted Consolidated Net Worth" means the Consolidated Net
                  Worth of Danka PLC and its Subsidiaries, minus Investments
                  made by Danka PLC and its Subsidiaries after the Effective
                  Date in Excluded Country Subsidiaries.


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                  (b) the definition of "Consolidated Fixed Charge Coverage
         Ratio" in Section 1.1 of the Credit Agreement is hereby amended by
         replacing the words "dividends for such period, plus" appearing in
         Subsection (ii)(B) of such definition with the words "dividends for
         such period." and by deleting Subsection (ii)(C) in its entirety from
         such definition.

                  (c) a new definition "Consolidated Net Worth" is hereby added
         to Section 1.1 immediately following the definition "Consolidated Fixed
         Charge Coverage Ratio" which definition shall read as follows:

                  "Consolidated Net Worth" means consolidated net worth of Danka
                  PLC and its Subsidiaries determined in accordance with GAAP
                  plus or minus, as the case may be, the positive or negative
                  amount of the balance in excess of $50,000,000 in the currency
                  translation adjustment account."

                  (d) the definition of "Included County" in Section 1.1 is
         hereby amended to read in its entirety as follows:

                  "Included Country" means (i) any country within which Danka
                  PLC is doing business through one or more Subsidiaries
                  operating in such country as of the Effective Date and either
                  the combined assets of such Subsidiaries or the revenues of
                  such Subsidiaries for any fiscal year of Danka PLC equals or
                  exceeds three percent (3%) of total combined assets or total
                  revenues of Danka PLC and its Subsidiaries on a consolidated
                  basis, and (ii) any additional country from time to time
                  selected by the Companies, as an Included Country, provided,
                  however, that the Companies, in exercising such discretion,
                  shall be required to comply with the requirements of Section
                  7.8(i) hereof. The Included Countries as at the Closing Date
                  are listed on Schedule III to the Credit Agreement.

                  (e) Subsection 7.1(a) of the Credit Agreement is hereby
         amended to read in its entirety as follows:

                  "As soon as available and in any event within 60 days after
                  the end of each of the first three fiscal quarters of each
                  fiscal year of Danka PLC, the consolidated balance sheets of
                  Danka PLC and its Subsidiaries, such balance sheets and
                  statements of earnings and cash flow, where required, in the
                  case of Danka PLC and its Subsidiaries, to be prepared in
                  accordance with GAAP in a manner consistent with past
                  practices of Danka PLC, certified by the chief financial
                  officer, treasurer or the secretary-controller of Danka PLC;"

                  (f) Subsection 7.1(b) of the Credit Agreement is hereby
         amended to read in its entirety as follows:

                  "As soon as available and in any event within 120 days after
                  the end of each fiscal year of Danka PLC, a copy of the annual
                  audit report for such fiscal year for Danka PLC and its
                  Subsidiaries, including therein the consolidated balance sheet


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                  of Danka PLC and its Subsidiaries as of the end of such fiscal
                  year and consolidated statements of earnings and cash flow of
                  Danka PLC and its Subsidiaries for such fiscal year, certified
                  without any Impermissible Qualification by KPMG Audit PLC or
                  other internationally recognized independent public
                  accountants, together with a certificate from such accountants
                  to the effect that (I) the consolidated financial statements
                  have been prepared in accordance with GAAP consistently
                  applied and present fairly the financial condition and results
                  of operations of Danka PLC and its Subsidiaries and (ii) in
                  making the examination necessary for the signing of such
                  annual report by such accountants, they have not become aware
                  of any Default or Event of Default that has occurred and is
                  continuing, or, if they have become aware of such Default or
                  Event of Default, describing such Default or Event of Default
                  and the steps, if any, being taken to cure it;"

                  (g) Subsection 8.4(c) of the Credit Agreement is hereby
         amended by deleting the figure "10%" appearing in the fifth line of
         said Subsection (c) and replacing such figure with the following
         figure: "25%".

         3. Effectiveness. This First Amendment shall become effective as of the
date hereof upon receipt by the Agent of six (6) fully executed copies of this
First Amendment (which may be signed in counterparts) signed by the Companies
and the Majority Banks.

         4. Representations and Warranties. In order to induce the Agent and the
Banks to enter into this First Amendment, the Companies represent and warrant to
the Agent and the Banks as follows:

                  (a) There has been no material adverse change in the
         condition, financial or otherwise, of Danka PLC and its Subsidiaries,
         taken as a whole, since the date of the most recent financial reports
         of Danka PLC received by the Agent and the Banks under Section 7.1 of
         the Credit Agreement;

                  (b) The business and properties of Danka PLC and its
         Subsidiaries, taken as a whole, are not, and since the date of the most
         recent financial report of Danka PLC and its Subsidiaries received by
         the Agent and the Banks under Section 7.1 of the Credit Agreement, have
         not been adversely affected in any substantial way as the result of any
         fire, explosion, earthquake, accident, strike, lockout, combination of
         workers, flood, embargo, riot, activities of armed forces, war or acts
         of God or the public enemy, or cancellation or loss of any major
         contracts; and

                  (c) No event has occurred and is continuing which constitutes,
         and no condition exists which upon the consummation of the transaction
         contemplated hereby would constitute, a Default or an Event of Default
         under the Credit Agreement, either immediately or with the lapse of
         time or the giving of notice, or both.

         5. Guarantors. Each of the Companies being the direct, or indirect
owner of all or substantially all the Guarantors hereby consents to this
amendment on behalf of such Guarantors.

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         6.  Entire Agreement. This First Amendment sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter.

         7.  Full Force and Effect of First Amendment. Except as hereby
specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.

         8.  Counterparts. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

         9.  Governing Law. This First Amendment shall in all respects be
governed by the laws and judicial decisions of the State of Florida.

         10. Enforceability. Should any one or more of the provisions of this
First Amendment be determined to be illegal or unenforceable as to one or more
of the parties hereto, all other provisions nevertheless shall remain effective
and binding on the parties hereto.

         11. Credit Agreement. All references in any of the Loan Documents to
the Credit Agreement shall mean the Credit Agreement as amended hereby.

                            [Signature page follows]


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Charlotte by their proper and duly authorized
officers as of the day and year first above written.

WITNESS:                            DANKA BUSINESS SYSTEMS PLC


                                    By: /s/  David C. Snell
---------------------------            -----------------------------------
                                    Name:  David C. Snell
                                    Title:  Finance Director

                                    DANKA HOLDING COMPANY

                                    By:  /s/  Paul K. Suijk
---------------------------            -----------------------------------
                                    Name:   Paul K. Suijk 
                                    Title:  Sup. Corporate Treasurer
---------------------------

                                    DANKALUX SARL & CO. SCA
                                    BY: DANKALUX SARL, COMMANDITE

                                    By:   /s/  Jean-Pierre Leburton
---------------------------            -----------------------------------
                                    Name:   Jean-Pierre Leburton
                                    Title:  Manager
---------------------------


                                    NATIONSBANK, N.A., as Agent and
                                    Issuing Bank

                                    By:   /s/  Reinhard Freimuth
                                       -----------------------------------
                                    Name:  Reinhard Freimuth
                                    Title:  Vice President


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