<PAGE>

                                    AMENDMENT

         Amendment (this "Amendment"), dated as of October 9, 2001, among
General Electric Capital Corporation ("GE Capital"), Danka Business Systems PLC
("Danka") and Danka Office Imaging Company ("Danka OI").

         WHEREAS, GE Capital and Danka are parties to that certain Amended and
Restated Global Operating Agreement dated as of March 31, 2000 (as amended, the
"Global Operating Agreement"); and

         WHEREAS, GE Capital and Danka OI are parties to that certain U.S.
Direct Operating Agreement dated effective as of March 31, 2000 (as amended, the
"U.S. Direct Operating Agreement"); and

         WHEREAS, Danka OI and GE Capital are parties to that certain License
Agreement effective March 31, 2000 (as amended, the "License Agreement");

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below, the parties hereto hereby agree as follows:

     1.  Capitalized Terms. Capitalized terms used in this Amendment and not
herein defined shall have the respective meanings set forth in the Global
Operating Agreement.

     2.  Amendments to Global Operating Agreement. Effective immediately, the
Global Operating Agreement is hereby amended as follows:

         (a)      Section 1.1 of the Global Operating Agreement is hereby
amended and restated to read in its entirety as follows:

                  "1.1     Programs.

                  (a)      Danka and GE Capital acknowledge that, from time to
         time, the parties hereto and/or their respective Affiliates may enter
         into Programs to support sales of Equipment by Danka or its Affiliates.
         The terms and conditions of each Program shall be as set forth in the
         Principal Documents relating to such Program.

                  (b)      As of December 27, 1997, the parties hereto and
         certain of their respective Affiliates, among others, entered into a
         Program for Danka's United States-based Affiliates governed by the
         Principal Documents set forth on Schedule 1.1 hereof and relating
         thereto (the "United States Program - Trust Structure"). As of the date
         hereof, Danka Office Imaging Company and GE Capital are entering into a
         Program providing for the origination of certain Leases by GE Capital
         pursuant to the U.S. Direct Operating Agreement (the "United States
         Program - Direct Structure").

                  (c)      [Intentionally Omitted]

                  (d)      [Intentionally Omitted]

                                       1
<PAGE>

                  (e)      Danka and GE Capital, on behalf of themselves and
         their respective Affiliates, hereby agree that (i) except to the extent
         provided in subsection (f) below, neither GE Capital nor any Program
         Affiliates shall have any obligation to (A) enter into, purchase or
         otherwise acquire any Lease from, (B) purchase or otherwise acquire any
         Equipment from or (C) otherwise finance any Equipment sold, leased or
         distributed by, Danka or any of its Affiliates, in any case, pursuant
         to the United States Program - Trust Structure and (ii) except as
         provided in clause (i) above, all of the terms and conditions of the
         Principal Documents related to the United States Program - Trust
         Structure shall continue in full force and effect including, without
         limitation, as they relate to the Leases outstanding thereunder, until
         they are terminated in accordance with their terms or as otherwise
         agreed by the parties thereto. By way of clarification and not by way
         of limitation, Danka and GE Capital, on behalf of themselves and their
         respective Affiliates, agree that, except to the extent provided in
         subsection (f) below, neither GE Capital nor any of its Program
         Affiliates shall have any obligation to take any of the actions
         described in clause (i) of this subsection (e) pursuant to, or in
         connection with, the United States Program - Trust Structure from and
         after the date of this Agreement.

                  (f)      Notwithstanding subsection (e) hereof, Danka and GE
         Capital agree that, subject to all of the terms and conditions of the
         Principal Documents that relate to the United States Program - Trust
         Structure (including, without limitation, Section 6.1 of the Servicing
         Agreement, dated as of December 22, 1997, constituting a part thereof),
         Danka shall be entitled to submit prospective Financings of Leases and
         Equipment to GE Capital (or the applicable Program Affiliate) for
         consideration to be included under such U.S. Program, if, at the time
         such prospective Financing is submitted by Danka or its Affiliates to
         GE Capital (or the applicable Program Affiliate):

                           (i)      the Equipment that is the subject of such
                  prospective Financing is an add-on or upgrade to Equipment
                  that is presently financed pursuant to a Lease that was
                  entered into pursuant to the United States Program - Trust
                  Structure; or

                           (ii)     such prospective Financing would be a "lease
                  schedule" entered into pursuant to the terms of a "master
                  lease" that was Financed pursuant to the United States Program
                  - Trust Structure; or

                           (iii)    the Customer under such prospective
                  Financing is already the lessee or obligor under a Lease that
                  was entered into pursuant to the United States Program - Trust
                  Structure and has requested "summary" billing or that all
                  rental and other charges associated with the Equipment it owns
                  or uses pursuant to any Lease be billed to it on a
                  consolidated basis; or

                           (iv)     GE Capital and Danka mutually agree thereto.

                  (g)      To the extent that Danka and GE Capital, and/or their
         respective Affiliates, shall hereafter enter into any additional
         Programs, relating to jurisdictions outside of the United States,
         Schedule 1.1 shall be amended to refer to such Programs and

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<PAGE>

         to specify the Principal Documents, Program Affiliates and any
         Incentive Management Payment Provisions relating to such Programs."

         (b)      Subsection (e) of Section 2.1 of the Global Operating
Agreement is hereby amended by adding the words "quality scorecards and" to such
subsection in the first line thereof after the word "review".

         (c)      The Global Operating Agreement is hereby amended by adding the
following as Subsection (k) to Section 4.1:

         "(k) Danka shall deliver to GE Capital, on or before the date that is
         fifteen (15) days after Danka shall have filed any quarterly report
         under the Securities Exchange Act of 1934, a certificate setting forth
         United States Reprographic Hardware Sales for the quarter and the
         portion of any Measurement Period then ended, certified by Danka's
         Chief Financial Officer as true and correct in all material respects,
         to the best of his knowledge, after due inquiry. In addition to the
         foregoing, Danka shall deliver to GE Capital, on or before the date
         that is fifteen (15) days after Danka shall have filed any annual
         report under the Securities Exchange Act of 1934, a certificate setting
         forth United States Reprographic Hardware Sales for the year and the
         Measurement Period then ended, certified by Danka's Chief Financial
         Officer as true and correct in all material respects, to the best of
         his knowledge, after due inquiry."

         (d)      The last sentence of Section 7.1(b) of the Global Operating
Agreement is hereby amended and restated to read in its entirety as follows:

         "For the avoidance of doubt, the parties agree that except for (x) the
         obligations of Danka under Article VIII in respect of Measurement
         Periods ending on or prior to the date of termination of this Agreement
         and (y) the obligations of Danka under Sections 8.2(b) and 8.2(g)
         (which obligations shall survive termination of this Agreement),
         Article VIII of this Agreement shall not survive the termination of
         this Agreement."

         (e)      The dates "April 1, 2002," "March 31, 2003" and "April 1,
2003" set forth in the first, seventh and ninth lines of Section 7.2 of the
Global Operating Agreement shall be changed to "April 1, 2005," "March 31, 2006"
and April 1, 2006", respectively.

         (f)      The Global Operating Agreement is hereby amended by adding the
following as Subsection (d) to Section 7.4:

                  "(d) Upon the occurrence and continuance of a Qualifying
                  Change in Control of Danka, Danka shall have the right, at its
                  sole discretion and upon at least 20 Business Days' prior
                  written notice to GE Capital, to terminate this Agreement,
                  effective at any time on or after January 1, 2002, as and to
                  the extent provided in subsection 7.1(b) hereof (such
                  termination shall not be effective retroactively and the
                  effective date of such termination shall not pre-date January
                  1, 2002.)"

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<PAGE>

         (g)      Section 7.5 of the Global Operating Agreement is hereby
amended and restated to read in its entirety as follows:

         "7.5 Effect of Termination; Termination Fee and Alternative Termination
Fee.

         (a)      In the event a party terminates this Agreement pursuant to
     Section 7.4 as a result of a Danka Event of Default or a GE Capital Event
     of Default, such party shall have the right to exercise all rights and
     remedies as may be available in law or in equity, including, without
     limitation, claims for Damages.

         (b)      If GE Capital terminates this Agreement pursuant to Section
     7.4 due to the occurrence and continuance of

                  (i)      a Qualifying Change in Control of Danka and there has
     been an Impairment with respect to Danka; or

                  (ii)     a Complete Cessation of Distribution of Office
     Imaging Solutions; or

                  (iii)    a Complete Cessation of Service; or

                  (iv)     the dissolution or liquidation of Danka or any of its
     Affiliates (other than a Permitted Reorganization with respect to such
     Person) that is a party to any Principal Document relating to a U.S.
     Program or the French Program; or

                  (v)      a Bankruptcy Event with respect to Danka or any of
     its Affiliates that is a party to any Principal Document relating to the
     U.S. Program that is active at the time of such termination,

     then no later than ten (10) days after such termination, Danka shall pay
     the Termination Fee to GE Capital. In the event Danka pays GE Capital the
     Termination Fee pursuant to this Section 7.5, then the parties agree that
     Danka shall not be also obligated to GE Capital in respect of a Trigger
     Payment that would otherwise be payable pursuant to this Agreement in
     connection with any Measurement Period which Measurement Period is included
     in the calculation of the amount of such Termination Fee.

     (c) If Danka terminates this Agreement pursuant to Section 7.4 due to the
     occurrence and continuance of a Qualifying Change in Control of Danka then
     no later than ten (10) days after such termination, Danka shall pay the
     Alternative Termination Fee to GE Capital. In the event Danka pays GE
     Capital the Alternative Termination Fee pursuant to this Section 7.5, then
     the parties agree that Danka shall not be also obligated to GE Capital in
     respect of a Trigger Payment that would otherwise be payable pursuant to
     this Agreement in connection with any Measurement Period which Measurement
     Period is included in the calculation of the amount of such Alternative
     Termination Fee.

     (d) Interest on any unpaid amounts that remain due and payable for more
     than 30 days after written notice that such amount is due and owing shall
     have been given to the obligor of such amount shall accrue from the date
     such amount became overdue at an

                                       4
<PAGE>

     annual rate of 12% (or, if not permitted by applicable law, such lower rate
     as may be permitted), until paid, before as well as after judgment."

         (h)      Article VIII of the Global Operating Agreement is hereby
amended and restated to read in its entirety as follows:

                                  "Article VIII
                                 Volume Payments
                                 ---------------

                  8.1      Target Volume. For each Measurement Period, Danka
     shall, and shall cause its Affiliates to, use reasonable efforts to enter
     into sufficient Financings in order that the aggregate Volume with respect
     to such Measurement Period shall be at least equal to the target volume for
     such period as set forth in the following table (subject to Section 8.2(b)
     with respect to any Interrupted Measurement Period, the "Target Volume"):

         Measurement Period              Target Volume
         ------------------              -------------

         From 4/1/99 through 3/31/00     $220.0 million

         From 4/1/00 through 3/31/01     $245.0 million

         From 4/1/01 through 3/31/02     The greater of (x) the Sales Volume for
                                         such Measurement Period and (y)
                                         $170.0 million

         From 4/1/02 through 3/31/03     The greater of (x) the Sales Volume
                                         for such Measurement Period and (y)
                                         $164.0 million

         From 4/1/03 through 3/31/04     The Sales Volume for such
                                         Measurement Period

         From 4/1/04 through 3/31/05     The Sales Volume for such Measurement
                                         Period

         From 4/1/05 through 3/31/06     The Final Year Sales Volume for such
                                         Measurement Period


     The sole remedy of GE Capital for any failure by Danka to use such efforts
     or meet the Target Volume in any Measurement Period shall be Danka's
     obligation to make Trigger

                                       5
<PAGE>

     Payments pursuant to Section 8.2 below (provided that the foregoing shall
     not limit any rights or remedies of GE Capital in respect of the breach by
     Danka of any other provision of this Agreement). Any failure by Danka to
     use such efforts or meet the Target Volume in any Measurement Period shall
     not be deemed to be or constitute a Danka Event of Default.

                  8.2      Trigger Payments.

                  (a)      Within 15 days after Danka shall have reported to GE
     Capital the annual United States Reprographic Hardware Sales with respect
     to each Measurement Period (or 15 days after the date that the last item of
     Backlog (as such term is defined in the U.S. Direct Operating Agreement) is
     Financed by GE Capital pursuant to the U.S. Direct Operating Agreement ),
     GE Capital shall deliver to Danka a notice setting forth (i) the Actual
     Volume, Adjusted Target Volume and Approval Rate, in each case, for such
     Measurement Period and (ii) the calculations provided below setting forth
     the amount of any cash payment required to be made by Danka to GE Capital
     pursuant to this Section 8.2 with respect to such Measurement Period (a
     "Trigger Payment"). All such information and calculations shall be
     certified by the Manager of Finance of GE Capital VFS's Center for
     Specialized Alliances (in his capacity as such) as being true and correct
     in all material respects, to the best of his knowledge, after due inquiry.
     Within 15 days after the end of each calendar quarter in a Measurement
     Period (other than a calendar quarter that is the end of such Measurement
     Period), GE Capital shall deliver to Danka its good faith estimate of the
     Volume funded by GE Capital or its Program Affiliates during such
     Measurement Period through the end of such calendar quarter, the Approval
     Rate, the aggregate amount proposed to be Financed by GE Capital or any
     Program Affiliate in connection with all of the Prospective Financings
     submitted by Danka or any of its Affiliates to GE Capital or any Program
     Affiliate in connection with the Qualifying Programs and the Funding Rate,
     in each case in respect of the period beginning on the first day of such
     Measurement Period and ending on the last day of such calendar quarter.

                  (b)      If this Agreement is terminated and such termination
     results in an Interrupted Measurement Period, then any Trigger Payment due
     in respect of such Interrupted Measurement Period shall be calculated in
     accordance with subsection (c) hereof without giving effect to the fact
     that such Measurement Period is an Interrupted Measurement Period; provided
     that the Target Volume for such Interrupted Measurement Period shall be
     calculated on a pro rated basis calculated based on the actual number of
     days (365 or 366) in the Measurement Period during which such termination
     occurs. By way of example, if the Target Volume was $170 million for the
     Measurement Period during which the termination occurred, such Measurement
     Period consisted of 365 days and the Agreement was terminated on the 100th
     day of such Measurement Period, the Target Volume for such Interrupted
     Measurement Period would be equal to (i) 100 multiplied by the quotient of
     $170 million divided by 365 or (ii) $46,575,342.

                  (c)      If the amount of the Actual Volume for any
     Measurement Period is less than the Adjusted Target Volume for such
     Measurement Period (a "Volume Shortfall"), then the Trigger Payment due to
     GE Capital for such Measurement Period shall be an amount equal to the
     product of (i) the excess of the Adjusted Target Volume

                                       6
<PAGE>

     over the Actual Volume, in each case, calculated for such Measurement
     Period multiplied by (ii) 4.75%.

                  (d)      Danka shall pay to GE Capital the amount of any
     Trigger Payment no later than 15 days after delivery by GE Capital of the
     related notice under Section 8.2(a).

                  (e)      Any amounts funded by GE Capital or any Program
     Affiliate in respect of Backlog (as such term is defined in the U.S. Direct
     Operating Agreement) shall be included for purposes of determining any
     Trigger Payment and Termination Fee due pursuant to the terms of this
     Agreement.

         (i)      The following definitions contained in Appendix I to the
Global Operating Agreement are hereby amended as follows:

                           (i)      The definition of "Adjusted Target Volume"
     is hereby amended by deleting the last two sentences thereof in their
     entirety.

                           (ii)     The definitions of "Aggregate Volume,"
     "Carry Back Volume Credit," "Carry Forward Volume Credit", "Excess Volume
     Measurement Period," "Fiscal Year Start Date," "Look Back Measurement
     Period" and "Trigger Payment Return" are each hereby deleted in their
     entirety.

                           (iii)    The definition of "Actual Volume" is hereby
     amended and restated to read in its entirety as follows:

                  "'Actual Volume' for any Measurement Period that is not an
            Interrupted Measurement Period means the sum of (x) all Volume with
            respect to such Measurement Period, to be measured commencing on the
            first day of such period and ending on the last day of such period
            minus (y) an amount equal to the Exclusion Amount (if any), and for
            any Measurement Period that is an Interrupted Measurement Period,
            means the sum of (x) all Volume with respect to such Interrupted
            Measurement Period, to be measured commencing on the first day of
            such period and ending on the day this Agreement is terminated minus
            (y) an amount equal to the Exclusion Amount (if any) and thereafter
            prorated in the manner set forth in Section 8.2(b) to reflect the
            actual number of days comprising the Interrupted Measurement Period.

                           (iv)     The definition of "Measurement Period" is
     hereby amended and restated to read in its entirety as follows:

                           " 'Measurement Period' means a twelve-month period
            from April 1, 1999 through March 31, 2000; from April 1, 2000
            through March 31, 2001; from April 1, 2001 through March 31, 2002;
            from April 1, 2002 through March 31, 2003; from April 1, 2003
            through March 31, 2004; from April 1, 2004 through March 31, 2005;
            or from April 1, 2005 through March 31, 2006."

                                       7
<PAGE>

                           (v)      The definition of "Termination Fee" is
     hereby amended and restated to read in its entirety as follows:

                           " 'Termination Fee' means, as of the date that this
            Agreement is terminated pursuant to Section 7.4 hereof, an amount
            equal to the sum of (i) the Trigger Payment that would be due in
            respect of the Interrupted Measurement Period during which the
            termination date occurred, assuming that the Actual Volume for such
            Measurement Period was equal to the aggregate Actual Volume funded
            by GE Capital or the applicable Program Affiliates during such
            Interrupted Measurement Period prior to the date this Agreement is
            terminated and without giving effect to the terms of Section 8.2(b)
            (after calculating the Adjusted Target Volume for such Interrupted
            Measurement Period), plus (ii) an amount equal to the greater of (x)
            zero, and (y) an amount equal to the product of (i) $565,000,000
            minus the sum of the aggregate Actual Volume funded by GE Capital or
            the applicable Program Affiliates during all previous Measurement
            Periods (and the Interrupted Measurement Period) as measured from
            4/1/01 to the date that this Agreement is terminated pursuant to
            Section 7.4 hereof multiplied by (ii) 4.75%. For purposes of the
            foregoing calculation only, Actual Volume for any Measurement Period
            that is not an Interrupted Measurement Period and for which Danka
            shall have previously paid to GE Capital a Trigger Payment in
            respect thereof means the Target Volume with respect to such
            Measurement Period."

                           (vi)     The definition of "Term of this Agreement"
     is hereby amended and restated to read in its entirety as follows:

                           " 'Term of this Agreement' means the period
            commencing on December 27, 1997 and ending on March 31, 2007, as
            such term may be modified pursuant to Section 7.1 hereof."

                           (vii)    The definition of "Danka Event of Default"
     is hereby amended and restated to read in its entirety as follows:

                           "Danka Event of Default" means the occurrence and
            continuance of any of the following:

            (i)   the dissolution or liquidation of Danka or any of its
            Affiliates (other than a Permitted Reorganization with respect to
            such Person) that is a party to any Principal Document relating to a
            U.S. Program or the French Program; or

            (ii)  a Bankruptcy Event with respect to Danka or any of its
            Affiliates that is a party to any Principal Document relating to a
            U.S. Program or the French Program; or

            (iii) a material breach by Danka or any of its Affiliates of any of
            its representations, warranties, covenants or obligations under this
            Agreement (other than the occurrence of a Bankruptcy Event) which
            breach, if curable, is not cured

                                       8
<PAGE>

            within thirty (30) days' written notice thereof from GE Capital,
            specifying the nature of such breach in reasonable detail; or

            (iv)  an Event of Default (as to Danka or any Danka Affiliate that
            is a party to any Principal Document) or Danka Event of Default (as
            defined in any of the other Principal Documents) under any other
            Principal Document (other than the occurrence of a Bankruptcy
            Event); or

            (v)   a Third Party Enforcement Event."

                           (viii)   The definition of "Senior Financing
     Facility" is hereby amended and restated to read in its entirety as
     follows:

                           "'Senior Financing Facility' means (i) the credit
            arrangement evidenced, in part, by that certain Amended and Restated
            Credit Agreement entered into as of June 29, 2001 among Danka, Bank
            of America, National Association and the other parties thereto and
            (ii) each other credit facility or similar arrangement entered into
            by Danka or Danka Office Imaging Company in connection with the
            restatement, refinancing, replacement, renewal or extension of the
            arrangement described in clause (i) hereof, whether in whole or in
            part and whether initially or in connection with any subsequent
            total or partial restatement, refinancing, replacement or renewal or
            extension thereof."

                           (ix)     The definition of "Indebtedness Default" is
     hereby amended and restated in its entirety as follows:

                           "'Indebtedness Default' shall mean any failure of
            Danka or any of its Affiliates to perform or observe any condition
            or covenant made by it under, or that any event shall have occurred
            or condition shall exist, under (a) the Senior Financing Facility,
            or (b) any agreement or instrument that governs or otherwise relates
            to any credit facility or similar arrangement (whether syndicated or
            held by a single lender) contemplating loans, advances or other
            extensions of credit in an aggregate maximum amount equal to or
            greater than $500 million, if the effect of such failure, event or
            condition is to cause, or to permit the holder or holders of the
            loans, advances or other extensions of credit thereunder or
            beneficiary or beneficiaries of the loans, advances or other
            extensions of credit thereunder (or a trustee or agent on behalf of
            such holder or holders or beneficiary or beneficiaries) to cause the
            loans, advances or other extensions of credit thereunder to be
            declared to be due and payable prior to their stated maturity and
            such failure, event or condition continues without cure for (i) the
            applicable cure period (if any) set forth in such agreement or
            instrument or (ii) if no applicable period shall be set forth in
            such agreement or instrument, a period of 30 days after GE Capital
            delivers to Danka written notice of such failure, event or
            condition); provided, however, that in the event that (a) such
            agreement or instrument is amended so as to eliminate the condition,
            covenant or event that gave rise to such right of acceleration or
            (b) the holder or holders or beneficiary or beneficiaries of the
            loans, advances or other extensions of credit thereunder agree to
            forbear from

                                       9
<PAGE>

            exercising, or waive their right to exercise, such right of
            acceleration, then so long as such amendment, forbearance or waiver
            is effective, any failure, event or condition that is the subject of
            such amendment, forbearance or waiver shall not constitute an
            Indebtedness Default."

                           (x)      The definition of "Net Worth Test" is hereby
     amended and restated in its entirety as follows:

                           "Net Worth Test" means the determination of whether
            Danka shall have (i) Consolidated Net Worth at the times and in the
            amounts equal to, or greater than, the sum of (A) an amount equal to
            75% of the Adjusted Consolidated Net Worth (as such term is used in
            that certain Amended and Restated Credit Agreement entered into as
            of June 29, 2001 among Danka, Bank of America, National Association
            and the other parties thereto) of Danka and its Subsidiaries (as
            such term is used in that certain Amended and Restated Credit
            Agreement entered into as of June 29, 2001 among Danka, Bank of
            America, National Association and the other parties thereto) on June
            30, 2001 plus (B) an amount equal to 50% of the consolidated net
            income of Danka and its Subsidiaries (as such term is used in that
            certain Amended and Restated Credit Agreement entered into as of
            June 29, 2001 among Danka, Bank of America, National Association and
            the other parties thereto) (if positive) for each calendar quarter
            commencing on or after July 1, 2001 (on a cumulative basis), or (ii)
            the net worth (or similar concept) at the times and in the amounts
            equal to, or greater than, those that constitute the Modified Net
            Worth Test.

                           (xi)     The definition of "Funding Rate" is hereby
     amended and restated in its entirety as follows:

                           "Funding Rate" means, for any Measurement Period
            (including any Interrupted Measurement Period), an amount equal to
            the quotient of (i) the aggregate actual amount funded to Danka or
            any of its Affiliates by GE Capital or any Program Affiliates in
            respect of Leases and Exempt Leases in connection with the
            Qualifying Programs during such Measurement Period divided by (ii)
            the aggregate Approval Amount of all of the Prospective Financings
            submitted by Danka or any of its Affiliates to GE Capital or any
            Program Affiliate in connection with the Qualifying Programs during
            such Measurement Period.

         (j)      The following new definitions are hereby added (in the
appropriate alphabetical order) to Appendix I of the Global Operating Agreement:

                           "'Alternative Termination Fee' means, as of the date
            that this Agreement is terminated (which shall in no event occur
            prior to January 1, 2002) by Danka pursuant to Section 7.4 hereof
            due to the occurrence and continuance of a Qualifying Change in
            Control of Danka, an amount equal to the sum of (i) the Termination
            Fee, plus (ii) an amount equal to $130,000,000 multiplied by 4.75%."

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<PAGE>

                           " 'Exclusion Amount' shall mean the total lease
            volume financed by GE Capital (as measured in United States
            currency) under the terms of any Other Program (but not including
            any portion thereof financed by GE Capital and originated through
            Danka's distribution channel) as measured during the previous twelve
            full calendar months (without including any partial calendar
            month.)"

                           " 'Final Year Sales Volume' for the Measurement
            Period 4/1/05 through 3/31/06 means the greater of (x) 63% of
            Danka's and its Affiliates' United States Reprographic Hardware
            Sales during such Measurement Period, as reported to GE Capital by
            Danka, in the time and manner as provided for in Section 4.1(k) and
            (y) an amount equal to the greater of (i) zero and (ii) an amount
            equal to $565,000,000 minus the sum of the aggregate Actual Volume
            funded by GE Capital or the applicable Program Affiliates during all
            previous Measurement Periods (as well as the Measurement Period for
            which Final Year Sales Volume is being determined) as measured from
            4/1/01 to the expiration of the Measurement Period for which Final
            Year Sales Volume is being determined."

                           "'Other Program' means any lease financing program
            (and not any Program) to support sales of Equipment by any Person
            (other than Danka or its Affiliates) that may have been entered into
            by GE Capital and/or any of its Affiliates, on the one hand, and
            such Person, on the other hand, that such Person and GE Capital may
            have reduced to a signed writing at any time prior to a Qualifying
            Change in Control of Danka involving such Person (and where, by way
            of such Qualifying Change in Control of Danka, such Person (whether
            acting alone or with any Group of Persons) (x) becomes the
            "beneficial owner" (within the meaning of Rule 13d-3 under the
            United States Securities Exchange Act of 1934, as amended) of
            securities of Danka representing more than fifty percent (50%) of
            the combined voting power of the then outstanding securities of
            Danka ordinarily having the right to vote in the election of
            directors thereof or (y) shall have entered into an agreement with
            Danka with respect to an acquisition of a substantial part of the
            direct or indirect assets of Danka."

                           " 'Sales Volume' for any Measurement Period means 63%
            of Danka's and its Affiliates' United States Reprographic Hardware
            Sales during such Measurement Period, as reported to GE Capital by
            Danka, in the time and manner as provided for in Section 4.1(k)."

                           " 'United States Reprographic Hardware Sales' means
            an amount equal to the total sales volume (as measured in United
            States currency) of all of Danka's and its Affiliates domestic
            United States reprographic (photocopier) hardware sales during a
            given Measurement Period."

         (k)      Schedule X to the Global Operating Agreement is hereby deleted
in its entirety.

         (l)      Schedule Y to the Global Operating Agreement is hereby deleted
in its entirety.

                                       11
<PAGE>

     3.  Amendment to U.S. Direct Operating Agreement. Effective immediately,
Section 9.1 of the U.S. Direct Operating Agreement is hereby amended by changing
the date "March 31, 2004" set forth in clause (i) thereof to "March 31, 2007".

     4.  Amendment to License Agreement. Effective immediately, Section 5 of the
License Agreement is hereby amended by changing the date "March 31, 2004" set
forth in subsection (a) thereof to "March 31, 2007."

     5.  Confirmation of Guaranty. By its execution of this Amendment, Danka OI
hereby consents to all of the terms and provisions of this Amendment, the Global
Operating Agreement and each of the other Principal Documents, and ratifies and
confirms that each of the other Principal Documents to which it is a party,
including but not limited to that certain Unconditional Guarantee, dated as of
December 22, 1997, made by Danka OI in favor of GE Capital, remains in full
force and effect and enforceable in accordance with its terms.

     6.  References to this Amendment and Effect on Principal Documents.

                  (a) From and after the effective date of this Amendment each
reference in the Global Operating Agreement, the U.S. Direct Operating Agreement
and the License Agreement to "this agreement", "hereunder" or "herein" or words
of like import shall mean and be a reference to such agreement, as affected and
amended hereby.

                  (b) The Global Operating Agreement, the U.S. Direct Operating
Agreement and the License Agreement, each as amended hereby, shall remain in
full force and effect and are hereby ratified and confirmed in all respects.

                  (c) Danka expressly acknowledges and agrees that GE Capital's
acceptance of, and agreement to, the provisions of this Amendment does not
constitute an election by GE Capital to adopt a Modified Net Worth Test pursuant
to Section 6.3 of the Global Operating Agreement. Nothing contained herein shall
be construed to prohibit or impair GE Capital's right to make such an election
at a future date.

     7.  Governing Law; Binding Effect. In all respects, including all matters
of construction, validity and performance, this Amendment shall be governed by,
and construed and enforced in accordance with, the internal laws of the State of
New York (without regard to conflict of law provisions) and any applicable laws
of the United States of America, and shall be binding upon the parties hereto
and their respective successors and permitted assigns.

     8.  Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


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<PAGE>

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.

                                       GENERAL ELECTRIC CAPITAL
                                          CORPORATION


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title: Its Authorized Representative


                                       DANKA BUSINESS SYSTEMS PLC


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       DANKA OFFICE IMAGING COMPANY


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

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