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                                                                   Exhibit 10.37



                       AMENDMENT TO EMPLOYMENT AGREEMENT



To:      Mr. Brian L. Merriman


Dear Brian:

We refer to your amended and restated employment agreement with Danka Business
Systems PLC (the "Company") dated as of September 20, 1999 (the "Employment
Agreement").

In consideration of the provision by you ("Executive") of past services to the
Company, the receipt of which is hereby acknowledged, the Company agrees,
subject to the next following sentence, that your Employment Agreement shall be
modified and amended on the terms set out in this letter agreement (the
"Agreement"). This Agreement shall not be effective unless approved by ordinary
resolution of the Company's shareholders at the Company's next following annual
general meeting.

Capitalized terms used in this Agreement but not defined herein shall have the
respective meanings given to them in the Employment Agreement.

1.       The Company shall procure the issue to Executive of 385,542 American
         depositary shares of the Company, each of which at the date hereof
         represents four ordinary shares of the Company (the "Incentive ADSs"),
         on the terms, and subject to the conditions, set out in this
         Agreement.

2.       The Incentive ADSs shall be issued to Executive in three equal
         instalments of 128,514 Incentive ADSs each on May 8, 2001, May 8, 2002
         and May 8, 2003 (each an "Instalment Date"), provided that Executive
         remains employed by the Company on the relevant Instalment Date, and
         subject to acceleration of issuance of any unissued Incentive ADSs in
         the circumstances set out in Section 3.

3.       Any unissued Incentive ADSs shall become immediately issuable to
         Executive (or Executive's personal representative) upon the occurrence
         of any of the following events (each, an "Acceleration Event"): (1)
         Executive's death or permanent disability; (2) an involuntary
         termination of Executive's employment other than for Cause; (3)
         Executive's voluntary termination of employment for Good Reason; (4)
         the date the Company gives Executive a Notice to Terminate other than
         for Cause; or (5) a Change of Control (as defined in the Change of
         Control Agreement). Any unissued Incentive ADSs which become issuable
         pursuant to this Section 3 shall be issued within 10 days of the
         receipt by the Company of the Consideration (as such term is defined
         in Section 4) for such Incentive ADSs.

4.       The Company shall not be obligated to procure the issue to Executive
         of any Incentive ADSs on any Instalment Date or following any
         Acceleration Event unless Executive (or Executive's personal
         representative) pays to the Company during the time period(s)
         specified in the next following sentence an amount in cash equal to
         the nominal value of the ordinary shares of the Company underlying the
         Incentive ADS then due to be issued (the "Consideration"). The time
         period(s) for payment of the Consideration are as follows: (1) the
         Consideration for Incentive ADSs to be issued on an Instalment Date
         shall be paid no earlier than 60 days, and no later than 10 days,
         prior to the relevant Instalment Date; and (2) the Consideration for
         Incentive ADSs to be issued following an Acceleration Event shall be
         paid within a period of six months following the occurrence of such
         Acceleration Event.



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5.       The Company shall effect the registration under the Securities Act of
         1933 of all Incentive ADSs issued pursuant to this Agreement on Form
         S-8 prior to the first Instalment Date.

6.       In the event of: (1) any consolidation, sub-division, reclassification
         or other reorganization of the American depositary shares or ordinary
         shares of the Company in issue; or (2) any distribution of securities
         or property of the Company to the holders of American depositary
         shares or ordinary shares of the Company; or (3) any liquidation or
         partial liquidation of the Company, such adjustments shall be made to
         the total number of unissued Incentive ADSs to which Executive is
         entitled to prevent dilution or enlargement of Executive's rights
         hereunder as the H.R. Committee may reasonably determine to be
         appropriate and equitable, provided that the number of unissued
         Incentive ADSs shall always be a whole number.

7.       The H.R. Committee may (in its sole discretion) determine that, in
         substitution for Executive's right to receive such number of Incentive
         ADSs as represent up to forty (40) percent of the Incentive ADSs
         issuable to Executive on any Instalment Date, Executive shall be paid
         (in full and final satisfaction of such right) a sum equal to the then
         cash equivalent of such number of Incentive ADSs. For the purposes of
         the preceding sentence, the "then cash equivalent" of an Incentive ADS
         is the closing market price of the Company's American depositary
         shares on the NASDAQ National Market System on the dealing day last
         preceding the relevant Instalment Date.

8.       Other than as may otherwise be permitted by the Listing Rules of the
         UK Listing Authority from time to time, except for minor amendments to
         benefit the administration of the arrangements contemplated by this
         Agreement to take account of a change in legislation or to obtain or
         maintain favorable tax, exchange control or regulatory treatment, no
         alteration or addition to this Agreement which is to Executive's
         advantage shall be made without the prior approval by ordinary
         resolution of the members of the Company in general meeting.

9.       This Agreement shall remain in full force and effect notwithstanding
         the expiration of the Employment Period specified in the Employment
         Agreement.

Please sign the attached copy of the Agreement and return it to the Company to
acknowledge your agreement to the foregoing.

Dated: ___________, 2000

                                       DANKA BUSINESS SYSTEMS PLC


                                       By:
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                                               Director

Agreed:                                Brian L. Merriman



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