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                                                                  EXHIBIT 10.11

                           DANKA BUSINESS SYSTEMS PLC



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                 Change of Control Agreement for Brian Merriman

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                           DANKA BUSINESS SYSTEMS PLC


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                 Change of Control Agreement for Brian Merriman

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<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>     <C>                                                               <C>
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

</TABLE>


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                          CHANGE OF CONTROL AGREEMENT

         AGREEMENT, made and entered into as of the 6th day of November,1998 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 Brian Merriman, 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.

         (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





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                     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.

         (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):




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              (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 Executive continues to meet
                     substantially all eligibility requirements thereof,




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              (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) "Gross-Up Payment" shall have the meaning set forth in Section 4
below.

         (j) "Retirement" shall mean Executive's termination of employment with
the Company at or after attaining age 65.

         (k) "Severance Payments" shall have the meaning set forth in Section 4
below.

         (l) "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, Executive shall be
entitled to receive:




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              (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 three (3) 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, if the Company's financial
                     performance targets for the fiscal year were deemed to be
                     satisfied at a level equal to the financial performance
                     achieved through the date 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 three (3) times the annual bonus
                     Executive would earn for the fiscal year of termination if
                     the Company's financial performance targets were deemed to
                     be satisfied at the level equal to the financial
                     performance achieved through the date 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;




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              (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 thirty-six (36) 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 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;




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                     (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

                     (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.



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         (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.

     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.





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         (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 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






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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 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.





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         (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.

         (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
                                       33 Cavendish Square
                                       London W1 M ODE England

                                       Attention: Secretary

                                       Danka Office Imaging Company
                                       11201 Danka Circle North
                                       St. Petersburg, FL 33716

                                       Attention: General Counsel





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<PAGE>   14

         If to Executive:              Brian Merriman
                                       11201 Danka Circle North
                                       St. Petersburg, FL 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.

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

                                       DANKA BUSINESS SYSTEMS PLC

                                       By: /s/ Larry K. Switzer
                                       ----------------------------------------
                                       Name:
                                       Title:

                                       DANKA OFFICE IMAGING COMPANY

                                       By: /s/ Larry K. Switzer
                                       ----------------------------------------
                                       Name:
                                       Title:

                                       EXECUTIVE:


                                       /s/ Brian Merriman
                                       ----------------------------------------
                                       BRIAN MERRIMAN



                                      12
<PAGE>   15



                                                                      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 November 6,
         1998, 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>   16

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: