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                                                                   EXHIBIT 10.2


                              EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT, dated as of August 1, 1998, between Danka Office
Imaging (the "Company"), and Brian Merriman ("Executive").

                             W I T N E S S E T H :

      WHEREAS, the Company wishes to provide for the employment of Executive as
President - United States Operations of the Company on the terms and conditions
herein set forth; and

      WHEREAS, Executive wishes to serve in such capacity on the terms and
conditions herein set forth.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:

      1.  Employment, Powers, Duties and Acceptance.

          1.1  The Company hereby employs Executive, for the Term (as
               hereinafter defined), to render services to the company as
               President - United States Operations of the Company.

          1.2  Executive hereby accepts the employment hereunder and agrees to
               use his best efforts to carry out the duties and
               responsibilities of President - United States Operations of the
               Company and such additional assignments and duties (which may
               include assignments and duties on behalf of the Company's
               affiliates) as may be given to Executive by the Chief Executive
               of the Company or his designee. Executive shall report directly
               to the Chief Executive of the Company. Executive agrees to
               discharge his obligations hereunder and perform his duties in
               accordance with the general policies established by the Board of
               Directors of the Company.

          1.3  Executive shall be a full-time employee of the Company, and
               subject to customary paid holidays and vacations, Executive
               agrees to devote his full working time to the business of the
               Company.

          1.4  The principal place of employment of Executive hereunder shall
               be at the offices of the company in the City of St. Petersburg,
               Florida. Executive shall travel as may be required to discharge
               his obligations and perform his duties hereunder.

          1.5  Executive shall be entitled to 3 weeks of vacation with pay
               during each calendar year of the Term.

      2.  Term of Employment. The term of Executive's employment under this
          Agreement (the "Term") shall commence on the date hereof and shall
          end, unless such employment is sooner terminated pursuant to Section
          5 hereof, on August 1, 2001 (the "Termination Date").

      3.  Compensation.

          3.1  During the Term, the Company shall pay Executive, as
               compensation for services to be rendered pursuant to this
               Agreement, a salary, payable in accordance with the company's
               standard payroll practices, at the rate of $650,000 per annum
               (the "Base Compensation"). Executive shall be eligible for
               annual increases at the discretion of the Chief Executive. 



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          3.2  Executive shall have a target bonus of $250,000.00 based upon
               achievement of established corporate corporate, division and
               individual objectives as determined by the Chief Executive.
               Executive will also be eligible for an additional "stretch"
               bonus of $100,000.00 based upon established "stretch" objectives
               approved by the Chief Executive, which will be upon the Company
               obtaining 103% of its annual profit plan as approved by the
               Board of Directors.

          3.3  During the first year of this Agreement, Company shall guarantee
               that Executive receive a minimum bonus of not less than
               $100,000.00. Further, Company Shall grant Executive 80,000.00
               ordinary stock options annually. Executive understands and
               agrees that any granting of stock options is subject to Board of
               Directors approval.

               3.3.1  Further, on or before December 31, 1998, Company shall
                      pay Executive $132,000.00, which amount represents the
                      bonus Executive would have received from his prior
                      Employer.

          3.4  Executive shall be reimbursed for any reasonable expenses
               incurred by Executive in his relocation to the Tampa-St.
               Petersburg metropolitan area (reasonable expenses as defined in
               the Company's relocation plan). Such reasonable relocation
               expenses shall be "grossed up" for tax and withholding purposes.
               Company shall increase Executive's temporary living assistance
               to 12 months and provide for up to three (3) house hunting trips
               for Executive and his spouse. The Company shall assist Executive
               in obtaining a bridge loan in an amount up to $250,000.00, said
               bridge loan to be repaid by Executive within one (1) month of
               Executive selling his residence in California. In the event
               Executive voluntarily leaves the employment of the Company
               within 24 months of the initial date herein, Executive agrees to
               pay a prorated amount of Executive's total relocation cost based
               on Executive's time with the Company.

          3.5  Executive shall receive all of the fringe benefits and
               perquisites of office made available to the officers of the
               Company, including the following:

                     * Airline Club expenses  - up to $1,000.00 annually
                     * Life Insurance Premium - up to $15,000.00 annually

          3.6  Subject to Executive's satisfying the eligibility requirements
               thereof, Executive shall be entitled to participate in and be
               covered by any Executive Deferred Compensation Plan,
               Supplemental Executive Retirement Plan, pension, life insurance,
               long term disability insurance, health insurance,
               hospitalization or other employee benefit plan established and
               maintained by the company on the same basis as generally made
               available to executives of the Company without limitation or
               restriction by reason of this Agreement. Nothing herein shall be
               deemed to require the Company to establish or maintain any
               employee benefit plan whatsoever, and Company shall have the
               right, in its sole and absolute discretion, to alter, amend,
               modify, discontinue or terminate at any time any and all
               employee benefit plans maintained by the Company.

      4.  Expenses. In addition to the compensation provided to be paid under
          Section 3 hereof, the Company shall reimburse Executive for all
          reasonable out-of-pocket expenses paid or incurred by Executive in
          the performance of his duties hereunder upon submission of signed
          itemized lists thereof on the forms used, and in accordance with the
          procedures established from time to time, by the Company for that
          purpose.



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          4.1  Company shall provide, at Company's expense, a Mercedes or
               Jaguar, or similar type automobile for Executive's use.

      5.  Termination. This Agreement may be terminated prior to the
          Termination Date in accordance with the following:

          5.1  If Executive shall die during the Term, this Agreement shall
               terminate, except that Executive's legal representatives or
               designated beneficiaries shall be entitled to receive the
               compensation provided for herein to the last day of the month in
               which his death occurs.

          5.2  The Company shall have the right (without any liability to
               Executive hereunder other than the payment of sum due through
               the date of termination) to terminate the employment of
               Executive, to relieve Executive of any and all functions as
               President - United States Operations of the Company, and to
               terminate his right to the compensation provided for herein for
               cause. As used in this Section 5.2, the term "for cause" shall
               mean and be limited to the following events:

               5.2.1  Executive's material breach of any term or condition of
                      this Agreement, unless Executive cures such breach within
                      ten days after the company gives Executive notice of the
                      breach; or

               5.2.2  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

               5.2.3  Executive's willful and material violation of any lawful
                      directions of the Chief Executive or Board of Directors
                      of the Company; or

               5.2.4  Executive's failure or refusal to perform his duties in
                      accordance with Section 1 hereof; provided, however, that
                      no discharge "for cause" under this Section 5.3.4 shall
                      be deemed effective unless Executive shall have first
                      been given notice by the company advising Executive of
                      the specific acts or omissions alleged to constitute a
                      failure to perform his duties, and such failure continues
                      after Executive shall have had a reasonable opportunity
                      (which shall be defined as a period of time consisting or
                      at least three days from the date Executive receives said
                      notice from the company) to correct the acts or omissions
                      so complained of.

          5.3  The Company shall have the right to terminate the employment of
               Executive, to relieve Executive of any or all functions as the
               company and to terminate his right to Base Compensation at any
               time prior to the Termination Date upon notice to Executive. If
               the Company shall terminate the employment of Executive for any
               reason not specified in Section 5.1, or 5.2 hereof, the
               Executive's sole remedy shall be to receive the following as and
               for liquidated damages:

                   a) If the Company terminates the Agreement on or before 
                      August 1, 2000, Company shall pay Executive his Base 
                      Compensation through the term of the Agreement, or



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               b) If the Company terminates the Agreement after August 1, 2000,
                  Company shall pay Executive his Base Compensation for the
                  next 12 succeeding months following termination provided that
                  at time of termination, Executive executes the General
                  Release and Waiver in, a form similar to Exhibit A.

               Notwithstanding the foregoing, Executive shall not be entitled
               to any liquidated damages hereunder if termination occurs prior
               to the Termination Date and Company or any of their respective
               affiliates agrees to employ Executive in an executive capacity
               with powers and duties similar to those assigned to Executive
               hereunder for a period equal to or greater than the balance of
               the Term and to provide Executive during such period with
               compensation and benefits equivalent to those which he would
               have received hereunder had termination not occurred.

      6.  Non-Competition and Confidentiality

          6.1  As used in this Section 6, the term "Restricted Area" shall
               mean: (i) during the Term, the entire world, and (ii) during the
               six months following the termination of Executive's employment
               hereunder for any reason specified in Section 5.3 hereof, the
               area within 50 miles of the location of any business activity
               conducted by the Company, any constituent partner of the Company
               or any of their respective parents, subsidiaries or affiliates.
               During the Term and for a period of six months following the
               termination of Executive's employment hereunder for any reason
               specified in Section 5.3 hereof, Executive shall not, in the
               Restricted Area, directly or indirectly, enter the employ of, or
               render any services to, any person, firm or corporation engaged
               in any business competitive with the businesses engaged in by
               the company, any constituent partners of the company or any of
               their respective parents, subsidiaries or affiliates; he shall
               not engage in such business on his own account in the Restricted
               Area; and he shall not become interested in such business,
               directly or indirectly, as an individual, partner, shareholder,
               director, officer, principal, agent, employee, trustee,
               consultant, or any other relationship or capacity; provided,
               however, that nothing contained in this Section 6 shall be
               deemed to prohibit Executive from acquiring, solely as an
               investment, a less than one percent interest in the equity of
               any publicly traded corporation or limited partnership.

          6.2  Executive shall not, at any time hereafter, disclose to any
               person, firm or corporation 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, affiliates. Without limiting the
               generality of the foregoing, the parties hereto acknowledge and
               agree that all information not otherwise generally known to the
               public relating to each of (i) this Agreement, (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, except to the extent necessary to conduce the business
               of the company, or to comply with law or the valid order of a
               governmental agency or court of competent jurisdiction.

          6.3  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



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               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.

          6.4  Executive, except within the course of the performance of his
               duties hereunder, shall not at any time while he is in the
               employ of the company, any constituent partner of the Company or
               any of their respective parents, subsidiaries, or affiliates and
               for two years thereafter (I) employ any individual who was
               employed by the company, any constituent partner of the company
               or any of their respective parents, subsidiaries, affiliates, at
               any time during the period of two years prior to the date
               Executive intends to employ such person 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.

          6.5  Executive's services are unique and any breach or threatened
               breach by Executive of any provision of this Section 6 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 6, 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 form 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.

          6.6  If any of the provisions of or covenants contained in this
               Section 6 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 6 shall at all times
               remain in full force and effect.

      7.  Representations and Warranties. Executive hereby represents and
          warrants to the company as follows:

          7.1  Executive is an individual residing at the address set forth in
               Section 8.2 hereof.

          7.2  Executive has full power and authority to enter into this
               Agreement and the execution and delivery of this Agreement by
               Executive will not conflict with or result in the breach of or a
               default under any agreement or other instrument to which
               Executive is a party.

          7.3  Executive is not a party to any covenant not-to-compete,
               non-disclosure agreement or other similar obligation which is
               inconsistent with, or which could impair the performance of,
               Executive's duties hereunder.



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      8.  Notices. All notices, requests, consents and other communications,
          required or permitted to be given hereunder, shall be in writing and
          shall be deemed to have been duly given if delivered personally or
          sent by prepaid telegram, or mailed first-class, postage prepaid, by
          registered or certified mail (notices sent by telegram or mailed
          shall be deemed to have been given on the date sent), as follows (or
          to such other address as either party shall designate by notice in
          writing to the other in accordance herewith):


          8.1  If to the Company:

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

               Attention: General Counsel

          8.2  If to Executive:

               Brian Merriman

      9.  General.

          9.1  The section headings contained herein are for reference purposes
               only and shall not in any way affect the meaning or
               interpretation of this Agreement.

          9.2  This Agreement sets forth the entire agreement and understanding
               of the parties relating to the subject matter hereof, and
               supersedes all prior agreements, arrangements and understandings
               written or oral, relating to the subject matter hereof. No
               representation, promise or inducement has been made by either
               party that is not embodied in this Agreement, and neither party
               shall be bound by or liable for any alleged representation,
               promise or inducement not so set forth.

          9.3  This Agreement, and Executive's rights and obligations
               hereunder, may not be assigned or otherwise transferred by
               Executive. The Company may assign its rights hereunder to any
               parent, subsidiary, or affiliate and in connection with any
               sale, transfer or other disposition of all or substantially all
               of its businesses or assets. Upon such assignment, the assignee
               thereunder shall be required to assume the obligations of
               Executive hereunder and, upon such assumption, the Company shall
               be relieved of its obligations hereunder.

          9.4  This Agreement constitutes the entire agreement between the
               parties with respect to the transactions contemplated hereby and
               may be amended, modified, superseded, canceled, renewed or
               extended and the terms or covenants hereof may be waived, only
               by a written instrument executed by both of the parties hereto,
               or in the case of a waiver, by the party waiving compliance. The
               failure of either party at any time or times to require
               performance of any provision hereof shall in no manner affect
               the right at a later time to enforce the same. No waiver by
               either party of the breach of any term or covenant contained in
               this Agreement, whether by conduct or otherwise, in any one or
               more instances, shall be deemed to be, or construed as, a
               further or continuing waiver of any such 



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               breach, or a waiver of the breach of any other term or covenant 
               contained in this Agreement.

          9.5  This Agreement shall be governed by, and construed in accordance
               with, the laws of the State of Florida applicable to agreements
               entered into and wholly performed therein.

          9.6  This Agreement may be executed in any number of counterpart
               copies, each of which shall be deemed an original, but which
               together shall constitute a single instrument.

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




                                          DANKA OFFICE IMAGING COMPANY

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

                                          -------------------------------------


                                          Executive

                                          By:
                                             ----------------------------------



Witness:

----------------------------------


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                                                                       EXHIBIT A

                               RELEASE OF CLAIMS

DEFINITIONS: I, Brian Merriman, ("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:

      A. I, Me, and My include both me and anyone who has or obtains any legal
         rights or claims through me.

      B. Employer, as used herein, shall at all times mean Danka Corporation 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.

      C. 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, any 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 any other claims.

AGREEMENT TO RELEASE MY CLAIMS. I am receiving a substantial amount of money,
among other things, from Employer as consideration for my Release of 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 alleged 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.

      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:

      1. Postmarked within the relevant period;



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      2. Properly addressed to the General Counsel; and

      3. 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 Employment Agreement.

         I understand and agree that this Release and Employment 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:
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