DANKA BUSINESS SYSTEMS PLC
EMPLOYMENT AGREEMENT DATED MARCH 28, 2003.
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>4
<FILENAME>dex1041.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED MARCH 28, 2003.
<TEXT>
<PAGE>

                                                                   Exhibit 10.41

                           DANKA BUSINESS SYSTEMS PLC

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              Change of Control Agreement for Michael D. Popielec

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<PAGE>

                           DANKA BUSINESS SYSTEMS PLC

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               Change of Control Agreement for Michael D. Popielec

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                                                                            Page
                                                                            ----
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

<PAGE>

                           CHANGE OF CONTROL AGREEMENT

AGREEMENT, made and entered into as of the 28 day of March, 2003 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
Michael D. Popielec, 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 conviction of any crime that (i) constitutes a
                    felony in the jurisdiction involved or (ii) involves
                    material 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, which
                    violation has a material adverse effect on the Company,
                    after the Company has provided written notice to Executive
                    and said violation continues after Executive shall have
                    reasonable time not less than 60 days 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.

<PAGE>

          (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 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.

                                       -3-

<PAGE>

                    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,

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

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

          (k) "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 or otherwise, Executive shall be
entitled to receive:

                                       -4-

<PAGE>

               (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 two (2) 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, at a minimum, calculated as if the target
                    performance levels were satisfied for the fiscal year 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 two (2) times the annual bonus Executive
                    would have earned for the fiscal year of termination, at a
                    minimum, calculated as if the target performance levels were
                    satisfied for the fiscal year 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;

               (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 twenty-four (24) months after the date of
                    termination; provided that the Company shall have no

                                       -5-

<PAGE>

                    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 280G(b)(4) of the Code in excess of
                         the base amount within the meaning of Section
                         280G(b)(3) of the Code, or are otherwise not subject to
                         the Excise Tax;

                    (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

                                       -6-

<PAGE>

                         Section 280G(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.

          (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.

                                       -7-

<PAGE>

          (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 24 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.

          (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

                                       -8-

<PAGE>

     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.

          (f) No Waiver. No waiver by either Party of any breach by the other
Party of any condition or provislon 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.

                                      -10-

<PAGE>

          (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
                                Masters House
                                107 Hammersmith Road
                                London England W 14 OQH

                                Attention: Secretary

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

                                Attention: General Counsel

            If to Executive:    Michael D. Popielec
                                6585 Nicholas Boulevard, #1104
                                Naples, Florida 34108
                                Telephone No.: (239) 596-4176
                                Telecopy No.:  (239) 596-4205

                                      -11-

<PAGE>

             with a copy to:    Paul M. Ritter
                                Kronish Lieb Weiner & Hellman LLP
                                1114 Avenue of the Ameritas
                                New York, N.Y. 10036
                                Telephone - (212) 479-6198
                                Facsimile - (212) 479-6275

          (1) 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/ Illegible
                                                    ----------------------------
                                                Name:
                                                Title:


                                                DANKA OFFICE IMAGING COMPANY


                                                By: /s/ Illegible
                                                    ----------------------------
                                                Name:
                                                Title:


                                                /s/ Michael D. Popielec
                                                --------------------------------
                                                Michael D. Popielec

                                      -12-

<PAGE>

                                                                       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
                              , 2003 or any employee benefit plan, or option or
          --------------------
          award thereunder, in effect at the time of termination, or any rights
          I may have to indemnification.

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>

     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:
        ----------------------

                                       -2-

</TEXT>
</DOCUMENT>
