WAIVER OF NON-COMPLIANCE


TO:  QMS, INC. and QMS CIRCUITS, INC.

RE:  Amended and Restated Secured Revolving Credit
     Agreement  dated  October 2, 1992 (as amended  to  date,  the  "Credit
     Agreement"),  by  and  among  QMS, Inc.  and  QMS  Circuits,  Inc.  as
     Borrowers  ("Borrowers") and AmSouth Bank, N.A., as  Agent  ("Agent"),
     and AmSouth Bank, N.A., NationsBank of Georgia, N.A. and National City
     Bank,  Kentucky,  as  Lenders ("Lenders");  and  Supplemental  Secured
     Revolving  Credit Agreement dated June 30, 1993 (as amended  to  date,
     the  "Supplemental Credit Agreement"), by and among  Borrowers,  Agent
     and Lenders.

Ladies and Gentlemen:

      The  undersigned, being each of the Lenders pursuant  to  the  Credit
Agreement and the Supplemental Credit Agreement, acknowledge receipt of the
Non-Compliance  Certificate dated April 22, 1994  (the  "Certificate")  and
executed  on  behalf of QMS, Inc. by Charles D. Daley, its Chief  Financial
Officer,  which Certificates discloses noncompliance by the Borrowers  with
certain  convenants pursuant to the Credit Agreement and  the  Supplemental
Credit  Agreement.  As requested by the Borrowers, each of the  undersigned
hereby  waives non-compliance by Borrowers with the requirements of Section
9.10  and 9.16 of each of the Credit Agreement and the Supplemental  Credit
Agreement, effective upon payment of the waiver fee specified in Section  3
of  the  Third Amendment to the Credit Agreement made by the parties hereto
as  of  November 19, 1993.  This waiver is effective only as to  such  non-
compliance specifically disclosed to Lenders in the Certificate,  shall  be
effective  only  as to non-compliance in the second quarter  of  Borrowers'
1994  fiscal  year,  and  shall not be deemed a  waiver  of  the  Financial
Performance  Tests set out in Section 4.02 of each of the Credit  Agreement
and the Supplemental Credit Agreement or of any other provisions thereof.

       Dated as of the 3rd day of May, 1994.
                                     
                    AMSOUTH BANK, N.A.
                    
                    BY:    \s\DEBRA L. HARRISON

                    Title: VICE PRESIDENT



NATIONSBANK OF GEORGIA, N.A.       NATIONAL CITY BANK, KENTUCKY

BY:    \s\SHAWN B. WELCH           BY:    \s\JOHN SIMMS

Title: ASST. VICE PRESIDENT        Title: VICE PRESIDENT