WAIVER AGREEMENT


      Waiver  Agreement  dated as of May 3, 1994 (the  "Waiver  Agreement")
between  QMS,  Inc.  (the "Company") and each of Connecticut  General  Life
Insurance Company, Connecticut General Life Insurance Company, on behalf of
one  or more separate accounts, and Life Insurance Company of North America
(individually, a "Holder" and, collectively, the "Holders").

     1. Reference is hereby made to the Note Agreement dated as of June 30,
1993  (the  "Note Agreement") between the Company and each of the  Holders.
All  terms  used  herein and not otherwise defined herein  shall  have  the
respective meanings ascribed to them in the Note Agreement.

     2. Subject to the provisions herein contained, the Holders have agreed
to  waive  certain  provisions of the Note Agreement with  respect  to  the
Company's second fiscal quarter ending March 31, 1994.

      3.  Each  Holder hereby waives any Default or Event of Default  which
existed as of the end of the fiscal quarter ending March 31, 1994 resulting
from the Company's non-compliance with Section 7.17 and Section 7.23 of the
Note Agreement as of such date.

      4.  If  at  any time during the 1994 fiscal year of the Company,  the
Company  shall request of the Holders a waiver of any breach or default  of
the  Company  under the Note Agreement, the Holders shall receive,  in  the
aggregate, a fee in the amount of $4,500 with respect to such waiver.   The
right  of  the  Holders to receive such fee shall in no  way  obligate  the
Holders  to grant any waiver and the Company acknowledges that the granting
of any waiver by the Holders is in the sole and absolute discretion of each
of the Holders.

      5.  Except as specifically modified hereby, the Note Agreement  shall
remain in full force and effect in accordance with the terms hereof.

      6.  The  Company  hereby  represents and warrants  that  this  Waiver
Agreement has been duly authorized by all necessary corporate action on the
part of the Company, has been duly executed and delivered on behalf of  the
Company,  and  constitutes the legal, valid and binding obligation  of  the
Company.



     7. This Waiver Agreement shall not be effective as to any party hereto
until  each  party  hereto shall have executive at  least  one  counterpart
hereof.

IN  WITNESS WHEREOF, the parties hereto have executed this Waiver Agreement
as of the day and year first above written.

QMS, Inc.


By:\s\C. D. DALEY
   Name: C. D. DALEY
   Title:EVP Finance & Administration


CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By:CIGNA Investments, Inc.

   By:\s\EDWARD LEWIS
   Name: EDWARD LEWIS
   Title:MANAGING DIRECTOR