Exhibit 10(f)(xiii)
                                     
                             WAIVER AGREEMENT


      Waiver Agreement dated as of August 12, 1994 (the "Waiver Agreement")
between  QMS,  Inc. (the "Company") and Connecticut General Life  Insurance
Company (the "Holder").

      1.  Reference is hereby made to the Note Agreement dated as of  March
15,  1988 as amended by Amendment to Note Agreement dated August 22,  1989,
Second  Amendments to Note Agreement dated as of April 2, 1990 and  January
30, 1991, Third Amendment to Note Agreement dated as of October 2, 1992 and
the Consolidating Amendment to Note Agreement dated as of June 30, 1993 (as
so amended, the "Note Agreement") between the Company and the Holder or the
nominee  of  the  Holder.  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 Holder has agreed
to  waive  certain  provisions of the Note Agreement with  respect  to  the
Company's third fiscal quarter ending June 30, 1994.

      3.  The  Holder hereby waives any Default or Event of  Default  which
existed  as of the end of the fiscal quarter ending June 30, 1994 resulting
from  the  Company's non-compliance with Section 7.17 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 Holder a waiver of any breach or  default  of
the Company under the Note Agreement, the Holder shall receive a fee in the
amount  of $5,500 with respect to such waiver.  The right of the Holder  to
receive  such fee shall in no way obligate the Holder to grant  any  waiver
and  the Company acknowledges that the granting of any waiver by the Holder
is in the sole and absolute discretion of the Holder.

      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\PHILIP R. CAHOON
     Name:   PHILIP R. CAHOON
     Title:  VICE-PRESIDENT


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

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