Exhibit 10(g)(xvii)
                                     
                         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).

Ladies and Gentlemen:

      The  undersigned, being each of the Lenders pursuant  to  the  Credit
Agreement acknowledge receipt of the Non-Compliance Certificate dated  July
22, 1994 (the "Certificate") and executed on behalf of QMS, Inc. by Charles
D.  Daley,  its  Chief  Financial  Officer,  which  Certificate  discloses
noncompliance  by  the Borrowers with certain convenants  pursuant  to  the
Credit  Agreement.  As requested by the Borrowers, each of the  undersigned
hereby  waives non-compliance by Borrowers with the requirements of Sections
9.10 and 9.16 of the 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
third  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 or of any other provisions thereof.

     Dated as of the 23rd day of August, 1994.
                                     
                         AMSOUTH BANK, N.A.
                    
                         BY:    \s\DEBRA HARRISON

                         Title: VICE PRESIDENT



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

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

Title: ASST. VICE PRESIDENT         Title:   VICE PRESIDENT