TO

                               FIRST AMENDMENT

                                      TO

                               RIGHTS AGREEMENT



     This Agreement of Amendment, dated as of June 7, 1999, between QMS, Inc., a
Delaware corporation (the "Company"), and SOUTH ALABAMA TRUST COMPANY, INC., an
Alabama trust company (the "Rights Agent").



                            W I T N E S S E T H :



     WHEREAS, on March 8, 1999, the Company entered into a Rights Agreement (the
"Rights Agreement") dated as of March 8, 1999, with the Rights Agent and also
declared a dividend of one Right for each share of Common Stock, for the purpose
of helping to protect stockholders from various abusive takeover tactics and to
encourage a prospective buyer to negotiate appropriately with the Company's
Board of Directors prior to attempting a takeover so that the Board can do its
best to protect all of the Company's stockholders; and

     WHEREAS, the Board has for some time been engaged in negotiations with
MINOLTA CO., LTD., a Japanese corporation, for the acquisition by said Japanese
corporation and/or one or more of its Affiliates or Associates (hereinafter
sometimes referred to, collectively and separately as appropriate in context, as
"Minolta"), and has reached an agreement with Minolta, set forth in the Stock
Purchase Agreement (the "Stock Purchase Agreement") dated contemporaneously
herewith between the Company and Minolta, which the Board believes to be in the
best interests of the Company and all of its stockholders, and the Board
believes that the Rights Agreement should not be applicable to the Stock
Purchase Agreement or the actions contemplated therein or certain subsequent
possible actions by Minolta and the Rights should not become exercisable
thereby:

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows
(capitalized terms used therein and herein have the same meanings as in the
Rights Agreement):

          Paragraph (a) of Section 1 of the Rights Agreement is hereby amended
     to read as follows:


          " (a)     "Acquiring Person" shall mean any Person (as such term is
     hereinafter defined) who or which, together with all Affiliates (as such
     term is hereinafter defined) and Associates (as such term is hereinafter
     defined) of such Person, without the prior approval of the Board of
     Directors of the Company, shall be the Beneficial Owner (as such term is
     hereinafter defined) of securities representing 20% or more of the shares
     of Common Stock then outstanding or who was such a Beneficial Owner at any
     time after the date hereof, whether or not such Person continues to be the
     Beneficial Owner of securities representing 20% or more of the outstanding
     shares of Common Stock, provided, however, that in no event shall a Person
     who or which, together with all Affiliates and Associates of such Person,
     is the Beneficial Owner of less than 20% of the Company's outstanding
     shares of Common Stock become an Acquiring Person solely as a result of a
     reduction of the number of shares of outstanding Common Stock, including
     repurchases of outstanding shares of Common Stock by the company, which
     reduction increases the percentage of outstanding shares of Common Stock
     beneficially owned by such Person and provided further that Acquiring
     Person shall not mean (i) the Company, (ii) any subsidiary of the Company
     (as such term is hereinafter defined), (iii) any employee benefit plan of
     the Company or any of its subsidiaries, (iv) any entity holding securities
     of the Company organized, appointed or established by the Company or any of
     its subsidiaries for or pursuant to the terms of any such plan, (v) any
     underwriter in connection with an underwritten offering of the Company's
     securities, or (vi) Minolta Co., Ltd., and/or any of its Affiliates or
     Associates (collectively "Minolta")  (a) by reason of the execution or
     implementation of the Stock Purchase Agreement dated June 7, 1999 between
     the Company and Minolta or any of the transactions contemplated in or by
     said Stock Purchase Agreement,  (b) at any time after Minolta has acquired
     a majority of the shares of Common Stock of the Company then outstanding,
     or (c) if Minolta has not acquired a majority of the outstanding shares of
     Common Stock of the Company pursuant to the tender offer contemplated by
     said Stock Purchase Agreement, so long as Minolta does not acquire more
     than an additional 2% of the shares of Common Stock of the Company then
     outstanding after giving effect to any purchase of shares of Common Stock
     made by Minolta pursuant to such tender offer ."

     This Agreement of Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Amendment to be duly executed, all as of the day year first above written.

                              COMPANY:



                              QMS, INC.

ATTEST:



By:/s/ Xxxxx X. Xxxxxxx                 By:/s/ Xxxxxx X. Xxxxxxx

      Xxxxx X. Xxxxxxx, Secretary             Xxxxxx X. Xxxxxxx, President





                              RIGHTS AGENT:



                              SOUTH ALABAMA TRUST COMPANY, INC.





                              By:/s/ Xxx Xxxxxxx

                                    Name:Xxx Xxxxxxx

                                    Title:President & CEO