EXHIBIT 10(h)(ii)

                      EXECUTIVE AGREEMENT


     THIS EXECUTIVE AGREEMENT (this "Agreement") entered into  as
of  January 5, 1998, by and between QMS, INC. (the "Company"),  a
corporation  organized under the laws of the State  of  Delaware,
and EDWARD E. LUCENTE (the "Executive").

                      W I T N E S S E T H

     WHEREAS,  to assure that the Company will continue  to  have
the  Executive's services available to the Company,  the  Company
desires  to  provide  the Executive with  benefits  upon  certain
contingencies;

     NOW,  THEREFORE,  in  consideration of  the  foregoing,  the
continued  employment of the Executive and  for  other  good  and
valuable  consideration,  the receipt and  sufficiency  of  which
hereby are acknowledged, the parties hereto agree as follows:

1.   DEFINITIONS

     (a)   "Affiliate"  shall  mean a  person  that  directly  or
indirectly, through one or more intermediaries, controls,  or  is
controlled  by,  or  is under common control  with,  a  specified
person.

     (b)    "Associate"   shall  mean:   (i)   any   corporation,
partnership or other organization of which a specified person  is
an  officer  or  partner,  or  is, directly  or  indirectly,  the
beneficial  owner of ten percent (10%) or more of  any  class  of
equity  securities  thereof, (ii) any trust or  other  estate  in
which  the specified person has a substantial beneficial interest
or  as  to which the specified person serves as trustee or  in  a
similar fiduciary capacity, (iii) any relative or spouse of  such
specified  person, or any relative of such spouse,  who  has  the
same  home as such specified person and (iv) any person who is  a
trustee,  officer or partner of such specified person or  of  any
corporation, partnership or other entity which is an Affiliate of
such specified person.

     (c)   "Beneficial  Owner" shall be defined by  reference  to
Rule 13d-3 under Securities Exchange Act of 1934, as amended (the
"Exchange  Act"), as such Rule is in effect on the  date  hereof;
provided, however, that any individual, corporation, partnership,
Group  (as  hereinafter defined), association or other person  or
entity  which, directly or indirectly, owns or has the  right  to
acquire  any of the Company's outstanding securities entitled  to
vote  generally in the election of directors at any time  in  the
future,  whether  such right is contingent, absolute,  direct  or
indirect, pursuant to any agreement, arrangement or understanding
or  upon  exercise of conversion rights, warrants or options,  or
otherwise,  shall  be  deemed  the  Beneficial  Owner   of   such
securities.

      (d)   "Benefits"  shall mean the immediate vesting  of  all
options granted to Executive to purchase the common stock of  the
"Company"  as  authorized by the Compensation  Committee  of  the
Board.

     (e)  "Board" shall mean the Board of Directors of the Company.

     (f)   "Cause" shall mean conduct of the Executive  amounting
to  fraud, dishonesty, conviction of felony, gross negligence  or
willful misconduct.

     (g)   "Change of Control" of the Company shall be deemed  to
have  occurred  if  and  when, (1) any  individual,  corporation,
partnership,  Group,  association  or  other  person  or  entity,
together  with his, its or their Affiliates or Associates  (other
than  a  trustee or other fiduciary holding securities  under  an
employee  benefit  plan  of  the  Company)  is  or  becomes   the
Beneficial Owner of securities of the Company representing twenty
percent  (20%)  or  more  of the combined  voting  power  of  the
Company's  then outstanding securities entitled to vote generally
in  the election of directors or (2) the Continuing Directors (as
hereinafter  defined)  shall at any time  fail  to  constitute  a
majority of the members of the Board.

     (h)   "Continuing  Directors" shall mean the  directors  who
either are members of the Board on the date hereof, or who become
members  of the Board subsequent to such date and whose election,
or  nomination  for  election by the Company's stockholders,  was
Duly  Approved by the Continuing Directors at the  time  of  such
nomination or election, either by a specific vote or by  approval
of  the  proxy statement issued by the Company on behalf  of  the
Board  in  which  such person is named as nominee  for  director,
without due objection to such nomination.

     (i)   "Duly Approved by the Continuing Directors" shall mean
an  action  approved by the vote of at least a  majority  of  the
Continuing Directors then on the Board, except, if the  votes  of
such  Continuing  Directors in favor  of  such  action  would  be
insufficient to constitute an act of the Board if a vote  by  all
of its members were to have been taken, then such term shall mean
an  action  approved  by  the unanimous vote  of  the  Continuing
Directors  then on the Board so long as there are at least  three
Continuing  Directors on the Board at the time of such  unanimous
vote.

     (j)   "Group"  shall  mean persons who  act  in  concert  as
described in Section 13(d)(3) of the Exchange Act as in effect on
the date hereof.
     
     (k)   "Trust"  shall mean the Trust specifically established
for  purposes of receipt and payment of the payment provided  for
in Section 2(c) hereof.

2.   EXECUTIVE'S RIGHTS UPON CHANGE OF CONTROL

     (a)   This  Agreement  shall be effective  immediately  upon
execution  of  this  Agreement by the parties  hereto  and  shall
remain in effect so long as the Executive remains employed by the
Company  and thereafter until all Benefits to which the Executive
is entitled under this Agreement have been provided.

     (b)   If  a Change of Control occurs while the Executive  is
employed by the Company and if, within eighteen (18) months after
the  date  of a Change of Control, the Executive's employment  is
terminated  involuntarily, or voluntarily by the Executive  based
on  material  changes in the nature or scope of  the  Executive's
duties  or  employment  or a reduction  of  compensation  of  the
Executive  made  without the Executive's consent,  the  Executive
may,  in  his sole discretion, give written notice within  thirty
(30)  days  after  the date of termination of employment  to  the
Secretary  of the Company that he intends to exercise his  rights
hereunder  and to receive the Benefits and payments provided  for
hereunder (the "Notice of Exercise").

      (c)  If the Executive gives a Notice of Exercise to receive
the Benefits and the payments provided for hereunder:
          (i)  The Compensation Committee's authorization of the immediate
            vesting of all options granted to Executive shall be effective;
            and
          (ii)      The Company shall pay to the Trust for the benefit of
            the Executive, a single cash payment (the "Executive Payment") in
            the amount equal to 200% of the base salary plus cash incentive
            compensation paid or scheduled to be paid by the Company to the
            Executive for the year in which the Change of Control occurred
            the amount which, if paid to the Executive in thirty-six (36)
            consecutive equal monthly installments commencing on the date set
            forth in Section 2(i) hereof, will have a present value equal to
            the amount by which 299%  of the Executive's "base amount" (as
            defined by Section 280G of the Internal Revenue Code of 1986, as
            amended (the "Code")) exceeds the aggregate present value of all
            other parachute payments (as defined by Section 280G of the Code)
            received by the Executive.  "Present value" shall be determined
            in accordance with Section 280G(d)(4) of the Code.

     (d)  Within thirty (30) days after the date of giving of the
Notice  of  Exercise by the Executive, the Company shall  provide
written  notice  to  the Executive setting  forth  the  Company's
computation of the amount that would be payable pursuant  to  the
Executive's  election  hereunder,  accompanied  by  the   written
opinion of the Company's independent certified public accountants
confirming  the  Company's computation.  If the  Executive  takes
exception  to  the  Company's computation  of  such  amount,  the
Executive  shall have forty-five (45) days from the date  of  the
giving of the Notice of Exercise to give a further written notice
to  the  Company  (the "Notice of Exception")  setting  forth  in
reasonable  detail the Executive's exceptions  to  the  Company's
computation,   accompanied  by  the  written   opinion   of   the
Executive's tax advisor confirming the basis for such exceptions.

      (e)   Forty-five  (45) days after the date  of  giving  the
Notice  of Exercise by the Executive, the Company shall make  the
payment  provided for in Section 2(c) hereof unless the Executive
has  given a Notice of Exception to the Secretary of the Company,
in  which event, the Company and the Executive shall submit their
respective computations and tax opinions to a third tax  advisor,
mutually  agreeable to each, whose determination  of  the  matter
shall  be  final  and binding on the Company and  the  Executive.
After  such final determination, the Company shall have five  (5)
business days to make the payment provided for in Section 2(c).

     (f)  The Company shall, within the time periods described in
Section  2(e),  deliver  to the Trust  for  the  benefit  of  the
Executive, its certified or cashier's check in the amount payable
pursuant  to  Section 2(c) and payment of such Executive  Payment
shall not terminate the Executive's rights to receive any and all
other  payments,  rights  or benefits arising  pursuant  to  this
Agreement  or from any other agreement, plan or policy  which  by
its terms or by operation of law provides for the continuation of
such  payments, rights or benefits after the termination  of  the
Executive's relationship with the Company.

     (g)  The Executive Payment shall be in addition to and shall
not  be  offset  or  reduced by (1) any other amounts  that  have
accrued or have otherwise become payable to the Executive or  his
beneficiaries, but have not been paid by the Company at the  time
the  Executive  gives the Notice of Exercise including,  but  not
limited  to,  salary, severance pay, consulting fees,  disability
benefits,  termination benefits, retirement  benefits,  life  and
health  insurance benefits or any other compensation  or  benefit
payment  that  is part of any valid previous, current  or  future
contract,  plan  or  agreement, written  or  oral,  and  (2)  any
indemnification payments that may have accrued but  not  paid  or
that  may thereafter become payable to the Executive pursuant  to
the provisions of the Company's Certificate of Incorporation, By-
laws  or  similar  policy,  plan or  agreement  relating  to  the
indemnification  of directors and officers of the  Company  under
certain circumstances.
     
     (h)   The  Executive Payment, when paid into  the  Trust  is
intended  to be tax-deferred until actual receipt of such  monies
by  the Executive.  All cost of establishing the Trust, including
but  not  limited to legal fees and trustee fees,  shall  be  the
responsibility of and paid by the Company.
     
     (i)   The  trustees  of  the Trust shall  hold  such  monies
constituting  the Executive Payment and pay installments  thereof
to  the Executive as required hereunder pursuant to the terms  of
the  trust agreement governing the Trust.  Beginning on the first
day  of  the first full month after the payment of the  Executive
Payment  to  the  Trust and for each month  thereafter  that  the
Executive remains unemployed, the trustee of the Trust will  pay,
in  cash,  to  the Executive, at the address set  forth  for  the
Executive  at  the  end  of  this Agreement,  a  portion  of  the
Executive  Payment equal to one-thirty-sixth (1/36) of the  total
Executive  Payment,  so that the Executive  shall  receive  equal
monthly installments of the Executive Payment on the first day of
each month of the period he remains so unemployed.
     
     (j)  In the event that the Executive shall accept employment
with  a  person,  firm  or  corporation other  than  the  Company
(including becoming self-employed), following the exercise by the
Executive  of  his  right to receive the Executive  Payment,  the
Executive  shall, within five(5) business days of this acceptance
of such new employment, notify the Company and the trustee of the
Trust of such re-employment and the amount of compensation to  be
paid  in  connection  therewith.  From and after  the  date  that
compensation begins to accrue to the Executive in connection with
such  new employment, if the Executive's new monthly compensation
is  less  than  the  amount of the installment of  the  Executive
Payment  that  would otherwise be due and payable, the  Executive
shall  be  entitled to a partial payment of such  installment  of
Executive  Payment  in an amount equal to the difference  between
said  installment  of  Executive  Payment  and  the  new  monthly
compensation (the "Compensation Differential").  In the event the
Executive's new monthly compensation shall exceed the  amount  of
the  installment  of  Executive  Payment  due  and  payable,  the
difference shall be carried over by the trustee and deducted from
any Compensation Differential to be paid in any subsequent month.
The  Executive shall deliver to the trustee within  fifteen  (15)
days  after  the  first of each month during  the  term  of  this
Agreement certification, in the form attached hereto, as  to  the
amount  of  new  monthly compensation received or  to  which  the
Executive is entitled for the preceding month.  In the event such
certification shows a Compensation Differential, within five  (5)
business  days of receipt of such certification, the  trustee  of
the  Trust  will  make the partial payment of the installment  of
Executive Payment (adjusted as herein provided) to the Executive.
The trustee shall return and pay to the Company any portion of an
Executive  Payment installment for each month  not  paid  to  the
Executive as provided herein.
     
     In  the  event  that during the term of this  Agreement  the
Executive  dies,  the Executive's legal representative  shall  be
entitled  to  receive the entire Executive Payment  provided  for
hereunder in the manner and as if the Executive had not died.
     
3.   EXECUTIVE'S EXPENSES

     All   costs   and  expenses  (including  reasonable   legal,
accounting and other advisory fees) incurred by the Executive  to
(a)  defend  the  validity  of this Agreement,  (b)  contest  any
determinations by the Company concerning the amounts  payable  by
the  Company to the Executive under this Agreement, (c) determine
in  any  tax  year of the Executive the tax consequences  to  the
Executive  of any amounts payable (or reimbursable) hereunder  or
(d)  prepare responses to an Internal Revenue Service  audit  of,
and otherwise defend, his personal income tax return for any year
which   is   the  subject  of  any  such  audit  or  an   adverse
determination,  administrative  proceeding  or  civil  litigation
arising therefrom that is occasioned by or related to an audit by
the  Internal Revenue Service of the Company's income tax returns
to  the  extent such audit, adverse determination, administrative
proceeding  or  civil  litigation  relate  to  the  Benefits  and
Executive  Payments provided for herein, upon written  demand  by
the  Executive,  to  be promptly advanced or  reimbursed  to  the
Executive or paid directly, on a current basis, by the Company or
its successors.

     If  at  any  time  during  the term  of  this  Agreement  or
afterwards  there  should arise any dispute as to  the  validity,
interpretation  or application of any term or condition  of  this
Agreement,  the  Company  agrees,  upon  written  demand  by  the
Executive  (and the Executive shall be entitled, upon application
to  any  court  of  competent jurisdiction, to  the  entry  of  a
mandatory injunction, without the necessity of posting  any  bond
with respect thereto), compelling the Company promptly to provide
sums sufficient to pay on a current basis (either directly or  by
reimbursing  the Executive) the Executive's costs and  reasonable
attorneys'   fees   (including  expenses  of  investigation   and
disbursements  for  the  fees  and  expenses  of  experts,  etc.)
incurred by the Executive in connection with any such dispute  or
any  litigation,  regardless  of whether  the  Executive  is  the
prevailing  party in such dispute or litigation; provided,  that,
the court in which such litigation is first initiated determined,
with respect to this obligation, upon application of either party
hereto,  that  the  Executive did not  initiate  such  litigation
frivolously.   Under  no  circumstances shall  the  Executive  be
obligated  to  pay  or reimburse the Company for  any  attorneys'
fees,  costs or expenses incurred by the Company.  The provisions
of this subsection shall survive the expiration or termination of
this Agreement.

4.   TAX INDEMNITY

     Should  any  of  the payments or reimbursements  under  this
Agreement or any other plan, agreement or arrangement between the
Executive and the Company, be determined or alleged to be subject
to an excise or similar purpose tax pursuant to Code Section 4999
or  any  successor other comparable federal, state or  local  tax
laws,  the  Company  shall pay to the Executive  such  additional
compensation  as  is  necessary (after taking  into  account  all
federal, state and local income taxes payable by the Executive as
a result of the receipt of such additional compensation) to place
the  Executive in the same after-tax position (including federal,
state  and local taxes) he would have been in had no such  excise
or  similar  purpose  tax (or any interest or penalties  thereon)
been paid or incurred by the Executive.

     If  the  Executive intends to make any payments with respect
to  any  such  excise or similar purpose tax as a  result  of  an
adjustment to the Executive's tax liability by any federal, state
or  local  tax  authority, the Company will pay  such  additional
compensation  by  delivering  its certified  or  cashier's  check
payable  in  such  amount of the Executive  within  fifteen  (15)
business  days  after the Executive notifies the Company  of  his
intention  to make such payment.  Without limiting the obligation
of  the Company hereunder, the Executive agrees, in the event the
Executive  makes any payment pursuant to the preceding  sentence,
to  negotiate  with  the Company in good faith  with  respect  to
procedures reasonably requested by the Company which would afford
the  Company the ability to contest the imposition of such excise
tax; provided however, that the Executive will not be required to
afford the Company any right to contest the applicability of  any
such  excise  tax  to  the extent that the  Executive  reasonably
determines (based upon the opinion of his tax counsel) that  such
contest  is  inconsistent with the overall tax interests  of  the
Executive.

     In the event that the Executive intends to file a tax return
which takes the position that such excise or similar purpose  tax
is  due  and payable, in reliance upon a written opinion  of  the
Executive's tax counsel that it is more likely than not that such
excise  tax  is  due and payable, the Executive shall,  at  least
forty-five  (45)  days  in  advance of the  due  date  (including
extensions) of filing of his tax return, notify and submit to the
Company  his  computations  and tax  counsel's  opinion  to  such
effect.  The Company shall have thirty (30) days from its receipt
of  such  notice  to  examine, along with its tax  advisors,  the
computations  and  advise  the Executive  of  its  recommendation
(evidenced by the written opinion of its tax advisors) as to  the
merits  of such a position.  The Executive hereby agrees to  then
file  his  tax  return on the basis of such  recommendation.   No
payment   shall   be  made  by  the  Company  pursuant   to   the
indemnification provided for herein unless and until, in the case
of   the   non-audited  return  circumstance  discussed  in   the
immediately  preceding two sentences, the notice and computations
provided for therein have been timely delivered to the Company.

5.   GENERAL PROVISIONS

     (a)    Severability.   In  case  any  one  or  more  of  the
provisions  of this Agreement shall, for any reason, be  held  or
found  by final judgment of a court of competent jurisdiction  to
be  invalid,  illegal or unenforceable in any  respect  (1)  such
invalidity, illegality or unenforceability shall not  affect  any
other  provisions of this Agreement, (2) this Agreement shall  be
construed  as if such invalid, illegal or unenforceable provision
had  never  been  contained herein, and (3) if the  effect  of  a
holding  or  finding that any such provision is  either  invalid,
illegal   or  unenforceable  is  to  modify  to  the  Executive's
detriment,  reduce or eliminate any compensation,  reimbursement,
payment, allowance or other benefit to the Executive intended  by
the  Company  and Executive in entering into this Agreement,  the
Company shall promptly negotiate and enter into an agreement with
the   Executive  containing  alternative  provisions  (reasonably
acceptable to the Executive), that will restore to the  Executive
(to  the  extent  legally  permissible)  substantially  the  same
economic, substantive and income tax benefits the Executive would
have enjoyed had any such provision of this Agreement been upheld
as  legal, valid and enforceable.  Failure to insist upon  strict
compliance  with  any provision of this Agreement  shall  not  be
deemed  a  waiver of such provision or of any other provision  of
this Agreement.

     (b)   Entire Agreement.  The Executive acknowledges  receipt
of a copy of this Agreement, which has been executed in duplicate
and  agrees that, with respect to the subject matter hereof, this
is  the  entire  agreement  with  the  Company  relating  to  the
Executive  Payment  with the Company.   Any  other  oral  or  any
written  representations, understandings or agreements  with  the
Company  or  any of its officers or representatives covering  the
same  subject  matter which are in conflict with  this  Agreement
hereby  are merged into and superseded by the provisions of  this
Agreement.

     (c)  No Set-off.  The Company shall have no right of set-off
or counterclaim in respect of any debt or other obligation of the
Executive  to the Company against any payment or other obligation
of the Company to the Executive provided for in this Agreement.

     (d)    Modification  and  Waiver.   No  provision  of   this
Agreement  may  be  amended,  modified  or  waived  unless   such
amendment,  modification or waiver shall be agreed to in  writing
and  signed  by the Executive and by a person duly authorized  by
the Board.

     (e)  No Assignment of Compensation.  No right or interest in
any  compensation  or reimbursement payable  hereunder  shall  be
assignable or divisible by the Executive; provided, however, that
this  provision shall not preclude the Executive from designating
one  or  more  beneficiaries to receive any amount  that  may  be
payable  after his death and shall not preclude his  executor  or
administrator from assigning any right hereunder to the person or
persons entitled thereto.

     (f)  No Attachment.  Except as required by law, no right  to
receive  payments  under  this  Agreement  shall  be  subject  to
anticipation,   commutation,   alienation,   sale,    assignment,
encumbrances,  charge, pledge or hypothecation, or to  execution,
attachment, levy or similar process or assignment by operation of
law,  and  any attempt, voluntary or involuntary, to  affect  any
such action shall be null, void and of no effect.

     (g)   Headings.   The headings of Sections  and  subsections
hereof are included solely for convenience of reference and shall
not   control  the  meaning  or  interpretation  of  any  of  the
provisions of this Agreement.

     (h)   Governing Law.  This Agreement shall be  construed  in
accordance with and governed for all purposes by the laws of  the
State of Alabama.

     (i)  No Assignment of Agreement.  This Agreement may not  be
assigned,  partitioned, subdivided pledged,  or  hypothecated  in
whole or in part without the express prior written consent of the
Executive  and  the  Company.   This  Agreement  shall   not   be
terminated either by the voluntary or involuntary dissolution  or
the winding up of the affairs of the Company, or by any merger or
consolidation wherein the Company is not the surviving entity, or
by  any  transfer  of all or substantially all of  the  Company's
assets on a consolidated basis.  In the event of any such merger,
consolidation  or  transfer of assets,  the  provisions  of  this
Agreement  shall be binding upon the surviving entity or  to  the
entity to which such assets shall be transferred.

     (j)   Interest on Amounts Payable.  If any amounts which are
required  or  determined to be paid or payable or  reimbursed  or
reimbursable to the Executive under this Agreement  (or  after  a
Change  of  Control, under any other plan, agreement,  policy  or
arrangement  with the Company) are not so paid  promptly  at  the
times  provided  herein  or therein, such  amounts  shall  accrue
interest  at an annual percentage rate of ten percent (10%)  from
the  date  such amounts were required or determined to have  been
paid  or  payable or reimbursed or reimbursable to the  Executive
until  such amounts and any interest accrued thereon are  finally
and  fully  paid; provided, however, that in no event  shall  the
amount  of interest contracted for, charged or received hereunder
exceed  the  maximum non-usurious amount of interest  allowed  by
applicable law.

     (k)   Notices.  Any notice required or permitted to be given
under  this Agreement shall be in writing and shall be deemed  to
have  been  given when delivered in person, by telecopy  or  when
deposited  in  the U.S. mail, postage prepaid, to the  respective
addresses  set  forth on the signature pages of  this  Agreement,
unless  a party changes his or its address for receiving  notices
by  giving  notice in accordance with this subsection,  in  which
case, to the address specified in such notice.

     (l)   Federal  Income  Tax  Withholding.   The  Company  may
withhold  from  any  benefits payable under  this  Agreement  all
federal, state, city or other taxes as shall be required pursuant
to any law or governmental regulation or ruling.
     
     IN  WITNESS WHEREOF, the parties have executed and delivered
this Executive Agreement as of the day and year indicated above.
                              
 QMS, INC.                             EDWARD E. LUCENTE
 
 One Magnum Pass
 Mobile, Alabama 36618                 /s/ Edward E. Lucente
                                       (Signature)


 By: /s/  Charles D. Daley             c/o  QMS, Inc.
 Name: Charles D. Daley                One Magnum Pass
 Title:   Executive VP & COO           Mobile, Alabama  36618