MINOLTA-QMS, INC.
             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                        TABLE OF CONTENTS

ARTICLE I
     Purpose and Adoption of Plan  1
     1.1  Adoption: 1
     1.2  Purpose:  1

ARTICLE II
     Definitions
          1
     2.1  "Accounts 1
     2.2  "Administrative Committee"    1
     2.3  "Base Pay"     1
     2.4  "Beneficiary"  1
     2.5  "Change of Control" 1
     2.6  "Code"    2
     2.7  "Company" 2
     2.8  "Compensation" 2
     2.9  "Deferral Account"  2
     2.10 "Deferral Election" 2
     2.11 "Effective Date"    2
     2.12 "Eligible Employee" 2
     2.13 "Employee"     2
     2.14 "ERISA"   2
     2.15 "Employer Contributions" 3
     2.16 "Employer Discretionary Contribution Account"     3
     2.17 "Employer Matching Contribution Account"     3
     2.18 "Enrollment Date"   3
     2.19 "Investment Request"     3
     2.20 "Leave of Absence"  3
     2.21 "Normal Retirement Date" 3
     2.22 "Participant"  3
     2.23 "Plan"    3
     2.24 "Plan Year"    3
     2.25 "Year of Service"   3
     2.26 "Year of Participation Service"    3

ARTICLE III
     Administration of Plan
          4
     3.1  Procedures     4
     3.2  Compensation   4
     3.3  Authority of Committee   4
     3.4  Expense Reimbursement    4
     3.5  Duties    4
     3.6  Claim Procedure     5

ARTICLE IV
     Arbitration
          6
     4.1  Applicable Rules and Law 6
     4.2  Exhaustion of Administrative Remedy     6
     4.3  Costs     6
     4.4  Statute of Limitations   6
     4.5  Place of Hearing and Selection of Arbitrator 6
     4.6  Discovery 7
     4.7  Resolution of Cases and Costs 7

ARTICLE V
     Eligibility    7
     5.1  Participation  7
     5.2  Modification of Eligibility Criteria    7

ARTICLE VI
     Election for Deferral of Payment
          8
     6.1  Participant Deferrals    8
     6.2  Deferral Account    8
     6.3  Deferral Election   8
     6.4  Effect of Election  8
     6.5  Election of Form and Time of Benefit Payments     8
     6.6  Suspension of Election   8
     6.7  Amendment of Election    9

ARTICLE VII
     Employer Contributions and Vesting
          9
     7.1  Employer Matching Contributions    9
     7.2  Employer Discretionary Contributions    9
     7.3  Vesting of Benefits 9

ARTICLE VIII   10
     8.1  Investment Requests 10
     8.2  Allocation of Earnings   10
     8.3  Reports   10

ARTICLE IX
     Distribution of Accounts
          11
     9.1  Retirement and Termination Benefits     11
     9.2  Death Benefit  11
     9.3  Beneficiary Designation  11
     9.4  Disability Benefits 12
     9.5  Change of Control Distribution     12
     9.6  Financial Hardship Distributions   12
     9.7  Installment Payments     12
     9.8  Acceleration of Installment Payments    12
     9.9  Reemployment of Recipient     13
     9.10 Special Termination Provision 13

ARTICLE X
     Miscellaneous Provisions
          13
     10.1 Benefits Not Assignable  13
     10.2 General Assets 13
     10.3 Amendment and Termination of Plan  13
     10.4 No Effect on Other Benefits   13
     10.5 Tax Withholding     13
     10.6 Benefits Not "Compensation" for Other Plans  14
     10.7 No Contract of Employment     14
     10.8 Notice    14
     10.9 Facility of Payment 14
     10.10     Applicable Law 14
     10.11     Binding Effect 14

    MINOLTA-QMS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                            ARTICLE I
                   Purpose and Adoption of Plan

     1.1  Adoption:  Minolta-QMS, Inc. (the "Company") hereby
establishes, effective as of July 31, 2000, the Minolta-QMS, Inc.
Supplemental Executive Retirement Plan (the "Plan").

     1.2  Purpose:   The Plan is designed to permit a select
group of management or highly compensated employees who
contribute materially to the continued growth, development and
future business success of the Company in their capacity as
senior management employees to elect to defer a portion of their
Compensation until their death, disability, retirement, or
termination of employment with the Company and to provide
additional benefits to such employees in such amounts as the
Company shall determine in its sole discretion.


                           ARTICLE II
                          Definitions

     For purposes of the Plan the following terms shall have the
following meanings unless a different meaning is plainly required
by the context:

     2.1  "Accounts " shall mean the accounts established and
maintained by the Company for bookkeeping purposes to reflect the
interest of a Participant in the Plan and shall consist of the
Participant's Deferral Account and Employer Contribution Account.
The Accounts shall be bookkeeping entries only and shall be
utilized solely as devices for the measurement and determination
of the amounts to be paid to a Participant or his Beneficiary
under the Plan.

     2.2  "Administrative Committee"  shall mean the committee
appointed by the Compensation Committee of the Board of Directors
of the Company.

     2.3  "Base Pay"  shall mean the bi-monthly rate of pay of a
Participant.

     2.4  "Beneficiary"  shall mean any person, estate, trust, or
organization entitled to receive any payment under the Plan upon
the death of a Participant.  The Participant shall designate his
Beneficiary on a form provided by the Administrative Committee.

     2.5  "Change of Control"  shall mean (i) the acquisition,
after the effective date of this Plan, by any "person," as such
term is defined in Sections 13(d) and 14(d) of the Securities and
Exchange Act of 1934, as amended, of beneficial ownership of 30%
or more of the outstanding shares of the common stock of the
Company (the "Common Stock"), or (ii) when, during any period of
two consecutive years during the existence of the Plan,
individuals who, at the beginning of such period, constituted the
Board of Directors cease, for any reason other than death to
constitute at least a majority thereof, unless each director who
was not a director at the beginning of such period was
elected or nominated by at least two-thirds of the individuals
who were directors at the beginning of such period; or (iii)
approval of the Board of Directors or the shareholders of the
Company of a (A) tender offer to acquire any of the Common Stock
or voting securities of the Company, or (B) a reorganization,
merger or consolidation in each case, with respect to which
persons who were stockholders of the Company prior to such
reorganization, merger or consolidation do not, immediately
thereafter, own more than fifty-one percent of the combined
voting securities entitled to vote in the general election of
directors of the reorganized, merged or consolidated entity's
then outstanding voting securities; or (iv) approval by the Board
of Directors or shareholders of the Company of (A) a complete or
substantial liquidation or dissolution of the Company, or (B) the
sale or other disposition of all or substantially all of the
assets of the Company.

     2.6  "Code"  shall mean the Internal Revenue Code of 1986,
as amended, including any successor statute.

     2.7  "Company"  shall mean Minolta-QMS, Inc., a Delaware
corporation, and a successor to substantially all of its business
and/or assets which becomes bound by the terms and provisions of
this Plan by agreement or operation of law.

     2.8  "Compensation"  shall mean the Employee's taxable Base
Pay and bonuses, plus amounts contributed by the Company as
salary deferral contributions pursuant to the Employee's exercise
of his deferral option made in accordance with Section 401(k) of
the Code, amounts contributed by the Company to a cafeteria plan
on behalf of the Employee pursuant to his deferral  election
under such plan and in accordance with Section 125 of the Code,
amounts contributed by the Employee pursuant to his Deferral
Election under this Plan to his Deferral Account and any other
amounts contributed by the Employee on a pre-tax basis to any
other employee retirement plan or arrangement whether qualified
or non-qualified.

     2.9  "Deferral Account"  shall mean the Account of a
Participant that is maintained to reflect his Compensation
contributed to the Plan through his Deferral Election and
earnings thereon.

     2.10 "Deferral Election"  shall mean the Participant's
written election to defer a portion of his Compensation pursuant
to Article VI.

     2.11 "Effective Date"  shall mean the January 1 or July 1
next following or coinciding with the date on which the
Administrative Committee shall permit a Participant to defer
Compensation under the Plan and such other dates as may be
determined from time to time by the Administrative Committee.

     2.12 "Eligible Employee"  shall mean an Employee of the
Company who is a vice president or director with significant
management responsibilities.

     2.13 "Employee"  shall mean any person who is currently
employed by the Company.

     2.14 "ERISA"  shall mean the Employee Retirement Income
Security Act of 1974, as amended.

     2.15 "Employer Contributions"  shall mean the amounts
credited by the Company to a Participant's Accounts under Article
VII of the Plan.

     2.16 "Employer Discretionary Contribution Account"  shall
mean the Account of a Participant that is maintained to reflect
his share of Company contributions made on his behalf pursuant to
Section 7.2 and earnings thereon.

     2.17 "Employer Matching Contribution Account"  shall mean
the Account of a Participant that is maintained to reflect his
share of Company contributions made on his behalf pursuant to
Section 7.1 and earnings thereon.

     2.18 "Enrollment Date"  shall mean the Effective Date,
January 1 of each Plan Year, and
it shall mean August 1, 2000 of the first Plan Year.

     2.19 "Investment Request"  shall mean the Participant's
written request to have his Account invested pursuant to Section
8.1 or Section 8.2.

     2.20 "Leave of Absence"  shall mean a Participant's leave of
absence from his employment on account of military service,
disability or any other reason and which is authorized in writing
by the Company.

     2.21 "Normal Retirement Date"  shall mean the first date on
which the Participant has attained the age of sixty (60) and
terminated employment with the Company.

     2.22 "Participant"  shall mean an Eligible Employee who is
eligible to receive Employer Contributions and to make a Deferral
Election.  Participation in the Plan shall be determined by the
Compensation Committee of the Board of Directors in its sole
discretion.

     2.23 "Plan"  shall mean the Minolta-QMS, Inc. Supplemental
Executive Retirement Plan as amended from time to time.

     2.24 "Plan Year"  shall mean the twelve (12) month period
commencing January 1st and ending on the last day of December
next following, provide, however the first Plan Year shall be
August 1, 2000 through December 31, 2000.

     2.25 "Year of Service"  shall mean each one-year period of
time commencing on the date on which the Participant was first
employed by the Company and each anniversary thereof during which
he was actively employed by the Company or on a Leave of Absence
for the entire year.

     2.26 "Year of Participation Service"  shall mean each one-
year period of time commencing on the date on which the
Participant first became a Participant in the Plan and each
anniversary thereof during which he remained a Participant in the
Plan.

     The words in the masculine gender shall include the feminine
and neuter genders and words in the singular shall include the
plural and words in the plural shall include the singular.

                           ARTICLE III
                     Administration of Plan

     3.1  Procedures :  The Administrative Committee shall be
responsible for the general administration of the Plan.  The
Administrative Committee may select a chairman and may select a
secretary (who may, but need not, be a member of the
Administrative Committee) to keep its records or to assist it in
the discharge of its duties.  A majority of the members of the
Administrative Committee shall constitute a quorum for the
transaction of business at any meeting.  Any determination or
action of the Administrative Committee may be made or taken by a
majority of the members present at any meeting thereof, or
without a meeting by resolution or written memorandum concurred
in by a majority of the members.

     3.2  Compensation :  No  member of the Administrative
Committee shall receive any compensation from the Plan for his
service.

     3.3  Authority of Committee :  The Administrative Committee
shall administer the Plan in  accordance with its terms and shall
have all powers necessary to carry out the provisions of the Plan
more particularly set forth herein.  It shall interpret the Plan
and shall determine all questions arising in the administration,
interpretation and application of the Plan.  Any such
determination by it shall be conclusive and binding on all
persons.  It may adopt such regulations as it deems desirable for
the conduct of its affairs.  It may appoint such accountants,
counsel, actuaries, specialists and other persons as it deems
necessary or desirable in connection with the administration of
this Plan, and shall be the agent for the service of process.

     3.4  Expense Reimbursement :  The Administrative Committee
shall be reimbursed by the Company for all reasonable expenses
incurred by it in the fulfillment of its duties.  Such expenses
shall include any expenses incident to its functioning,
including, but not limited to, fees of accountants, counsel,
actuaries, and other specialists, and other costs of
administering the Plan.

     3.5  Duties :

          (a)  The Administrative Committee is responsible for
the daily administration of the Plan.  It may appoint other
persons or entities to perform any of its fiduciary functions.
The Administrative Committee and any such appointee may employ
advisors and other persons necessary or convenient to help it
carry out its duties, including its fiduciary duties.  The
Administrative Committee shall review the work and performance of
each such appointee, and shall have the right to remove any such
appointee from his position.  Any person, group of persons or
entity may serve in more than one fiduciary capacity.

          (b)  The Administrative Committee shall maintain
accurate and detailed records and accounts of Participants and of
their rights under the Plan and of all receipts, disbursements,
transfers and other transactions concerning the Plan.  Such
accounts, books and records relating thereto shall be open at all
reasonable times to inspection and audit by the Board of
Directors and by persons designated thereby.

          (c)  The Administrative Committee shall take all steps
necessary to ensure that the Plan complies with the law at all
times.  These steps shall include such items as the preparation
and filing of all documents and forms required by any
governmental agency; maintaining of adequate Participants'
records; withholding of applicable taxes and filing of all
required tax forms and returns; recording and transmission of all
notices required to be given to Participants and their
Beneficiaries; the receipt and dissemination, if required, of all
reports and information received from the Company; and doing such
other acts necessary for the proper administration of the Plan.
The Administrative Committee shall keep a record of all of its
proceedings and acts, and shall keep all such books of account,
records and other data as may be necessary for proper
administration of the Plan.  The Administrative Committee shall
notify the Company upon its request of any action taken by it,
and when required, shall notify any other interested person or
persons.

     3.6  Claim Procedure :  In the event that the claim of any
person to all or any part of any payment or benefit under this
Plan shall be denied, the Administrative Committee shall notify
the applicant in writing of such decision with respect to his
claim within ninety (90) days after the applicant's submission of
such claim.  The notice shall be written in a manner calculated
to be understood by the applicant and shall include:

          (a)  The specific reasons for the denial;

          (b)  Specific references to the pertinent Plan provisions on which
the denial is based;

          (c)  A description of any additional material or information necessary
for the applicant to perfect the claim and an explanation of why such material
or information is necessary; and

          (d)  An explanation of the Plan's claim review procedures.

          If specific circumstances require an extension of time for processing
the initial claim, a written notice of the extension and the reason therefor
shall be furnished to the claimant before the end of the ninety (90)-day
period.  In no event shall such extension exceed ninety (90) days.

          In the event a claim for benefits is denied or if the applicant has
received no response to such claim within ninety (90) days of its submission
(in which case the claim for benefits shall be deemed to have been denied), the
applicant or his duly authorized representative, at the applicant's sole
expense, may appeal the denial to the Administrative Committee within sixty
(60) days of the receipt of written notice of the denial or sixty (60) days from
the date such claim is deemed to be denied.  In pursuing such appeal the
applicant or his duly authorized representative:

          (a)  may request in writing that the Administrative Committee review
the denial;

          (b)  may review pertinent documents; or

          (c)  may submit issues and comments in writing.
     The decision on review shall be made within sixty (60) days of receipt of
the request to review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible,
but not later than one hundred twenty (120) days after receipt of the request
for review.  If such an extension of time is required, written notice of the
extension shall be furnished to the claimant before the end of the original
sixty (60) day period.  The decision on review shall be made in writing, shall
be written in a manner calculated to be understood by the claimant, and shall
include specific references to the provisions of the Plan on which the
denial is based.  If the decision on review is not furnished within the time
specified above, the claim shall be deemed denied on review.


                          ARTICLE IVArbitration
     4.1  Applicable Rules and Law :  Any controversy relating to
a claim arising out of or relating to this Plan, including, but
not limited to claims for benefits due under this Plan, claims
for the enforcement of ERISA, claims based on the federal common
law of ERISA, claims alleging discriminatory discharge under
ERISA, claims based on state law, and assigned claims relating to
this Plan shall be settled by arbitration in accordance with the
then current Employee Benefit Claims Arbitration Rules of the
American Arbitration Association (the "AAA") or any successor
rules which are hereby incorporated into the Plan by this
reference; provided, however, both the Company and the
Participant shall have the right at any time to seek equitable
relief in court without submitting the issue to arbitration.

     4.2  Exhaustion of Administrative Remedy :  Neither the
Participant (or his beneficiary) nor the Plan may be required to
submit any such claim or controversy to arbitration until the
Participant (or his beneficiary) has first exhausted the Plan's
internal appeals procedures set forth in Section 3.6.  However,
if the Participant (or his beneficiary) and the Company agree to
do so, they may submit the claim or controversy to arbitration at
any point during the processing of the dispute.

     4.3  Costs :  The Company will bear all costs of an
arbitration, except that the Participant will pay the filing fee
set by the AAA and the arbitrator shall have the power to
apportion among the parties expenses such as pre-hearing
discovery, travel, experts' fees, accountants' fees, and
attorney's fees except as otherwise provided herein.  The
decision of the arbitrator shall be final and binding on all
parties, and judgment on the arbitrator's award may be entered in
any court of competent jurisdiction.

     4.4  Statute of Limitations :  If there is a dispute as to
whether a claim is subject to arbitration, the arbitrator shall
decide that issue.  The claim must be filed with the AAA within
the applicable statute of limitations period.  The arbitrator
shall issue a written determination sufficient to ensure
consistent application of the Plan in the future.

     4.5  Place of Hearing and Selection of Arbitrator : Any
arbitration will be conducted in accordance with the following
provisions, notwithstanding the Rules of the AAA.  The
arbitration will take place in a neutral location within the
metropolitan area in which the Participant was or is employed by
the Company.  The arbitrator will be selected from the attorney
members of the Commercial Panel of the AAA who reside in the
metropolitan area where the arbitration will take place and have
at least 5 years of ERISA experience.  If an arbitrator meeting
such qualifications is unavailable, the arbitrator will be
selected from the attorney members of the National Panel of
Employee Benefit Claims Arbitrators established by the AAA.

     4.6  Discovery :  In any such arbitration, each party shall
be entitled to discovery of any other party as provided by the
Federal Rules of Civil Procedure then in effect; provided,
however, that discovery shall be limited to a period of 60 days.
The arbitrator may make orders and issue subpoenas as necessary.
The arbitrator shall apply ERISA, as construed in the federal
Circuit in which the arbitration takes place, to the
interpretation of the Plan and the Federal Arbitration Act to the
interpretation of this arbitration provision.

     4.7  Resolution of Cases and Costs :  Any party has the
right to arrange for a stenographic record to be made of the
proceedings, which stenographic record shall be the official
record.  Either party may make an offer of judgment at any time
in accordance with the procedures of Rule 68 (or its successor)
of the Federal Rules of Civil Procedure.  The existence of such
an offer is not admissible in any proceeding.  If the monetary
award of the arbitrator to a party is less than any monetary
offer to that party plus 20 percent of such offer, then that
party receiving such award shall pay the other party his
reasonable attorneys' fees, experts' fees, accountants' fees and
other costs incurred with respect to the arbitration following
the date of the offer of judgment.  Such amount is to be deducted
from the award prior to payment.  Arbitration is the exclusive
remedy for any dispute between the parties other than equitable
relief which either party may seek through the court system.


                            ARTICLE V
                           Eligibility

     5.1  Participation :  Any Eligible Employee who is a member
of a select group of management or highly compensated Employees,
and who is selected for participation in the Plan by the
Administrative Committee of the Company in its sole discretion,
shall be eligible to participate in the Plan except those
Employees who are classified as among the five most highly
compensated employees for Securities and Exchange Commission
("SEC") reporting purposes, who shall be selected for
participation in the Plan by the Compensation Committee of the
Board of Directors.  An Eligible Employee who is selected to
participate shall be designated on Exhibit A hereto by the
Administrative Committee from time to time as a Participant.  An
Eligible Employee who is selected for participation may elect to
be a Participant by executing a participation agreement by which
he agrees to be bound by the terms of the Plan.

     5.2  Modification of Eligibility Criteria :  Notwithstanding
the above, the Executive Committee of the Company shall be
authorized to modify the eligibility requirements and rescind the
eligibility of any Participant if necessary to insure that the
Plan is maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly
compensated employees under ERISA.

                               ARTICLE VI
                   Election for Deferral of Payment

     6.1  Participant Deferrals :  A Participant may elect to
defer from the Compensation otherwise payable to him during each
payroll period after his Effective Date any whole percentage from
1% to 100% of his Base Pay and any percentage from 1% to 100% of
his bonus pay, such amount to be credited to his Deferral Account
under the Plan.

     6.2  Deferral Account : A Deferral Account shall be
established for each Participant by the Company as of the
effective date of such Participant's initial Deferral Election.
The Participant's Deferral Account shall be credited monthly with
the Compensation he has deferred under the Plan.

     6.3  Deferral Election :  The Deferral Election shall be
made in writing on a form prescribed by the Company and said
Deferral Election shall state:

          (a)  That the Participant wishes to make an election to
defer the receipt of a portion of his Base Pay and/or bonus pay,
and

          (b)  The percentage of such Base Pay and/or bonus pay to be deferred.

     6.4  Effect of Election :  The initial Deferral Election of
a new Participant shall be made by written notice signed by the
Participant and delivered to the Company not later than thirty
(30) days after the later of August 1, 2000 or the Employee's
Effective Date.  Any modification or revocation of the most
recent Deferral Election shall be made by written notice signed
by the Participant and delivered to the Company not later than
the first (1st) day of the month prior to the next succeeding
Plan Year (or such later date as the Administrative Committee may
determine) and shall be effective on the first day of such
succeeding Plan Year.  A Deferral Election with respect to the
deferral of future Compensation shall be an annual election for
each Plan Year.  The termination of participation in the Plan
shall not affect Compensation previously deferred by a
Participant under the Plan.

     6.5  Election of Form and Time of Benefit Payments :  At the
time of the initial Deferral Election, the Participant shall
elect (a) the form of payment to be received upon his retirement
or termination of employment, such form to be either a lump sum
or monthly, quarterly, or annual installments, over a period not
to exceed fifteen (15) years and (b) the time for commencement of
distribution of payment which shall not be later than the second
anniversary of his retirement or termination of employment,
subject to the provisions regarding the form of payments in
Section 9.1.  The initial Deferral Election with respect to the
form of payments and the time for the commencement of payments
shall govern the distribution of an account, except as provided
in Section 6.6.

     6.6  Suspension of Election :  Notwithstanding the
provisions of Section 6.4 of the Plan, the Administrative
Committee, in its sole discretion upon written application by a
Participant, may authorize the suspension or reduction of a
Participant's Deferral Election in the event of an unforeseeable
emergency upon receiving a written request to the Administrative
Committee accompanied by evidence to demonstrate that the
circumstances qualify as an unforeseeable emergency.  An
unforeseeable emergency is an unanticipated emergency that is
caused by an event beyond the control of the Participant and that
would result in severe financial hardship if suspension was not
permitted.  Any suspension authorized by the Administrative
Committee shall become effective as of the first payroll period
beginning thirty (30) days after receipt by the Company of the
suspension application, or as soon as practicable after the
receipt of such application.  Such suspension shall be effective
for the remainder of the Plan Year and shall be deemed an annual
election for each succeeding Plan Year unless modified under
Section 6.4 of the Plan.

     6.7  Amendment of Election :  With the approval of the
Administrative Committee, a Participant may amend a prior
Deferral Election on a form provided by the Administrative
Committee not prior to the 390th day nor later than the 360th day
prior to his retirement or termination of employment in order to
change (a) the form, and/or (b) the time for the commencement of
the distribution of his Account in accordance with the terms of
the Plan.  Any such amendment to a prior Deferral Election, as
described in the Section 6.5, shall be contingent upon the
Participant's completion of a one-year term of employment, except
in the event of the death or disability of the Participant.


                           ARTICLE VII
               Employer Contributions and Vesting

     7.1  Employer Matching Contributions : The Company shall
contribute as an Employer Matching Contribution to the Employer
Matching Contribution Account of each Participant an amount equal
to fifty percent (50%) of amounts contributed to the Plan by a
Participant pursuant to his Deferral Election for a Plan Year
under Article VI; provided, however, the maximum Employer
Matching Contribution for any Plan Year shall be $10,000
regardless of the amount contributed by a Participant for the
Plan Year.

     7.2  Employer Discretionary Contributions :  The Company
shall credit as an Employer Discretionary Contribution to the
Employer Discretionary Contribution Account of each Participant
employed on the last day of a Plan Year such amount, if any, as
the Compensation Committee of the Company shall determine in its
sole discretion, taking into consideration such factors as the
Participant's prior service, job responsibilities and performance
and the Company's success in meeting its financial goals.  The
amount of the Employer Discretionary Contribution for a Plan
Year, if any, shall be communicated to Participants and shall be
credited to the Account of Participants as soon as reasonably
practicable following the end of a Plan Year.

     7.3  Vesting of Benefits : In the event of the Participant's
termination of employment for any reason, the balance in his
Deferral Account (including investment earnings or losses
thereon) will always be 100% vested.  In the event of the
Participant's death, disability or retirement on after the
Participant's Normal Retirement Date, or in the event of a Change
of Control, the balance in his Employer Matching Contribution
Account and Employer Discretionary Contribution Account
(including investment earnings or losses thereon) shall be fully
vested.  In the event that the Participant terminates employment
for any reason other than death, disability or retirement on or
after the Participant's Normal Retirement Date, then the balance
in his Employer Matching Contribution Account and Employer
Discretionary Contribution Account (including investment earnings
or losses thereon) will vest according to the schedule below:

          Years of Participation                    Vested Percentage
               Service

          Less than 1                                       0%
          1 but less than 2                                 20%
          2 but less than 3                                 40%
          3 but less than 4                                 60%
          4 but less than 5                                 80%
          5 or more                                         100%


                          ARTICLE VIII
                     Investment of Accounts

     8.1  Investment Requests :  The Account(s) of each
Participant shall be credited as of the last day of each calendar
quarter with investment earnings based upon the balances in the
Account(s) or on such more frequent basis as determined by the
Administrative Committee.  A Participant may request how his
Account(s) are deemed to be invested.  The Investment Request
shall be made in writing on a form prescribed by the Company and
shall be delivered to the Company prior to the Enrollment Date of
the next succeeding Plan Year and shall be effective on such
Enrollment Date or the first day of such succeeding Plan Year.
The Investment Request made in accordance with this Article VIII
shall continue unless the Participant changes the Investment
Request in accordance with procedures designated by the
Administrative Committee.  Any such change shall become effective
for the months subsequent to the request.  The Administrative
Committee shall be authorized to permit more frequent changes in
investment options to be effective on such dates as it shall
specify.  The Administrative Committee shall consider an
Investment Request, but is not obligated to follow such a
request.

     8.2  Allocation of Earnings :  Participants shall be
permitted to request such investment options as the
Administrative Committee may permit and can allocate their
Account(s) among such options for the Plan Year.  Dividends,
interest and other distributions credited with respect to any
Investment Request shall be deemed to be invested in the same
investment option. All federal, state and local taxes imposed on
the Company attributable to the investment earnings on the
balances in the Account(s) shall be charged ratably to the
Accounts based upon their deemed investment returns.

     8.3  Reports :  At the end of each Plan Year (or on a more
frequent basis as determined by the Administrative Committee), a
report shall be issued to each Participant who has an Account(s)
and said report will set forth the value of such Account(s).


                           ARTICLE IX
                    Distribution of Accounts

     9.1  Retirement and Termination Benefits . When a
Participant retires or terminates his employment with the
Company, said Participant shall be entitled to receive the vested
balance of his Account(s).  Such distribution shall be made in a
lump sum or in equal monthly, quarterly or annual installments
not to exceed a fifteen (15) year period as specified on the
Participant's election form; provided, however, if the value of
his vested benefit is less than $25,000 at the time distribution
is to commence, he shall be paid in a lump sum, and if the value
of his vested benefits is more than $25,000 but less than $50,000
when distribution is to commence, his installment payment period
shall be limited to five (5) years if he has elected an
installment payment period of longer than five (5) years.  If the
Participant fails to specify a form of payment, his vested
benefit shall be distributed in a lump sum.  Payment shall be
made or commence in accordance with the Participant's Deferral
Election and if the Participant has failed to specify, as soon as
reasonably feasible after retirement or termination.  The
transfer by a Participant between affiliates of the Company, if
any, shall not be deemed to be a termination of employment with
the Company.

     9.2  Death Benefit .  Upon the death of Participant or
former Participant prior to the payment of his Account(s), the
Account shall be paid in a lump sum to the designated Beneficiary
of the Participant or former Participant within sixty (60) days
following the close of the calendar quarter in which the
Administrative Committee is provided evidence of the
Participant's death (or as soon as reasonably practicable
thereafter).  In the event of the death of a Participant
subsequent to the commencement of installments but prior to the
completion of the payments, the installments shall continue and
shall be paid to the Beneficiary as if the Participant had not
died.

     9.3  Beneficiary Designation .  The Beneficiary Designation
may be changed by the Participant or former Participant at any
time without the consent of the prior Beneficiary.  If the
Administrative Committee has any doubt as to the proper
Beneficiary to receive payments hereunder, the Administrative
Committee shall have the right to withhold such payments until
the matter is finally adjudicated.  However, any payment made by
the Administrative Committee, in good faith and in accordance
with this Plan, shall fully discharge the Company from all
further obligations with respect to that payment.  In making any
payments to or for the benefit of any minor or any incompetent
Beneficiary, the Administrative Committee, in its sole and
absolute discretion, may make a distribution to a legal or
natural guardian or other relative of a minor or court appointed
committee of such incompetent.  Alternatively, it may make a
payment to any adult with whom the minor or incompetent
temporarily or permanently resides.  The receipt by a guardian,
committee, relative or other person shall be a complete discharge
to the Company.  Neither the Company nor the Administrative
Committee shall have any responsibility to see to the proper
application of any payments so made.  If a Participant fails to
designate a Beneficiary, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution
of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be his or her surviving spouse.
If the Participant has no surviving spouse, the benefits
remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the
Participant's estate.

     9.4  Disability Benefits .  Upon the total disability of a
Participant or former Participant, as determined by the Social
Security Administration, his Account(s) shall be paid in a lump
sum to the Participant, or former Participant, or his legal
representative within sixty (60) days following the close of the
calendar quarter in which the Administrative Committee receives
notification of the determination of disability by the Social
Security Administration (or as soon as reasonably practicable
thereafter).

     9.5  Change of Control Distribution :  Upon a Change of
Control of the Company, a Participant shall be entitled to
receive the vested balance of his Account(s) in a lump sum within
sixty (60) days following the close of the calendar quarter in
which the Change of Control occurs.

     9.6  Financial Hardship Distributions : In the event of
Financial Hardship of the Participant, as hereinafter defined,
the Participant may apply to the Administrative Committee for the
distribution of all or any part of the vested balance of his
Account(s).  The Administrative Committee shall consider the
circumstances of each such case and the best interests of the
Participant and his family and shall have the right, in its sole
discretion, if applicable, to allow such distribution, or, if
applicable, to direct a distribution of part of the amount
requested or to refuse to allow any distribution.  In no event
shall the aggregate amount of the distribution exceed either the
vested balance of the Participant's Account(s) or the amount
determined by the Administrative Committee to be necessary to
alleviate the Participant's financial hardship (which financial
hardship may be considered to include any taxes due because of
the distribution occurring because of this Section), and that is
not reasonably available from other resources of the Participant.
For purposes of this Section, the value of the Participant's
Account(s) shall be determined as of the date of the
distribution.  "Financial Hardship" means (a) a severe financial
hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a
dependent (as defined in Code Section 152(a)) of the Participant,
(b) loss of the Participant's property due to casualty, or (c)
other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the
Participant, each as determined to exist by the Administrative
Committee.  A distribution may be made under this Section only
with the consent of the Company's Executive Committee.

     9.7  Installment Payments : If the benefit is to be paid in
installments, the amount of each installment to be paid during
the calendar year in which payment begins shall be equal to (i)
the total amount payable to the Participant as of his first
payment date, divided by (ii) the total number of installment
payments to be made.  As of January 1 of each subsequent calendar
year during the benefit payment period, the amount of each
installment to be paid during such calendar year shall be
recalculated, and shall be equal to (i) the remaining amount
payable to the Participant as of such January 1; divided by (ii)
the number of installment payments to be made on or after such
subsequent calendar year.  The final installment payment shall be
equal to the remaining amount payable to the Participant.

     9.8  Acceleration of Installment Payments :  A Participant
who has commenced receiving installment payments under the Plan
may request acceleration of such payments in the event of a
Financial Hardship as defined in Section 9.8 above.  The
Administrative Committee may permit accelerated payments to the
extent such accelerated payment does not exceed the amount
necessary to meet the Financial Hardship.

     9.9  Reemployment of Recipient : If a Participant receiving
installment distributions pursuant to Article IX is reemployed by
the Company, the remaining distributions due to the Participant
shall be suspended until such time as the Participant (or his or
her Beneficiary) once again becomes eligible for benefits under
Article IX, at which time, such distribution shall commence
subject to the limitations and conditions contained in this Plan.

     9.10 Special Termination Provision :  In the event that the
shareholder equity of the Company as reflected on its books and
records shall decline to a value of Five Million Dollars
($5,000,000) or less, then notwithstanding the distribution
provisions of the Plan that are otherwise applicable to
Participants, the Plan shall terminate and all Participants shall
be paid their vested balance of their account(s) in a lump sum as
soon as reasonably practicable.


                            ARTICLE X
                    Miscellaneous Provisions

     10.1 Benefits Not Assignable :  Neither the Participant, his
Beneficiary, nor his legal representative shall have any rights
to commute, sell, assign, transfer or otherwise convey the right
to receive any payments hereunder, which payments and the rights
thereto are expressly declared to be nonassignable and
nontransferable.  Any attempt to assign or transfer the right to
payments of this Plan shall be void and have no effect.

     10.2 General Assets :  The assets from which Participant's
benefits shall be paid shall at all times be subject to the
claims of the creditors of the Company and a Participant shall
have no right, claim or interest in any assets as to which
account is deemed to be invested or credited under the Plan.

     10.3 Amendment and Termination of Plan :  The Plan may be
amended, modified, or terminated by the Board of Directors of the
Company in its sole discretion at any time and from time to time;
provided, however, that no such amendment, modification, or
termination shall impair any rights to benefits under the Plan
prior to such amendment, modification, or termination.  The Plan
may also be amended or modified by the Administrative Committee
if such amendment or modification does not involve a substantial
increase in cost to the Company.

     10.4 No Effect on Other Benefits :  It is expressly
understood and agreed that the payments made in accordance with
the Plan are in addition to any other benefits or compensation to
which a Participant may be entitled or for which he may be
eligible, whether funded or unfunded, by reason of his employment
by the Company.

     10.5 Tax Withholding :  The Company shall deduct from each
payment under the Plan the amount of any tax (whether federal,
state or local income taxes, Social Security taxes or Medicare
taxes) required by any governmental authority to be withheld and
paid over by the Company to such governmental authority for the
account of the person entitled to such distribution.

     10.6 Benefits Not "Compensation" for Other Plans :  Any
Compensation deferred by a Participant while employed by the
Company shall not be considered compensation earned currently for
purposes of the Company's qualified retirement plans.
Distributions from a Participant's Account shall not be
considered wages, salaries or compensation under any other
employee benefit plan.

     10.7 No Contract of Employment :  No provision of this Plan
shall be construed to affect in any manner the existing rights of
the Company to suspend, terminate, alter, modify, whether or not
for cause, the employment relationship of the Participant and the
Company.

     10.8 Notice : Any notice, consent or demand required or
permitted to be given under the provisions of this Plan shall be
in writing, and shall be signed by the party giving or making the
same.  If such notice, consent or demand is mailed, it shall be
sent by United States certified mail, postage prepaid, addressed
to the addressee's last known address as shown on the records of
the Company.  The date of such mailing shall be deemed the date
of notice, consent or demand.  Any person may change the address
to which notice is to be sent by giving notice of the change of
address in the manner aforesaid.

     10.9 Facility of Payment : If a distribution is to be made
to a minor, or to a person who is otherwise incompetent, then the
Administrative Committee may, in its discretion, make such
distribution (i) to the legal guardian or, if none, to a parent
of a minor payee with whom the payee maintains his or her
residence, or (ii) to the conservator or committee or, if none,
to the person having custody of an incompetent payee.  Any such
distribution shall fully discharge the Administrative Committee,
the Company and Plan from further liability on account thereof.

     10.10     Applicable Law :  To the extent state law is not
preempted by ERISA, this Plan, and all its rights under it, shall
be governed by and construed in accordance with the laws of the
State of Alabama.

     10.11     Binding Effect :  This Plan shall be binding upon
the Company, its assigns, and any successor which shall succeed
to substantially all of its assets and business through merger,
consolidation or acquisition.


     IN WITNESS WHEREOF, the Plan has been executed as of this
the ________ day of ____________________________,2000.

ATTEST:                            MINOLTA-QMS, INC.




______________________             By:_________________________________

By:___________________            Its:_________________________________




                            EXHIBIT A