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                                                                     EXHIBIT 4.6

                  WAIVER OF CONVERSION RATIO ADJUSTMENT RIGHT

     THIS WAIVER AGREEMENT, dated as of May 5, 1998, is by and among Carver
Corporation, a Washington corporation (the "Company"), Renwick Special
Situations Fund, L.P. and Renwick Alpha Fund, L.P. (together, the "Investors")
and Renwick Capital Management, Inc. ("Renwick").  Capitalized terms used herein
but not otherwise defined shall have the meanings ascribed to such terms in the
Carver Corporation Certificate of Designation of Series A Cumulative Convertible
Preferred Stock Setting Forth the Powers, Preferences, Rights, Qualifications,
Limitations and Restrictions of Such Series of Preferred Stock (the
"Certification of Designation").

     WHEREAS, the Company has issued 3,000,000 shares of common stock of the
Company, par value $0.01 per share (the "Common Stock") at a price per share of
$0.125 to one of the Investors, Renwick Special Situations Fund, L.P., in
connection with the Subscription Agreement dated April 10, 1998;

     NOW, THEREFORE, in consideration of this issuance and notwithstanding the
Conversion Ratio adjustment rights with respect to the Series A Preferred Stock
set forth in Section 9(g) of the Certificate of Designation, the Investors
hereby waive, for themselves and on behalf of any permitted transferees or
assignees of the Series A Preferred Stock (and any other holder of the Series A
Preferred Stock, as a condition to being a permitted transferee or assignee
thereof, upon such transfer or assignment agrees to waive) any right of any such
holder to cause the Company to adjust, or to benefit from an adjustment to, the
Conversion Ratio as a result of the Company's issuance of 3,000,000 shares of
Common Stock for a consideration per share less than the Adjustment Trigger
Price.

     AND, FURTHERMORE, in consideration of this issuance and notwithstanding the
exercise price adjustment rights with respect to the Warrant Shares set forth in
Section 7 of the Warrant Agreement dated as of June 12, 1996 between the Company
and Renwick, Renwick hereby waives, for itself and on behalf of any permitted
transferees or assignees of the Warrant Shares (and any other holder of the
Warrant Shares, as a condition to being a permitted transferee or assignee
thereof, upon such transfer or assignment agrees to waive) any right of any such
holder to cause the Company to adjust, or to benefit from an adjustment to, the
exercise price as a result of the Company's issuance of 3,000,000 shares of
Common Stock for a consideration per share less than the Adjustment Trigger
Price.

INVESTORS                                  COMPANY

RENWICK SPECIAL                            CARVER CORPORATION
SITUATIONS FUND, L.P.

/s/Raj A. Bhatia                           /s/John P. World
______________________________             _________________________________  
Raj A. Bhatia, General Partner             John P. World, Executive Vice
                                           President and General Manager

 
RENWICK ALPHA FUND, L.P.                   RENWICK CAPITAL MANAGEMENT, INC.
 
/s/Raj A. Bhatia                           /s/James R. McCullough
______________________________             _________________________________  
Raj A. Bhatia, General Partner             James R. McCullough, Co-President