MINOLTA QMS INC
<DOCUMENT>
<TYPE>EX-10.(D)(II)
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                          TRUST AGREEMENT
      THIS TRUST AGREEMENT, made and entered into as of this
_______ day of  _____________________, 2000, by and between
Minolta-QMS, Inc., a Delaware corporation (the "Company") and
Wachovia Bank, N.A. (the "Trustee").
                         WITNESSETH THAT:
     WHEREAS, the Company heretofore established the Minolta-QMS,
Inc. Supplemental Executive Retirement Plan, (the "Plan") for the
purpose of providing deferred compensation benefits to certain
eligible employees of the Company; and

     WHEREAS, the Company wishes to establish a trust fund to aid
it in accumulating the amounts necessary to satisfy its
contractual liability to pay such benefits; and


      WHEREAS, the Company may make contributions to this trust
from time to time, which contributions (if made) will be applied
in payment of the Company's obligations to pay such benefits; and

      WHEREAS, the Plan provides for the Company to pay all
benefits thereunder from its general assets, and the establishment
of this trust shall not reduce or otherwise affect the Company's
continuing liability to pay benefits from such assets except that
the Company's liability shall be offset by actual benefit payments
made by this trust; and

      WHEREAS, it is the intention of the parties that this trust
shall constitute an unfunded arrangement and shall not affect the
status of the Plan as an unfunded plan maintained for the purpose
of providing deferred compensation for a select group of
management or highly compensated employees for the purposes of
Title I of the Employee Retirement Income Security Act of 1974;


      WHEREAS, the trust established by this Trust Agreement is
intended to be classified for income tax purposes as a "grantor
trust" with the result that the income of the trust will be
treated as income of the Company pursuant to Subpart E of
Subchapter J of Chapter 1, of Subtitle A of the Internal Revenue
Code of 1986, as amended (the "Code");

      NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the Company and the Trustee declare and agree as
follows:

SECTION 1. Establishment and Title of the Trust.

     1.1  The Company hereby establishes with the Trustee a trust
(the  "Trust"), to accept such sums of money and other  property,
including  without limitations one or more insurance  or  annuity
contracts, acceptable to the Trustee as from time to time may  be
paid  or  delivered  to the Trustee.  The Company in its sole
discretion, may, at any time, or from time to time, make
additional deposits of cash or property to the trust.  Neither the
Trustee nor any Plan participant or beneficiary shall have a right
to compel such additional deposits.  All such money and other
property, all investments and reinvestments made therewith or
proceeds thereof and all earnings and profits thereon that are not
paid to the Company as provided in Section 7.1 of this Trust
Agreement, less all payments and charges as authorized herein, are
hereinafter referred to as the "Trust Fund."  The Trust Fund shall
be held by the Trustee and shall be administered in accordance
with the provisions of this Trust Agreement.  The Trust Fund shall
be held for the exclusive purpose of providing payments to the
participants of the Plan and their beneficiaries and defraying
reasonable expenses of administration in accordance with the
provisions of this Trust Agreement until all such payments have
been made; provided, however, that the Trust Fund shall at all
times be subject to the claims of the creditors of the Company as
set forth in Section 8 of this Trust Agreement.

SECTION 2. Acceptance by the Trustee.

      2.1  The Trustee accepts the Trust established under  this
Trust Agreement on the terms and subject to the provisions set
forth herein, and it agrees to discharge and perform fully and
faithfully all of the duties and obligations imposed upon it under
this Trust Agreement.

SECTION 3. Limitation on Use of Funds.

      3.1   No part of the corpus of the Trust Fund shall be
recoverable by the Company or used for any purpose other than for
the exclusive purpose of providing payments to participants of the
Plan and their beneficiaries and  defraying reasonable expenses of
administration in accordance with the provisions of this Trust
Agreement until all such payments required by this Trust Agreement
have  been made; provided, however, that (i) nothing in this
Section 3.1 shall be deemed to limit or otherwise prevent  the
payment from the Trust Fund of expenses and other charges as
provided in Sections 10.1 and 10.2 of this Trust Agreement or the
application of the Trust Fund as provided in Section 6.4 of this
Trust Agreement if the Trust is finally determined not to
constitute a grantor trust and (ii)the Trust Fund shall at all
times be subject to the claims of creditors of the Company as set
forth in Section 8 of this Trust Agreement.

SECTION  4.  Duties and Powers of the Trustee with Respect to
Investments.

     4.1  The Trustee shall invest and reinvest the principal and
income of the Trust Fund and keep the Trust  Fund invested,
without distinction between principal and income, in accordance
with the directions of the Company or such investment guidelines
as the Company may provide to the Trustee form time to time.

SECTION 5. Additional Powers and Duties of the Trustee

      5.1   Subject to the provisions of Section 4.1, the Trustee
shall  have  the  following additional powers and authority  with
respect to all property constituting a part of the Trust Fund:
     (a)  To  sell,  exchange or transfer any such property at public
           or private sale for cash or on  credit and grant options for the
           purchase or exchange thereof, including call options for property
           held in the Trust Fund and put options for the purchase of
           property.
     (b)  To participate in any plan of reorganization, consolidation,
           merger, combination, liquidation or other similar plan relating to
           any such property, and to consent to or oppose any such plan or
           any action thereunder, or any contract, lease, mortgage, purchase,
           sale or other action by any corporation or other entity.
     (c)  To deposit any such property with any protective,
           reorganization or similar committee; to delegate discretionary
           power to any such committee; and to pay part of the expenses and
           compensation of any such committee and any assessments levied with
           respect to any property so deposited.
     (d)  (d)To exercise any conversion privilege or subscription right
           available in connection with any such property; to oppose or to
           consent to the reorganization, consolidation, merger or
           readjustment of the finances of any corporation, company or
           association, or to the sale, mortgage, pledge or lease of the
           property of any corporation, company or association any of the
           securities of which may at any time be held in the Trust Fund and
           to do any act with reference thereto, including the exercise of
           options, the making of agreements or subscriptions and the payment
           of expenses, assessments or subscriptions, which may be deemed
           necessary or advisable in connection therewith, and to hold and
           retain any securities or other property which it may so acquire.
     (e)  To commence or defend suits or legal proceedings and to
           represent the Trust in all suits or legal proceedings; to settle,
           compromise or submit to arbitration, any claims, debts or damages,
           due or owing to or from the Trust.
     (f)  To exercise, personally or by general or limited power of
           attorney, any right, including the right to vote, appurtenant to
           any securities or other such property.
     (g)  To borrow money from any lender in such  amounts and upon
           such terms and conditions as shall be deemed advisable or proper
           to carry out the purposes of the Trust and to pledge any
           securities or other property for the repayment of any such loan.
     (h)  To engage any legal counsel, including counsel to the
           Company, any enrolled actuary, or any other suitable agents, to
           consult with such counsel, enrolled actuary, or agents with
           respect to the construction of this Trust Agreement, the duties of
           the Trustee hereunder, the transactions contemplated by this Trust
           Agreement or any act which the Trustee proposes to take or omit,
           to rely upon the advice of such counsel, enrolled actuary or
           agents, and to pay its reasonable fees, expenses and compensation.
     (i)  To register any securities held by it in its own name or in
          the name of any custodian of such property or of its nominee,
          including the nominee of any system for the central handling of
          securities, with or without the addition of words indicating that
          such securities are held in a fiduciary capacity, to deposit or
          arrange for the deposit of any such securities with such a system
          and to hold any securities in bearer form.
     (j)  To make, execute and deliver, as Trustee, any and all deeds,
          leases, notes, bonds, guarantees, mortgages, conveyances,
          contracts, waivers, releases or other instruments in writing
          necessary  or proper for the accomplishment of any of the
          foregoing powers.
     (k)  To transfer assets of the Trust Fund to a successor trustee
          as provided in Section 12.4.
     (l)  To exercise, generally, any of the powers which an individual
          owner might exercise in connection with property either real,
          personal or mixed held by the Trust Fund, and to do all other acts
          that the Trustee may deem necessary or proper to carry out any of
          the powers set forth in this Section 5 or otherwise in the best
          interests of the Trust Fund.
      The Company shall have the right at any time, and from time
to time in its sole discretion, to substitute assets of equal fair
market value for any asset held by the trust.  This right is
exercisable by the Company in a non-fiduciary capacity without the
approval or consent of any person in a fiduciary capacity.

SECTION  6. Payment by the Trustee.

      6.1   The establishment of the Trust and the payment or
delivery to the Trustee of money or other property acceptable to
the Trustee shall not vest in Plan participants or their
beneficiaries any right, title or interest in and to any assets of
the Trust, except as otherwise set forth in this Section 6.

     6.2   The Trustee shall make payment of Plan benefits to
participants and beneficiaries of the Plan from the assets held in
their respective Accounts (as defined in Section 7 hereof), if and
to the extent such assets are available for distribution, in
accordance with the terms and conditions set forth in the Plan and
as directed by the Company.  The entitlement of a Plan participant
to benefits under the Plan shall be determined by the Company.  In
no event shall the Account of any participant or beneficiary be
used for the purpose of providing benefits to any other
participant or beneficiary of the Plan.

      6.3   The Company may make payment of benefits directly to
Plan participants as they become due and if it elects to do  so,
it shall notify the Trustee.  If the participant's Account is not
sufficient to make one or more payments of benefits due under the
Plan to such participant or his beneficiary in accordance with the
terms of the Plan, the Company shall make the balance of each such
payment as it falls due.

     6.4 Notwithstanding anything contained in this Trust  Ag
reement to the  contrary, if at any time the Trust finally is
determined by the Internal Revenue Service ("IRS") not to be a
"grantor trust" with the result that the income of the Trust Fund
is not treated as income of the Company pursuant to Subpart E of
Subchapter J of the Code, or if a tax is finally determined by the
IRS or is determined by counsel to the Trustee to be payable by
any Plan participant or beneficiary in respect of any vested
interest in the Trust Fund prior to payment of such interest to
such participant or beneficiary, then the Trust shall immediately
terminate and the full fair market value of the assets in the
Trust Fund shall be returned to the Company.  The Company shall
fully reimburse each participant and their beneficiaries for any
tax liability they may incur pursuant to the operation of this
Section.  For purposes of this Section, a final determination of
the IRS shall be a decision rendered by the IRS which is no longer
subject to administrative appeal within the IRS.

      6.5   Notwithstanding any provision herein to the contrary,
if the shareholder equity of the Company drops below Five Million
Dollars ($5,000,000), the Trust assets shall be applied to the
payment of benefits if such is required under the Plan.

     6.6  Notwithstanding anything in this Trust Agreement to the
contrary,  the  Company shall remain primarily liable under the
Plan to pay benefits.  However, the Company's liability under the
Plan shall be reduced or offset to the extent and by the value of
any benefit payments under the Plan made from the Trust.

      6.7   The Trustee shall deduct from each payment under this
Trust Agreement any Federal, state or local withholding or other
taxes or charges which the Trustee may be required to deduct under
applicable laws.

SECTION 7. Funding of the Trust.

      7.1  Amounts held for the benefit of each participant and
            beneficiary of the Plan shall be maintained in a separate account
            (the  "Account") which shall be held, administered and accounted
            for separately for each participant or beneficiary.  Separate
            accounting records shall be maintained so that the amount held in
            each participant's and beneficiary's Account shall be identifiable
            at all times.  Each Account shall consist of, and be increased by,
            contributions made by the Company which are designated by the
            Company as the property of such Account and shall be decreased by
            distributions made therefrom.  The Company shall make
            contributions to such Accounts from time to time in accordance
            with such funding method and policy as will permit the Trust to
            make payment of benefits provided by the Plan.  In addition, the
            Trustee shall allocate and credit the Net Income of the Trust to
            the Accounts of participants and beneficiaries on the last day of
            each calendar year (the "Allocation Date"), pro rata based on the
            respective Account balances of each participant and beneficiary on
            such date; provided, however that in no event shall the Account of
            any participant or beneficiary at any time exceed the maximum lump
            sum benefit payable under the plan to such participant or
            beneficiary.  If as a result of the foregoing, all or a portion of
            any Net Income otherwise allocable to the Account of any
            participant or beneficiary on the Allocation Date cannot be so
            allocated, such Net Income shall be allocated and credited to the
            Accounts for all other participants and beneficiaries whose
            Accounts do not exceed the maximum lump sum benefit payable to
            them under the Plan pro rata based on the respective Account
            balances of each such participant and beneficiary on such
            Allocation Date (determined without regard to the allocation of
            any Net Income to such Accounts on such date). To the extent that
            any Net Income cannot be allocated to the Accounts of participants
            and beneficiaries pursuant hereto, such Net Income shall be paid
            to the Company.  For purposes of the foregoing, Net Income shall
            mean the net gain or loss of the Trust from investments, as
            reflected by interest payments, dividends, realized and unrealized
            gains and losses on securities, other investment transactions and
            expenses paid from the Trust.  In determining the Net Income of
            the Trust as of any date, assets shall be valued on the basis of
            their then fair market value.

      SECTION  8.  Trustee Responsibility Payments to Participants
      and Beneficiaries When Company is Insolvent.

      8.1   It is the intent of the parties hereto that the Trust
assets are and shall remain at all times subject to the claims of
the general creditors of the Company.  Accordingly, the Company
shall not create a security interest in the Trust assets in favor
of the participants and beneficiaries of the Plan or any creditor.
If the Trustee receives the notice provided for in Section 8.2
hereof, or otherwise receives actual notice that the Company is
insolvent or bankrupt as defined in Section 8.2 hereof, the
Trustee will make no further distributions from the Trust to any
of the participants or beneficiaries of the Plan but will deliver
the entire amount of the Trust assets only as a court of competent
jurisdiction, or duly appointed receiver or other person
authorized to act by such a court, may direct to make the Trust
assets available to satisfy the claims of the Company's general
creditors.  The Trustee shall resume distributions from the Trust
to the participants and beneficiaries of the Plan under the terms
hereof, upon no less than thirty (30) days' advance notice to the
Company, if it determines that the Company was not, or is no
longer, bankrupt or insolvent.  Unless the Trustee has actual
knowledge of the Company's bankruptcy or insolvency, the Trustee
shall have no duty to inquire whether the Company is bankrupt or
insolvent.

      8.2   The Company, through its Board or Chief  Financial
Officer, shall advise the Trustee promptly in writing of the
Company's bankruptcy or insolvency.  The Company shall be deemed
to be bankrupt or insolvent upon the occurrence of any of the
following:
           (a)   The Company shall make an assignment for  the
     benefit of creditors, file a petition in bankruptcy, petition
     or apply to any tribunal for the appointment of a custodian,
     receiver, liquidator, sequestrator, or any
     trustee for it or a substantial part of its assets, or shall
     commence any case  under any bankruptcy, reorganization,
     arrangement, readjustment of debt, dissolution, or
     liquidation law or statute of any jurisdiction (federal or
     state), whether now or hereafter in effect; or if there shall
     have been filed any such petition or application, or any such
     case shall have been commenced against it, in which an order
     for relief is entered or which remains undismissed; or the
     Company by any act or omission shall indicate its consent to,
     approval of or acquiescence in any such petition, application
     or case or order for relief or to  the appointment of a
     custodian, receiver or any trustee for it or any substantial
     part of any of its property, or shall suffer any such
     custodianship, receivership, or trusteeship to continue
     undischarged; or

           (b)  The Company shall generally not pay its debts  as
     such debts become due or shall cease to pay its debts in the
     ordinary course of business; or

          (c)   A conservator or receiver shall be appointed  for
          the Company.

8.3   If the Trustee discontinues payments of benefits under the
Plan from the Trust pursuant to Section  8.1 of this Trust
Agreement and subsequently resumes such payments, the first
payment to a participant or beneficiary following such
discontinuance shall include the aggregate amount of all payments
which would have been made to the participant or beneficiary in
accordance with the Plan during the period of such discontinuance,
less the aggregate amount of payments of benefits under the Plan
made to the participant or his beneficiary by the Company during
any such period of discontinuance.


SECTION 9. Third Parties.

      9.1   A  third party dealing with the Trustee shall not be
required to make inquiry as to the authority of the Trustee to
take any action nor be under any obligation to see to the proper
application by the Trustee of the proceeds of sale of any property
sold by the Trustee or to inquire into the validity or propriety
of any act of the Trustee.

SECTION 10. Taxes, Expenses and Compensation.

      10.1  The Company shall from time to time pay taxes of any
and all kinds whatsoever which at any time are lawfully levied or
assessed upon or become payable in respect of the Trust Fund, the
income or any property forming a part thereof, or any  security
transaction  pertaining thereto.  To the extent that any taxes
lawfully levied or assessed upon the Trust Fund are not paid by
the Company, the Trustee shall pay such taxes out of the Trust
Fund.  The Trustee shall withhold Federal, State and local taxes
from any payments made to a participant or beneficiary in
accordance with the provisions of applicable law.   The Trustee
shall contest the validity of taxes in any manner deemed
appropriate by the Company or its counsel, but at the Company's
expense, and only if it has received an indemnity bond or other
security satisfactory to it to pay any such expenses.  In the
alternative, the Company may itself contest the validity of any
such taxes.


      10.2  The Company shall pay the Trustee such reasonable
compensation for its services as may be agreed upon in writing
from time to time by the Company and the Trustee.  The Company
shall also pay the reasonable expenses incurred by the Trustee in
the performance of its duties under this Trust Agreement,
including brokerage commissions and fees of counsel engaged by the
Trustee.  Such compensation and expenses shall be charged against
and paid from the Trust Fund to the extent that the Company does
not pay such compensation.

SECTION 11. Administration and Records.

     11.1  The Trustee shall keep or cause to be kept accurate and
detailed accounts of any investments, receipts, disbursements and
other transactions hereunder and all necessary and appropriate
records required to identify correctly and reflect accurately the
interest of each participant or beneficiary, and all accounts,
books and records relating thereto shall be open to inspection and
audit at all reasonable times by any person designated by the
Company.  All such accounts, books and records shall be preserved
(in original form, or on microfilm, magnetic tape or any other
similar process) for such period as the Trustee may determine, but
the Trustee may only destroy such accounts, books and records
after first notifying the Company in writing of its intention to
do so and transferring to the Company any of such accounts, books
and records requested.

     11.2 Within 30 days after the close of each calendar year,
and within 30 days after the removal or resignation of the Trustee
or the termination of the Trust, the Trustee shall file with the
Company a written account setting forth all investments, receipts,
disbursements and other transactions effected by it during the
preceding calendar year, or during the period from the close of
the preceding calendar year to the date of such removal,
resignation or termination, including a description of all
investments and securities purchased and sold with the cost or net
proceeds of such purchases or sales and showing all cash,
securities and other property held at the end of  such calendar
year or other period.

      11.3  The Trustee shall from time to time permit an
independent public accountant selected by the Company (except one
to whom the Trustee has reasonable objection) to have access
during ordinary business hours to such records as may be necessary
to audit the Trustee's accounts.

   11.4  As of the last day of each calendar year, the fair market
value of the assets held in the Trust Fund shall be determined.
Within 30 days after the close of each calendar year, the Trustee
shall file with the Company the written report of the
determination of such fair market value of the assets held in the
Trust Fund.

      11.5  Nothing  contained in this Trust Agreement shall be
construed as depriving the Trustee, the Company or any participant
or beneficiary of the right to have a judicial settlement of the
Trustee's accounts, and upon any proceeding for a judicial
settlement of the Trustee's accounts or for instructions the only
necessary parties thereto in addition to the Trustee shall be the
Company and the participants or their beneficiaries.

      11.6  In the event of the removal or resignation of the
Trustee, the Trustee shall deliver to the successor Trustee all
records which shall be required by the successor Trustee to enable
it to carry out the provisions of this Trust Agreement.

      11.7 In addition to any returns required of the Trustee by law,
the Trustee shall prepare and file such tax reports and other
returns as the Company and the Trustee may from time to time
agree.


SECTION 12. Removal or Resignation of the Trustee and Designation
of Successor Trustee.

      12.1 At any time the Company may remove the Trustee with or
 without cause, upon at least 60 days' notice in writing to the
Trustee.  A copy of such notice shall be sent to the Trustee.

      12.2  The Trustee may resign at any time upon at  least  60
days' notice in writing to the Company.

      12.3  In the event of such removal or resignation, the
Trustee shall duly file with the Company a written account as
provided in Section 11.2 of this Trust Agreement for the  period
since the last previous annual accounting, listing the investments
of the Trust and any uninvested cash balance thereof, and setting
forth all receipts, disbursements, distributions and other
transactions respecting the Trust not included in any previous
account.

      12.4  Within 60 days after any such notice of removal or
resignation of the Trustee, the Company shall designate a
successor Trustee qualified to act hereunder.  Each such successor
Trustee, during each period as it shall act as such, shall have
the powers and duties herein conferred upon the Trustee, and the
word "Trustee" wherever used herein, except where the context
otherwise requires, shall be deemed to include any successor
Trustee.  Upon designation of a successor Trustee and delivery to
the resigned or removed Trustee of written acceptance by the
successor Trustee of such designation, such resigned or removed
Trustee shall promptly assign, transfer, deliver and pay over to
such Trustee, in conformity with the requirements of applicable
law, the funds and properties in its control or possession then
constituting the Trust Fund.


SECTION 13. Enforcement of Trust Agreement and Legal Proceedings.

      13.1  The Company shall have the right to enforce any
provision of this Trust  Agreement, and any participant or
beneficiary of the Plan shall have the right to enforce any
provision of this Trust Agreement that affects the right, title
and interest of such participant or beneficiary, if any, in the
Trust.  In any action or proceedings affecting the Trust the only
necessary parties shall be the Company, the Trustee and
participants and beneficiaries of the Plan and, except as
otherwise required by applicable law, no other person shall be
entitled to any  otice or service of process.  Any judgement
entered in such an action or proceeding shall to the maximum
extent permitted by applicable law be binding and conclusive on
all persons having or claiming to have any interest in the Trust.


SECTION 14. Termination and Suspension.

      14.1 The Trust shall terminate when all payments which have
or may become payable pursuant to the terms of the trust have been
made and any remaining assets shall then be paid by the Trustee to
the Company.

SECTION 15. Amendments.

      15.1 The Company may from time to time amend or modify, in
whole or in part, any or all of the provisions of this Trust
Agreement (except Sections 1.1, 3.1, 6, 11, 12.4, 13, 14, 15 and
17) with the  written consent of the Trustee, but without the
consent of any participant or beneficiary of the Plan, provided
that any such amendment shall not cause the trust to become
revocable, or cause the Trust to cease to constitute a grantor
trust as described in Section 6.4 of this Trust Agreement.

      15.2  The Company and  the Trustee shall execute such
supplements to, or amendments of, this Trust Agreement as shall be
necessary   to give effect to any such amendment or modification.


SECTION 16. Nonalienation.

      16.1 Except insofar as applicable law may otherwise require
and subject to Sections 1.1, 3.1 and 8 of this Trust Agreement,
(i) no amount  payable to or in respect of any participant or
beneficiary at any time under the Trust shall be subject in any
manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind,
and any attempt to so alienate, sell, transfer, assign, pledge,
attach, harge or otherwise encumber any such amount, whether
presently or thereafter payable, shall be void; and (ii) the Trust
fund shall in no manner be liable for or subject to the debts or
liabilities of a participant or beneficiary.

SECTION 17. Communications.

      17.1  Communications to the Company shall be addressed to
Minolta-QMS,Inc. at One Magnum Pass, Mobile,  Alabama  36618,
Attention: Chief Financial Officer; provided, however, that upon
the Company's written request, such communications shall be sent
to such other address as the Company may specify.

      17.2  Communications to the Trustee shall be addressed to
Wachovia Bank, N.A., 301 N. Main Street, Winston-Salem, NC 27150
3099; provided, however, that upon the Trustee's written request,
such communications shall be sent to such other address as the
Trustee may specify.

      17.3 No communication shall be binding on the Trustee until
it is received by the Trustee, no communication shall be binding
on the Company  until it is received by the Company, and no
communication shall be binding on any participant or beneficiary
until it is received by the participant or beneficiary.

      17.4  Any action of the Company pursuant to this  Trust
Agreement, including all orders, requests, directions,
instructions, approvals and objections of the Company to the
Trustee, shall be in writing, signed on behalf of the Company by
any duly authorized officer of the Company.  Any action by any
participant or beneficiary shall be in writing.  The Trustee may
rely on, and will be fully protected with respect to any such
action taken or omitted in reliance on, any information, order
request, direction, instruction, approval, objection, and list
delivered to the Trustee  by the Company or, to the extent
applicable under  this Trust Agreement, by a participant or
beneficiary.

SECTION 18. Miscellaneous Provisions.

     18.1 This Trust Agreement shall be binding upon and inure to
the benefit of the Company and the Trustee and their respective
successors and assigns and the personal representatives of
individuals.

      18.2  The  Trustee assumes no obligation or responsibility
with respect to any action required by this Trust Agreement on the
part of the Company.

      18.3  Each participant or beneficiary shall file with the
Trustee such pertinent information concerning himself, and any
other person as the Trustee shall specify, and the participant or
beneficiary shall have no rights nor be entitled to any benefits
under  the  Trust unless such information is filed by or  with
respect to him.

     18.4 Any corporation into which the Trustee may be merged or
with which it may be consolidated, or any corporation resulting
from any merger, reorganization or consolidation to which the
Trustee may be a party, or any corporation to which all or
substantially all  the trust business of the Trustee may be
transferred  shall be the successor of the Trustee hereunder
without the execution of filing of any instrument or the
performance of any act.

      18.5  Titles  to the Sections of this Trust Agreement are
included for convenience only and shall not control the meaning or
interpretation of any provision of this Trust Agreement.

       18.6  This Trust Agreement and the Trust established
hereunder shall be governed by and construed, enforced, and
administered in accordance with the laws of the State of Alabama,
and the Trustee shall be liable to account only in the courts of
the State of Alabama.

      18.7 This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed to be the original
although the others shall not be produced.

      IN  WITNESS  WHEREOF, this Trust Agreement has been duly
executed by the parties hereto as of the day and year first above
written.

                              Minolta-QMS, Inc.

                               By:________________________________

                                  Its:_______________________________
Attest:

_____________________________


                              Wachovia Bank, N.A.
                              By: _______________________________

                                  Its:_______________________________
Attest:

_____________________________





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