EXHIBIT 10.5

            SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
            ---------------------------------------------------------


     THIS SECOND  AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT made as of
this  15th  day  of  December,  2000  among  PRIMESOURCE  SURGICAL,  INC.,  (the
"Borrower"),   BIMECO,INC.,   a  Florida  corporation  a  Delaware   corporation
("Bimeco"),  RUBY MERGER SUB, INC., a Delaware  corporation ("Ruby" and together
with Bimeco,  the "Guarantors")  (the Borrower and Guarantors,  collectively the
"Loan Parties") and CITIZENS BANK OF MASSACHUSETTS  (hereinafter  referred to as
the "Bank").

     WHEREAS,  the  Borrower,  Bimeco and the Bank are parties to an Amended and
Restated Credit  Agreement dated as of June 14, 1999, as amended by that certain
First Amendment to Amended and Restated Credit  Agreement dated as of August 22,
2000 (the "Credit  Agreement")  Capitalized  terms used herein and not otherwise
defined  shall have the  meanings  set forth in the Credit  Agreement.  The Loan
parties,  in order to facilitate the acquisition of two medical supply companies
by Ruby,  desire (a) to amend the Credit  Agreement  to permit the  formation of
Ruby and add Ruby as a joint and several guarantor thereunder,  (b) to pledge to
the Bank all of the  capital  stock of Ruby,  (c) to grant to the  Agent a first
priority lien in all personal  property and fixtures of Ruby,  whether now owned
or  hereafter  acquired and (d) to amend the Credit  Agreement in various  other
respects.  The Bank is willing to amend the  Credit  Agreement  on the terms and
conditions set forth herein.

     NOW,  THEREFORE,  in consideration of the foregoing premises and other good
and valuable  consideration  the receipt of and  sufficiency  of which is hereby
acknowledged, the parties hereby amend the Credit Agreement as follows:

     Section 1. DEFINITIONS.

          (a) Section 1.1 of the Credit  Agreement is hereby amended by deleting
the definitions "Guarantor Security Agreement,"  "Intellectual Property Security
Agreements"   and  "Unlimited   Guaranty   Agreements"  in  their  entirety  and
substituting therefor the following:

          "GUARANTOR  SECURITY  AGREEMENTS"  shall mean the security  agreements
between the Bank and each of Bimeco,  Ruby and the Internet  Subsidiary (if any)
securing the obligations of the Borrower under the Credit Documents.

          "INTELLECTUAL   PROPERTY   SECURITY   AGREEMENTS"   shall   mean   the
intellectual  property security  agreements between the Bank and each of Bimeco,
Ruby and the  Internet  Subsidiary  (if any)  securing  the  obligations  of the
Borrower under the Credit Documents.

          "UNLIMITED,  GUARANTY  AGREEMENTS" shall mean the unlimited guaranties
of Bimeco,  Ruby and the Internet  Subsidiary (if any) of the obligations of the
Borrower under the Credit Documents.


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     Section 2. AMENDMENTS OF CREDIT AGREEMENT.

          (a) Article 5 of the Credit  Agreement  is hereby  amended by deleting
5.31 in its entirety and substituting the following therefor:

          "Section 5.31"  Subsidiaries.  The Borrower shall have no subsidiaries
          other than Bimeco, Ruby and the Internet Subsidiary."

     Section  3.  CONSENT  BY  THE  BANK.  The  Bank  hereby   consents  to  the
transactions  described in the  Agreement and Plan of Merger among the Borrower,
Ruby, New England Medical Specialties,  Inc.,  Professional  Equipment Co., Inc.
and the Shareholders of New England Medical  Specialties,  Inc. and Professional
Equipment Co., Inc. dated as of December __ 2000 (the "Merger Agreement").

     Section 4. PROMISSORY NOTES. The Bank and the Loan Parties  acknowledge and
agree that the  $5,000,000  Amended and Restated  Term Note dated as of June 14,
1999 issued by the Borrower to the Bank and the $12,000,000 Amended and Restated
Revolving  Credit Note dated as of June 14,  1999 issued by the  Borrower to the
Bank are hereby  cancelled and replaced with the  $5,000,000  Second Amended and
Restated  Term Note (the "New Term Note")  dated as of December __, 2000 and the
$12,000,000  Second  Amended  and  Restated  Revolving  Credit  Note  (the  "New
Revolving  Credit  Note")  dated as of December  __,  2000 in the form  attached
hereto as Exhibits A and B,  respectively.  The New Term Note shall evidence all
amounts owed by the  Borrower to the Bank with  respect to the Term Credit.  The
New Revolving  Credit Note shall evidence all amount owed by the Borrower to the
Bank with respect to Revolving Credit Advances.

     Section 5. MERGER AGREEMENT. On or before January 5, 2000, the Loan Parties
shall have delivered to the Bank an executed  officer's  certificate in form and
substance  satisfactory  to the Bank  confirming the  consummation of the Merger
Agreement. Failure to deliver such officer's certificate on or before January 5,
2000 shall constitute an Event of Default under the Credit Agreement.

     Section 6. EFFECTIVENESS:  CONDITIONS TO EFFECTIVENESS OF SECOND AMENDMENT.
This Second  Amendment  to the Credit  Agreement  shall  become  effective  upon
satisfaction of the following conditions:

          (a) SECOND  AMENDMENT.  The Loan Parties  shall have  delivered to the
Bank and executed Second Amendment to the Credit Agreement.

          (b)  PROMISSORY  NOTES.  The Loan Parties shall have  delivered to the
Bank an executed New Term Note and New Revolving Credit Note.

          (c) RUBY  UNLIMITED  GUARANTY.  Ruby shall have  executed an Unlimited
Guaranty in form and substance satisfactory to the Bank of the Obligations which
shall have been delivered to the Bank.

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          (d) RUBY  SECURITY  AGREEMENT.  Ruby  shall  have  executed a Security
Agreement  in  form  and   substance   satisfactory   to  the  Bank  granting  a
first-priority lien to the Bank to secure Ruby's obligations under its Unlimited
Guaranty

          (e) RUBY  INTELLECTUAL  PROPERTY SECURITY  AGREEMENT.  Ruby shall have
executed an  Intellectual  Property  Security  Agreement  in form and  substance
satisfactory to the Bank granting the Bank a first-priority security interest in
the  intellectual  property  of Ruby to  secure  Ruby's  obligations  under  its
Unlimited Guaranty.

          (f) RUBY  INTERCOMPANY  NOTE. Ruby shall have executed an intercompany
note in favor of the Borrower  which shall have been  collaterally  assigned and
delivered to the Bank.

          (g) PLEDGE AMENDMENT. The Borrower shall have executed an amendment to
the Pledge Agreement between the Borrower and the Bank dated as of June 14, 1999
pledging all of its interests in Ruby to the Bank.

          (h) OPINION OF COUNSEL.  The Loan Parties shall have  delivered to the
Bank an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan
Parties in form and substance satisfactory to the Bank.

          (i) COMPLIANCE  CERTIFICATE.  The Loan Parties shall have delivered to
the Bank an executed pro forma  Compliance  Certificate  (after giving effect to
the Merger Agreement) dated as of the date hereof and attached hereto as EXHIBIT
5.06(c)

          (j)  BORROWERING  BASE  CERTIFICATE.   The  Loan  Parties  shall  have
delivered to the Bank an executed  Borrowing  Base  Certificate  dated as of the
date hereof and attached hereto as Exhibit 5.06(d).

          (k) RESOLUTIONS.  Copies of the resolutions of the Boards of Directors
of the Loan Parties authorizing the execution,  delivery and performance of this
Second  Amendment  and any  Credit  Document  executed  in  connection  herewith
certified  by an officer of each Loa Party (which  certificate  shall state that
such resolutions are in full force and effect).

          (l)  INCUMBENCY.  Certificates  of an  officer  of the  Loan  Parties,
certifying  the name and  signatures of the officers of the Loan Parties to sign
this Second Amendment and the other Credit Documents to be delivered on or about
the date hereof to which the Loan Parties are a party.

          (m)   EXISTENCE,   QUALIFICATION   AND  GOOD  STANDING   CERTIFICATES.
Certificates of good standing and legal existence for the Loan Parties of recent
date issued by the  governmental  authority of each such Loan  Party's  state of
incorporation.

          (n)  ADDITIONAL  DOCUMENTATION.  Delivery  to the  Bank of such  other
documents as the Bank or its special counsel shall reasonably require.

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     Section 7. MISCELLANEOUS.

          (a)  The  Loan   Parties   hereby   confirm   to  the  Bank  that  the
representations  and  warranties of the Borrower set forth in Article III of the
Credit Agreement (as amended and supplemented hereby) are true and correct as of
the date hereof, as if set forth herein in full.

          (b) The Loan  Parties  have  reviewed  the  provisions  of this Second
Amendment and all documents executed in connection therewith or pursuant thereto
or incident or  collateral  hereto or thereto  from time to time and there is no
Event of Default under the Credit  Agreement,  and no condition which,  with the
passage  of time or  giving  of notice  or both,  would  constitute  an Event of
Default thereunder.

          (c) The Loan  Parties  agree that each of the Credit  Documents  shall
remain in full force and effect  giving  effect to this  Second  Amendment.  The
granting of the liens and security  interests  under the Security  Agreement and
Guarantor Security  Agreements secure all of the obligations of the Loan Parties
under the Credit Documents, amended by this Second Amendment.

          (d) This Second  Amendment  represents the entire  agreement among the
parties  hereto  relating to this Second  Amendment,  and  supersedes  all prior
understandings  and agreements  among the parties relating to the subject matter
of this Second Amendment. The Loan Parties waive and release any claims they may
have  against,  and forever  discharge,  the Bank and its  officers,  directors,
agents, attorneys,  employees, successors and assigns from any claims and causes
of action arising out of the transactions referred to or contemplated in any way
by the Credit Documents and this Second Amendment.

          (e) The  Loan  Parties  represent  and  warrant  that  the  execution,
delivery or performance by the Loan Parties of any of the obligations  contained
in this Second  Amendment or in any Credit  Document do not require the consent,
approval or authorization of any person or governmental  authority or any action
by or on account of with respect to any person or governmental authority.

          (f) The Loan  Parties  agree,  jointly and  severally,  to pay all the
Bank's  reasonable  expenses in preparing,  executing and delivering this Second
Amendment  to Credit  Agreement,  and all  related  instruments  and  documents,
including, without limitation,  payment upon the closing of the Second Amendment
of all reasonable fees and out-of-pocket expenses of the Bank's special counsel,
Goodwin, Procter & Hoar LLP in the amount of $15,000.00.

          (g)  This  Second  Amendment  to  Credit  Agreement  shall be a Credit
Document and shall be governed by and construed  and enforced  under the laws of
The  Commonwealth  of  Massachusetts  without  regard to principles  relating to
choice of law.

          (h) The Loan Parties agree that the  Borrowing  Base  Certificate  and
Compliance  Certificate  attached  hereto as Exhibit  5.06(c) and 5.06(d)  shall
supersede and replace the Borrowing Base Certificate and Compliance  Certificate
referred to in the Credit Agreement.

          (i) The Guarantors agree and acknowledge  that the Unlimited  Guaranty
Agreements (as such term in amended by this Second  Amendment) shall continue to
guarantee,  among  other  things,  the  prompt  payment  when  due of all of the
Borrower's   obligations  to  the  Bank,   including  without   limitations  the
Obligations, and otherwise remain in full force and effect.

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     IN WITNESS WHEREOF,  the parties hereto have executed this Second Amendment
to the Credit Agreement under seal as of the date first above written.

                          ORROWER:

                                   PRIMESOURCE SURGICAL, INC.


                                   By:  /s/ Michael K. Bayley
                                        ---------------------------------------
                                           Name:   Michael K. Bayley
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer

                                   GUARANTORS:

                                   BIMECO, INC.


                                   By:  /s/ Michael K. Bayley
                                        ---------------------------------------
                                           Name:   Michael K. Bayley
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer

                                   RUBY MERGER SUB, INC.


                                   By:  /s/ Michael K. Bayley
                                        ---------------------------------------
                                           Name:   Michael K. Bayley
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer

                           BANK:

                                   CITIZENS BANK OF MASSACHUSETTS


                                   By:  illegible
                                        ---------------------------------------
                                           Name:
                                           Title:



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