Amendment Seven and Consent and Waiver
                                       To
                                Credit Agreement


         THIS AMENDMENT  SEVEN AND CONSENT AND WAIVER is dated as of October 13,
1999 and is made in respect of the Credit Agreement dated as of July 12, 1996 as
amended  and in  effect  immediately  prior  to the  date  hereof  (the  "Credit
Agreement")  by and among PSC SCANNING,  INC., a Delaware  corporation  formerly
known as SpectraScan, Inc., which is the successor by merger to PSC Acquisition,
Inc., (the "Borrower"),  PSC INC. ("PSC"),  the financial  institutions party to
the Credit Agreement (the "Lender Parties"), FLEET NATIONAL BANK (formerly known
as Fleet Bank) as the  "Initial  Issuing  Bank",  and FLEET  NATIONAL  BANK,  as
administrative agent (the "Administrative Agent") under the Credit Agreement.

                            Statement of the Premises

         The Borrower, PSC, the Lender Parties, the Initial Issuing Bank and the
Administrative  Agent have  previously  entered  into the Credit  Agreement  and
various  amendments  thereto from time to time.  The Borrower has requested that
the Lender Parties  consent to the  acquisition of the assets of GEO Labs,  Inc.
and GAP  Technologies,  Inc.  (collectively,  the  "GEO/GAP  Acquisition")  and,
further, that the Lender Parties waive and amend certain covenants in the Credit
Agreement as applied to the GEO/GAP Acquisition and certain elements thereof.

                           Statement of Consideration

         Accordingly,  in consideration of the premises, and under the authority
of Section  5-1103 of the New York General  Obligations  Law, the parties hereto
agree as follows.

                                    Agreement

1. Defined Terms. The terms "this Agreement", "hereunder" and similar references
in the  Credit  Agreement  shall be deemed to refer to the Credit  Agreement  as
amended hereby.  Capitalized  terms used and not otherwise  defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.

2. Amendment.  Effective as of October 13, 1999, the Credit  Agreement is hereby
amended as follows:

         2.1  Section  1.01 of the  Credit  Agreement  is  amended by adding the
definitions  of "GEO/GAP  Acquisition"  and  "GEO/GAP  Term Sheet"  thereto,  as
follows:

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          "GEO/GAP  Acquisition" means the Transaction  described in the GEO/GAP
     Term Sheet.

          "GEO/GAP Term Sheet" means the Term Sheet annexed as Exhibit A hereto.

         2.2 Section  1.01 of the Credit  Agreement  is amended by changing  the
definitions  of "Capital  Expenditures"  and "Debt" to read in their entirety as
follows (new, additional language being in bold type):

                           "Capital  Expenditures" means, for any Person for any
                  period,  the  sum  of  all  expenditures  made,   directly  or
                  indirectly,  by such Person or any of its Subsidiaries  during
                  such period for  equipment,  fixed  assets,  real  property or
                  improvements, or for replacements or substitutions therefor or
                  additions thereto,  that have been or should be, in accordance
                  with  GAAP,  reflected  as  additions  to  property,  plant or
                  equipment  on a  Consolidated  balance  sheet of such  Person;
                  provided however that for the purposes of computing compliance
                  with Section 5.04(a) of this Agreement,  Capital  Expenditures
                  shall not be deemed to include  those  expenditures  which are
                  funded by Debt and which are made to  accomplish  the  GEO/GAP
                  Acquisition.

                           "Debt" of any Person means, without duplication,  (a)
                  all  indebtedness of such Person for borrowed  money,  (b) all
                  Obligations of such Person for the deferred  purchase price of
                  property or services (other than trade payables not overdue by
                  more  than 60 days  incurred  in the  ordinary  course of such
                  Person's  business and trade payables that are being contested
                  in good faith),  (c) all Obligations of such Person  evidenced
                  by notes, bonds, debentures or other similar instruments,  (d)
                  all  Obligations  of such Person  created or arising under any
                  conditional  sale or  other  title  retention  agreement  with
                  respect to property  acquired by such Person  (even though the
                  rights  and  remedies  of the  seller  or  lender  under  such
                  agreement in the event of default are limited to  repossession
                  or sale of such property),  (e) all Obligations of such Person
                  as  lessee  under  Capitalized  Leases,  (f) all  Obligations,
                  contingent  or  otherwise,  of such Person  under  acceptance,
                  letter of credit or similar facilities, (g) all Obligations of

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                  such Person to purchase,  redeem, retire, defease or otherwise
                  make any payment in respect of any  capital  stock of or other
                  ownership  or  profit  interest  in such  Person  or any other
                  Person or any  warrants,  rights or options  to  acquire  such
                  capital  stock,  valued,  in the case of Redeemable  Preferred
                  Stock,   at  the  greater  of  its  voluntary  or  involuntary
                  liquidation preference plus accrued and unpaid dividends,  (h)
                  all Obligations of such Person in respect of Hedge Agreements,
                  (i) all Debt of others  referred to in clauses (a) through (h)
                  above or clause (j) below guaranteed directly or indirectly in
                  any manner by such Person, or in effect guaranteed directly or
                  indirectly  by such Person  through an agreement (i) to pay or
                  purchase  such  Debt or to  advance  or  supply  funds for the
                  payment or purchase of such Debt,  (ii) to  purchase,  sell or
                  lease (as lessee or lessor)  property,  or to purchase or sell
                  services,  primarily for the purpose of enabling the debtor to
                  make payment of such Debt or to assure the holder of such Debt
                  against loss,  (iii) to supply funds to or in any other manner
                  invest  in the  debtor  (including  any  agreement  to pay for
                  property or services  irrespective of whether such property is
                  received or such services are  rendered) or (iv)  otherwise to
                  assure a creditor  against loss,  and (j) all Debt referred to
                  in clauses (a) through (i) above of another  Person secured by
                  (or for which the holder of such Debt has an  existing  right,
                  contingent  or  otherwise,  to be  secured  by)  any  Lien  on
                  property (including, without limitation, accounts and contract
                  rights) owned by such Person,  even though such Person has not
                  assumed  or  become  liable  for the  payment  of  such  Debt;
                  provided  however that for the purposes of Section  5.02(b) of
                  the  Agreement,  Debt shall not be deemed to  include  amounts
                  payable to George A. Plesko pursuant to and in accordance with
                  the GEO/GAP Term Sheet.

         2.3 Section  5.02(d) of the Credit  Agreement  is amended by making the
following correction in clause (v) thereof: the reference to "Section 5.01(f)(i)
and (vii)" is changed to "Section 5.02(f)(i) and (vii)".

3. Consent and Waiver.  The  undersigned  Lender  Parties  hereby consent to the
GEO/GAP  Acquisition and waive the right to deem the GEO/GAP Acquisition to be a
violation  of Section  5.02(b) of the Credit  Agreement or a Default or Event of
Default  under  the  Credit  Agreement  by  reason  of the  GEO/GAP  Acquisition
resulting in  noncompliance  with such Sections;  provided and on the conditions
that:  (1) the  GEO/GAP  Acquisition  is made  within the terms set forth on the
GEO/GAP  Term  Sheet,  (2)  Borrower  shall be in  compliance  with  all  terms,
conditions and covenants of the Credit Agreement, as amended hereby, immediately
after giving effect to the GEO/GAP  Acquisition,  and (3)  immediately  upon the
consummation  of the GEO/GAP  Acquisition,  the chief  financial  officer of the
Borrower shall deliver to the  Administrative  Agent a certificate  stating that
the  Borrower  has complied  with and remains in  compliance  with each of these
conditions.

4. Effect on the Credit  Agreement.  Except as specifically  amended above,  the
Credit  Agreement  shall remain in full force and effect and is hereby  ratified
and confirmed.  The Borrower and PSC each  acknowledge and agree that the Credit
Agreement (as amended by this  Amendment)  and each other Loan Document to which
each is a party is in full force and effect, that its Obligations thereunder and
under this Amendment are its legal,  valid and binding  obligations  enforceable
against  it in  accordance  with the terms  thereof  and  hereof,  and it has no
defense,  whether legal or equitable,  setoff or counterclaim to the payment and
performance of such Obligations.

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5.  Expenses.  The  Borrower  shall pay  promptly  when  billed  all  reasonable
out-of-pocket  expenses of each of the Lender Parties and the Agent  (including,
but not limited to,  reasonable  fees,  charges and  disbursements of counsel to
each  of the  Lender  Parties  and  the  Agent)  incident  to  the  preparation,
negotiation,  execution,  administration  and  enforcement of the this Amendment
Seven and  Consent and Waiver and all  documents  and  transactions  required in
connection with this Amendment Seven and Consent and Waiver.

6. Execution in Counterparts and Effectiveness. This Amendment Seven and Consent
and Waiver may be executed in any number of  counterparts  and by the  different
parties hereto on separate counterparts,  each of which shall be deemed to be an
original,  and all of which taken  together  shall  constitute  one and the same
Amendment  Seven and  Consent  and  Waiver,  regardless  of  whether  or not the
execution by all parties shall appear on any single counterpart.  Delivery of an
executed counterpart of a signature page to this Amendment Seven and Consent and
Waiver by  telecopier  shall be  effective  as delivery  of a manually  executed
counterpart of this Amendment Seven and Consent and Waiver. This Amendment Seven
and Consent and Waiver will become effective (subject to the terms of Sections 3
and 4 above) when the Administrative  Agent shall have received  counterparts of
this Amendment Seven and Consent and Waiver which, when taken together, bear the
signatures  of the  Borrower,  PSC,  the  Administrative  Agent  and  all of the
Required Lenders.

7.  Applicable  Law.  Pursuant  to  Section  5-1401  of  the  New  York  General
Obligations  Law, the laws of the State of New York shall  govern the  validity,
construction, enforcement and interpretation of this Amendment Seven and Consent
and Waiver in whole without regard to any rules of conflicts-of-laws  that would
require the application of the laws of any jurisdiction  other than the State of
New York.

8. Headings. The headings of this Amendment Seven and Consent and Waiver are for
the  purposes  of  reference  only and shall not limit or  otherwise  affect the
meanings hereof.

         IN WITNESS  WHEREOF,  the parties  hereto have caused a counterpart  of
this  Amendment  Seven and Consent and Waiver to be executed  and  delivered  by
their respective representatives thereunto duly authorized, as of the date first
above written.


PSC INC.                                    PSC SCANNING, INC.

By:                                         By:
Title:   Vice President, Chief Financial    Title:   Vice President and Chief
         Officer & Treasurer                         Financial Officer

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FLEET NATIONAL BANK, as Initial             FLEET NATIONAL BANK, as
Issuing Bank                                Administrative Agent


By:                                         By:
Title:                                      Title:


FLEET NATIONAL BANK                         FIRST UNION NATIONAL BANK

By:                                         By:
Title:                                      Title:


MANUFACTURERS & TRADERS                     KEY BANK NATIONAL
TRUST COMPANY                               ASSOCIATION

By:                                         By:
Title:                                      Title:


THE CHASE MANHATTAN BANK

By:

Title:

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