NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

     This Noncompetition And Confidentiality  Agreement ("Agreement") is entered
into as of this 21st day of  December,  1999 by and  between  George  A.  Plesko
("Shareholder") and PSC Inc. ("Buyer").


                                    RECITALS

          A.  Pursuant to those certain Asset  Purchase  Agreements,  dated even
     date  herewith   ("Purchase   Agreements"),   Buyer  is  acquiring  through
     subsidiaries  certain assets of GEO Labs, Inc., and GAP Technologies,  Inc.
     (the "Companies");

          B. Shareholder owns all of the outstanding capital of Companies;

          C. Shareholder will receive substantial benefit under the terms of the
     Purchase Agreements;

          D.  Buyer has  required  as a  condition  to  executing  the  Purchase
     Agreements that Shareholder enter into this Agreement;

          E.  Companies  are  engaged  in  the  development  of  technology  and
     inventions,  the legal  ownership of patents and patent  applications  with
     respect  to  technology  and  inventions,  and  the  development,   design,
     manufacture  and marketing of miniature  bar code laser  scanners and other
     technologies,  products and services for the automatic  identification  and
     keyless  data  entry  industry,   including  without  limitation  products,
     services, applications systems and technologies relating to bar coded data,
     magnetic stripe encoded data, radio frequency  communications  of bar coded
     or related data, optical character  recognition,  machine vision as applied
     to the  recognition  of bar coded data and  electronic  interchange  of bar
     coded and related data and any other  business in which the  Companies  are
     actually  engaged or as to which they are doing research and development on
     the date  hereof or have done so on any date in the past (the  "Business");
     and

          F. Following the transactions contemplated by the Purchase Agreements,
     Buyer will continue to operate the Business,  which is highly  competitive,
     and  Buyer  desires  that it be  protected  from the use or  disclosure  of
     Companies'  confidential  information  by  Shareholder  and from  direct or
     indirect  competition from Shareholder for a reasonable  period of time and
     within a reasonable geographic area.

     NOW, THEREFORE, Shareholder and Buyer hereby agree as follows:

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<PAGE>


     1. Confidential Information.

          1.1 Defined.  Confidential  Information  of the Companies  shall,  for
     purposes of this  Agreement,  include but not be limited to information and
     matters not readily available to the public which are:

               (a) of a technical nature,  such as, but not limited to, methods,
          know-how, formulae,  compositions,  drawings,  blueprints,  compounds,
          processes,  discoveries,  prototypes,  machines, inventions,  computer
          programs, and similar items;

               (b)  of  a  business  nature,   such  as,  but  not  limited  to,
          information about sales or lists of customers,  vendors,  competitors,
          prices, costs,  purchasing,  profits,  markets,  product strengths and
          weaknesses,  business  processes,  business  and  marketing  plans and
          activities,  financial information, and employee personnel records and
          information; or

               (c) pertaining to future  developments,  such as, but not limited
          to, research and  development,  or future  marketing or  merchandising
          plans or ideas.

          Confidential   Information  shall  also  include  information  of  the
     Companies'  customers  and vendors  which was learned by  Shareholder  as a
     consequence  of his  employment  with or  ownership  of or control over the
     Companies.

          1.2   Nondisclosure.   Shareholder  shall  maintain  all  Confidential
     Information in strict  confidence  and secrecy,  and shall not at any time,
     directly or indirectly, except in connection with performing services under
     his Employment  Agreement  with Buyer or as explicitly  requested by Buyer,
     (i) use for any purpose, (ii) disclose to any person, or (iii) keep or make
     copies of documents,  tapes,  discs,  programs or other information storage
     media containing or reflecting,  any Confidential Information.  Shareholder
     shall,  upon request of Buyer,  immediately  return to Buyer any documents,
     tapes,  discs, or other information  storage media containing or reflecting
     any  Confidential  Information  (whether  prepared by  Shareholder or not).
     Nothing in this Agreement modifies or reduces  Shareholder's  obligation to
     comply  with  applicable  laws  relating  to  trade  secrets,  confidential
     information or unfair competition.

     2. Restrictive Covenants.

          2.1 Covenant Not to Compete.  Shareholder covenants and agrees that he
     will not  directly  or  indirectly  for a period of four (4) years from the
     date hereof:  (i)  directly or  indirectly  engage in or assist  another to
     engage in work or activity  connected with the development,  manufacture or
     sale of products  or  services  which  compete  with the  existing or prior
     products or services of the  Companies or any parent or  subsidiary  of the
     Companies;  (ii) persuade or attempt to persuade any employee or consultant
     of the Companies not to take  employment  with Buyer or to leave the employ
     of Buyer or to stop providing services to Buyer; (iii) solicit or assist in
     soliciting  any client of the  Companies  with  respect to any  products or
     services of the type offered or  previously  offered by the  Companies;  or
     (iv) provide or assist in providing any products or services to any clients
     of the Companies  (including  any party to whom the  Companies  have made a

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<PAGE>


     sales proposal within eighteen (18) months prior to the date hereof) of the
     type offered by the Companies.  The geographic scope of the covenant not to
     compete  shall  extend to the entire  world.  Recognizing  the  specialized
     nature of the  Business  and the scope of the  competition  that Buyer will
     face after the Closing,  Shareholder hereby  acknowledges that the duration
     and geographic scope of this covenant not to compete is reasonable.

          2.2 Relief  for  Violations.  If the  geographic  or time  restriction
     contained  in this  Section  shall  be  determined  by a court of law to be
     unreasonable,  the court may amend this  Section  to  provide a  reasonable
     geographic or time  restriction  which shall then be binding upon the Buyer
     and the  Shareholder.  Shareholder  acknowledges  that the broad geographic
     scope of this covenant is required because the Business is international in
     scope.

     3. Consideration. Buyer shall pay to Shareholder as consideration hereunder
an amount equal to $250,000,  payable in two equal installments of $125,000 each
on the  third  and  fourth  anniversaries  of the date  hereof.  If  Shareholder
breaches any of his obligations herein,  Buyer shall have the right, in addition
to other remedies  available to it, to withhold any further  payment  hereunder,
and to terminate his employment and the further  payment of any  compensation or
benefits to him pursuant to his  Employment  Agreement  with Buyer of even date.
Shareholder  agrees  that any breach or  threatened  breach by him of any of the
above provisions  cannot be remedied solely by the recovery of damages and Buyer
shall be entitled to an  injunction  against  such breach or  threatened  breach
without the  requirement  of posting bond.  Nothing  herein,  however,  shall be
construed as prohibiting Buyer from pursuing,  in conjunction with an injunction
or  otherwise,  any other  remedies  available  at law or in equity for any such
breach or threatened breach,  including the recovery of damages.  The failure of
Buyer  to  initiate  any  action  upon a  breach  of this  Agreement  shall  not
constitute a waiver of that or any other breach hereof.

     4. Other Provisions.

          4.1 Recitals.  Shareholder  acknowledges  and agrees that the recitals
     set forth at the  beginning  of this  Agreement  are true and  correct  and
     constitute a part of this Agreement.

          4.2 Waivers.  No failure on the part of Buyer to object to or complain
     of any breach or default by  Shareholder  or to take any other  action with
     respect thereto,  irrespective of how long such failure may continue, shall
     constitute or be deemed a waiver of that or of any other breach or default.
     No waiver  by Buyer of any  breach or  default  on the part of  Shareholder
     shall be effective  unless set forth in writing and executed by Buyer,  and
     any such waiver shall operate only as a waiver of the particular  breach or
     default  specified in such  written  waiver and shall not be effective as a
     waiver  of  any  other  subsequent   breach  or  default  on  the  part  of
     Shareholder.

          4.3  Assignment.  Shareholder  shall not  assign  any  portion of this
     Agreement  without  the  prior  written  consent  of Buyer.  Any  attempted
     assignment  without such prior  written  consent shall be null and void and
     without legal effect. This Agreement shall be binding upon and inure to the
     benefit of Buyer and Shareholder and their  respective  successors,  heirs,
     legal representatives and assigns permitted hereunder.

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          4.4 Notices. All notices,  requests,  demands and other communications
     hereunder shall be given in writing and shall be: (a) personally delivered;
     or (b) sent to the parties at their respective  addresses  indicated herein
     by private mail courier  service.  The respective  addresses to be used for
     all such notices, demands or requests are as follows:

               (a) If to Buyer, to:

                         PSC Inc.
                         675 Basket Road
                         Webster, NY  14580-0787
                         Attention: Elizabeth J. McDonald
                         General Counsel

                  (with a copy to):

                         Foley & Lardner
                         777 East Wisconsin Avenue
                         Milwaukee, WI  53202-5368
                         Attention:  Timothy J. Sheehan

     or to such other person or address as Buyer shall furnish to Shareholder in
     writing.

               (b) If to Shareholder, to:

                         George A. Plesko
                         380 Steeplechase Drive
                         Media, PA 19063

                   (with a copy to):

                         Reed Smith Shaw & McClay LLP
                         2500 One Liberty Place
                         1650 Market Street
                         Philadelphia, PA 19103-7301
                         Attention:  Peter J. Tucci

     or to such other person or address as Shareholder shall furnish to Buyer in
     writing.

          If personally delivered,  such communication shall be deemed delivered
     upon actual  receipt;  if sent by courier  pursuant to this  Section,  such
     communication  shall be deemed  delivered  upon receipt.  Any party to this
     Agreement  may change its address for the  purposes  of this  Agreement  by
     giving notice thereof in accordance with this Section.

          4.5 Governing Law. This  Agreement  shall be governed by and construed
     in accordance  with the laws of the state of New York without regard to the
     conflict of laws provisions thereof.

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          4.6  Severability.  In the  event a court  of  competent  jurisdiction
     determines that the provisions of this Agreement, including the restrictive
     covenants,  are  excessively  broad as to duration,  geographical  scope or
     activity, or are otherwise  unenforceable,  it is expressly agreed that the
     invalidity of such provisions  shall not affect the  enforceability  of the
     remaining  provisions,  which will remain in full force and effect, and any
     such over broad  provisions  will be deemed,  without further action on the
     part of any person, to be modified, amended and/or limited, but only to the
     extent  necessary  to  render  the  same  valid  and  enforceable  in  such
     jurisdiction.

          IN WITNESS WHEREOF,  Shareholder and Buyer have executed and delivered
     this Agreement on the date first written above.

                                          PSC INC.



                                          By:      /s/ William J. Woodard
                                             ----------------------------


                                                  /s/ George A. Plesko
                                          -------------------------------
                                          Shareholder

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