Consent and Waiver to Credit Agreement
                               As of June 30, 1999

         Reference is made to the Credit Agreement dated as of July 12, 1996 and
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 successor by merger to PSC  Acquisition,
Inc., (the "Borrower"),  PSC INC. ("PSC"),  the financial  institutions party to
the Credit Agreement (the "Lender Parties"),  FLEET BANK as the "Initial Issuing
Bank",  and FLEET BANK, as  administrative  agent (the  "Administrative  Agent")
under the Credit Agreement.

         Reference  is also made to the  Contract  between  PSC and  William  G.
Boulter  dated  June __,  1999  annexed  hereto as  Exhibit  A (the  "Contract")
providing  for the sale  (the  "Sale")  of  certain  real  estate  partially  in
consideration  for cash and  partially in  consideration  for  termination  of a
certain lease agreement (the "Lease Agreement").

         All  definitions  contained in the Credit  Agreement  are  incorporated
herein by  reference  and all such  defined  terms are used herein with the same
meanings.

         The  undersigned  Lender  Parties  hereby:  (1)  consent to the Sale in
partial  consideration for cash and partial consideration for termination of the
Lease Agreement  pursuant to the Contract,  (2) waive the right to deem the Sale
or the  non-cash  consideration  for the Sale  pursuant to the  Contract to be a
violation  of Section  5.02(e) of the Credit  Agreement or a Default or Event of
Default  under the Credit  Agreement,  and (3) waive the right to  require  that
portion  of the  consideration  for the Sale which is in cash to be applied as a
prepayment pursuant to Section 2.06(b)(ii).

         Except as specifically  waived above, the Credit Agreement shall remain
in full force and effect.

         This  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 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  Consent  and  Waiver  by
telecopier shall be effective as delivery of a manually executed  counterpart of
this  Agreement.  This  Consent  and  Waiver  will  become  effective  when  the
Administrative Agent shall have received counterparts of this Consent and Waiver
which, when taken together, bear the signatures of all of the Lenders.


<PAGE>



         IN WITNESS WHEREOF, the Administrative Agent and the undersigned Lender
Parties have caused a counterpart  of this Consent and Waiver to be executed and
delivered by their respective  representatives  thereunto duly authorized, as of
the date first above written.


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: