Exhibit 10.1
                      Amendment Five and Consent and Waiver
                                       To
                                Credit Agreement


         THIS AMENDMENT FIVE AND CONSENT AND WAIVER is dated as of March 1, 1999
and is made in respect of 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 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  previously  entered  into  the  Credit  Agreement,  First
Amendment to Credit Agreement dated as of September 27, 1996,  Amendment Two and
Waiver to Credit  Agreement dated as of July 4, 1997,  Amendment Three to Credit
Agreement  (With  Consent)  dated as of August 13,  1997 and  Amendment  Four to
Credit  Agreement dated as of April 8, 1998. The Borrower has requested that the
Lender Parties amend a certain  provision in the Credit Agreement and consent to
a certain  transaction  and waive the  application of certain  covenants to that
transaction,  and  the  Lender  Parties  are  willing  to  do  so  upon  certain
conditions.

                           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 March 1, 1999,  clause (vii) of Subsection (f) of
Section  5.02 of the Credit  Agreement  is hereby  amended by  substituting  the
amount  "$6,500,000" for the amount "$3,000,000" where the latter amount appears
in such clause.

3. Consent and Waiver.  The  undersigned  Lender  Parties  hereby consent to the
proposed sale and leaseback transaction whereby certain of the facilities of the
Borrower located in Eugene, Oregon shall be sold to Carey Diversified LLC or one
of its  affiliates  or assigns and leased back to the Borrower on  substantially
the  terms set forth in the  letter  dated  February  12,  1999  issued by Carey
Diversified LLC to the Borrower (the  "Transaction").  The Lender Parties hereby

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waive the right to deem the Transaction to be a violation of Section 5.02 of the
Credit  Agreement or a Default or Event of Default  under the Credit  Agreement.
Provided,  however,  that this  consent and waiver is granted on the  conditions
subsequent  that:  (i) at least  $5,000,000  of the Net Cash  Proceeds  from the
Transaction will be applied  immediately upon consummation of the Transaction to
the payment of the  Facilities as provided in Section  2.06(b)(ii) of the Credit
Agreement;  and (ii) the balance of the Net Cash Proceeds shall be used only for
(1) working capital purposes, or (2) in partial payment of the investment by the
Borrower or PSC in the capital stock of Eldat Communication Ltd.

4.  Amendment  Fees.  As a  condition  precedent  to the  effectiveness  of this
Amendment  Five and Consent and Waiver,  PSC or the  Borrower  shall pay to each
Lender  Party a fee equal to the product of: a factor of .000625  multiplied  by
the sum of (i) the amount (if any) of the  Working  Capital  Commitment  of such
Lender  Party,  (ii) the amount (if any) of the Letter of Credit  Commitment  of
such Lender Party,  plus (iii) the amount (if any) of the outstanding  principal
amount of each Term A Note and each Term B Note held by such Lender Party.

5. 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.

6.  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
Five and  Consent  and Waiver and all  documents  and  transactions  required in
connection with this Amendment Five and Consent and Waiver.

7. Execution in Counterparts and Effectiveness.  This Amendment Five 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  Five  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 Five and Consent and
Waiver by  telecopier  shall be  effective  as delivery  of a manually  executed
counterpart of this  Amendment Five and Consent and Waiver.  This Amendment Five
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 Five and Consent and Waiver which, when taken together,  bear the
signatures  of the  Borrower,  PSC,  the  Administrative  Agent  and  all of the
Lenders.

8.  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 Five 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.
<PAGE>

9. Headings.  The headings of this Amendment Five 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 Five 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


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: