PSC Inc Sample Contracts

RECITALS
Employment Agreement • November 7th, 1995 • PSC Inc • Computer peripheral equipment, nec • New York
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Amendment Nine and Consent and Waiver To Credit Agreement
Credit Agreement • May 12th, 2000 • PSC Inc • Computer peripheral equipment, nec • New York
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Settlement Agreement • April 16th, 2001 • PSC Inc • Computer peripheral equipment, nec • New York
LEASE AGREEMENT by and between SCAN (OR) QRS 11-47, INC., a Delaware corporation as LANDLORD
Lease Agreement • May 14th, 1999 • PSC Inc • Computer peripheral equipment, nec • New York
RECITALS
Employment Agreement • August 19th, 1997 • PSC Inc • Computer peripheral equipment, nec • New York
Exhibit 10.1 Amendment Five and Consent and Waiver To Credit Agreement
Credit Agreement • August 10th, 1999 • PSC Inc • Computer peripheral equipment, nec • New York
RECITALS
Employment Agreement • April 20th, 2001 • PSC Inc • Computer peripheral equipment, nec • Oregon
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PSC Inc • April 20th, 2001 • Computer peripheral equipment, nec • New York
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 1999 • PSC Inc • Computer peripheral equipment, nec
Amendment Eight and Consent and Waiver To Credit Agreement
Credit Agreement • February 2nd, 2000 • PSC Inc • Computer peripheral equipment, nec • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 1999 • PSC Inc • Computer peripheral equipment, nec
AGREEMENT
Agreement • August 19th, 1997 • PSC Inc • Computer peripheral equipment, nec • New York
SECOND AMENDMENT TO AGREEMENT
To Agreement • August 10th, 1999 • PSC Inc • Computer peripheral equipment, nec
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Amendment Two and Waiver to Credit Agreement
Credit Agreement • August 19th, 1997 • PSC Inc • Computer peripheral equipment, nec • New York
N P DAVIS ESQ SERVICE AGREEMENT
Service Agreement • March 30th, 1999 • PSC Inc • Computer peripheral equipment, nec
AGREEMENT
Agreement • August 10th, 1998 • PSC Inc • Computer peripheral equipment, nec • New York
Amendment Seven and Consent and Waiver To Credit Agreement
Credit Agreement • April 14th, 2000 • PSC Inc • Computer peripheral equipment, nec • New York
Consent and Waiver to Credit Agreement As of June 30, 1999
Consent and Waiver • August 10th, 1999 • PSC Inc • Computer peripheral equipment, nec

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.

ARTICLE I
And Waiver • January 17th, 2001 • PSC Inc • Computer peripheral equipment, nec • New York
PSC Inc. 675 Basket Road Webster, New York 14580
PSC Inc • June 19th, 2000 • Computer peripheral equipment, nec

On behalf of the Board of Directors, I am pleased to inform you that PSC Inc. has entered into an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 5, 2000, with two affiliates of Welch Allyn Data Collection, Inc.: Mohawk Corp. ("Parent") and Mohawk Acquisition Corp., a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has commenced a cash tender offer to purchase all of the outstanding (i) shares of PSC common stock for $8.45 per share, (ii) shares of PSC Series A Convertible Preferred Stock for $105.625 per share and (iii) warrants to purchase PSC common stock for $8.45 per underlying share of common stock less the exercise price, in each case net to the seller in cash. The tender offer is conditioned upon, among other things, a minimum of two-thirds of PSC's outstanding securities on a fully diluted and as converted basis being validly tendered and not withdrawn prior to the expiration of the tender offer. Provided all

RECITALS
Noncompetition and Confidentiality Agreement • May 12th, 2000 • PSC Inc • Computer peripheral equipment, nec • New York
PSC INC.,
Agreement and Plan of Merger • February 2nd, 2000 • PSC Inc • Computer peripheral equipment, nec • New York
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