EMPLOYMENT AGREEMENT



     THIS AGREEMENT is made as of December 4, 2000 by and between PSC Inc., a

New York corporation ("PSC" or the "Company") and EDWARD BOREY ("Executive").



                                    RECITALS



     WHEREAS, the Company desires to employ the Executive as its Chief Executive

Officer to devote full time to the business of PSC, and the Executive agrees to

be so employed.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

contained in this Agreement, the parties agree as follows:



     1.  Employment.  PSC hereby employs the Executive as President and Chief

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Executive Officer effective December 4, 2000 ("Employment Commencement Date").

Executive hereby accepts such employment and agrees to remain in the employ of

PSC for the Term to perform any and all reasonable and lawful duties prescribed

by PSC's Board of Directors and to abide by the terms and conditions of this

Agreement. During the Term, in good faith, Executive shall exert all reasonable

efforts to promote the interests of the Company and shall devote substantially

all of his entire working time, attention and energies to the business of the

Company. Effective as of the Employment Commencement Date, Executive will also

be elected a member of the Company's Board of Directors and will be appointed to

the Board of Director's Executive Committee. Executive shall be permitted to

serve on the board of directors of other companies so long as such service does

not adversely affect his performance under this Agreement and so long as such

other businesses are not competitive with Company.

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     2.  Term of Employment.  The term of employment under this Agreement shall

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commence as of the Employment Commencement Date and shall terminate on December

31, 2003 (the "Initial Term"); provided, however that the term of this Agreement

shall be automatically extended for additional one year terms (each an

"Additional Term") upon the end of the Initial Term, or any successor Additional

Term unless either the Executive or the Company shall have given written notice

to the other at least four (4) months prior thereto that the term of this

Agreement shall not be so extended.





     3.  Compensation.

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         A.   Base Salary.  For all services to be rendered to the Company by

Executive in any capacity, including, without limitation, services as an

officer, director or member of any committee of the Board of Directors and the

performance of any duties assigned to him by the Board of Directors, PSC shall

pay to Executive a salary at the annual rate of not less than $360,000 ("Base

Salary"). The Base Salary of the Executive shall be reviewed annually by the

Board of Directors and may be increased from time to time in the sole discretion

of the Board of Directors. The Base Salary shall be payable in accordance with

the customary payroll practices of PSC, subject to such deductions and

withholdings as may be required by law or agreed to by Executive.



         B.  Performance Bonus ("Bonus")



               (i) For calendar year 2001, Executive will be paid a bonus of not

          less than 100% of his Base Salary.  If, and to the extent, PSC exceeds

          the Target established for 2001 under the Company's Management

          Incentive Plan ("MIP"), Executive shall be entitled to a bonus of up

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