PSC INC
AMENDMENT TO BOREY EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.txt
<DESCRIPTION>AMENDMENT TO BOREY EMPLOYMENT AGREEMENT
<TEXT>

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                                                                    Exhibit 10.1

                                AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT (the "First Amendment") is made as of the 2nd day of
February, 2001 by and between PSC Inc., a New York corporation (the "Company")
and the undersigned, an officer of the Company (the "Executive").

     WHEREAS, the Company and Executive entered into an Employment Agreement as
of December 4, 2000 ("Agreement"); and

     WHEREAS, the parties desire to amend in certain respects said Agreement.

     NOW, THEREFORE, in consideration of the premises and of Executive agreeing
to continue to serve as an employee of the Company, the parties hereto agree as
follows:

     1.  All of the terms in this First Amendment shall have the meanings
defined in the Agreement.

     2.  Section 10B of the Agreement is deleted in its entirety and replaced by
a new Section 10B, which will read as follows:

            "10B  Termination of Employment - Change in Control.  In the event
          Executive terminates his employment for any reason within ninety (90)
          days after the occurrence of a Change in Control (as hereinafter
          defined) of the Company or in the event of the termination of
          employment of Executive within the two year period following a Change
          in Control (as hereinafter defined) of the Company, and such
          termination is (i) by the Company or its successor for any reason
          other than Termination for Cause (as hereinafter defined), death or
          disability, or (ii) by the Executive for "Good Reason" (as hereinafter
          defined), the Company or its successor will pay the Executive
          following such termination an amount equal to the product of the sum
          of (x) Executive's Base Salary at the annual rate then in effect in
          addition to (y) the highest annual bonus paid to Executive under the
          Company's current Management Incentive Plan or any successor plan in
          the three full fiscal years preceding termination multiplied by 2.9.
          Said amount shall be payable in the manner elected by Executive from
          one of the following options:  (i) in a lump sum cash payment, or (ii)
          in three equal annual installments commencing on the date of
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          termination, or (iii) in equal bi-weekly installments over a period of
          three years.  In addition, Executive will be immediately vested in any
          retirement, incentive, restricted stock, or option plans or agreements
          then in effect and the Company will continue to provide Executive with
          Executive's then current health, dental, life and accidental death and
          dismemberment insurance benefits for a period of three years.  All
          payments made to Executive hereunder will be subject to all applicable
          employment and withholding taxes."

     3.  Except as modified by this First Amendment, the Agreement has not
heretofore been amended or cancelled, and remains in full force and effect.

     IN WITNESS WHEREOF, Executive has executed this Agreement and the Company
has caused this Agreement to be executed as of the date set forth above.

                                PSC Inc.

                             By:
                                ----------------------------------------
                                Robert S. Ehrlich, Chairman of the Board


                                ----------------------------------------
                                Edward Borey
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