Exhibit 10.4 

                              NON-COMPETE AGREEMENT

         Agreement   made   this   12th  day  of July,   1996  by  and   between
Spectra-Physics AB, a Swedish corporation  ("Spectra-Physics"),  and PSC Inc., a
New York corporation ("Buyer").

         Spectra-Physics,    Inc.,   a   Delaware   corporation,    Buyer,   and
Spectra-Physics Holdings, S.A., a French corporation, have entered into an Asset
and Stock Purchase Agreement, dated May 20, 1996 (the "Agreement.") Capitalized
terms used and not defined herein shall have the meaning ascribed to them in the


         In consideration of the covenants set forth herein, and intending to be
legally bound hereby, the parties agree as follows:

     SECTION 1. Compensation.  In consideration of Spectra- Physics' obligations
under this  Agreement,  Buyer  shall pay  Spectra-Physics  the total sum of Five
Million Dollars ($US5,000,000) on the date hereof.

         SECTION  2.  Restrictive  Covenant.  In  consideration  of the  payment
referred to in Section 1, Spectra-Physics  agrees that for a period of three (3)
years from the  Closing,  it shall  not,  directly  or  indirectly  through  any
subsidiary or affiliate,  own, manage,  operate, join, control or participate in
the  ownership,  management,  operation or control of any business  which at any
relevant  time during such period  competes with the Business as conducted as of
the Closing Date in any part of the world.

         Notwithstanding  anything to the contrary  contained in this Section 2,
Buyer hereby agrees that the foregoing  covenant shall not be deemed breached as
a  result  of  (A)  the  ownership  by  Spectra-Physics  or  any  subsidiary  of
Spectra-Physics  of, in the aggregate,  10% or less of the  outstanding  capital
stock of any corporation whose securities are registered  pursuant to Section 12
of the Securities and Exchange Act of 1934, as amended,  or (B) the  acquisition
by Spectra-Physics of any interest in any entity

of which any line of business  competes with the Business as conducted as of the
Closing Date,  directly or indirectly,  in any part of the world,  if within 180
days  thereafter,  Spectra-Physics  disposes  of or  enters  into  a  definitive
agreement with an unaffiliated third party to dispose of such interest.

         SECTION 3. Remedies.  Spectra-Physics  agrees that Buyer's  remedies at
law for any breach by Spectra-Physics of the provisions of Section 2 hereof will
be inadequate,  and that Buyer shall be entitled to an injunction or injunctions
to  prevent  breaches  of the  provisions  of  Section 2 hereof  and to  enforce
specifically such terms and provision.

         SECTION  4.  Waiver of  Breach.  The waiver by Buyer of a breach of any
provision of this Agreement by Spectra-Physics shall not operate or be construed
as a waiver of any other or subsequent breach by  Spectra-Physics of such or any
other provision.

         SECTION  5.  Notices.   All  notices,   requests,   demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if  personally  delivered  or, if mailed,  three  business days after
being mailed by United States first-class, certified or registered mail, postage
prepaid,  or, if sent by overnight  delivery by a nationally  recognized courier
such as Federal Express,  one business day after deposit with such courier,  or,
if sent by telecopy,  upon  confirmation  of receipt,  to the other party at the
following  addresses  (or at such other  address as shall be given in writing by
any party to the other):

                  If to Spectra-Physics, to:

                           Spectra-Physics AB
                           Box 5226
                           Sturegatan 32
                           Fourth Floor
                           S-102 45 Stockholm, Sweden
                           Telephone:  011-468-663-1602
                           Fax:     011-468-660-9226
                           Attn: Mr. Ulf Johansson

                  With required copies to:

                             Dechert Price & Rhoads
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                             Philadelphia, PA 19103
                            Telephone: (215) 994-2971
                               Fax: (215) 994-2222

                           Attention:  Carmen J. Romano, Esquire

                  If to Buyer, to:

                           PSC Inc.
                                 675 Basket Road
                                Webster, NY 14580
                           Telephone:  (716) 265-1600
                               Fax: (716) 265-6402
                           Attention: William W. Woodard, Vice-President -

                  With required copies to:

                           Boylan, Brown, Code, Fowler, Vigdor
                                  & Wilson, LLP
                                2400 Chase Square
                               Rochester, NY 14604
                           Telephone:  (716) 232-5300
                               Fax: (716) 232-3528
                      Attention: Martin S. Weingarten, Esq.

         SECTION 6. Severability.  If any term or provision of this Agreement or
the application  thereof to any person or circumstance  shall, to any extent, be
held  invalid  or  unenforceable  by a  court  of  competent  jurisdiction,  the
remainder of this Agreement or the  application of any such term or provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
If any of the  provisions  contained in this  Agreement  shall for any reason be
held to be  excessively  broad as to duration,  scope,  activity or subject,  it
shall  be  construed  by  limiting  and  reducing  it,  so as to  be  valid  and
enforceable   to  the  extent   compatible   with  the  applicable  law  or  the
determination by a court of competent jurisdiction.

         SECTION 7.  Consent  to  Jurisdiction.  Spectra-Physics  and Buyer each
irrevocably  submits to the  jurisdiction  of (a) the courts of the State of New
York,  situated  in the  county of New York and (b) the United  States  District
Court for the  Southern  District  of New York,  for the  purposes  of any suit,
action  or  other  proceeding  arising  out of or  related  to  this  Agreement.
Spectra-Physics  and Buyer each  hereby  irrevocably  consent to the  service of
summons,  complaint  and  any  and all  other  process  in any  such  action  or
proceeding  brought  in such  jurisdictions  within  the  State  of New  York by
delivery of copies of such process to it, at its address  specified in Section 5
of this

Agreement or by certified mail to such address.  Spectra-Physics  and Buyer each
hereby  waives  any  objection  that it may have  based  upon  lack of  personal
jurisdiction,  including,  without  limitation,  any  objection to the laying of
venue or based on grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any such action or proceeding in such jurisdiction.

         SECTION 8.  Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of New

         SECTION 9. Successors and Assigns.  This Agreement,  and all rights and
powers granted hereby,  will bind and inure to the benefit of the parties hereto
and their  respective  successors  and  assigns.  No party hereto may assign its
rights or delegate its duties and obligations  under this Agreement  without the
prior written consent of the other party hereto.

         SECTION 10. Headings.  The headings  preceding the text of the sections
hereof  are  inserted  solely  for  convenience  of  reference,  and  shall  not
constitute  a part of  this  Agreement,  nor  shall  they  affect  its  meaning,
construction or effect.

         SECTION 11. Amendments.  No amendment to this Agreement
shall be effective unless it shall be in writing and signed by
the party against which it is to be enforced.

         SECTION 12.  Entire  Agreement.  This  Agreement  sets forth all of the
promises, covenants, agreements, conditions and undertakings between the parties
hereto with respect to the subject matter  hereof,  and supersedes all prior and
contemporaneous agreements and undertakings,  inducements or conditions, express
or implied, oral or written, with respect to the subject matter hereof.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement on the day and year first above written.

                               SPECTRA-PHYSICS AB

                               By:/s/ Lennart Rappe
                                      Lennart Rappe
                                      Sr. VP & CFO

                               By:/s/ Lennart Rappe
                                      Lennart Rappe
                                      Authorized Representative

                                         PSC Inc.

                               By: /s/ L. Michael Hone
                                       L. Michael Hone
                               Title:  President & CEO 

Basic Info X:

Type: Non-Compete Agreement
Date: July 29, 1996
Company: PSC INC
State: New York

Other info:


  • 12th day of July , 1996
  • May 20 , 1996


  • Spectra-Physics , Inc.
  • Dechert Price & Rhoads 4000 Bell Atlantic Tower
  • Vigdor & Wilson
  • United States District Court
  • Southern District of New York
  • Lennart Rappe Lennart Rappe Authorized Representative PSC Inc.


  • Delaware
  • S.A.
  • United States
  • Stockholm
  • Sweden
  • Philadelphia
  • Rochester
  • Esq
  • New York


  • Five Million Dollars
  • $ US5,000,000


  • Ulf Johansson
  • Carmen J. Romano
  • Webster
  • William W. Woodard
  • Boylan
  • Brown
  • Fowler
  • Martin S. Weingarten
  • Lennart Rappe Lennart Rappe
  • L. Michael Hone L. Michael Hone


  • 10 %