Exhibit 10.21
                                                                   -------------


                           PARAGON TECHNOLOGIES, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS  EXECUTIVE  EMPLOYMENT  AGREEMENT is made as of the 1st day of
October,  2001  by and  between  Ronald  J.  Semanick,  a  resident  of  Easton,
Pennsylvania  (the  "Employee"),  and Paragon  Technologies,  Inc.  (formerly SI
Handling Systems,  Inc.), a corporation organized and existing under the laws of
the Commonwealth of Pennsylvania (the "Company").

         WHEREAS, the Company is engaged in the business of designing,
selling, installing and servicing integrated automated material handling systems
for industrial, warehousing and distribution customers (the "Business").

         WHEREAS, the Employee is an employee of the Company.

         WHEREAS, the Company desires to continue to employ the
Employee and the Employee desires to continue to be employed by the Company,
upon the terms and conditions hereinafter set forth, which among other things,
provides for the Employee to be eligible to receive materially enhanced
severance benefits in the event of the termination of the Employee's employment
with the Company.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, and intending to be legally bound, the parties,
subject to the terms and conditions set forth herein, agree as follows:

         1.   Employment and Term. The Company hereby employs the Employee and
              -------------------
the Employee hereby accepts employment with the Company, for a period commencing
on October 1, 2001 (the "Commencement Date") and continuing until the earlier of
the second  anniversary of the Commencement Date (the "Expiration  Date") or the
termination  of this  Agreement in accordance  with the  provisions of Section 7
hereof  (the  "Term"),  to hold the office of Chief  Financial  Officer and Vice
President  -  Finance  of the  Company  during  the  Term  from  and  after  the
Commencement Date (such office, referred to herein as the "Position").

         2.   Duties. During the Term, the Employee shall serve the Company
              ------
faithfully  and to the best of his  ability  and  shall  devote  his full  time,
attention,  skill and efforts to the  performance  of the duties  required by or
appropriate  for the  Position.  Subject to the  oversight of the  President and
Chief   Executive   Officer,   the   Employee   shall   have  such   duties  and
responsibilities  as may be assigned  to him from time to time by the  President
and Chief  Executive  Officer.  The Employee  shall report to the  President and
Chief   Executive   Officer.   The  Employee   shall   perform  his  duties  and
responsibilities   hereunder  at  the  Company's  facility  located  in  Easton,
Pennsylvania  or at such other location as may be established  from time to time
by the President and Chief Executive Officer.

         3.   Compensation. The Company shall pay the Employee, and the Employee
              ------------
hereby agrees to accept,  as compensation for all services to be rendered to the
Company and for the Employee's  intellectual  property covenants and assignments
and  covenant  not to  compete,  as  provided  in  Sections 5 and 6 hereof,  the
compensation set forth in this Section 3.

              3.1  Salary. Beginning on the Commencement Date, the Company shall
                   ------
pay the Employee a base salary at the annual rate of One Hundred  Five  Thousand
Dollars ($105,000) (as the same may hereafter be adjusted,  the "Salary") during
the term of this  Agreement.  The Salary shall be  inclusive  of all  applicable
income,  social security and other taxes and charges that are required by law to
be  withheld  by the  Company  (collectively,  "Taxes")  and  shall  be paid and
withheld in  accordance  with the  Company's  normal  payroll  practices for its
executive employees from time to time in effect.


<PAGE>


              3.2  Bonus. The Employee shall be eligible to participate in the
                   -----
Company's Officer Incentive Plan in effect for a particular fiscal year which is
based on the achievement of earnings targets as defined for such fiscal year.

              3.3  Equity Participation.
                   --------------------

                   (a)  Incentive Stock Options. The Employee may be granted
                        -----------------------
"Incentive  Stock Options" (as such term is defined in the Company's 1997 Equity
Compensation  Plan,  as  amended  from  time to time (the  "Equity  Compensation
Plan")) to purchase shares of Common Stock under and subject to the terms of the
Equity  Compensation  Plan,  which shall vest at a rate of twenty  five  percent
(25%) per year on each of the first four (4)  anniversaries  of the Grant  Date;
provided  that as an  express  condition  of  receipt  of such  Incentive  Stock
Options, the Employee shall enter into and agree to be bound by the terms of the
standard "Grant Instrument" (as such term is defined in the Equity  Compensation
Plan)  applicable  to the issuance of Incentive  Stock  Options under the Equity
Compensation Plan.

                   (b)  Vesting. In the event of a "Change of Control" (as such
                        -------
term is defined in the Equity  Compensation  Plan), all rights to acquire Common
Stock  pursuant to the Grant of  Incentive  Stock  Options  described in Section
3.3(a) hereof shall fully accelerate and be immediately  vested and exercisable;
provided that, in the event such  acceleration and vesting would make the Change
of Control ineligible for pooling of interests accounting treatment,  in lieu of
such acceleration and vesting,  the Company shall make a payment to the Employee
in an amount equal to the benefit that would have inured to the Employee if such
acceleration and vesting had occurred so long as such payment would not make the
Change of Control  ineligible for pooling of interests  accounting  treatment or
otherwise impose adverse tax consequences on the Company.  In no event shall any
right to acquire  Common Stock  pursuant to the Grant  Incentive  Stock  Options
described in Section 3.3(a) hereof vest upon or following the termination of the
Employee's  employment  with the  Company,  except  as  provided  in the  Equity
Compensation Plan (as amended from time to time, including,  without limitation,
with respect to the vesting of  restricted  stock or incentive  stock options in
event  of  the  death  or  disability  of an  employee  of the  Company)  or the
applicable Grant Instrument.

              3.4  Annual Compensation Review. The President and Chief Executive
                   --------------------------
Officer shall review the  Employee's  compensation  annually  which review shall
include, without limitation, an evaluation of the Employee's contribution to the
Company's annual financial  performance,  including pre-tax earnings,  effective
management of the Company's operations, and backlog adequacy.

              3.5  Fringe Benefits. During the Term, the Employee shall be
                   ---------------
entitled to participate in standard management benefits programs of the Company,
including,  without  limitation,  the Company's standard program with respect to
automobile  benefits,  as amended from time to time (the  "Benefits").  Employee
shall be entitled to four (4) weeks paid vacation per year.

              3.6  Reimbursement of Expenses. During the course of employment,
                   -------------------------
the  Employee  shall be  reimbursed  for items of travel,  food and  lodging and
miscellaneous  expenses  reasonably  incurred  by him on behalf of the  Company,
provided  that such  expenses  are  incurred,  documented  and  submitted to the
Company, all in accordance with the reimbursement  policies of the Company as in
effect from time to time.

         4.   Confidentiality. The Employee recognizes and acknowledges that the
              ---------------
Proprietary Information (as hereinafter defined) is a valuable, special and
unique asset of the Company. As a result, both during the Term and thereafter,
the Employee shall not, without the prior written consent of the Company, for
any reason either directly or indirectly divulge to any third-party or use for
his own benefit, or for any purpose other than the exclusive benefit of the
Company, any confidential, proprietary, business and technical information or
trade secrets of the Company or of any subsidiary or affiliate of the Company
(the "Proprietary Information") revealed, obtained or developed in the course of
his employment with the Company. Proprietary


                                      -2-
<PAGE>


Information shall include,  but shall not be limited to the intangible  personal
property   described  in  Section  5(b)  hereof  and,  in  addition,   technical
information,  including  research  design,  results,  techniques  and processes;
apparatus and equipment  design;  and computer  software;  technical  management
information,  including  project  proposals,  research  plans,  status  reports,
performance  objectives  and  criteria,  and  analyses  of  areas  for  business
development; and business information,  including project, financial, accounting
and personnel information,  business strategies,  plans and forecasts,  customer
lists, customer information and sales and marketing plans, efforts,  information
and data. In addition,  "Proprietary  Information" shall include all information
and materials received by the Company or the Employee from a third party subject
to an obligation of  confidentiality  and/or  non-disclosure.  Nothing contained
herein shall restrict the Employee's ability to make such disclosures during the
course of the employment as may be necessary or appropriate to the effective and
efficient discharge of the duties required by or appropriate for the Position or
as such  disclosures may be required by law or by a governmental  body or court.
Furthermore, nothing contained herein shall restrict the Employee from divulging
or  using  for  his  own  benefit  or for  any  other  purpose  any  Proprietary
Information  that is readily  available  to the  general  public so long as such
information  did not  become  available  to the  general  public  as a direct or
indirect  result of the  Employee's  breach of this  Section  4.  Failure by the
Company  to  mark  any  of  the  Proprietary   Information  as  confidential  or
proprietary  shall not affect its status as  Proprietary  Information  under the
terms of this Agreement.

         5.   Property.
              --------

                   (a)  All right, title and interest in and to Proprietary
Information shall be and remain the sole and exclusive  property of the Company.
During the Term,  the Employee  shall not remove from the  Company's  offices or
premises any documents,  records,  notebooks,  files,  correspondence,  reports,
memoranda or similar  materials of or  containing  Proprietary  Information,  or
other  materials  or  property  of any kind  belonging  to the  Company,  unless
necessary or  appropriate  in  accordance  with the duties and  responsibilities
required  by or  appropriate  for the  Position  and,  in the  event  that  such
materials  or property are removed,  all of the  foregoing  shall be returned to
their proper files or places of  safekeeping  as promptly as possible  after the
removal shall serve its specific purpose.  The Employee shall not make,  retain,
remove  and/or  distribute  any  copies of any of the  foregoing  for any reason
whatsoever,  except as may be necessary in the discharge of the assigned  duties
and shall not divulge to any third  person the nature of and/or  contents of any
of the  foregoing  or of any other oral or written  information  to which he may
have  access or with  which for any  reason he may  become  familiar,  except as
disclosure  shall be necessary in the  performance  of the duties;  and upon the
termination of his employment  with the Company,  he shall return to the Company
all originals and copies of the  foregoing  then in his  possession or under his
control, whether prepared by the Employee or by others.

                   (b)  (i)  The Employee acknowledges that all right, title and
interest in and to any and all  writings,  documents,  inventions,  discoveries,
ideas, developments,  information, computer programs or instructions (whether in
source code,  object  code,  or any other form),  algorithms,  formulae,  plans,
memoranda,   tests,   research,   designs,   innovations,   systems,   analyses,
specifications,  models, data, diagrams, flow charts, and/or techniques (whether
patentable or non-patentable or whether reduced to written or electronic form or
otherwise)  relating to the Business or any other  business in which the Company
or any of the Company's  subsidiaries  or affiliates is engaged  during the Term
that the Employee  creates,  makes,  conceives,  discovers  or develops,  either
solely or jointly  with any other  person,  at any time during the Term,  during
working hours or using any property or facility of the Company, and whether upon
the  request  or  suggestion   of  the  Company  or  otherwise,   (collectively,
"Intellectual  Work  Product")  shall be the sole and exclusive  property of the
Company.  The Employee shall promptly  disclose to the Company all  Intellectual
Work Product,  and the Employee shall have no claim for additional  compensation
for the Intellectual Work Product.

                        (ii) The  Employee  acknowledges  that  all the
Intellectual Work Product that is copyrightable  shall be considered a work made
for hire under United States Copyright Law. To the extent that any copyrightable
Intellectual  Work Product may not be  considered a work made for hire under

                                      -3-
<PAGE>


the applicable  provisions of the United States  Copyright Law, or to the extent
that,  notwithstanding  the  foregoing  provisions,  the  Employee may retain an
interest in any  Intellectual  Work  Product,  the Employee  hereby  irrevocably
assigns and transfers to the Company any and all right,  title, or interest that
the Employee may have in the Intellectual Work Product under copyright,  patent,
trade  secret  and  trademark  law,  in  perpetuity  or for the  longest  period
otherwise permitted by law, without the necessity of further consideration.  The
Company  shall be  entitled  to obtain and hold in its own name all  copyrights,
patents, trade secrets, and trademarks with respect thereto.

                        (iii)The Employee shall reveal  promptly all
information  relating to any Intellectual Work Product to the Board of Directors
of the Company,  cooperate with the Company and execute such documents as may be
necessary  or  appropriate  (A) in the event  that the  Company  desires to seek
copyright,  patent  or  trademark  protection,  or other  analogous  protection,
thereafter  relating to the Intellectual Work Product,  and when such protection
is  obtained,  renew and  restore  the same,  or (B) to  defend  any  opposition
proceedings in respect of obtaining and maintaining  such  copyright,  patent or
trademark protection, or other analogous protection.

         6.   Covenant not to Compete. The Employee shall not, during the Term
              -----------------------
(except in the performance of the Employee's  duties hereunder) and for a period
of two  (2)  years  immediately  following  the  termination  of the  Employee's
employment  hereunder do any of the following directly or indirectly without the
prior written consent of the Board of Directors in its sole discretion:

                   (a)  engage or participate, directly or indirectly, in any
business activity  substantially  competitive with the Business;

                   (b)  become interested (as owner, stockholder, lender,
partner,   co-venturer,   director,  officer,  employee,  agent,  consultant  or
otherwise) in any person, firm, corporation, association or other entity engaged
in any business that is competitive with the Business,  or become  interested in
(as  owner,  stockholder,  lender,  partner,  co-venturer,   director,  officer,
employee,  agent,  consultant or  otherwise)  any portion of the business of any
person,  firm,  corporation,  association  or other entity where such portion of
such business is  competitive  with the Business or any other  business in which
the Company or any of the Company's subsidiaries or affiliates is engaged during
the Term  (notwithstanding  the  foregoing,  the Employee may hold not more than
five  percent  (5%)  of  the   outstanding   securities  of  any  class  of  any
publicly-traded securities of a company that is engaged in the Business);

                   (c)  engage, either directly or indirectly, in any business
activity substantially  competitive with the Business with any (A) customer with
whom the  Company  shall have dealt at any time  during the one (1) year  period
immediately preceding the termination of the Employee's employment hereunder, or
(B) corporate  partner,  collaborator,  independent  contractor or supplier with
whom the  Company  shall have dealt at any time  during the one (1) year  period
immediately preceding the termination of the Employee's employment hereunder;

                   (d)  influence or attempt to influence any then current or
prospective supplier, customer, corporate partner,  collaborator, or independent
contractor  of the Company to terminate or modify any written or oral  agreement
or course of dealing with the Company; or

                   (e)  initiate any contract with any person with the purpose
of  influencing or attempting to influence any person either (i) to terminate or
modify an employment,  consulting,  agency, distributorship or other arrangement
with the  Company,  or (ii) to employ or  retain,  or  arrange to have any other
person or entity employ or retain,  any person who has been employed or retained
by the Company as an employee,  consultant,  agent or distributor of the Company
at any time during the one (1) year period immediately preceding the termination
of the Employee's employment hereunder.

                                      -4-
<PAGE>


         The Employee acknowledges that he has carefully read and
considered the provisions of this Section 6. The Employee acknowledges that the
foregoing restrictions may limit his ability to earn a livelihood in a business
similar to the Business, but he nevertheless believes that he has received and
will receive sufficient consideration and other benefits in connection with the
payment by the Company of the compensation set forth in Sections 3 and 7 hereof
to justify such restrictions, which restrictions the Employee does not believe
would prevent him from earning a living in businesses that are not competitive
with the Business and without otherwise violating the restrictions set forth
herein.

         7.   Termination.  Upon termination of the Employee's employment
              -----------
hereunder, the Employee shall be entitled only to such compensation and benefits
as described in this Section 7.

              7.1  Termination by the Company Without Cause.
                   ----------------------------------------

                   (a) Notwithstanding anything to the contrary set forth
herein, the Company shall have the right to terminate the Employee's  employment
hereunder at any time, for any reason or for no reason, without cause, effective
upon the date designated by the Company upon written notice to the Employee.

                   (b)  In the event of a termination of the Employee's
employment  hereunder  pursuant to Section 7.1(a) hereof,  the Employee shall be
entitled to receive all  accrued  but unpaid (as of the  effective  date of such
termination)  Salary  and the  severance  payments  in the  manner  set forth in
Section 7.1(c)  hereof;  provided that the Employee has complied with all of his
obligations  under  this  Agreement  and  continues  to  comply  with all of his
surviving   obligations   hereunder  listed  in  Section  9  hereof.  Except  as
specifically  set forth in this Section 7.1, all Salary and Benefits shall cease
at the time of such termination, except as required under applicable law and the
Company shall have no further liability or obligation  hereunder by reason of or
subsequent to such termination.

                   (c)  In the event of the termination of the Employee's
employment  under  Section  7.1(a)  hereof  prior to the  Expiration  Date,  the
Employee shall be entitled,  as severance pay, to continue to receive his Salary
and the  annual  average  of the bonus  paid to the  Employee  for the two years
preceding the year in which the termination becomes effective for a period equal
to the greater of (i) one year or (ii) the number of years between the effective
date of such  termination  and the  Expiration  Date (pro rated for any  partial
year).

              7.2  Termination for Cause.
                   ---------------------

                   (a)  The Company shall have the right to terminate the
Employee's  employment  hereunder at any time for "cause" upon written notice to
the Employee. For purposes of this Agreement, "cause" shall mean:

                        (i)  any material breach by the Employee of any material
obligations under this Agreement,  which breach has not been cured within thirty
(30) days of written notice by the Company to the Employee;

                        (ii) conduct of the Employee involving disloyalty to the
Company or willful  misconduct  with respect to the Company,  including  without
limitation fraud, embezzlement,  theft or proven dishonesty in the course of the
employment,  which conduct or willful  misconduct,  if capable of cure,  has not
been  cured  within  thirty  (30) days of written  notice by the  Company to the
Employee; or

                        (iii)conviction of a felony or other criminal act,
provided  that in the case of such other  criminal act the Employee is sentenced
to a term of more than one (1) year in prison.


                                      -5-
<PAGE>


                   (b)  In the event of a termination of the Employee's
employment  hereunder  pursuant to Section 7.2(a) hereof,  the Employee shall be
entitled to receive all  accrued  but unpaid (as of the  effective  date of such
termination)  Salary and such other  benefits  as are  normally  provided by the
Company upon the death of an employee;  provided  that the Employee has complied
with all of his obligations under this Agreement.  All Salary and Benefits shall
cease at the time of such termination, subject to the requirements of applicable
law,  and,  except as  specifically  set forth in this  Section 7.2, the Company
shall  have no  further  liability  or  obligation  hereunder  by  reason  of or
subsequent to such termination.

              7.3  Termination by the Employee.
                   ---------------------------

                   (a)  Voluntary Termination. In the event of a voluntary
                        ---------------------
termination  by the Employee of his employment  hereunder,  the Employee will be
entitled to receive all  accrued  and unpaid (as of the  effective  date of such
termination)  Salary;  provided  that the Employee has complied  with all of his
obligations  under  this  Agreement.  Except as  specifically  set forth in this
Section  7.3(a) or as  provided by  applicable  law,  the Company  shall have no
further  liability or  obligation to the Employee for  compensation  or benefits
hereunder by reason of or subsequent to such termination.

                   (b)  Termination by Death. In the event that the Employee
                        --------------------
dies during the Term, the Employee's  employment  hereunder  shall be terminated
thereby  and  the  Company  shall  pay  to  the  Employee's   executors,   legal
representatives  or administrators an amount equal to all accrued and unpaid (as
of the  date of  death)  Salary  and any such  other  benefits  as are  normally
provided  by the  Company  upon the  death  of an  employee;  provided  that the
Employee has complied with all of his obligations  under this Agreement.  Except
as  specifically  set forth in this Section  7.3(b) or as provided by applicable
law, the Company shall have no further liability or obligation  hereunder to the
Employee's executors, legal representatives, administrators, heirs or assigns or
any other person claiming under or through him by reason of or subsequent to the
Employee's death.

              7.4  Termination upon a Change of Control.
                   ------------------------------------

                   (a)  During the one (1) year period following a Change of
Control, in the event of the termination of the Employee's  employment hereunder
pursuant to a Constructive Termination (as defined in Section 7.4(b) hereof), in
lieu of the severance pay described in Section 7.1(c) hereof, the Employee shall
be  entitled,  as  severance  pay,  to (A)  continue to receive his Salary for a
period of eighteen (18) months,  subject to all applicable Taxes,  calculated on
the basis of the  Salary in  effect on the date of  termination  and paid in the
same manner as Salary was then paid hereunder and (B) receive a lump sum payment
in an amount  equal to one and  one-half  times the average of the Bonus paid to
the  Employee  for the two (2)  fiscal  years  preceding  the year in which  the
termination  becomes effective,  subject to all applicable Taxes, which lump sum
amount shall be payable to the Employee  within  thirty (30) days  following the
date of termination.

                   (b)  For purposes of this Section 7.4, "Constructive
Termination" shall mean the termination of the Employee's  employment  hereunder
by the Employee within one year of a Change of Control as a result of any of the
following: (i) the Employee is demoted; (ii) the Employee's duties hereunder are
materially  altered  in a  manner  unacceptable  to the  Employee  at  the  sole
discretion of the Employee; or (iii) the Salary is reduced.

         8.   Representations, Warranties and Covenants of the Employee.
              ---------------------------------------------------------

                   (a)  The Employee represents and warrants to the Company
that:

                        (i)  to the best of the Employee's knowledge, there are
no restrictions,  agreements or understandings  whatsoever to which the Employee
is a party which would prevent or make unlawful the Employee's execution of this
Agreement  or the  Employee's  employment  hereunder,  or  which  is or would be
inconsistent  or in conflict with this  Agreement or the  Employee's  employment


                                      -6-
<PAGE>


hereunder,  or would prevent,  limit or impair in any way the performance by the
Employee of the obligations hereunder; and

                        (ii)  the Employee has disclosed to the Company all
restraints, confidentiality commitments or other employment restrictions that he
has with any other employer, person or entity.

                   (b)  The Employee covenants that in connection with his
provision of services to the Company, he shall not breach any obligation (legal,
statutory,  contractual  or otherwise)  to any former  employer or other person,
including,  but not  limited to  obligations  relating  to  confidentiality  and
proprietary rights.

         9.   Survival of  Provisions.  The  provisions  of this  Agreement set
              -----------------------
forth  in  Sections  3.6,  4, 5, 6, 7, 8, 18 and 19  hereof  shall  survive  the
termination of the Employee's employment hereunder.

         10.  Successors and Assigns. This Agreement shall inure to the benefit
              ----------------------
of and be  binding  upon the  Company  and the  Employee  and  their  respective
successors, executors,  administrators,  heirs and/or assigns; provided that the
Employee shall not make any assignment of this Agreement or any interest herein,
by  operation  of law or  otherwise,  without the prior  written  consent of the
Company.

         11.  Notice. Any notice hereunder by either party shall be given by
              ------
personal  delivery or by sending such notice by certified  mail,  return-receipt
requested,  or telecopied,  addressed or telecopied,  as the case may be, to the
other party at its address set forth below or at such other  address  designated
by notice in the manner provided in this section. Such notice shall be deemed to
have been received upon the date of actual delivery if personally  delivered or,
in the case of mailing,  two (2) days after deposit with the U.S.  mail,  or, in
the case of facsimile  transmission,  when  confirmed by the  facsimile  machine
report.

                   (a)  if to the Company, to:

                             Paragon Technologies, Inc.
                             600 Kuebler Road
                             P.O. Box 70
                             Easton, Pennsylvania  18040-9295
                             Attention: Chairman of the Board
                             Telecopier:  (610) 253-0254

                             with a copy to:

                             Jeffrey P. Libson, Esquire
                             Pepper Hamilton LLP
                             1235 Westlakes Drive - Suite 400
                             Berwyn, Pennsylvania  19312-2401
                             Telecopier:  (610) 640-7835








                                      -7-
<PAGE>


                   (b)  if to the Employee, to:

                             Ronald Semanick

                             ---------------------------------

                             ---------------------------------
                             Telecopier:
                                         ---------------------
                             with a copy to:

                             ---------------------------------

                             ---------------------------------
                             Telecopier:
                                         ---------------------

         12.  Entire Agreement; Amendments. This Agreement contains the entire
              ----------------------------
agreement and understanding of the parties hereto relating to the subject matter
hereof, and merges and supersedes all prior and contemporaneous discussions,
agreements and understandings of every nature between the parties hereto
relating to the employment of the Employee with the Company. This Agreement may
not be changed or modified, except by an agreement in writing signed by each of
the parties hereto.

         13.  Waiver.  The waiver of the breach of any term or  provision of
              ------
this Agreement  shall not operate as or be construed to be a waiver of any other
or subsequent breach of this Agreement.

         14.  Governing  Law.  This  Agreement  shall be  construed  and
              --------------
enforced  in  accordance  with the  laws of the  Commonwealth  of  Pennsylvania,
without regard to the principles of conflicts of laws of any jurisdiction.

         15.  Invalidity. If any provision of this Agreement shall be determined
              ----------
to be void,  invalid,  unenforceable or illegal for any reason, the validity and
enforceability  of all of the remaining  provisions hereof shall not be affected
thereby.  If any particular  provision of this Agreement shall be adjudicated to
be invalid or  unenforceable,  such provision  shall be deemed amended to delete
therefrom  the portion thus  adjudicated  to be invalid or  unenforceable,  such
amendment  to apply only to the  operation of such  provision in the  particular
jurisdiction in which such adjudication is made; provided that, if any provision
contained in this Agreement shall be adjudicated to be invalid or  unenforceable
because  such  provision  is  held  to be  excessively  broad  as  to  duration,
geographic scope, activity or subject, such provision shall be deemed amended by
limiting and reducing it so as to be valid and enforceable to the maximum extent
compatible with the applicable laws of such jurisdiction, such amendment only to
apply  with  respect  to the  operation  of  such  provision  in the  applicable
jurisdiction in which the adjudication is made.

         16.  Section  Headings.  The section headings in this Agreement are for
              -----------------
convenience  only;  they form no part of this Agreement and shall not affect its
interpretation.

         17.  Number of Days. In computing the number of days for purposes of
              --------------
this  Agreement,  all days shall be counted,  including  Saturdays,  Sundays and
legal  holidays;  provided  that, if the final day of any time period falls on a
Saturday,  Sunday  or day  which  is a  legal  holiday  in the  Commonwealth  of
Pennsylvania,  then  such  final day shall be deemed to be the next day which is
not a Saturday, Sunday or legal holiday.

         18.  Specific Enforcement; Consent to Suit. The Employee acknowledges
              -------------------------------------
that the restrictions contained in Sections 4, 5 and 6 hereof are reasonable and
necessary to protect the legitimate interests of the Company and its affiliates
and that the Company would not have entered into this Agreement in the absence
of such restrictions. The Employee also acknowledges that any breach by him of
Sections 4, 5 or 6


                                      -8-
<PAGE>


hereof will cause  continuing  and  irreparable  injury to the Company for which
monetary damages would not be an adequate remedy. The Employee shall not, in any
action or  proceeding  to  enforce  any of the  provisions  of Section 4, 5 or 6
hereof,  assert the claim or defense that an adequate  remedy at law exists.  In
the event of such breach by the  Employee,  the Company  shall have the right to
enforce  the  provisions  of Section 4, 5 or 6 hereof by seeking  injunctive  or
other  relief  in any  court,  and this  Agreement  shall  not in any way  limit
remedies  of law or in equity  otherwise  available  to the  Company.  Any legal
proceeding  to enforce  the  provisions  of  Section  4, 5 or 6 hereof  shall be
instituted in the Court of Common Pleas of Northampton County, Pennsylvania,  or
if such court does not have jurisdiction or will not accept jurisdiction, in any
state  or  federal  court  of  general   jurisdiction  in  the  Commonwealth  of
Pennsylvania,  and,  for such  purpose,  the  Employee  hereby  consents  to the
personal  and  exclusive  jurisdiction  of such  court  and  hereby  waives  any
objection  that  the  Employee  may  have to the  laying  of  venue  of any such
proceeding and any claim or defense of inconvenient  forum.  Notwithstanding the
foregoing to the contrary,  the Company shall have the right to institute  legal
proceedings  to enforce the  provisions of Section 4, 5 or 6 hereof in any court
with jurisdiction over the Employee.  In any legal proceeding seeking to enforce
or  interpret  the  terms of  Section  4, 5 or 6  hereof,  each  party  shall be
responsible for its own costs, expenses and disbursements,  including attorneys'
fees.

         19.  Arbitration. Subject to the last sentence of this Section 19, if
              -----------
any dispute arises over the terms of this Agreement  between the parties to this
Agreement,  either the  Employee  or the  Company  shall  submit the  dispute to
binding  arbitration  within thirty (30) days after such dispute  arises,  to be
governed by the  evidentiary  and procedural  rules of the American  Arbitration
Association  (Commercial  Arbitration).  The  Employee  and  the  Company  shall
mutually  select  one (1)  arbitrator  within  ten (10) days  after a dispute is
submitted  to  arbitration.  In the event  that the  parties do not agree on the
identity of the arbitrator within such period,  the arbitrator shall be selected
by the American Arbitration Association.  The arbitrator shall hold a hearing on
the dispute in Northampton  County,  Pennsylvania  within thirty (30) days after
having been selected and shall issue a written  opinion within fifteen (15) days
after the hearing.  The  arbitrator  shall also decide on the  allocation of the
costs of the  arbitration  to the respective  parties,  but the Employee and the
Company  shall  each be  responsible  for  paying  the fees of their  own  legal
counsel,  if legal counsel is obtained.  Either the Employee or the Company,  or
both parties,  may file the decision of the  arbitrator as a final,  binding and
unappealable  judgment in a court of appropriate  jurisdiction.  Notwithstanding
the foregoing provisions of this Section 19 to the contrary, matters in which an
equitable  remedy or injunctive  relief is sought by a party,  including but not
limited to the remedies referred to in Section 18 hereof,  shall not be required
to be  submitted  to  arbitration,  if the party  seeking  such remedy or relief
objects  thereto,  but shall instead be subject to the  provisions of Section 18
hereof.

         20.  Counterparts.  This Agreement may be executed in one or more
              ------------
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall be deemed to be one and the same instrument.


                          [one signature page follows]






                                      -9-
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Executive
Employment Agreement to be executed the day and year first written above.



                             PARAGON TECHNOLOGIES, INC.




                             By:      /S/ William R. Johnson
                                  ----------------------------------------
                                      William R. Johnson
                                      President and Chief Executive Officer




                                      /S/ Ronald J. Semanick
                                  ----------------------------------------
                                      Ronald J. Semanick