Exhibit 10.22
                                                                   -------------


                           PARAGON TECHNOLOGIES, INC.

                              AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED  EXECUTIVE  EMPLOYMENT  AGREEMENT is made as
of the 1st day of October, 2001 by and between William R. Johnson, a resident of
Center Valley,  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 Company and the Employee are parties to that certain
Executive Employment Agreement made as of the 29th day of March, 1999 (the
"Original Agreement).

         WHEREAS, the Company desires to continue to employ the Employee and the
Employee desires to continue to be employed by the Company, upon the amended and
restated terms and conditions hereinafter set forth.

         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 third  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 President and Chief Executive Officer
of the  Company  during  the Term  from and after the  Commencement  Date  (such
office,  referred to herein as the  "Position").  The Board of  Directors of the
Company (the "Board of Directors") at each annual meeting of shareholders of the
Company shall use all  reasonable  efforts to cause the Employee to be nominated
for election as a member of the Board of Directors.

         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 Board of
Directors, the Employee shall have (i) responsibility for the exercise of the
executive authority of the Company, being the general and active management of
the business of the Company and the carrying into effect of all orders and
resolutions of the Board of Directors, which executive authority may be
delegated by the Employee to other officers and/or employees of the Company, and
(ii) such duties and responsibilities as may be assigned to him from time to
time by the Board of Directors. The Employee shall report to the Board of
Directors. 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 Board of Directors.

         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.


<PAGE>


              3.1  Salary. Effective as of January 1, 2001, the Company shall
                   ------
pay the Employee a base salary at the annual rate of Two Hundred Sixty-Five
Thousand Two Hundred Dollars ($265,200) (as the same may hereafter be adjusted,
the "Salary") during the term of this Agreement. The Salary shall not be reduced
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. The Salary shall be subject to
increase in the discretion of the Board of Directors based upon the achievement
of the sales, income and cash generation goals set forth in a plan for a
particular fiscal year approved by the Board of Directors (the "Plan").

              3.2  Bonus. The Employee shall be eligible to participate in
                   -----
the Company's existing Management Incentive Plan in effect for a particular
fiscal year which provides an opportunity for an annual incentive bonus (the
"Bonus") based upon the achievement of earnings goals set forth in the Plan for
the applicable fiscal year.

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

                   (a)  Incentive  Stock  Options.  Effective  upon
                        -------------------------
the approval of the Board of Directors, the Employee shall 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;  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 Board of Directors of the
                   --------------------------
Company 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 orders, pre-tax earnings, cash
generation, and effective management of the Company's operations.

              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.

                                      -2-
<PAGE>


              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 or any subsidiary or affiliate 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 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, any subsidiary or affiliate of 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
or any subsidiary or affiliate of the Company, as the case may be. 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 or any subsidiary or affiliate
of 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.


                                      -3-
<PAGE>


                   (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 or any subsidiary
or affiliate 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 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,
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);


                                   -4-
<PAGE>


                   (c)  engage, either directly or indirectly,  in any business
activity substantially  competitive with the Business with any (A) customer with
whom the Company or any  subsidiary or affiliate of 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 or any  subsidiary or
affiliate  of 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 or any  subsidiary  or  affiliate  of the Company to
terminate or modify any written or oral  agreement or course of dealing with the
Company or any subsidiary or affiliate of 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 any subsidiary or affiliate of 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 or any
subsidiary  or  affiliate of the Company as an  employee,  consultant,  agent or
distributor  of the Company or any subsidiary or affiliate of the Company at any
time during the one (1) year period immediately preceding the termination of the
Employee's employment hereunder.

         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 prior to the Expiration
Date,  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 neither the Company nor any  subsidiary  or affiliate of the
Company shall have any further liability or obligation hereunder by reason of or
subsequent to such termination.


                                      -5-
<PAGE>


                   (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 receive:

                        (i)  an amount  equal to (A) the sum of the Salary then
in effect  plus the  average of the Bonus paid to the  Employee in the two years
preceding the effective date of such  termination,  multiplied by (B) the number
of years between the effective date of such  termination and the Expiration Date
(pro rated for any partial year); and

                        (ii) all Benefits for a period of years (including
fractional  years) equal to the number of years  between the  effective  date of
such termination and the Expiration Date (pro rated for any partial year).

                        (iii)a car  benefits  allowance  in an  amount  equal
to any car  benefits  allowance  available to the Employee as of the date of his
termination, for a period equal to the Extended Coverage Period.

              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.

                   (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,  neither the
Company nor any  subsidiary  or affiliate of the Company  shall have any further
liability  or   obligation   hereunder  by  reason  of  or  subsequent  to  such
termination.

                                      -6-
<PAGE>


              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,  neither the Company nor any
subsidiary  or  affiliate  of the Company  shall have any 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,  neither the Company nor any  subsidiary  or affiliate of the Company shall
have any 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)(i)  hereof,  the Employee
shall be entitled,  as severance pay, to receive a lump sum payment in an amount
equal to (A) two (2)  times  the sum of (x) the  Salary in effect on the date of
termination  plus (y) 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 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  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.


                                      -7-
<PAGE>


                   (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
                             Easton, Pennsylvania 18040-9295
                             Attention: Chairman of the Board
                             Telecopier: (610) 252-3102

                             with a copy to:

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

                   (b)  if to the Employee, to:

                             William R. Johnson

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

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

                             with a copy to:

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

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

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

                                      -8-
<PAGE>


         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, including, without
limitation, the Original Agreement. 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
              ------
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 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 state court located 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


                                       -9-
<PAGE>


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]













                                      -10-
<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 CEO




                              By:      /S/ Elmer D. Gates
                                   ------------------------------------------
                                       Elmer D. Gates
                                       Chairman of the Board of Directors





















                                      -11-