Exhibit 10.20
                                                                   -------------


                           PARAGON TECHNOLOGIES, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------


         THIS EXECUTIVE EMPLOYMENT AGREEMENT is made as of the 1st day
of October, 2001 by and between Lee F. Schomberg, a resident of Grand Rapids,
Michigan (the "Employee"), and Paragon Technologies, 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 materials handling
technologies and systems for industrial, warehousing and distribution customers
(the "Business").

         WHEREAS, the Employee is an employee of the Company pursuant
to the terms of an Executive Employment Agreement dated August 7, 1999 which
expires by its terms on October 1, 2001.

         WHEREAS, the Company desires to employ the Employee and the
Employee desires 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 Vice  President - Marketing  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 Chief Operating
Officer, the Employee shall have such duties and  responsibilities as may be
assigned to him from time to time by the Chief Operating  Officer.  The Employee
shall report to the Chief Operating  Officer.  The Employee shall perform his
duties and  responsibilities hereunder at the Company's facility located in
Spring Lake, Michigan or at such other  location as may be established from time
to time by the Chief Operating 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 in consideration 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 and additional  benefits
provided herein. The Employee hereby acknowledges the receipt and sufficiency of
the consideration set forth herein.

               3.1  Salary. Beginning on the Commencement Date, the Company
                    ------
shall pay the Employee a base salary at the annual rate of One Hundred Ten
Thousand Dollars ($110,000)(as the same may hereafter be adjusted, the "Salary")
during the term of this  Agreement.  The Salary shall be inclusive of all


<PAGE>


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.

              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 volume and  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 Chief Operating 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 marketing 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.

                                      -2-
<PAGE>


         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 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

                                   -3-
<PAGE>


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 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
immediately  following the termination of the Employee's employment hereunder of
either  (x) in the  case of a  termination  by the  Company  without  cause,  as
described in Section 7.1(a) hereof, the length of time during which the Employee
is entitled to receive severance pay pursuant to Section 7.1(c) hereof or (y) in
all other cases,  two (2) years, 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

                                      -4-
<PAGE>


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.

         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).

                                      -5-
<PAGE>


              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, 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.
                   ------------------------------------

                                      -6-
<PAGE>

                   (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
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.

                   (c) The Employee acknowledges and reaffirms his continuing
obligations  to the Company  including,  but not limited to, those  contained in
Sections 4, 5 and 6 herein.

         9.   Survival of  Provisions.  The  provisions of this Agreement set
              -----------------------
forth in Sections 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

                                      -7-
<PAGE>


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:  President and CEO
                           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:

                           Lee F. Schomberg
                           3580 Vinewood Ave. S.E.
                           Grand Rapids, MI  49546
                           Telecopier:  616-957-2419

                           with a copy to:

                           Mike Taylor @ Miller, Johnson, Shell & Cummiskey PLC
                           250 Monroe Ave. N.W., Suite 800
                           Grand Rapids, MI  49501-0306
                           Telecopier:  616-831-1701


         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  State  of  Michigan,  without  regard  to the
principles of conflicts of laws of any jurisdiction.

                                      -8-
<PAGE>


         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 any court having jurisdiction in Kent County, Michigan, or if such
court does not have jurisdiction or will not accept  jurisdiction,  in any state
or federal court of general jurisdiction in the State of Michigan, 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 Kent County,  Michigan  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

                                      -9-
<PAGE>


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 Chief Executive Officer




                                           /S/ Lee F. Schomberg
                                       -----------------------------------------
                                           Lee F. Schomberg