EXHIBIT 10.10
                                                                   -------------





                            SI HANDLING SYSTEMS, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT


           THIS  EXECUTIVE  EMPLOYMENT  AGREEMENT  is made as of the 29th day of
March , 1999 by and between William  Johnson,  a resident of Chagrin Falls,  OH,
(the  "Employee"),  and 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 desires to employ the Employee and the Employee
desires to be employed by the Company, upon the 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 as an
              --------------------
"at will" employee and the Employee  hereby accepts  employment with the Company
as an "at  will"  employee,  for a period  commencing  on March  29,  1999  (the
"Commencement  Date") and  continuing  until  terminated in accordance  with the
provisions of Section 7 hereof (the "Term"),  to hold the office of President of
the  Company  during  the Term  from and  after the  Commencement  Date and,  in
addition,  to hold the office of Chief  Executive  Officer of the Company during
the Term from and after July 21, 1999 (such office,  as applicable,  referred to
herein as the "Position").  The Board of Directors of the Company at its meeting
on March 31, 1999 shall take such action as may be  necessary to expand the size
of the Board of Directors by one (1) and to elect the Employee to be a member of
the Board of  Directors;  thereafter,  for so long as the Employee  continues to
serve in the Position,  at each annual meeting of  shareholders  of the Company,
the Board of Directors 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 (i) have  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


                                     - 1 -


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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.

           3.1 Salary. Beginning on the Commencement Date, the Company shall pay
               ------
the  Employee a base salary at the annual rate of Two Hundred  Sixteen  Thousand
Dollars ($216,000) (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.

           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
provides an opportunity  for an annual bonus of up to one hundred percent (100%)
of the Salary then in effect  based on the  achievement  of earnings  targets as
defined  for such  fiscal  year by the Board of  Directors.  For the 2000 Fiscal
Year,  the earnings  targets  shall be as set forth in Fiscal Year 2000 Business
Plan which shall be prepared  under the  oversight  of the Employee and shall be
submitted  by the  Employee  of the  Board  of  Directors  prior to its May 1999
meeting for review and approval at such meeting by the Board of Directors in its
sole discretion.

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

                  (a) Incentive Stock Options. Effective as of June 1, 1999 (the
                      -----------------------
"Grant Date"),  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  forty  thousand
(40,000)  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


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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 Compensation  Committee of the
               ----------------------------
Board of  Directors  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:
               ---------------

                  (a) The  Employee  shall be  entitled  to  participate  in all
benefits  programs  made  available  to  executive  employees  of the Company as
described in the Benefits Guide attached  hereto as Exhibit  3.5(a),  as amended
from time to time.


                  (b) The  Employee  shall be  entitled  to four (4) weeks  paid
vacation per year.

                  (c) The Company shall pay the Employee an automobile allowance
of Four  Hundred Ten Dollars  ($410.00)  per month;  provided  that the Employee
shall be responsible for the  lease/purchase,  maintenance and/or repair of such
automobile.

           3.6 Reimbursement of Expenses.
               -------------------------

                  (a) 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.

                  (b)  In  connection  with  the  Employee's  relocation  to the
Easton,  Pennsylvania  area,  the Employee shall be entitled to (i) the benefits
set forth in the  Company's  Statement  of  Corporate  Policy on  Relocation  of
Salaried  Employees  attached hereto as Exhibit 3.7 (b), as amended from time to
time, and (ii) additional relocation-related allowances; provided that the total
amount which the Employee shall receive under this Section 3.6(b) shall be equal
to an aggregate of One Hundred Fifty Thousand  Dollars  ($150,000)  which amount
shall be paid by the  Company to the  Employee in three  equal  installments  of
Fifty  Thousand  Dollars  ($50,000) on April 30, 1999, May 31, 1999 and June 30,
1999.


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           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


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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 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;



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                  (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.

           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


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any time, for any reason or for no reason, with or 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 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,  the Employee  shall be entitled,  as
severance  pay,  to  continue  to receive his Salary for a period of twelve (12)
months,  subject to all  applicable  Taxes,  as  calculated  on the basis of the
Salary  in  effect  at the date of  termination  and paid in the same  manner as
Salary was then paid hereunder.

           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 Sections
4, 5 or 6 hereof;

                         (ii)  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;

                         (iii) 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

                         (iv)  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
liability  or   obligation   hereunder  by  reason  of  or  subsequent  to  such
termination.


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           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
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 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.

                  (c) Termination Following a Failure to make the Employee Chief
                      ----------------------------------------------------------
Executive  Officer.  In the event (i) the Board of  Directors  fails to make the
------------------
Employee the Chief Executive of the Company  effective July 21, 1999 as required
by Section 1 hereof and (ii) thereafter the Employee voluntarily  terminates his
employment hereunder,  the Employee shall be entitled to receive all accrued but
unpaid (as of the effective date of such  termination)  Salary and, as severance
pay, to continue to receive his Salary for a period of twenty-four  (24) months,
subject to all  applicable  Taxes and paid in the same manner as Salary was then
paid  hereunder,  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  7.3(c),  all Salary and Benefits  shall
cease at the time of such  termination,  except as required under applicable law
and the Company shall have no liability or obligation  hereunder by reason of or
subsequent to such termination.

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

                  (a) During the one (1) year period following a Change of
Control and:

                         (i)   in the event of the termination of the Employee's
employment  hereunder  pursuant to Section  7.1(a)  hereof or of a  Constructive
Termination  (as defined in Section 7.4(b) hereof) during the period  commencing
on the Commencement Date and ending on the first anniversary of the Commencement
Date,  in lieu of the  severance pay  described in Section  7.1(c)  hereof,  the
Employee shall be entitled,  as severance pay, to continue to receive his Salary
for a period of  twenty-four  (24)  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.



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                         (ii)  in the event of the termination of the Employee's
employment  hereunder  pursuant to Section  7.1(a)  hereof or of a  Constructive
Termination  during  the  period  commencing  on the  first  anniversary  of the
Commencement Date and ending on the second anniversary of the Commencement Date,
in lieu of the severance pay described in Section  7.1(c)  hereof,  the Employee
shall be  entitled,  as  severance  pay, to 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.

                         (iii) in the event of the termination of the Employee's
employment  hereunder  pursuant to Section  7.1(a)  hereof or of a  Constructive
Termination at any time after the second  anniversary of the Commencement  Date,
the Employee shall be entitled to receive the severance pay described in Section
7.1(c) hereof.

                  (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.

           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


                                      - 9 -

<PAGE>




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.

                  (i)    if to the Company, to:

                         SI Handling Systems, 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

                  (ii)   if to the Employee, to:

                         William Johnson

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

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

                         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.



                                     - 10 -

<PAGE>




         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 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


                                     - 11 -

<PAGE>




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]




                                     - 12 -

<PAGE>




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



                                   SI HANDLING SYSTEMS, INC.




                                   By:     /s/ Edward J. Fahey
                                           -------------------------------------
                                   Title:  Chairman of the Board of Directors
                                           -------------------------------------





                                           /s/ William Johnson
                                           -------------------------------------
                                           William Johnson



















                                     - 13 -