Exhibit 10.19
                                                                   -------------


                       SECOND AMENDMENT TO LINE OF CREDIT
                             NOTE AND LOAN AGREEMENT
                             -----------------------
                                (LINE OF CREDIT)

Paragon Technologies, Inc. (formerly, "SI Handling Systems, Inc.")
600 Kuebler Road
Easton, Pennsylvania 18040

Ermanco Incorporated
6870 Grand Haven Road
Spring Lake, Michigan 49456
(Individually and collectively, "Borrower")

First Union National Bank
702 Hamilton Street
Allentown, Pennsylvania 18101
(Hereinafter referred to as "Bank")

         THIS SECOND AMENDMENT TO LINE OF CREDIT NOTE AND LOAN
AGREEMENT  ("Second  Amendment")  is entered into as of March 30,  2000,  by and
between the Bank and Borrower.

         BACKGROUND

         A.    Bank is the holder of a Promissory Note executed and delivered by
Borrower,  dated  September  30,  1999,  in the  original  principal  amount  of
$6,000,000.00 (the "Note"); and certain other loan documents, including, without
limitation, a Loan Agreement dated September 30, 1999 as amended by that certain
Modification  Number One to Loan Agreement dated January 31, 2000 (collectively,
the "Loan Agreement").

         B.    The term "Loan Documents", as used in this Agreement, is
defined in the Note.  All  capitalized  terms used but not defined  herein shall
have the meanings assigned in the Loan Documents.

         C.    Borrower has requested Bank to waive the following Defaults
(collectively, the "Existing Defaults") under the Loan Documents:

               (i)  Borrower failed to maintain the requisite Funds Flow
Coverage Ratio for the period ending December 31, 1999;

               (ii) Borrower's aggregate outstanding Obligations exceeded the
amount  permitted under the Borrowing Base  determined  pursuant to the terms of
the Loan Agreement for the period ending December 31, 1999; and

               (iii)  Borrower  defaulted  under  the  terms of that  certain
Subordination   Agreement   dated   September   30,  1999  (the   "Subordination
Agreement"), executed by Borrower, Bank and the Creditors identified therein, in
that  Borrower  made  payments  of  interest  on the  Subordinated  Debt for the
quarterly  periods  ending  December 31, 1999 and March 31, 2000, at a time when
Borrower was in default under the Loan Documents.

         D.    Bank is willing to waive the Existing Defaults in consideration
of Borrower's execution and delivery of this Agreement together with the receipt
by Bank of the Waiver Fee (as defined herein).


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         AGREEMENT

         NOW,  THEREFORE,  in  consideration  of Bank's  continued  extension of
credit,  the payment of the Waiver Fee and the agreements  contained herein, the
parties agree as follows:

         1.    Incorporation of Background.  The background provisions set forth
               ---------------------------
above (including,  without limitation,  any defined terms set forth therein) are
hereby  incorporated  by reference  into this Second  Amendment  and made a part
hereof as though set forth in their entirety herein.

         2.    Funds Flow Coverage Ratio.  The Funds Flow Coverage Ratio of the
                -------------------------
Loan  Agreement is hereby  amended from and after the date hereof and shall read
in its entirety as follows:

                  Funds Flow Coverage  Ratio.  Borrower  shall  maintain a Funds
                  --------------------------
                  Flow  Coverage  Ratio of not  less  than  1.25 to 1.00,  to be
                  measured  quarterly on a rolling four  quarters  basis at each
                  quarter's end.  "Funds Flow Coverage Ratio" shall mean the sum
                  of earnings  (excluding SI Baker and Egemen) before  interest,
                  taxes, depreciation and amortization (including the historical
                  operations of Ermanco  Incorporated prior to the September 30,
                  1999 acquisition of said entity by Paragon Technologies, Inc.,
                  (formerly,  "SI Handling Systems,  Inc." ), divided by the sum
                  of all current  maturities of long term debt and capital lease
                  obligations plus interest expense. For purposes of calculating
                  the Funds Flow Coverage  Ratio,  the amounts  indicated  below
                  will be added on a  non-cumulative  basis to the  earnings for
                  the periods indicated:

                           Period Ending                      Ad Back Amount
                           -------------                      --------------
                           March 31, 2000                     $1,800,000.00
                           June 30, 2000                      $2,400,000.00
                           September 30, 2000                 $1,900,000.00

         3.    Total Liabilities to Net Worth Ratio.  The Total Liabilities to
               ------------------------------------
Net Worth Ratio of the Loan  Agreement is hereby amended from and after the date
hereof and shall read in its entirety as follows:

                  Total  Liabilities to Net Worth Ratio.  Borrower  shall,  from
                  -------------------------------------
                  closing until fiscal  year-end  December 31, 2000,  maintain a
                  ratio of Total  Liabilities to Net Worth of not more than 1.80
                  to 1.00,  and  thereafter,  Borrower shall maintain a ratio of
                  Total  Liabilities to Net Worth of not more than 1.75 to 1.00,
                  to be measured  quarterly at each  quarter's  end. "Net Worth"
                  shall mean total assets  (including the investment in SI Baker
                  and Egemen) minus Total Liabilities. "Total Liabilities" shall
                  mean  all  liabilities  of  Borrower,   excluding  debt  fully
                  subordinated  to Bank on terms and  conditions  acceptable  to
                  Bank,  and including  capitalized  leases and all reserves for
                  deferred  taxes  and  other  deferred  sums  appearing  on the
                  liabilities  side  of a  balance  sheet,  in  accordance  with
                  generally   accepted   accounting   principles  applied  on  a
                  consistent basis.

         4.       Current Ratio.  The Current Ratio of the Loan Agreement is
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hereby modified and amended from and after the date hereof and shall read in its
entirety as follows:

                  Current Ratio.  Borrower shall maintain a Current Ratio of not
                  -------------
                  less than 1.20 to 1.00, measured quarterly at each quarter's
                  end. "Current Ratio" shall mean the ratio of Current Assets to
                  Current Liabilities.  "Current Assets" shall

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                  mean all assets which are so  classified  in  accordance  with
                  generally    accepted    accounting    principles.    "Current
                  Liabilities"   shall  mean  all   liabilities   which  are  so
                  classified in accordance  with generally  accepted  accounting
                  principles.

         5.       Borrowing Base.  The first paragraph of the Loan Agreement
                  --------------
concerning  the Borrowing  Base is hereby amended from and after the date hereof
and shall read in its entirety as follows:

                  Borrowing  Base.  "Borrowing  Base"  means  (a) 80% of the net
                  ---------------
                  amount  of  Eligible  Accounts,  plus (b) 40% of the  value of
                  Eligible  Inventory,  plus (c) 80% of the current  fair market
                  value of the Property (as  hereinafter  defined) as determined
                  by  appraisal  satisfactory  to  Bank,  plus  (d)  100% of the
                  Orderly  Liquidation  Value of Equipment,  unencumbered by any
                  liens other than in favor of Bank, plus (e) an amount equal to
                  $2,500,000.00,  which amount  shall be reduced by  $625,000.00
                  every 6 months  during the first 2 years of this  Loan,  until
                  such amount reaches zero (0) on the second  anniversary of the
                  date of this Agreement, minus (f) the unpaid principal balance
                  of  the  Term  Loan.  If  the  foregoing  calculation  of  the
                  Borrowing Base results in a negative number, Bank shall notify
                  Borrower in writing,  and within five (5) days after receiving
                  such  written  notice,   Borrower  shall  either  (i)  make  a
                  principal  payment under the Term Loan sufficient to eliminate
                  such  deficiency,  or (ii) deposit with Bank cash in an amount
                  sufficient  to eliminate  such  deficiency,  which cash amount
                  shall be held in a separate  escrow account by Bank until such
                  time as the cash escrow account is no longer required in order
                  to  achieve  compliance  with  the  foregoing  Borrowing  Base
                  calculation.

         6.    Subordinated Debt.  Commencing on April 1, 2000, Borrower shall
               -----------------
not make any cash  payments  of  Subordinated  Debt  until  Borrower  is in full
compliance  with all  Financial  Covenants as  originally  set forth in the Loan
Agreement prior to the addition of the amounts to be added to the calculation of
the  Funds  Flow  Coverage  Ratio  as  set  forth  in  this  Second   Amendment.
Simultaneously  with the  execution  of this  Second  Amendment  or  immediately
thereafter,  Borrower  and Bank shall  execute  and  deliver to the  Creditors a
letter  notifying  the  Creditors  that no further  payments will be made on the
Subordinated Debt except as provided herein.

         7.    Waiver Fee.  Simultaneously with the execution of this Second
               ----------
Amendment by Borrower,  Borrower shall deliver to Bank a modification/waiver fee
(the "Waiver Fee") in the amount of $5,000.00.

         8.    Waiver of Existing Defaults.  Bank hereby waives the Existing
               ---------------------------
Defaults.  This  waiver is limited  to the  Existing  Defaults  and shall not be
construed as a waiver of any subsequent  Default under the referenced  Financial
Covenants or  Subordination  Agreement,  or of any  existing or future  Defaults
under any other provisions of any Loan Documents.

         9.    Acknowledgment of Balance.  Borrower acknowledges that the most
               -------------------------
recent  Commercial Loan Invoice sent to Borrower with respect to the Obligations
under the Note is correct.

         10.   Acknowledgments and Representations.  Borrower  acknowledges and
               -----------------------------------
represents that the Note,  Loan Agreement and other Loan  Documents,  as amended
hereby, are in full force and effect without any defense, counterclaim, right or
claim of set-off; that, after giving effect to this Second Amendment, no Default
or event that with the passage of time or giving of notice  would  constitute  a
Default  under  the  Loan  Documents  has  occurred,   all  representations  and
warranties contained in the Loan Documents are true and correct as


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of this date,  all  necessary  action to authorize the execution and delivery of
this Agreement has been taken; and this Second Amendment is a modification of an
existing  obligation  and is not a  novation.  Effective  the date  hereof,  all
references in the Loan  Documents to the Note or the Loan  Agreement  shall mean
the Note and the Loan Agreement as amended by this Second Amendment.

         11.   Collateral. Borrower acknowledges and confirms that there have
               ----------
been no  changes  in the  ownership  of any  collateral  pledged  to secure  the
Obligations  (the  "Collateral")  since the Collateral  was originally  pledged;
Borrower  acknowledges  and  confirms  that the Bank has  existing,  valid first
priority security interests and liens in the Collateral;  and that such security
interests and liens shall secure Borrower's  Obligations to Bank,  including any
modification   of  the  Note  or  Loan   Agreement,   if  any,  and  all  future
modifications, extensions, renewals and/or replacements of the Loan Documents.

         12.   Miscellaneous.   This  Second  Amendment shall  be  construed  in
               -------------
accordance  with and governed by the laws of the applicable  state as originally
provided in the Loan Documents,  without  reference to that state's conflicts of
law principles.  This Second  Amendment and the other Loan Documents  constitute
the sole agreement of the parties with respect to the subject matter thereof and
supersede all oral  negotiations  and prior writings with respect to the subject
matter thereof. No amendment of this Second Amendment,  and no waiver of any one
or more of the provisions  hereof shall be effective unless set forth in writing
and  signed  by  the  parties  hereto.  The  illegality,   unenforceability   or
inconsistency  of any  provision of this Second  Amendment  shall not in any way
affect or impair the legality,  enforceability  or  consistency of the remaining
provisions  of this Second  Amendment or the other Loan  Documents.  This Second
Amendment and the other Loan Documents are intended to be  consistent.  However,
in the event of any  inconsistencies  among this Second Amendment and any of the
Loan Documents,  the terms of this Second  Amendment,  and then the Note,  shall
control. This Second Amendment may be executed in any number of counterparts and
by the different parties on separate  counterparts.  Each such counterpart shall
be deemed an original,  but all such counterparts shall together  constitute one
and the same agreement.

         IN WITNESS WHEREOF,  the undersigned have signed and sealed this Second
Amendment the day and year first above written.

         PLACE OF EXECUTION AND DELIVERY.  Borrower  hereby  certifies that this
Second  Amendment and the Loan  Documents were executed in the  Commonwealth  of
Pennsylvania and delivered to Bank in the Commonwealth of Pennsylvania.

              Paragon Technologies, Inc. (formerly, "SI Handling Systems, Inc.")
              Taxpayer Identification Number: 22-1643428

CORPORATE     By:    /s/ William R. Johnson, President & CEO
                     -----------------------------------------------------------
SEAL                 William R. Johnson, President & CEO


              By:    /s/ William F. Moffitt, Vice President - Finance and CFO
                     -----------------------------------------------------------
                     William F. Moffitt, Vice President - Finance and CFO

              First Union National Bank

              By:    /s/ William M. Hogan, Vice President
                     -----------------------------------------------------------
                     William M. Hogan, Vice President