Exhibit 10.27
                                                                   -------------

                               AGREEMENT OF SALE

THIS AGREEMENT OF SALE ("Agreement") is made this 8th day of November, 2002,
                                                  ---
between J.G. Petrucci Company, Inc. or its Assigns, a New Jersey corporation
("Buyer") and Paragon Technologies, Inc., a Delaware corporation, as successor
in interest to SI Handling Systems, Inc. ("Seller"). This Agreement is to be
effective as of the date on which Buyer receives this Agreement signed by Seller
(the "Effective Date").

In consideration of the covenants and provisions contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.   Agreement to Sell and Purchase. Seller agrees to sell to Buyer, and Buyer
     ------------------------------
     agrees to purchase from Seller, subject to the terms and conditions of this
     Agreement, that certain tract or piece of land known as 600 Kuebler Road,
     consisting of an approximately 173,000 s/f building on approximately 20
     acres located in Easton, Pennsylvania as more fully described by metes and
     bounds in the legal description attached hereto as Exhibit "A," being all
     of the property owned by Seller in that location, together with all right,
     title, and interest of Seller in and to any land lying in the bed of any
     highway, street, road, or piece of land and any easements and appurtenances
     pertaining thereto (the "Real Property") and all the buildings and other
     improvements situate thereon, including all fixtures, equipment,
     appliances, and other personal property attached or appurtenant to, located
     in or on, or used in connection with the Real Property (the "Personal
     Property") (the Real Property and the Personal Property are jointly called
     (the "Property").

2.   Purchase Price. The purchase price for the Property is Three Million and
     --------------
     00/XX Dollars ($3,000,000.00) (the "Purchase Price"), payable as follows:

         (a)   a deposit of One Hundred Fifty Thousand and 00/XX ($150,000.00)
         Dollars ("Deposit") shall be held by Fidelity National Title Insurance
         Company located in Philadelphia, Pennsylvania ("Fidelity") in an
         interest bearing account for which Fidelity shall serve as the Escrow
         Agent and shall incur no liabilities other than for the Deposit pending
         the Settlement. The Deposit shall be applied against the Purchase Price
         at Settlement subject to the earlier termination of this Agreement as
         provided herein; and

         (b)   the balance of Two Million Eight Hundred Fifty Thousand and 00/XX
         ($2,850,000.00) shall be paid in cash or wired funds to an account
         designated by Seller at Settlement.

3.   Settlement. Settlement shall be held on the date which is fifteen (15) days
     ----------
     after the expiration of the Due Diligence Period (as defined below) (or on
     the next business day thereafter if such date is not a business day), or on
     such earlier date as Buyer shall designate by at least five (5) days'
     advance written notice to Seller, at Buyer's office


<PAGE>


     at 171 Route 173, Suite 201, Asbury, New Jersey 08802, at 10:00 a.m. or
     such other time and place mutually acceptable to Buyer and Seller
     ("Settlement"). It is agreed that the time of Settlement and delivery
     of the Purchase Price by Buyer and the obligation of Seller to deliver
     the Deed (as hereinafter defined) at Settlement are of the essence of
     this Agreement.

4.   Condition of Title.
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     (a)  Buyer shall within five (5) days from the Effective Date, order a
          title report for the Property from Buyer's chosen title company. Title
          to the Property shall be good and marketable (i) free and clear of all
          liens, restrictions, easements, encumbrances, claims or liens by
          contractors, subcontractors, mechanics and materialmen, leases,
          financing statements or other personal property liens or encumbrances
          and other title objections, other than title exceptions listed on
          Schedule B-II of the title report and such other title exceptions as
          may be approved by Buyer within fourteen (14) business days after
          Buyer receives its title report for the Property, (ii) affirmatively
          insured as contiguous with no gaps or gores, and (iii)
          insurable as aforesaid at ordinary rates by Commonwealth Land Title
          Insurance Company or any other title insurance company selected by
          Buyer.  There shall be no exception for possible mechanics liens or
          possible unsettled taxes of any kind against Seller or the Property.
          Seller shall pay and discharge all monetary liens of an ascertainable
          amount at or before Settlement; if Seller fails to do so, Buyer shall
          have the option, at its election, to pay and discharge such monetary
          liens, and all such amounts paid by Buyer shall be a credit against
          the Purchase Price. Buyer shall promptly forward a copy of the title
          report to Seller upon Buyer's receipt of such report.

     (b)  If title to the Property cannot be conveyed to Buyer at Settlement
          in accordance with the requirements of this Agreement for a reason
          other than the existence of any lien on the Property for an amount
          not in excess of the Purchase Price, Seller shall take appropriate
          action to cure the defect, and at Buyer's option Settlement may be
          postponed for a reasonable time, not exceeding thirty (30) days,
          to permit Seller to cure the title deficiency.  If the title
          deficiency is of such a nature that it is not capable of being cured
          by Seller, Buyer shall have the option (i) of taking such title as
          Seller can convey without abatement of the Purchase Price, or (ii)
          of terminating Buyer's obligations under this Agreement,
          having the Deposit (with any accrued interest) returned to it and
          being reimbursed by Seller for all reasonable out-of pocket costs and
          expenses incurred by Buyer in connection with this Agreement and the
          Property, including but not limited to title company charges,
          consultant fees  for due diligence tests, and other similar charges
          ("Buyer's Reasonable Costs").

5.   Representations and Warranties. Seller, to induce Buyer to enter into this
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     Agreement and to complete the sale and purchase of the Property hereunder,



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<PAGE>



     represents, warrants, and covenants to Buyer as follows:

     (a)  Seller has no actual knowledge of, and has received no notice from
          any governmental authority requiring any work, repairs,
          construction, alterations, or installations on or in connection
          with the Property, or ordinances, codes, orders, regulations, or
          requirements affecting any portion of the Property, including,
          without limitation, any applicable environmental laws or
          regulations. There is no action, suit, or proceeding pending or,
          to the knowledge of Seller, threatened against or affecting Seller
          or the Property or any portion thereof or relating to or arising
          of the ownership of the Property, in any court or before or by any
          federal, state, county, or municipal department, commission,
          board, bureau, or agency or other governmental instrumentality.

     (b)  No assessments or charges for any public improvements have been
          made against the Property which remain unpaid, no improvements to
          the Property or any roads or facilities abutting the Property have
          been made or, to the actual knowledge of Seller, ordered for which
          a lien, assessment, or charge can be filed or made and Seller has
          no actual knowledge of any plans for improvements by any
          governmental or quasi-governmental authority which might result in
          a special assessment against the Property. Seller has incurred no
          obligations relating to the installation of or connection to any
          sanitary sewers or storm sewers which shall be enforceable against
          the Property, and all public improvements commenced, or completed
          prior to the Effective Date shall be paid in full by Seller prior
          to Settlement.

     (c)  The Property has been duly subdivided in accordance with all
          applicable laws and constitutes an independent tract of land for
          all applicable zoning, subdivision, and taxation purposes.

     (d)  The Property is serviced by public water, public sewer, gas, and
          electric.

     (e)  Except as listed on Exhibit "B" attached hereto and made a part
          hereof, Seller has received no notice from any insurance company
          which has issued a policy with respect to the Property or by any
          board of fire underwriters (or other body exercising similar
          functions) claiming any defects for deficiencies or requesting the
          performance of any repairs, alterations or other work, and Seller
          will promptly notify Buyer of and comply with any such notice or
          requirement at Seller's cost if such notice is received prior to
          Settlement.

     (f)  Except as listed on Exhibit "C", attached hereto and made a part
          hereof, there are no management, employment, service, equipment,
          supply, maintenance, water, sewer, or other utility or concession
          agreements escrows or bonds with respect to or affecting the
          Property which will burden the Property or Buyer after Settlement
          in any manner whatsoever, except for instruments of record.



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     (g)  To Seller's actual knowledge all roads abutting the Property are
          dedicated public roads and the deed to be delivered to Buyer at
          Settlement hereunder is the only instrument necessary to convey to
          Buyer (i) full access to and right to freely use such roads, and
          (ii) all rights appurtenant to the Property in such roads.

     (h)  To Seller's actual knowledge, the Property has not been registered
          or certified as "historic" by any local, state, or federal
          governmental entity or historic commission.

     (i)  Except as disclosed on the Survey, there are no wetlands
          restrictions or riparian rights affecting the Property and no
          portion of the Property is within the boundaries of the 100 year
          flood plain.

     (j)  Seller or the Easton Area Industrial Development, Inc. ("EAID"),
          holds fee simple title to the Property. Seller is a duly existing
          Delaware corporation and has the power and authority to enter in
          this Agreement and to consummate the transaction herein
          contemplated.

     (k)  No representation, statement, or warranty by Seller contained in
          this Agreement or in any exhibit attached hereto contains or will
          contain any untrue statements or omits or will omit a material
          fact necessary to make the statement of fact therein recited not
          misleading. If, after Seller's execution hereof, any event occurs
          or condition exists which renders any of the representations
          contained herein untrue or misleading in any material way, Seller
          shall promptly notify Buyer.

     (l)  No brokerage or leasing commissions or other compensation is or
          will be due or payable to any person, firm, corporation, or other
          entity with respect to or on account of any of the Leases or any
          extensions or renewals thereof, if any.

     (m)  Except to the extent of the space to be occupied by Seller in
          accordance with the Lease attached hereto as Exhibit "D", the
          Property will be delivered to Buyer vacant and except for the
          Lease contemplated by Section 24 of this Agreement there will be
          no leases or other agreements in place affecting the Property. No
          former tenant, licensee or other occupant under any prior leases
          or other agreements has, nor does any other party have, any right
          or option to acquire the Property or any portion thereof.

     (n)  Neither the execution and delivery of this Agreement, nor
          compliance with the terms and conditions of this Agreement by
          Seller, nor the consummation of the transaction contemplated
          herein, constitutes or will constitute a violation or breach of
          the articles of Incorporation or By-Laws of Seller, or of any
          agreement or other instrument to which it is a party, to which it
          is subject or by which it is bound.



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     (o)  The execution and delivery of this Agreement have been approved by
          the authorized officers of Seller and no further corporate action
          is required on the part of Seller to consummate the transaction
          contemplated hereby. The officers executing this Agreement on
          behalf of Seller have all requisite authority to execute this
          Agreement, and this Agreement, as executed is valid, legal, and
          binding upon Seller. There are no proceedings pending or
          threatened by or against Seller in bankruptcy, insolvency, or
          reorganization in any state or federal court.

6.   Representations and Warranties of Buyer. Buyer hereby represents
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     and warrants to, and covenants with Seller, as follows:

     (a)  Buyer is a New Jersey corporation, duly organized, validly
          existing and good standing under the laws of the State of New
          Jersey, is qualified to do business in Pennsylvania and has the
          authority to enter into and consummate its obligations under this
          Agreement.

     (b)  Buyer has the power and authority to enter into this Agreement,
          and the execution, delivery and performance of this Agreement have
          been duly authorized by Buyer.

     (c)  Neither its entering into this Agreement nor its consummation of
          the transactions contemplated hereby does or will violate any
          provision of Buyer's Articles of Incorporation or by-laws or any
          indenture, agreement or order by which Buyer is bound, or any
          rule, order or law applicable to Buyer.

7.   Conditions of Buyer's Obligations. The obligation of Buyer under this
     ---------------------------------
     Agreement to purchase the Property from Seller is subject to the
     satisfaction at Settlement of each of the following conditions (any one
     of which my be waived in whole or in part by Buyer at or prior to
     Settlement):

     (a)  All of the representations and warranties by Seller set forth in
          this Agreement shall be true and correct at and as of Settlement
          in all respects as though such representations and warranties were
          made at and as of Settlement, and Seller shall have performed,
          observed, and complied with all covenants, agreements, and
          conditions required by this Agreement to be performed on its part
          prior to or as of Settlement.

     (b)  Due Diligence Period.

             (i)    Buyer shall have a period from the Effective Date through
                    the date, which is sixty (60) days thereafter (the "Due
                    Diligence Period") to conduct due diligence investigations,
                    including but not limited to soils testing and analysis of
                    the Property and all information pertaining to the Property.
                    If Buyer, in its sole discretion, determines that it does
                    not desire



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<PAGE>


                    to acquire the Property, with or without reason,
                    and notifies Seller in writing by 5:00 p.m. on the last day
                    of the Due Diligence Period of its election to terminate,
                    this Agreement thereupon shall become void, the Deposit
                    shall be returned to Buyer with interest and there shall
                    be no further obligation or liability on either of the
                    parties hereto. If Buyer terminates this Agreement, Buyer
                    shall promptly return to Seller all copies and originals of
                    all due diligence reports obtained by Buyer and all copies
                    of reports and other information given to Buyer by Seller.
                    Buyer shall not be permitted to retain any copies of the
                    foregoing information unless otherwise approved by Seller.

             (ii)   Buyer acknowledges that all of Buyer's investigations and
                    testing of the Property are undertaken by Buyer at Buyer's
                    sole risk, cost and expense. Buyer shall indemnify, defend
                    and hold harmless the Seller from and against any claim,
                    loss, cost, liability, judgment settlement, damage or
                    expense, including, without limitation, reasonable
                    attorney's fees and legal costs, caused by Buyer or Buyer's
                    designees conducting any investigations or testing which
                    Buyer undertakes in connection with the Property. This
                    indemnification shall survive any termination or expiration
                    of this Agreement

     (c)  Within twenty (20) days after the Effective Date, Seller shall
          deliver to Buyer copies of all of the following documents
          currently in Seller's possession, if available:

             (i)   The latest as-built plans or surveys (the "Survey") of the
             Property prepared by a registered and licensed surveyor;

             (ii)  Copies of the floor plans of all buildings on the
             Property;

             (iii) Copies of all service contracts with respect to the
             Property;

             (iv)  Copies of the latest environmental reports with respect
             to the Property which are in Seller's possession; and

             (v)   Copies of the latest title commitment and title policy
             with respect to the Property, which are in Seller's
             possession.

     (d)  EAID Issues. Seller shall act in good faith to resolve any existing
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title issues concerning the Property with the EAID including, if necessary,
filing a corrective deed in the Recorder of Deeds Office in and for Northampton
County. Seller shall provide Buyer with weekly updates as to the status of this
resolution.



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<PAGE>


     (e)  At Settlement, Seller shall deliver or caused to be delivered to
Buyer duly executed originals of the following:

             (i)   A Special Warranty Deed duly executed and acknowledged by
             Seller and in proper form for recording (the "Deed");

             (ii)  A valid bill of sale for the Personal Property as listed
             on Exhibit "G";

             (iii) An assignment in form and substance mutually
             satisfactory to Seller and Buyer, duly executed by Seller,
             assigning to Buyer all of Seller's right, title, and interest
             in and to (A) any and all guaranties and warranties, if any,
             pertaining to the Property; and (B) any permits, licenses,
             plans authorizations, approvals relating to ownership,
             operation, or occupancy of the Property;

             (iv)  Originals or copies, if available, of the following
             instruments, all certified by Seller as true and correct to
             the best knowledge of Seller:

                   (A) All certificates of occupancy (and any required
                       governmental approvals in connection with the
                       transfer of the Property), licenses, plans,
                       permits, authorizations, and approvals required
                       by law and issued by all governmental authorities
                       having jurisdiction over the Property

                   (B) All building records in Seller's possession or control
                       with respect to the Property;

                   (C) Each bill of current real estate taxes, sewer charges and
                       assessments, water charges, and other utilities; and

                   (D) All assigned guarantees and warranties;

             (v)   Except for any keys required to access Seller's leased
             space in which event copies of keys will be provided to
             Buyer, all keys and combinations to locks at the Property,
             all plans, specifications, as-built drawings, surveys, site
             plans, equipment manual, technical data, and other
             documentation relating to the building systems, equipment,
             and any other personal property forming part of the Property
             or any portion thereof in possession of Seller or any
             property manager(s);

             (vi) An affidavit of title in favor of Buyer and Buyer's title
             insurer in the form used by such title insurance company;

             (vii) A letter from the Township or other local governing body
             confirming the present zoning of the Property and stating that
             there are on outstanding



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<PAGE>


             violations of laws, ordinances, or regulations issued against the
             Property, and otherwise in the form of Exhibit "E" attached hereto;

             (viii)Such other documents as reasonably may be required to
             consummate this transaction accordance with this Agreement.

         Unless all of the foregoing conditions contained in this Paragraph 7
are satisfied within the time period specified, or if no time period is
specified, prior to or at Settlement, Buyer, at its election, may, either (i)
extend the date for Settlement until such conditions are satisfied or (ii) waive
in writing the satisfaction of any such conditions, in which event this
Agreement shall be read as if such conditions no longer existed.

8.   Conditions of Seller's Obligations. The obligation of Seller under this
     ----------------------------------
     Agreement to convey title to the Property to Buyer is subject to the
     satisfaction at Settlement of each of the following conditions:

          (a) Delivery by Buyer of the Purchase Price;

          (b) Delivery of such other documents as reasonably may be required
          to consummate this transaction accordance with this Agreement.

          (c) The representations and warranties of Buyer in this Agreement
          shall be true and correct in all material respects as of
          Settlement and Buyer shall have performed all covenants and
          obligations required to be performed by Buyer under this
          Agreement.

9.   Possession. Except for the portion of the Property to be leased by Seller
     ----------
     pursuant to the provisions of Section 24 hereof, possession of the Property
     shall be given to Buyer at Settlement unoccupied and free of any liens.
     Prior to Settlement hereunder, Seller shall clean the Property of trash,
     debris, equipment (except equipment which Buyer and Seller agree shall
     remain on the Property, as listed on Exhibit "G" attached hereto and made a
     part hereof, vehicles, toxic waste, and billboards, whether on the surface
     or buried below.

10.  Apportionments; Taxes.
     ---------------------

     (a)  Real estate taxes, all utilities, operating expenses, and other
          apportionable income and expenses paid or payable by Seller shall
          be apportioned prorata on a per diem basis as of Settlement.
          Taxes, and additional rent paid on account thereof, shall be
          apportioned based on the fiscal year of the taxing authority.
          Seller shall cause any and all public utilities serving the
          Property to issue final bills to Seller on the basis of readings
          made as of Settlement, and all such bills shall be paid by Seller.

     (b)  All realty transfer taxes imposed on or in connection with this
          transactions shall be shared equally by Seller and Buyer.



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<PAGE>


11.  Condemnation. Seller covenants and warrants that Seller has not heretofore
     ------------
     received any notice of any condemnation proceeding or other proceeding in
     the nature of eminent domain in connection with the Property. If prior to
     Settlement any such proceeding is commenced or any change is made, or
     proposed to be made, to the current means of ingress and egress to the
     Property or the roads or driveways adjoining the Property, or to change
     such ingress or egress or to change the grade thereof, Seller agrees
     immediately to notify Buyer thereof. Buyer then shall have the right, at
     Buyer's option, to terminate this Agreement by giving written notice to
     Seller within thirty (30) days after receipt of such notice. If Buyer does
     not so terminate this agreement, Buyer shall proceed to Settlement
     hereunder as if no such proceeding had commenced and will pay Seller the
     full Purchase Price in accordance with this Agreement; Seller shall assign
     to Buyer all of its right, title, and interest in and to any compensation
     for such condemnation, Seller shall not negotiate or settle any claims for
     compensation prior to Settlement, and Buyer shall have the sole right (in
     the name of Buyer or Seller or both) to negotiate for, to agree to, and to
     contest all offers and awards.

12.  Default by Buyer. If Buyer, without the right to do so and in default of
     ----------------
     its obligation hereunder, fails to complete Settlement, the Deposit and all
     accrued interest shall be paid to Seller. Such payment of the Deposit and
     all accrued interest to Seller shall be deemed to be liquidated damages for
     Buyer's default and the receipt of same shall be Seller's exclusive and
     sole remedy, and Seller hereby waives any right to recover the balance of
     the Purchase Price, or any part thereof, and the right to pursue any other
     remedy permitted at Law or in equity against Buyer.

13.  Default by Seller.
     -----------------
     If Seller, without the right to do so and in default of its obligations
     hereunder, fails to complete Settlement, the Deposit and all accrued
     interest shall be returned to Buyer or Buyer may sue for specific
     performance.

14.  Risk of Loss. Seller shall bear the risk of all loss or damage to the
     ------------
     Property from all causes, except for losses or damages caused by Buyer's or
     Buyer's agents performing any due diligence on behalf of Buyer, negligence
     or willful misconduct until Settlement. Seller represents that it has, and
     will maintain pending Settlement, a policy of fire and extended coverage
     insurance in at least the full amount of the replacement cost of all
     buildings and improvements located on the Property. Seller will deliver to
     Buyer within fifteen (15) days after the Effective Date a certificate
     issued by such insurer evidencing that such policy is in effect, that it
     will not be canceled without at least ten (10) days' prior notice to Buyer.
     If at any time prior to Settlement any portion of the Property is destroyed
     or damaged as a result of fire or any other casualty whatsoever, Seller
     shall promptly give written notice thereof to Buyer and Buyer shall have
     the right (i) to terminate this Agreement by written notice to Seller,
     whereupon Escrow Agent shall return the Deposit (with any accrued interest)
     to Buyer, and thereafter this Agreement shall be void and neither party
     shall have any further rights or



                                       9
<PAGE>


     obligations hereunder; or (ii) to proceed with this Agreement and to
     notify Seller that, at Buyer's sole option, Seller either shall (A) use
     any available insurance proceeds to restore the Property prior to
     Settlement to its condition as of the Effective Date, and
     if there are any excess insurance proceeds after completion of such
     restoration, such proceeds shall be kept by Seller; or (B) in lieu of
     restoration, prior to Settlement, clear the site of debris and deposit all
     remaining insurance proceeds in escrow with Escrow Agent and such funds,
     together with interest thereon, shall be disbursed to Buyer at Settlement.
     All unpaid claims and rights in connection with any such losses shall be
     assigned to Buyer at Settlement without in any manner affecting the
     Purchase Price.

15.  Signs. Seller hereby consents to the placing of signs upon the Property by
     -----
     Buyer; provided, however, that such signs shall be in compliance with all
     zoning and other regulations governing the Property and the specifications
     for any such sign must first be submitted to Seller for its approval, which
     approval shall not be unreasonably withheld or delayed. If Settlement is
     not made hereunder, Buyer shall remove such signs at Buyer's expense and
     restore the Property to its condition existing prior to installation of the
     signs. The parties hereto agree that Seller's identification sign on the
     Property shall remain during the term of the lease as provided in Section
     24 hereof.


16.  Brokerage. Buyer represents and warrants to Seller and Seller represents
     ---------
     and warrants to Buyer that each dealt with no broker, agent, finder, or
     other intermediary in connection with this sale and purchase other than
     Gelcor GVA Worldwide for whose commission Seller shall be solely
     responsible if and when Settlement takes place out of the proceeds thereof
     and Beacon Commercial Real Estate for whose commission Buyer shall be
     solely responsible. The parties agree to indemnify, defend, and hold each
     other harmless from and against the claims of any and all brokers and other
     intermediaries claiming a commission through that party in connection with
     this sale.

17.  Operation of the Property Prior to Settlement. Prior to Settlement:
     ---------------------------------------------

     (a)  The Property shall be operated, managed, and maintained in a
          reasonable, professional, and prudent manner, and kept in
          reasonably good condition at all times, ordinary wear and tear
          excepted.

     (b)  At reasonable times following reasonable notice, Buyer, its
          accountants, architects, attorneys, engineers, contractors, and
          other representatives shall be afforded reasonable access to the
          Property to inspect, measure, appraise, test, and make surveys of
          the Property.

     (c)  Seller promptly shall notify Buyer of Seller's receipt of any
          notice from any party alleging that Seller is in default of its
          obligation under any permit or agreement affecting the Property,
          or any portion or portions thereof.



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<PAGE>


     (d)  No contract for or on behalf of or affecting the Property shall be
          negotiated or entered into which cannot be terminated by Seller
          prior to Settlement without charge, cost, penalty, or premium,
          without Buyer's prior consent.

     (e) Except with the prior written consent of Buyer, Seller shall not enter
         into any new leases for any portion of the Property; any new lease
         shall be on a form of lease supplied to Seller by Buyer. In the event
         Buyer approves any new leases, Seller shall deliver to Buyer an
         estoppel certificate from the tenant (s) and guarantor (s) thereunder
         as required hereunder for the leases and otherwise shall comply, as to
         such new leases and new guaranties, with the terms of this Agreement.
         Further, except with the prior written consent of Buyer, Seller shall
         not amend, extend, terminate, accept surrender of, or permit any
         assignments or subleases of, any of the leases nor accept any rental
         more than one (1) month in advance or accelerate the rent due to any
         tenant default under any of the leases.

18.  Notice. All notices, requests, and other communications under this
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     Agreement shall be in writing and shall be delivered (i) in person, (ii) by
     registered or certified mail, return receipt requested, or (iii) by
     recognized overnight delivery service providing positive tracking of items
     (for example, Federal Express), addressed as follows or at such other
     address of which Seller or Buyer shall have given notice as herein
     provided:

If intended for Seller:

Paragon Technologies, Inc.
600 Kuebler Road
Easton, PA  18040
Attention:  William R. Johnson
Telephone:  610-252-3205

with a copy to:

Pepper Hamilton, LLP
400 Berwyn Park
899 Cassatt Road
Berwyn, PA  19312
Attention:  Cuyler H. Walker, Esquire
Telephone:  610-640-7823


If intended for Buyer:

J.G. Petrucci Company, Inc.
171 Route 173, Suite 201
Asbury, NJ 08802



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Attention:  Gregory T. Rogerson, Esq.
Telephone: 908-730-6909

All such notices, requests, and other communications shall be deemed to have
been sufficiently given for all purposes hereof only upon receipt by the party
to whom which notice is sent. Notices by the parties may be given on their
behalf by their respective attorneys.

19.  AS-IS Condition of Property. Except as otherwise expressly provided in this
     ---------------------------
     Agreement or any documents to be delivered to Buyer at Settlement the
     Seller disclaims the making of any representations or warranties, express
     or implied, regarding the Property or matters affecting the Property,
     whether made by the Seller, on the Seller's behalf or otherwise, including,
     without limitation, the physical condition of the Property, title to or the
     boundaries of the Real Property, pest control matters, soil conditions, the
     presence, existence or absence of Hazardous Substances, hazardous wastes,
     toxic substances, or other environmental matters, compliance with
     environmental statues, building, health, safety, land use and zoning laws,
     regulations and orders, structural and other engineering characteristics,
     traffic patterns, market data, economic conditions or projections, and any
     other information pertaining to the Property. The Buyer acknowledges (a)
     that Buyer has entered into this Agreement with the intention of making and
     relying upon its own investigations or that of third parties selected by
     Buyer with respect to the physical, environmental, economic and legal
     condition of the Property, and (b) that the Buyer is not relying upon any
     statements, representation or warranties of any kind, other than those
     specifically set forth in this Agreement or in any document to be delivered
     to the Buyer at Settlement made (or purported to be made) by the Seller or
     any one acting or claiming to act on the Seller's behalf. The Buyer further
     acknowledges that it has not received from or on behalf of the Seller any
     accounting, tax, legal, architectural engineering, property management or
     other advice with respect to this transaction and is relying solely upon
     the advice of third party accounting, tax, legal, architectural
     engineering, property management and advisors of Buyer. Subject to the
     provisions of this Agreement, the Buyer shall purchase the Property in its
     "as is" condition and "with all faults" at Settlement.

20.  Further Assurance. After Settlement, at Buyer's sole cost and expense,
     -----------------
     Seller shall execute, acknowledge, and deliver, for no further
     consideration, all assignments, transfers, deeds, and other documents as
     Buyer may reasonably request to vest in Buyer and perfect Buyer's right,
     title, and interest in and to the Property.

21.  Environmental Representations, Warranties and Covenants. Except as set
     -------------------------------------------------------
     forth in Exhibit "F":



                                       12
<PAGE>


     (a)  The business of Seller is being conducted and has at
          all times prior to the date of Settlement been
          conducted in compliance with all applicable
          Environmental Laws. To Seller's actual knowledge and
          except as disclosed in the reports listed on Exhibit
          "F", Seller has not received any notice of any
          asserted violation of any Environmental Law, or any
          notice of any claim pursuant to the provisions of any
          Environmental Law, or any notice of any claim for
          contribution, trespass, nuisance, or damage or injury
          to persons, property or natural resources as a result
          of a release or threatened Release of a Hazardous
          Substance at, on or from the Property or any notice
          of any release of a Hazardous Substance which may
          effect the Property;

     (b)  To Seller's actual knowledge and except as disclosed
          in the reports listed on Exhibit "F", there are no
          defects or conditions existing at, on or beneath the
          Property which could have a material adverse effect
          on the Property or, to Seller's knowledge, could
          interfere with the Buyer's continued use of the
          Property and there are no conditions, at, on, under
          or related to, the Property which pose a hazard to
          human health or the environment;

     (c)  Seller has obtained and maintains in full force and
          effect, all permits, licenses and other
          authorizations required by law or issued pursuant to
          any Environmental Law for the operation of the
          business of Seller. Seller is in compliance with all
          of the terms and conditions of such permits, licenses
          and other authorizations, has not received any notice
          or other communication concerning any alleged
          violation of any such permits, licenses and other
          authorizations, and there are no capital expenses or
          increases in operating costs anticipated in order for
          Seller not to remain in compliance with any
          Environmental Law and such permits, licenses and
          other authorizations;

     (d)  There exists no writ, injunction, decree, order or
          judgment outstanding, nor any lawsuit, claim,
          proceeding, citation, directive, summons or
          investigation pending or threatened against Seller
          relating to (i) the occupation or use of the
          Property; (ii) any alleged violation of any
          Environmental Law, or (iii) the suspected presence,
          Release or threatened Release of any Hazardous
          Substance on, under, in or from the Property, nor, to
          the knowledge of Seller, does there exist any valid
          basis for any such lawsuit, claim, proceeding,
          citation, directive, summons or investigation;

     (e)  No above, at grade or underground tanks or other
          impoundments are now or have ever been located on or
          under the Property, except for such tanks which have
          been removed in compliance with Environmental Laws as
          set forth in Exhibit "F", and except as set forth on
          Exhibit "F", no Hazardous Substances are, or to
          Seller's actual knowledge ever been stored at or on



                                       13
<PAGE>


          the Property;

     (f)  All friable asbestos located on the Property has been
          properly repaired and sealed to prevent any emission
          of asbestos fibers into the ambient air;

     (g)  There is no PCB containing equipment or material
          located on the Property;

     (h)  Seller has not produced, treated, disposed of or
          Released any Hazardous Substance, arranged for the
          disposal or Release of any Hazardous Substance or
          exposed any employee or other individual to any
          Hazardous Substance.

     (i)  For the purposes of this Agreement:

             (i)      Environmental Law shall mean all federal, state and
                      -----------------
                      local laws, statutes, ordinances, regulations, rules,
                      judicial and administrative orders and decrees,
                      permits, licenses, approvals, authorizations and
                      similar requirements of all federal, state and local
                      governmental agencies or other governmental
                      authorities, pertaining to the protection of human
                      health and safety or the environment.

              (ii)    Hazardous Substance shall mean any substance which is: 1)
                      -------------------
                      defined as a hazardous substance, hazardous material,
                      hazardous waste, pollutant or contaminant under any
                      Environmental Law, (2) a petroleum hydrocarbon, including
                      crude oil or any fraction thereof, (3) hazardous, toxic,
                      corrosive, flammable, explosive, infectious, radioactive,
                      carcinogenic, or a reproductive toxicant, or (4) regulated
                      pursuant to any Environmental Law.

              (iii)   Release shall mean any spilling, leaking, pumping,
                      -------
                      pouring, emitting, emptying, discharging, injecting,
                      escaping, leaching, dumping or disposing into the
                      environment (including the abandonment or discharging of
                      barrels, containers and other closed receptacles
                      containing any Hazardous Substance), other than in
                      compliance with Environmental Law.

              (iv)    Property shall mean the real property located at 600
                      Kuebler Road, Easton, PA and all buildings and
                      improvements thereon.


                                       14
<PAGE>



22.  Environmental Indemnification. The Seller agrees to indemnify and hold
     -----------------------------
     harmless the Buyer and its directors, officers, employees, affiliates and
     assigns from and against any claims, losses, damages, liabilities and
     expenses (including reasonable legal expenses) which may be sustained,
     suffered or incurred by reason of or arising from:

     (a)  a material breach of any representation, warranty, covenant or
          agreement of Seller contained in this Agreement or any document or
          any certificate furnished pursuant to or in connection with this
          Agreement, or a claim by an unaffiliated third party that, without
          regard to the merits of the claim, would constitute such a breach;
          and, or

              (i)     the presence on, in under or having emanated from the
                      Property of any Hazardous Substance on or before
                      Settlement, any release or threatened release of any
                      Hazardous Substance generated by Seller or any person or
                      entity for whom Seller has legal liability, first
                      occurring on, under or from the Property prior to the
                      Settlement Date, or the use, generation, manufacturing,
                      production, handling, storage, transport, discharge,
                      disposal or arrangement for disposal of any Hazardous
                      Substance on or before Settlement irrespective of whether
                      any of such activities were undertaken in accordance with
                      Environmental Law or other applicable laws and
                      regulations, or

              (ii)    any offsite disposition of wastes or recyclable materials
                      generated by Seller prior to Settlement or any violation
                      of Environmental Law prior to Settlement.


23.  Miscellaneous.
     -------------

      (a) The captions in this Agreement are inserted for convenience of
          reference only and in no way define, describe, or limit the scope
          or intent of this Agreement or any of the provisions hereof.

      (b) Formal tender of an executed deed and purchase money is hereby
          waived.

      (c) Buyer shall have the right to cause Seller to convey the Property
          directly to Buyer's nominee provided that Buyer has fulfilled
          Buyer's obligations under this Agreement.

      (d) This Agreement shall be binding upon and shall inure to the
          benefit of the parties hereto and their respective heirs,
          executor, administrators, legal representatives, successors, and
          assigns.

      (e) This Agreement, including the exhibits attached hereto, contains
          the whole agreement as to the Property between Seller and Buyer,
          and there are no other terms, obligations, covenants,
          representations, statements, or conditions, oral or otherwise of
          any kind whatsoever concerning this sale and purchase. This
          Agreement shall not be altered, amended, changed, or



                                       15
<PAGE>


          modified except in writing executed by the parties hereto.

      (f) This Agreement shall be construed in accordance with the laws of
          the Commonwealth of Pennsylvania.

      (g) Both parties to this Agreement have participated fully and equally
          in the negotiation and preparation hereof, this Agreement shall
          not be more strictly construed, or any ambiguities within this
          Agreement resolved, against either party hereto.

24.  Lease Execution. This Agreement is conditioned on the execution of the
     Lease Agreement between Buyer as landlord and Seller as tenant attached
     hereto and incorporated herein on substantially the terms and conditions
     listed in the Letter of Intent, a copy of such provisions attached hereto
     as Exhibit "D" on or before the Settlement as defined herein. Settlement
     shall not occur until the Lease Agreement is fully executed.


         IN WITNESS WHEREOF, intending to be legally bound, the parties have
caused this Agreement to be duly executed, under seal, as of the day and year
first written above.

                                            SELLER:
                                            Paragon Technologies, Inc.


                                            By:     /s/ William R. Johnson
                                                    ----------------------------
                                            Name:   William R. Johnson
                                            Title:  President & CEO
                                            Witness:/s/ Ronald J. Semanick
                                                    ----------------------------

                                            BUYER:
                                            J.G. Petrucci Company, Inc.

                                            By:     /s/ James G. Petrucci
                                                    ----------------------------
                                            Name:   James G. Petrucci
                                            Title:  President
                                            Witness:/s/ Gregory T. Rogerson
                                                    ----------------------------















                                       16
<PAGE>



                                    Exhibit A

                          Legal Description of Property




              Copy of Legal Description of Property as prepared by
                     First American Title Insurance Company
















<PAGE>



                                    Exhibit B

                                Insurance Claims




               Copy of Police Accident Report and Repair Proposal
                      pertaining to damaged fire hydrant on
                               Company property.


















<PAGE>



                                    Exhibit C

                              Management Agreements

Except as provided in Schedule C-1, to the best of Seller's knowledge, there are
no existing Management Agreements.



                                  Schedule C-1
                                  ------------

                  Copy of Maintenance Agreement pertaining to
                             Snow Removal Services














<PAGE>



                                    Exhibit D

                                      Lease

      To be delivered after the execution of this Agreement incorporating the
terms as set forth in Schedule D-1 attached hereto.



                                  Schedule D-1


Lease-Back:    Paragon Technologies, Inc. shall sign a lease for 25,000 s/f of
               office space for five (5) years at $8.25 per s/f with three
               percent increases per annum (space shall be leased "as-is").

               Paragon Technologies, Inc. may break this lease at any time
               during the term of this lease to move to any of J.G. Petrucci
               Co., Inc.'s existing office buildings or build to suit land
               sites.

               Paragon Technologies, Inc. reserves the right to investigate
               other J.G. Petrucci Co. Inc.'s properties during the Due
               Diligence period for the purpose of exploring the
               possibility of exchanging Paragon's aforementioned lease
               commitment for its Easton, Pennsylvania facility with another
               J.G. Petrucci Co. Inc.'s property.

Expenses:      Tenant shall pay its pro-rata share of operating expenses on a
               monthly basis throughout the term of the Lease.

Security:      Tenant will post a letter of credit of $200,000 as security at
               the time of final execution of the Lease.

















<PAGE>



                                    Exhibit E


                               Zoning Regulations

To be provided by Buyer to Seller after execution of this Agreement but in no
event later than five (5) days after the beginning of the Due Diligence Period.























<PAGE>



                                    Exhibit F

                              Environmental Reports


1.   Phase 1 - Environmental Risk Assessment dated September 26, 2002 prepared
     by Barry Isett & Associates, Inc.

2.   Phase 1 - Environmental Risk Assessment dated August 30, 2001 prepared by
     Barry Isett & Associates, Inc.

3.   Phase 1 - Environmental Risk Assessment dated August 24, 1999 prepared by
     Barry Isett & Associates, Inc.

4.   Phase 1 - Product Distribution Equipment Closure Report dated October 21,
     1999 prepared by EMS Environmental, Inc.












<PAGE>


                                    Exhibit G

                                Personal Property


To be agreed to by Buyer and Seller after execution of this Agreement but in no
event later than five (5) days prior to Settlement.