PARAGON TECHNOLOGIES INC
EX-10.23
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-23.txt
<DESCRIPTION>EX-10.23
<TEXT>
                                                                   Exhibit 10.23
                                                                   -------------


                           PARAGON TECHNOLOGIES, INC.

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


                  THIS AMENDED AND RESTATED EXECUTIVE  EMPLOYMENT  AGREEMENT is
made as of the 28th day of August,  2002 by and between Leon C.  Kirschner,  a
resident of Grand Rapids,  Michigan  (the  "Employee"),  and Paragon
Technologies,  Inc.  (formerly SI Handling Systems, Inc.), a corporation
organized and existing under the laws of the Commonwealth of Pennsylvania (the
"Company").

                  WHEREAS, the Company is engaged in the business of designing,
selling, installing and servicing technologies and integrated automated material
handling systems for industrial, warehousing and distribution customers (the
"Business").

                  WHEREAS, the Company and the Employee are parties to that
certain Executive Employment Agreement made as of the 7th day of August, 1999
(the "Original Agreement).

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

                  NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, and intending to be legally bound, the parties,
subject to the terms and conditions set forth herein, agree as follows:

        1.      Employment and Term. The Company hereby employs the Employee and
                -------------------
the Employee hereby accepts employment with the Company, as an at will employee,
for a period  commencing  on  October  1, 2002  (the  "Commencement  Date")  and
continuing  until the  termination  of this  Agreement  in  accordance  with the
provisions of Section 7 hereof (the "Term"),  to hold the office of President of
Ermanco  during  the Term from and after the  Commencement  Date  (such  office,
referred to herein as the "Position").

        2.      Duties. During the Term, the Employee shall serve the Company
                ------
faithfully  and to the best of his  ability  and  shall  devote  his full  time,
attention,  skill and efforts to the  performance  of the duties  required by or
appropriate  for the  Position.  Subject to the  oversight of the  President and
Chief   Executive   Officer,   the   Employee   shall   have  such   duties  and
responsibilities  as may be assigned  to him from time to time by the  President
and Chief  Executive  Officer.  The Employee  shall report to the  President and
Chief   Executive   Officer.   The  Employee   shall   perform  his  duties  and
responsibilities  hereunder at the  Company's  facility  located in Spring Lake,
Michigan  or at such other  location in Western  Michigan as may be  established
from time to time by the President and Chief Executive Officer.

        3.      Compensation. The Company shall pay the Employee, and the
                ------------
Employee  hereby  agrees to  accept,  as  compensation  for all  services  to be
rendered to the Company and 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 weekly rate of Five  Thousand  Two
Hundred  Thirty-Seven  Dollars  ($5,237) (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


<PAGE>


accordance with the Company's normal payroll  practices for its executive
employees from time to time in effect.

                3.2     Bonus. The Employee shall be eligible to participate in
                        -----
the  Company's  Officer  Incentive  Plan in effect for a particular  fiscal year
which is based on the  achievement  of  earnings  targets  and  other  financial
targets as defined for such fiscal year.

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

                        (a)     Incentive Stock Options. The Employee may be
                                -----------------------
granted "Incentive Stock Options" (as such term is defined in the Company's 1997
Equity Compensation Plan, as amended from time to time (the "Equity Compensation
Plan")) to purchase shares of Common Stock under and subject to the terms of the
Equity  Compensation  Plan,  which shall vest at a rate of twenty  five  percent
(25%) per year on each of the first four (4)  anniversaries  of the Grant  Date;
provided  that as an  express  condition  of  receipt  of such  Incentive  Stock
Options, the Employee shall enter into and agree to be bound by the terms of the
standard "Grant Instrument" (as such term is defined in the Equity  Compensation
Plan)  applicable  to the issuance of Incentive  Stock  Options under the Equity
Compensation Plan.

                        (b)     Vesting. In the event of a "Change of Control"
                                -------
(as such term is defined in the Equity Compensation Plan), all rights to acquire
Common  Stock  pursuant to the Grant of  Incentive  Stock  Options  described in
Section  3.3(a)  hereof shall fully  accelerate  and be  immediately  vested and
exercisable;  provided  that, in the event such  acceleration  and vesting would
make the Change of  Control  ineligible  for  pooling  of  interests  accounting
treatment,  in lieu of such  acceleration and vesting,  the Company shall make a
payment to the Employee in an amount equal to the benefit that would have inured
to the  Employee if such  acceleration  and vesting had occurred so long as such
payment would not make the Change of Control ineligible for pooling of interests
accounting  treatment  or  otherwise  impose  adverse  tax  consequences  on the
Company.  In no event shall any right to acquire  Common  Stock  pursuant to the
Grant  Incentive  Stock Options  described in Section 3.3(a) hereof vest upon or
following the termination of the Employee's employment with the Company,  except
as  provided  in the Equity  Compensation  Plan (as  amended  from time to time,
including,  without limitation,  with respect to the vesting of restricted stock
or incentive stock options in event of the death or disability of an employee of
the Company) or the applicable Grant Instrument.

                3.4     Annual Compensation Review. The President and Chief
                        --------------------------
Executive Officer shall review the Employee's compensation annually which review
shall include, without limitation,  an evaluation of the Employee's contribution
to the Company's  annual  financial  performance,  including  pre-tax  earnings,
effective management of the Company's operations, and backlog adequacy.

                3.5     Fringe Benefits. During the Term, the Employee shall be
                        ---------------
entitled to participate in standard management benefits programs of the Company,
including,  without  limitation,  the Company's standard program with respect to
automobile  benefits,  as amended from time to time (the  "Benefits").  Employee
shall be entitled to four (4) weeks paid vacation per year.

                3.6     Reimbursement of Expenses. During the course of
                        -------------------------
employment,  the  Employee  shall be  reimbursed  for items of travel,  food and
lodging and miscellaneous  expenses  reasonably incurred by him on behalf of the
Company,  provided that such expenses are incurred,  documented and submitted to
the Company, all in accordance with the reimbursement policies of the Company as
in effect from time to time.


        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


                                       2
<PAGE>


of the Company,  for any reason  either  directly or  indirectly  divulge to any
third-party  or use for his own  benefit,  or for any  purpose  other  than  the
exclusive benefit of the Company,  any confidential,  proprietary,  business and
technical  information  or trade secrets of the Company or of any  subsidiary or
affiliate of the Company (the "Proprietary  Information") revealed,  obtained or
developed  in the  course  of  his  employment  with  the  Company.  Proprietary
Information shall include,  but shall not be limited to the intangible  personal
property   described  in  Section  5(b)  hereof  and,  in  addition,   technical
information,  including  research  design,  results,  techniques  and processes;
apparatus and equipment  design;  and computer  software;  technical  management
information,  including  project  proposals,  research  plans,  status  reports,
performance  objectives  and  criteria,  and  analyses  of  areas  for  business
development; and business information,  including project, financial, accounting
and personnel information,  business strategies,  plans and forecasts,  customer
lists, customer information and sales and marketing plans, efforts,  information
and data. In addition,  "Proprietary  Information" shall include all information
and materials received by the Company or the Employee from a third party subject
to an obligation of  confidentiality  and/or  non-disclosure.  Nothing contained
herein shall restrict the Employee's ability to make such disclosures during the
course of the employment as may be necessary or appropriate to the effective and
efficient discharge of the duties required by or appropriate for the Position or
as such  disclosures may be required by law or by a governmental  body or court.
Furthermore, nothing contained herein shall restrict the Employee from divulging
or  using  for  his  own  benefit  or for  any  other  purpose  any  Proprietary
Information  that is readily  available  to the  general  public so long as such
information  did not  become  available  to the  general  public  as a direct or
indirect  result of the  Employee's  breach of this  Section  4.  Failure by the
Company  to  mark  any  of  the  Proprietary   Information  as  confidential  or
proprietary  shall not affect its status as  Proprietary  Information  under the
terms of this Agreement.

        5.      Property.
                --------

                (a)     All right, title and interest in and to Proprietary
Information shall be and remain the sole and exclusive  property of the Company.
During the Term,  the Employee  shall not remove from the  Company's  offices or
premises any documents,  records,  notebooks,  files,  correspondence,  reports,
memoranda or similar  materials of or  containing  Proprietary  Information,  or
other  materials  or  property  of any kind  belonging  to the  Company,  unless
necessary or  appropriate  in  accordance  with the duties and  responsibilities
required  by or  appropriate  for the  Position  and,  in the  event  that  such
materials  or property are removed,  all of the  foregoing  shall be returned to
their proper files or places of  safekeeping  as promptly as possible  after the
removal shall serve its specific purpose.  The Employee shall not make,  retain,
remove  and/or  distribute  any  copies of any of the  foregoing  for any reason
whatsoever,  except as may be necessary in the discharge of the assigned  duties
and shall not divulge to any third  person the nature of and/or  contents of any
of the  foregoing  or of any other oral or written  information  to which he may
have  access or with  which for any  reason he may  become  familiar,  except as
disclosure  shall be necessary in the  performance  of the duties;  and upon the
termination of his employment  with the Company,  he shall return to the Company
all originals and copies of the  foregoing  then in his  possession or under his
control, whether prepared by the Employee or by others.

                (b)     (i)     The Employee acknowledges that all right, title
and interest in and to any and all writings, documents, inventions, discoveries,
ideas, developments,  information, computer programs or instructions (whether in
source code,  object  code,  or any other form),  algorithms,  formulae,  plans,
memoranda,   tests,   research,   designs,   innovations,   systems,   analyses,
specifications,  models, data, diagrams, flow charts, and/or techniques (whether
patentable or non-patentable or whether reduced to written or electronic form or
otherwise)  relating to the Business or any other  business in which the Company
or any of the 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


                                       3
<PAGE>


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, as
engaged in by the Company at the time enforcement of this provision is sought;

                        (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,  as engaged in by the Company at
the  time  enforcement  of  this  provision  is  sought,   (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, as engaged in by
the Company at the time  enforcement of this  provision is sought,  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


                                       4
<PAGE>


                        (e)     make any agreement or 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  two  (2)  year  period
immediately preceding the termination of the Employee's employment hereunder.

                  The Employee acknowledges that he has carefully read and
considered the provisions of this Section 6. The Employee acknowledges that the
foregoing restrictions may limit his ability to earn a livelihood in a business
similar to the Business, but he nevertheless believes that he has received and
will receive sufficient consideration and other benefits in connection with the
payment by the Company of the compensation set forth in Sections 3 and 7 hereof
to justify such restrictions, which restrictions the Employee does not believe
would prevent him from earning a living in businesses that are not competitive
with the Business and without otherwise violating the restrictions set forth
herein.

        7.      Termination. Upon termination of the Employee's employment
                -----------
hereunder, the Employee shall be entitled only to such compensation and benefits
as described in this Section 7.

                7.1     Termination by the Company Without Cause.
                        ----------------------------------------

                        (a)     Notwithstanding anything to the contrary set
forth  herein,  the Company  shall have the right to  terminate  the  Employee's
employment  hereunder  at any time,  for any  reason or for no  reason,  without
cause,  effective upon the date designated by the Company upon written notice to
the Employee.

                        (b)     In the event of a termination of the Employee's
employment  hereunder  (A)  pursuant  to  Section  7.1(a)  hereof  prior  to the
Expiration  Date or (B) pursuant to a  Constructive  Termination  (as defined in
Section  7.4(b)  hereof),  the Employee shall be entitled to receive all accrued
but  unpaid  (as of the  effective  date of  such  termination)  Salary  and the
severance  payments in the manner set forth in Section 7.1(c)  hereof;  provided
that the Employee has complied with all of his obligations  under this Agreement
and continues to comply with all of his surviving  obligations  hereunder listed
in Section 9 hereof.  Except as specifically  set forth in this Section 7.1, all
Salary  and  Benefits  shall  cease at the time of such  termination,  except as
required under applicable law and the Company shall have no further liability or
obligation hereunder by reason of or subsequent to such termination.

                        (c)     In the event of the termination of the
Employee's  employment  hereunder (A) pursuant to Section 7.1(a) hereof prior to
the Expiration  Date, or (B) pursuant to a Constructive  Termination (as defined
in Section 7.4(b) hereof), the Employee shall be entitled, as severance pay, for
a period of one year  following  effective date of  termination,  to continue to
receive,  his Salary and (to the extent permitted by the terms of the applicable
insurance policy then in effect) health insurance coverage, each as in effect as
of the effective date of termination,  provided that if the continuation of such
health  insurance  coverage is not  permitted by the terms of such  policy,  the
Company  shall  reimburse  the  Employee  in an amount  equal to the cost to the
Employee of purchasing  such health  insurance  coverage  under COBRA (29 U.S.C.
ss.ss.  1161-1169)  for a  period  of  one  year  following  effective  date  of
termination.

                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:


                                       5
<PAGE>


                                (i)     any material breach by the Employee of
any material obligations under this Agreement, which breach has not been cured
within thirty (30) days of written notice by the Company to the Employee;

                                (ii)    conduct of the Employee involving
disloyalty  to the Company or willful  misconduct  with  respect to the Company,
including without limitation fraud, embezzlement,  theft or proven dishonesty in
the course of the employment, which conduct or willful misconduct, if capable of
cure,  has not been  cured  within  thirty  (30) days of  written  notice by the
Company to the Employee; or

                                (iii)   conviction of a felony or other criminal
act,  provided  that in the case of such  other  criminal  act the  Employee  is
sentenced to a term of more than one (1) year in prison.

                        (b)     In the event of a termination of the Employee's
employment  hereunder  pursuant to Section 7.2(a) hereof,  the Employee shall be
entitled to receive all  accrued  but unpaid (as of the  effective  date of such
termination)  Salary and such other  benefits  as are  normally  provided by the
Company upon the death of an employee;  provided  that the Employee has complied
with all of his obligations under this Agreement.  All Salary and Benefits shall
cease at the time of such termination, subject to the requirements of applicable
law,  and,  except as  specifically  set forth in this  Section 7.2, the Company
shall  have no  further  liability  or  obligation  hereunder  by  reason  of or
subsequent to such termination.


                7.3     Termination by the Employee.
                        ---------------------------

                        (a)     Voluntary Termination. Notwithstanding anything
                                ---------------------
to the contrary set forth herein, the Employee shall have the right to terminate
the Employee's employment hereunder at any time, for any reason or for no reason
by giving the Company  written notice of such  termination no less than 180 days
prior to the  effective  date of such  termination  as set forth in such written
notice  (the  "Voluntary  Termination  Date").  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  (through the  Voluntary  Termination
Date)  Salary;  provided  that  the  Employee  has  complied  with  all  of  his
obligations  under this  Agreement;  and further  provided that, upon receipt of
such written notice of termination from the Employee, the Company shall have the
right to accelerate the effective date of the Employee's termination to any date
prior to Voluntary  Termination Date, in which event the Employee shall continue
to be  entitled to receive his Salary and  Benefits  for the period  through and
including the Voluntary  Termination  Date.  Except as specifically set forth in
this Section 7.3(a) or as provided by applicable  law, the Company shall have no
further  liability or  obligation to the Employee for  compensation  or benefits
hereunder by reason of or subsequent to such termination.

                        (b)     Termination by Death. In the event that the
                                --------------------
Employee dies during the Term,  the  Employee's  employment  hereunder  shall be
terminated thereby and the Company shall pay to the Employee's executors,  legal
representatives  or administrators an amount equal to all accrued and unpaid (as
of the  date of  death)  Salary  and any such  other  benefits  as are  normally
provided  by the  Company  upon the  death  of an  employee;  provided  that the
Employee has complied with all of his obligations  under this Agreement.  Except
as  specifically  set forth in this Section  7.3(b) or as provided by applicable
law, the Company shall have no further liability or obligation  hereunder to the
Employee's executors, legal representatives, administrators, heirs or assigns or
any other person claiming under or through him by reason of or subsequent to the
Employee's death.

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

                        (a)     During the one (1) year period following a
Change of Control, in the event of the termination of the Employee's  employment
hereunder  pursuant to a Constructive


                                       6
<PAGE>


Termination (as defined in Section 7.4(b) hereof),  in lieu of the severance pay
described in Section 7.1(c) hereof, the Employee shall be entitled, as severance
pay, to (A) continue to receive his Salary for a period of eighteen (18) months,
subject to all applicable Taxes, calculated on the basis of the Salary in effect
on the date of  termination  and paid in the same manner as Salary was then paid
hereunder  and (B)  receive a lump sum  payment  in an  amount  equal to one and
one-half  times the  average of the Bonus paid to the  Employee  for the two (2)
fiscal years  preceding  the year in which the  termination  becomes  effective,
subject to all applicable  Taxes,  which lump sum amount shall be payable to the
Employee within thirty (30) days following the date of termination.

                        (b)     For purposes of this Section 7.4, "Constructive
Termination" shall mean the termination of the Employee's  employment  hereunder
by the Employee within one year of a Change of Control as a result of any of the
following: (i) the Employee is demoted; (ii) the Employee's duties hereunder are
materially altered;  (iii) the Salary is reduced; or (iv) the Employee's primary
work  location  is  changed  to a  location  other  than a  location  in Western
Michigan.

        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
Employee shall not make any assignment of this Agreement or any interest herein,
by  operation  of law or  otherwise,  without the prior  written  consent of the
Company.

        11.     Notice. Any notice hereunder by either party shall be given by
                ------
personal  delivery or by sending such notice by certified  mail,  return-receipt
requested,  or telecopied,  addressed or telecopied,  as the case may be, to the
other party at its address set forth below or at such other  address  designated
by notice in the manner provided in this section. Such notice shall be deemed to
have been received upon the date of actual delivery if personally  delivered or,
in the case of mailing,  two (2) days after deposit with the U.S.  mail,  or, in
the case of facsimile  transmission,  when  confirmed by the  facsimile  machine
report.

                        (a)     if to the Company, to:


                                       7
<PAGE>


                                        Paragon Technologies, 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

                        (b) if to the Employee, to:

                                        Leon C. Kirschner
                                        4855 N. Quail Crest Dr.
                                        Grand Rapids, MI 49546
                                        Telecopier: 616-954-9663

                                        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.

        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


                                       8
<PAGE>


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  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.


                                       9
<PAGE>


        20.     Counterparts. This Agreement may be executed in one or more
                ------------
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall be deemed to be one and the same instrument.


                          [one signature page follows]




















                                       10
<PAGE>


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



                           PARAGON TECHNOLOGIES, INC.




                           By: /s/ William R. Johnson
                               -------------------------------------------------
                               William R. Johnson
                               President and Chief Executive Officer




                               /s/ Leon C. Kirschner
                               -------------------------------------------------
                               Leon C. Kirschner

</TEXT>
</DOCUMENT>
