FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


         This First Amendment to Employment Agreement is made as of this 4th day
of March, 2002, by and between Checkpoint Systems, Inc. ("CSI") and Xxxx Xxxxxx
("Executive").

         WHEREAS, CSI and Executive are parties to an Employment Agreement
dated March 20, 2001 ("Agreement"); and

         WHEREAS, the parties wish to amend such Agreement as set forth herein;

         NOW THEREFORE, in consideration of the premises and mutual promises and
covenants contained herein and intending to be legally bound thereby, the
parties agree as follows:

          1.   Article 1.  Employment and Term is hereby amended by changing the
               Executive's title to Executive Vice President.

          2.   Article 3.A  Compensation is hereby amended by changing the "Base
               Salary" to $250,000.

          3.   Article 5.  Termination is hereby amended by changing  Article 5C
               and 5E so that the twelve  (12) month  period  contained  therein
               shall now be read as eighteen (18) months.

          4.   All other terms of the Agreement shall remain the same.


         IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed as of the date first above written.

           CHECKPOINT SYSTEMS, INC.

         BY:  /s/ Xxxxxxx X. Xxxxx    BY:  /s/ Xxxx Xxxxxx, Jr.
              --------------------         --------------------
              President and Chief           Xxxx Xxxxxx
              Executive Officer