FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement is made as of the 1st day of July, 1997 by and between Checkpoint Systems, Inc. ("CSI") and William J. Reilly, Jr. ("Executive"). WHEREAS, CSI and Executive are...

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


          This First Amendment to Employment Agreement is made as of the 1st day
     of July, 1997 by and between Checkpoint  Systems,  Inc. ("CSI") and Xxxxxxx
     X. Xxxxxx, Xx. ("Executive").

          WHEREAS,  CSI and  Executive  are parties to an  Employment  Agreement
     dated July 1, 1995 ("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 Terms is hereby  extended  so that the
     expiration  date  shall be for a term of two (2)  years  beginning  July 1,
     1997.

          2. 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:  _______________________    BY: ______________________


____________________________    __________________________
                                 Xxxxxxx X. Xxxxxx, Xx.