SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT


                  This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made as of
the 1st day of January, 2002 by and between CHECKPOINT
SYSTEMS, INC. ("CSI") and W. CRAIG BURNS ("Executive").

                  WHEREAS, CSI and Executive are parties to an Employment
Agreement dated April 27, 2000, as amended on July 17, 2001 ("Agreement"); and

                  WHEREAS, CSI has determined it is in its best interests to
modify the Agreement by amending the term of employment, as well as to provide
various other incentives as described herein in order to encourage the Executive
to continue with his employment as indicated herein;

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

                  1.  Section 1.  Employment and Term is hereby amended so that
the expiration date of the term shall be extended until April 15, 2002.

                  2.  Section 3. Compensation, Subsection A. is hereby amended
so that the Base Salary payable effective as of the date hereof and payable
thru April 15, 2002 shall be increased by Fifty Thousand Dollars ($50,000.00)
per annum to Three Hundred Thousand Dollars ($300,000.00) per annum.

                  3. The extension of the Term as provided in Section 1 above,
shall not be considered as an "extension or new agreement" solely for purposes
of determining Executive's entitlement to severance benefits as provided in
Section 6.E. Therefore, Executive shall be entitled to receive severance pay for
a period of twenty four (24) months consisting of the payment of one hundred
percent (100%) of Executive's monthly Base Salary as of the date hereof, payable
on the date of termination, and continuation of health insurance benefits, life
and disability insurance benefits and 401(K) benefits contemporaneous with the
severance pay. Payment shall be made, regardless of the reason for termination,
in recognition of the agreement of the parties that the severance payment has
been earned effective as of January 1, 2002; regardless of this Amendment
providing for an extension of the Term. If Executive voluntarily terminates his
employment prior to April 15, 2002, Executive's monthly Base Salary, for
purposes of calculating the severance payment provided in Section 6.E., shall be
reduced from his current monthly Base Salary to his monthly Base Salary as of
December 31, 2001.

                  4. As an incentive bonus, Executive shall be paid the sum of
One Hundred Fifty Thousand Dollars ($150,000.00), due and payable on
April 15, 2002, provided only that Executive has not voluntarily terminated his
employment prior to April 15, 2002.

                  5.  If Executive has not voluntarily terminated his
employment prior to April 15, 2002:

                 (a) all CSI stock options held by Executive that have
an exercise price of $15.50 per share or less and would not
otherwise be vested as of April 15, 2002 shall be vested as of
April 15, 2002; and

                 (b) all vested CSI stock options held by Executive
shall remain exercisable for a period 180 days following his
termination of employment.

                  6. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof, and cannot be changed or
terminated orally. This Agreement supersedes all prior and contemporaneous
written or oral agreements between the parties relating to the subject matter
hereof. No modification or waiver of any of the provisions hereof shall be
effective unless in writing and signed by the party against whom it is sought to
be enforced.

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed on the date first above written.

ATTEST:                                     CHECKPOINT SYSTEMS, INC.



________________________________            By:_____________________________



WITNESS:



---------------------------------           ----------------------------------
                                               W. Craig Burns