THIRD AMENDMENT TO
                              EMPLOYMENT AGREEMENT


                  This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT is made as of
the 6th day of March, 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 and January 1, 2002
("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 March 31, 2003.

                  2. Section 3. Compensation, Subsection A. is hereby amended so
that the Base Salary payable effective as March 1, 2002 and payable thru March
31, 2003 shall be increased by Fifty Thousand Dollars ($50,000.00) per annum to
Three Hundred Fifty Thousand Dollars ($350,000.00) per annum.

                  3. Paragraph 3 of the Second Amendment to Employment Agreement
shall be deleted in its entirety, and the following provisions shall apply:

                  "The extension of the Term as provided in Section 1 above,
         shall not be considered as an "extension or new agreement" for purposes
         of determining Executive's entitlement to severance benefits as
         provided in Section 6.E. Therefore, should Executive's employment be
         terminated for any reason, with or without cause, including but not
         limited to a voluntary termination by Executive (excepting therefrom a
         voluntary termination by Executive prior to April 15, 2002), 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 February 28, 2002 (subject to
         increase as provided in the last sentence of this paragraph), payable
         on the date of termination, and continuation of health insurance
         benefits, life and disability insurance benefits and 401(K) benefits
         for the twenty-four (24) month period. If Executive voluntarily
         terminates his employment prior to April 15, 2002, 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 December 31, 2001 payable on the
         date of termination, and continuation of health insurance benefits,
         life and disability insurance benefits and 401(K) benefits for the
         twenty-four (24) month period. If Executive has not voluntarily
         terminated his employment prior to March 31, 2003, or if Executive is
         terminated without cause prior to March 31, 2003, Executive's monthly
         Base Salary, for purposes of calculating the severance payment provided
         in Section 6., as modified herein, shall be increased from his monthly
         Base Salary as of February 28, 2002 to his monthly Base Salary as of
         the date of termination."

                  4.  The provisions of Sections 4. and 5. of the Second
Amendment shall continue to apply.

                  5. The Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof, and cannot be changed or
terminated orally. To the extent they are not inconsistent with this Third
Amendment, the Employment Agreement of April 27, 2000, as amended prior to the
date hereof, is hereby ratified and confirmed. 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