FIFTH AMENDMENT TO
                              EMPLOYMENT AGREEMENT


                  This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the
6th day of March, 2002 by and between CHECKPOINT SYSTEMS, INC. ("CSI")
and MICHAEL E. SMITH ("Executive").

                  WHEREAS, CSI and Executive are parties to an Employment
Agreement dated July 1, 1995, as amended on July 1, 1997, March 25, 1999, 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 of March 1, 2002 and payable thru
March 31, 2003 shall be increased by One Hundred Fifty Thousand Dollars
($150,000.00) per annum to Six Hundred Thousand Dollars ($600,000.00) per annum.

                  3. Paragraph 3 of the Fourth Amendment to Employment Agreement
dated as of January 1, 2002 ("Fourth Amendment") shall be deleted in its
entirety, and the following provision 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 thirty (30)
         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 thirty (30) 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 thirty (30) 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 thirty (30) 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 Fourth
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 not inconsistent with this Fifth Amendment, the
Employment Agreement of July 1, 1995, 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:



- ---------------------------------           ----------------------------------
                                                    Michael E. Smith