EMPLOYMENT AGREEMENT
                                    BETWEEN
                                   PER LEVIN
                                      AND
                            CHECKPOINT SYSTEMS, INC.


THIS AGREEMENT is made as of July, 19, 2001, by and between CHECKPOINT SYSTEMS,
INC. a Pennsylvania corporation ("CSI"), and PER LEVIN ("Executive").

                                   BACKGROUND

CSI is involved in providing integrated security and safety and identification
solutions for retail, industrial and institutional applications world-wide, both
directly and through its affiliates.

Executive has agreed to accept employment with CSI as its Vice President and
General Manager-Europe and has agreed to furnish his skills to CSI and fulfill
the duties of the aforementioned position as outlined in Exhibit "A". attached
hereto and made a part hereof, on the terms and conditions of this Agreement.

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

1.    Employment and Term

         CSI hereby employs Executive as its Vice President and General
         Manager-Europe. Executive agrees to serve CSI in such capacity, subject
         to the terms and conditions of this Agreement, for a term of two (2)
         calendar years, commencing on the date hereof (the "Term"). The
         Executive's period of continuous employment will begin on February 1,
         1995.

2.    Duties

     A.   During the Term,  Executive  shall use his best efforts to perform all
          duties  required in furtherance of his position as outlined in Exhibit
          "A" or as are assigned to him from time to time by the Chief Operating
          Officer of CSI.

     B.   Executive  shall  diligently  and  faithfully  devote his entire time,
          energy,  skill,  and best  efforts  to perform  his duties  under this
          Agreement.  Executive  shall  conduct  himself  at all  times so as to
          advance the best  interests of CSI, and shall not  undertake or engage
          in any  other  business  activity  or  continue  or  assume  any other
          business affiliations which conflict or interfere with the performance
          of his services  hereunder  without the prior  written  consent of the
          Chief Executive Officer of CSI.

3.       Compensation

         CSI shall pay Executive and Executive shall accept, as his base
         compensation for all services rendered to CSI pursuant hereto:


     A.   During the Term,  an annual  base  salary of  $237,500  USD (the "Base
          Salary"),  payable at regular  monthly  intervals in  accordance  with
          CSI's normal payroll practice,  which Base Salary shall be adjusted as
          of January lst during the Term hereof,  effective as of the  aforesaid
          date.  The amount of such  adjustment,  while in the discretion of the
          Chief Executive Officer shall reflect Executive's performance; and

     B.   In addition to the Base Salary payable to Executive  under  Subsection
          3A above,  upon  achieving the certain goals and objectives as defined
          in CSI's Bonus Plan,  attached hereto as Exhibit B, an incentive bonus
          "Bonus")  (up to 30% max)  shall be paid for each  year of the Term in
          accordance  with the terms of said Bonus  Plan,  which Bonus Pool Plan
          may be amended by CSI at any time  during the term hereof For the year
          2001 only, you will receive a guaranteed  minimum bonus of $30,000 USD
          under the terms of the Plan payable on or about the  earnings  release
          date for the year 2001 results.

     C.   In addition to the standard bonus in (B) above,  an incremental  bonus
          based  upon  exceeding   quarterly  cash  flow  and  operating  income
          objectives (as set by the Company) will be payable to Executive. There
          is no cap on this aspect of the bonus.  This payment  shall be payable
          on a quarterly basis. Details of the 2001 Bonus Scheme is attached and
          is controlling as to targets and payments.

     D.   You will be paid a housing  allowance  of $15,000  USD  payable on the
          commencement of employment.

     E.   The Company will make a $35,000 USD  contribution to your pension plan
          for each full year you are in this position.  This shall be payable on
          a monthly basis.

4.       Fringe Benefits and Other Compensation

     A.   During the Term,  Executive  shall be entitled to  participate  in and
          receive the program of fringe benefits  applicable to all employees of
          CSI, subject only to Executive's meeting or satisfying the eligibility
          requirements  and standards  therefor with regard to health,  life and
          disability insurance benefits.  Said program of fringe benefits may be
          amended or revoked by CSI at any time during the term hereof

     B.   CSI shall  reimburse to Executive  all  reasonable  business  expenses
          properly incurred and defrayed by him in the course of employment with
          CSI.

     C.   The Executive shall be entitled to receive his normal compensation for
          all Bank and Public  Holidays  observed  in  England  and a further 30
          working days vacation in each calendar year.

5.       Termination

     A.   Executive's  employment  and rights to  compensation  hereunder  shall
          terminate  immediately if Executive  voluntarily leaves the employment
          of CSI without  giving the notice set out in this  Section 5A,  except
          that CSI shall have the  obligation to pay  Executive  such portion of
          his Base Salary provided for in Subsection 3A hereof as may be accrued
          but unpaid (including vacation pay) on the date Executive  voluntarily
          leaves the employment of CSI. Executive shall have no right to receive
          any Bonus  payments  that have  accrued and are  payable if  Executive
          voluntarily leaves the employment of CSI without giving the notice set
          out in this Section 5A, it being the understanding of the parties that
          in this event, the amount and payment of any accrued Bonus shall be in
          the sole  discretion  of the Board of  Directors  of CSI. In the event
          that  Executive  voluntarily  leaves the  employment  of CSI, he shall
          provide at least thirty (30) days written notice.


     B.   CSI may upon written notice to Executive  giving the reasons  therefor
          terminate  Executive's  employment  and  his  rights  to  compensation
          hereunder  for cause.  As used herein,  the term "cause" shall include
          and be limited to, the  following:  conviction  of  Executive  for any
          indictable   offence   (excluding   motoring   offences),   fraud   or
          embezzlement or crime of moral turpitude; being held liable by a court
          of  competent  jurisdiction  for sexual  harassment  in  violation  of
          applicable local laws; controlled substance abuse,  alcoholism or drug
          addiction    which    interferes    with   or   affects    Executive's
          responsibilities   to  CSI  or  which  reflects  negatively  upon  the
          integrity or  reputation of CSI; or  Executive's  breach of any of the
          material  covenants  contained in this  Agreement  which breach is not
          cured within ten (10) days of the receipt of written notice thereof by
          Executive.  If Executive is  terminated  for cause as provided  above,
          Executive's  employment  and rights to  compensation  hereunder  shall
          terminate  immediately  upon receipt of written notice except that CSI
          shall have the  obligation to pay  Executive  such portion of his Base
          Salary  and  vacation  as may be  accrued  but  unpaid on the date his
          employment is terminated.

     C.   If Executive is terminated by CSI during the Term hereof,  for reasons
          other than those  provided in  Subsections  above,  and provided  that
          Executive is not in violation of the  provisions  of Section 6 hereof,
          Executive  shall be entitled to receive  severance pay for a period of
          eighteen  (18)  months,  and,  up  to an  additional  six  (6)  months
          severance  pay,  (provided the  Executive is not employed  during each
          month of the six month period  thereafter).  The  severance  pay shall
          consist  of  payment  of one  hundred  percent  (100%) of  Executive's
          monthly Base Salary payable at regular monthly intervals in accordance
          with CSI's normal  payroll  practices,  as well as any bonus  payments
          that are accrued and payable through the date of such termination, and
          continuation of health  insurance  benefits  contemporaneous  with the
          severance pay.

     D.   Executive  shall  not be  considered  to  have  voluntarily  left  his
          employment within the meaning of
                  Section 5A if he leaves for any of the following reasons:


     (i)  The   assignment  of  the   Executive  to  any  duties   substantially
          inconsistent  with his position,  duties,  responsibilities  or status
          with CSI as defined herein or a substantial reduction of the aforesaid
          duties, responsibilities or compensation;

     (ii) In the event of a "Change in Control" as defined  herein,  any failure
          of CSI to obtain the  assumption  of the  obligation  to perform  this
          Agreement as contemplated.  For purposes of this Agreement,  a "Change
          in Control" of CSI shall be deemed to have  occurred if (a) any person
          or entity or group thereof acting in concert (an "Acquiror")  acquires
          from  the   shareholders   of  CSI  (whether   through  a  merger,   a
          consolidation,  or otherwise) and  possesses,  directly or indirectly,
          the power to elect or appoint or approve the appointment of a majority
          of the Board of  Directors  and does,  in fact,  elect or  appoint  or
          approve the  appointment  of the  majority  of the Board;  or (b) such
          Acquiror  obtains  the  right  or  power  to  elect  a  substitute  or
          replacement Board, and does, in fact,  exercise such right; or (c) the
          shareholders  of CSI approve an agreement for the sale or  disposition
          by CSI of all or substantially all of CSI's assets to an Acquiror;
     E.   No  later  than  six (6)  months  prior to the end of the Term of this
          Agreement, CSI and Executive shall commence negotiations for either an
          extension  of Term or the  entering  into of a new  agreement.  In the
          event that the  parties are unable to agree upon an  extension  or new
          agreement,  and Executive leaves the employ of CSI, Executive shall be
          entitled to receive  severance pay equal to his Base Salary at the end
          of the Term,  for a period of one (1) year from the date he leaves the
          employ of CSI. If Executive is employed for a full  calendar year from
          the date hereof,  and employment is terminated  for any reason,  other
          than cause as defined in Section  5B,  Executive  shall be entitled to
          receive  payment from the Bonus Plan,  even if such payment is payable
          after Executive's employment has ceased.

     F.   If Executive is terminated by CSI during the Term hereof,  for reasons
          other than those provided in  Subsections  5A or 5B above,  or if this
          Agreement is not renewed,  CSI shall  provide  Executive  outplacement
          consulting  services  comparable  to those  received by  management of
          similar organizations.

     G.   If Executive  becomes  unable to perform his duties  hereunder  due to
          partial or total  disability or incapacity  resulting from a mental or
          physical  illness,  injury or any similar cause, CSI will continue the
          payment of Executive's total  compensation  (including all bonuses) at
          his then  current  rate for a period of six (6) months  following  the
          date  Executive  is first  unable to  perform  his  duties due to such
          disability or incapacity. Thereafter, CSI shall have no obligation for
          the Base Salary or other compensation payments to Executive during the
          continuance of such  disability or  incapacity,  except that CSI shall
          pay to  Executive,  based upon the portion of the  calendar  year that
          Executive was able to perform his duties prior to the disability,  the
          pro rata portion of the Bonus that  Executive  would have earned if he
          had remained in the employ of CSI for the full  calendar year (payable
          at such time that  Executive  would have  received  such  Bonus).  44e
          Executive shall receive CSI's standard disability coverage.

     H.   If Executive dies, all payments  hereunder shall continue for a period
          of two (2) months after the end of the week in which Executive's death
          shall occur,  at which point such  payments  shall cease and CSI shall
          have no further  obligations or  liabilities  hereunder to Executive's
          estate or legal representative or otherwise, except that CSI shall pay
          to Executive's estate or legal representation,  based upon the portion
          of the calendar  year that  Executive was employed by CSI prior to his
          death,  the prorated  portion of the Bonus Executive would have earned
          if he had  remained  in the employ of CSI for the full  calendar  year
          (payable at such time that Executive would have received such Bonus).

     I.   CSIs obligation to make payments hereunder is purely contractual and a
          general  obligation of CSI and the amounts payable hereunder shall not
          be held by CSI in a trust or  segregated  fund for  Employee nor shall
          Employee  have any  right  against  CSI or any  director,  officer  or
          employee of CSI, in respect of any payment  hereunder  other than as a
          general  creditor  of CSI but  subject to any  payment  that is deemed
          otherwise by virtue of law.

     J.   Upon termination of employment, all vested stock options granted under
          the CSI Stock  Option Plan (1992) will be treated in  accordance  with
          the terms of the CSI Stock Option Plan (1992).

6.       Confidentiality and Covenant Not to Compete

     A.   Executive  covenants  and  agrees  that  he  will  at all  times  keep
          confidential  and will not at any time,  except with the prior written
          consent of CSI, directly or indirectly, communicate or disclose or use
          for his benefit or the benefit of any Person (as defined in subsection
          9E  hereof)  except  CSI,  any  trade  secrets  or   confidential   or
          proprietary information of CSI or any of its affiliates including, but
          not limited to, strategic planning documents,  data, reports, records,
          plans, policies, applications, and other documents, and Executive will
          also  use his best  efforts  to  prevent  unauthorized  disclosure  by
          others. This section shall not apply to any information that is in the
          public  domain  (other  than  by way of  unauthorized  disclosure)  or
          required to be disclosed by virtue of any statutory provision.

     B.   Executive  agrees  not to compete  with CSI in any  product or service
          supply by CSI during the six months immediately  preceding the date of
          termination  in any manner  whatsoever,  as an employee,  shareholder,
          director,  creditor, joint venturer,  consultant, or otherwise, or any
          currently existing or hereinafter created  subsidiary,  joint venture,
          or business line of CSI, at any time during this Agreement,  and for a
          period of two years  following the date 'of  termination of employment
          in the area constituting the United States, Puerto Rico and Europe.

     C.   The  parties  agree  that any  breach by  Executive  of the  covenants
          contained in this Section 6 will result in  irreparable  injury to CSI
          for which money  damages  could not  adequately  compensate  CSI,  and
          therefore,  in the event of any such breach, CSI shall be entitled (in
          addition to any other rights and remedies  which it may have at law or
          in  equity) to have an  injunction  issued by any  competent  court of
          equity  enjoining and  restraining  Executive  and/or any other Person
          involved therein from continuing such breach. The covenants  contained
          in this  Section  6 are  independent  of all other  covenants  between
          Executive and CSI.

     D.   If any portion of the covenants or agreements contained herein, or the
          application thereof, is construed to be invalid or unenforceable, then
          the  other  portions  of  such  covenant(s)  or  agreement(s)  or  the
          application  thereof  shall not be  affected  and shall be given  full
          force and  effect  without  regard  to the  invalid  or  unenforceable
          portions.

     E.   All information,  lists,  data,  reports,  records,  plans,  policies,
          applications,  and other papers,  articles,  and materials of any kind
          relating to CSI's  business and obtained by Executive in the course of
          his association  with CSI,  whether  developed by him or not, shall be
          and remain  CSI's  property and will be returned to CSI along with any
          and all  copies  thereof,  at such time as  Executive  ceases to be an
          employee of CSI.

7.       Conflict of Interest

     A.   Executive  represents  and  warrants  that  he is not  subject  to any
          restrictions   or  prohibitions   whatsoever,   and  has  no  interest
          whatsoever,  contractual or otherwise, which would in any way prevent,
          restrict or interfere with his right and/or ability to enter into this
          Agreement and perform  hereunder,  or which would create a conflict of
          interest for him or for CSI.

     B.   Executive covenants that, during the Term, he will disclose to CSI, in
          writing,  any and all  interests  he may have,  whether  for profit or
          compensation  or not, in any venture or activity which could interfere
          with his ability to perform under this  Agreement or create a conflict
          of interest for him or for CSI.

8.       Notices

         All notices, requests, demands and other communications hereunder shall
         be in writing and shall be deemed to have been duly given if delivered
         by hand or mailed, certified or registered mail, return receipt
         requested, with postage prepaid, at the following addresses or to such
         other address as either party may designate by like notice:

         A.       If to Executive, to:

                  Per Levin


         B.       If to CSI, to:

                  Checkpoint Systems, Inc.
                  101 Wolf Drive
                  Thorofare, NJ 08086
                  Attn: Chairman of the Board of Directors

         C.       In all cases, copies to:

                  Stradley, Ronon, Stevens & Young
                  2600 One Commerce Square
                  Philadelphia, Pennsylvania 19103
                  Attn: William R. Sasso, Esquire

9.       Additional Provisions

     A.   This  Agreement  shall inure to the benefit of and be binding upon CSI
          and its successors and assigns and  Executive,  his heirs,  executors,
          administrators and legal representatives.

     B.   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.

     C.   If any provision of this Agreement shall be or shall become illegal or
          unenforceable  in whole or in part,  for any  reason  whatsoever,  the
          remaining  provisions shall nevertheless be deemed valid,  binding and
          subsisting.

     D.   No failure on the part of any party hereto to exercise and no delay in
          exercising  any right,  power or remedy  hereunder  shall operate as a
          waiver thereof, nor shall any single or partial exercise of any right,
          power or  remedy  hereunder  preclude  any other or  further  exercise
          thereof or the exercise of any other right, power or remedy.

     E.   "Person" as used herein shall mean a natural  person,  joint  venture,
          corporation,   partnership,   trust,   estate,  sole   proprietorship,
          governmental agency or authority or other juridical entity.

     F.   This  is a  personal  service  contract  and may  not be  assigned  by
          Executive.  This Agreement may not be assigned by CSI to any affiliate
          of CSI which  accedes to or otherwise  carries on the business of CSI,
          whether by merger, liquidation, consolidation or otherwise, unless the
          duties  and   responsibilities   of  Executive  remain   substantially
          unchanged after such assignment.

     G.   The  headings of the  several  sections  of this  Agreement  have been
          inserted  for  convenience  of  reference  only  and  shall  in no way
          restrict or modify any of the terms or provisions hereof.

     H.   This  Agreement  shall be governed by and  construed  and  enforced in
          accordance  with the laws of the United Kingdom  without regard to its
          conflicts of laws principles.  Subject to the provisions of Subsection
          6C  hereof,  all  unresolved  claims,   demands  or  disputes  between
          Executive and CSI arising out of or relating to this Agreement, or the
          parties'  respective  performances  hereunder,  shall  be  subject  to
          binding  arbitration in the local Chapter in London,  England pursuant
          to  the  Rules  of  the  International  Arbitration  Association.  The
          prevailing  party shall be entitled  to  reimbursement  for all costs,
          including   reasonable   attorneys'   fees,   associated   with   such
          arbitration.


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


ATTEST:                            CHECKPOINT SYSTEMS, INC.


_______________                    BY:
                                       --------------------------------
                                       William J. Reilly, Jr.

WITNESS:

________________
                                       --------------------------------
                                       Per Levin


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