EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between GEORGE OFF, a resident of the State of Colorado ("Executive"), and
CHECKPOINT SYSTEMS, INC., a corporation organized and existing under the laws of
the Commonwealth of Pennsylvania ("Company") as of August 15, 2002.

         WHEREAS, in recognition of Executive's contributions to Company's
success and accomplishments during his tenure as an interim President and Chief
Executive Officer of Company, the Board of Directors of Company ("Board of
Directors") wishes to have the Company retain Executive and obtain his
commitment to continue to serve as President and Chief Executive Officer of
Company on the terms set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, and intending to be legally bound, the parties,
subject to the terms and conditions set forth herein, agree as follows:

     1. Employment and Term. Executive hereby agrees to be employed as President
and Chief  Executive  Officer of Company,  and Company  hereby  agrees to retain
Executive as President and Chief Executive Officer.  By executing this Agreement
the Company confirms that the Board of Directors has approved this Agreement and
has elected  Executive  Chairman of the Board of  Directors  effective as of the
date hereof. The term of Executive's employment as President and Chief Executive
Officer  under this  Agreement  (the "Term")  shall be the period  commencing on
August 15, 2002 and ending on December 31, 2005.

     2. Duties. During the Term, Executive will have the titles of President and
Chief  Executive  Officer of  Company.  Executive  shall  report to and  receive
instructions  from Company's Board of Directors and shall assume such duties and
responsibilities as may be reasonably assigned to Executive from time to time by
the Board of Directors provided such duties are of a nature customarily assigned
to  directors,  presidents  and chief  executive  officers  of public  companies
similarly situated. Without limitation,  Executive shall have full authority and
discretion  relating to the general and day-to-day  management of the affairs of
the Company including, but not limited to, finances and other financial matters,
compensation  matters (other than with respect to the compensation of Executive,
himself,  if any, and the other executive officers of the Company which shall be
determined by the Compensation  Committee of the Board of Directors),  personnel
matters (other than such matters that relate to Executive  himself),  budgeting,
operations,    intellectual   property,   investor   relations,   retention   of
professionals and strategic planning and  implementation.  Executive will be the
most  senior  executive  officer of the  Company  and all other  executives  and
businesses  of the  Company  will  report  to  Executive  or his  designee.  The
foregoing  language  shall  not be  construed  so as to  limit  the  duties  and
responsibilities  of the  Board  of  Directors  as  described  in the  Company's
Articles of Incorporation and Bylaws.

     3. Other Business Activities.  Executive shall serve Company faithfully and
to the best of his ability and shall devote his full business  time,  attention,
skill and efforts to the  performance  of the duties  required by or appropriate
for his position as President and Chief Executive Officer. In furtherance of the
foregoing, and not by way of limitation, for so long as he remains President and
Chief Executive  Officer of Company,  Executive shall not directly or indirectly
engage in any other  business  activities or pursuits,  except for those arising
from  positions  held as of August 15,  2002 as a  director  or  otherwise  with
charitable or business organizations, as identified by Executive to the Board of
Directors  or such  other  activities  as would not  materially  interfere  with
Executive's   ability   to  carry  out  his   duties   under   this   Agreement.
Notwithstanding  the  foregoing,  Executive  shall be  permitted  to  engage  in
activities in connection with (i) service as a volunteer, officer or director or
in a similar  capacity of any  charitable or civic  organization,  (ii) managing
personal investments,  and (iii) serving as a director,  executor, trustee or in
another  similar  fiduciary  capacity  for a non  commercial  entity;  provided,
however,  that any such activities do not materially  interfere with Executive's
performance of his responsibilities and obligations pursuant to this Agreement.

     4. Base Salary. The Company shall pay Executive a salary at the annual rate
of Six Hundred Seventy-Five  Thousand Dollars ($675,000.00) (the "Base Salary"),
payable pursuant to the Company's  normal practice,  but no less frequently than
monthly.  The Base Salary shall be inclusive of all  applicable  income,  Social
Security  and other taxes and charges  which are required by law or requested to
be withheld by Executive and which shall be withheld and paid in accordance with
Company's  normal payroll practice for its  similarly-situated  executives as in
effect  from  time to  time.  The  Board  of  Directors,  in  consultation  with
Executive, shall periodically review Executive's Base Salary during the Term, at
least  annually (at times  according to its  customary  practice)  for increases
based on Executive's performance and other relevant factors.

     5. Annual Incentive Compensation.  Executive shall participate in an annual
incentive  compensation  program(s)  to be  developed  by the Board of Directors
which will enable  Executive to earn incentive  compensation  up to a maximum of
sixty  percent  (60%) of Base Salary  provided  specified  goals and  objectives
identified  by the  Board  of  Directors  in  consultation  with  Executive  are
achieved. Such goals and objectives shall be identified no later than the end of
the  first  quarter  of each  calendar  year and  shall be  consistent  with the
Company's  budgets and  business  plans  which are  reasonably  achievable.  Any
compensation  payable to  Executive  pursuant to this  Section  shall be paid to
Executive  no later  than  the  date of  publication  of the  Company's  audited
financial statements for the prior fiscal year, whether or not Executive is then
employed  by  the  Company,  except  as  otherwise  expressly  limited  in  this
Agreement.

     6. Stock Options.  Executive  shall be granted stock options under which he
may purchase up to a total of Three Hundred  Thirty Seven  Thousand Five Hundred
(337,500)  shares of Company common stock (the "Stock  Options")  subject to the
terms and conditions  set forth in this  Agreement,  the Company's  Stock Option
Plan and, to the extent not inconsistent  with this Agreement,  to the terms and
conditions of stock options provided  generally to Company  executive  officers.
Notwithstanding the foregoing,  to the extent that this Agreement is contrary to
or  inconsistent  with the Company's Stock Option Plan, then the language of the
Company's Stock Option Plan shall apply and prevail. Consistent with the vesting
schedule and applicable  law, the maximum number of shares subject to the option
shall qualify as incentive stock option shares under Section 422 of the Internal
Revenue Code. The Board of Directors,  in  consultation  with  Executive,  shall
annually  review the number of stock  options  granted to  Executive in order to
determine if  increases  are  appropriate  after  consideration  of all relevant
factors  including  but not  limited  to  options  granted  to  other  executive
employees.

     6.1. Grants of Stock Options.

     (a) One-Third  (1/3) of the Stock Options (that is, options for One Hundred
Twelve Thousand Five Hundred  (112,500) shares (the "2003 Stock Options")) shall
be fully vested and  exercisable on August 15, 2003. An additional  one-third of
the Stock Options (that is, options for One Hundred Twelve Thousand Five Hundred
(112,500)  shares ("2004 Stock  Options")) shall be fully vested and exercisable
on August 15, 2004. The remainder of the Stock Options (that is, options for One
Hundred Twelve Thousand Five Hundred  (112,500)  shares ("2005 Stock  Options"))
shall be fully vested and  exercisable  on August 15, 2005,  provided  only that
Executive remains employed by the Company pursuant to this Agreement at the time
such vesting and  exercisability  are to occur.  The Stock Options shall have an
exercise  price equal to the mean between the highest and lowest quoted  selling
prices as  reported in  customary  financial  reporting  services on the date of
grant.

     (b)  Notwithstanding  paragraph  (a) of this Section 6.1, the Stock Options
shall become 100% vested upon  Executive's  termination of employment on account
of death or  Disability,  termination  of employment by Company  Without  Cause,
termination  of  employment  by Executive  For Good Reason,  or upon a Change in
Control, as each such term is defined in Section 10.3.

     (c) In the event of Executive's  termination of employment  during the Term
of this Agreement for any reason other than a termination  for Cause,  the Stock
Options  that are  vested and  exercisable  on the date of such  termination  of
employment  shall  expire on the fifth  annual  anniversary  of the date of such
termination of employment.

     6.2.  Anti-Dilution  Adjustments.  The  number  or type of  shares or other
property  subject  to the  Stock  Options  and the  exercise  price of the Stock
Options  shall be  appropriately  and  proportionately  adjusted by the Board of
Directors if the class of securities  which are subject to the Stock Options are
(i) exchanged for or converted into cash, property or a different number or kind
of shares or securities as a result of a reorganization,  merger, consolidation,
recapitalization,  restructuring or  reclassification,  or (ii) if the number of
securities  of the class of  securities  then  subject to the Stock  Options are
increased  or  decreased  or if cash,  property  or  shares  or  securities  are
distributed  in respect  of such  subject  securities  as a result of a dividend
(other than a regular,  quarterly  cash dividend) or other  distribution,  stock
split, reverse stock split, spin-off or the like.

     6.3.  Tax   Withholding.   Executive  shall  pay  in  cash  or  make  other
arrangements  satisfactory to the Board of Directors for the satisfaction of any
withholding  tax  obligations  that  arise by  reason of  exercise  of the Stock
Options. The Stock Options shall be exercisable, in whole or in part in cash, by
surrender  of shares  previously  acquired  or  through a cashless  exercise  in
accordance with the terms of the Company's  plan.  Company shall not be required
to issue shares of common stock or to recognize the  disposition  of such shares
until such obligations are satisfied.

     7. Other Benefits.

     (a) Pension Plans.  Executive  shall be entitled to participate in all tax-
qualified and  non-tax-qualified  pension plans  maintained or contributed to by
Company or for the benefit of its executives (collectively, the "Company Pension
Plans"),  in accordance with the terms of such Company Pension Plans as they may
be amended from time to time in the discretion of the Company.

     (b) Medical Insurance.  During the Term of this Agreement,  Executive shall
be entitled to participate in any medical and dental  insurance  plans generally
available to the senior  management  of Company,  as such plans may be in effect
from  time  to  time.  For  thirty  months  (30)  months  after  termination  of
Executive's  employment  with Company  other than on account of  termination  by
Company for Cause or Executive  Without Good Reason,  Executive and his eligible
dependents  or survivors  shall be entitled to continue to  participate  in such
plans on the terms generally  applied to actively  employed senior management of
Company, including any employee cost-sharing provisions. To the extent the terms
and conditions of the aforesaid plans do not permit  participation by Executive,
his dependents,  or his survivors,  Company shall arrange to provide  Executive,
his dependents,  or his survivors with the after-tax economic equivalent of such
continued  coverage.  After the  termination  of his  employment  with  Company,
Executive  shall cease to be covered under the foregoing  medical  and/or dental
insurance  plans if he  obtains  coverage  under  other  medical  and/or  dental
insurance plans;  provided,  however, that if the coverage under the new medical
and/or dental  insurance plans is less than under the foregoing  plans,  Company
shall provide Executive with a cash payment in an amount necessary for Executive
to obtain coverage comparable to that provided under the foregoing plans.

     (c)  Other  Benefit  Plans.  Executive  shall be  entitled  to  receive  or
participate in such further savings,  deferred  compensation,  health or welfare
benefit plans offered to Company's senior  management  generally,  in accordance
with the  terms of such  plans as they may be  amended  from time to time in the
discretion of the Company.

     (d)  Perquisites;  Expenses.  The  Company  agrees  to  promptly  reimburse
Executive  for  all  reasonable  business  expenses  incurred  by  Executive  in
performing his duties pursuant to this  Agreement,  in accordance with Company's
reimbursement policies generally applicable to management personnel.  During the
Term  of  this  Agreement,   Company  agrees  to  provide  Executive  with  such
perquisites as are generally made available to management personnel from time to
time,  including the perquisites  provided as of the date the Board of Directors
approves this Agreement.

     (e) Vacation and  Relocation.  Executive shall be entitled to six (6) weeks
paid  vacation  annually,  and to cash  compensation  in respect of accrued  but
unused vacation days if Executive is terminated under the terms hereof,  for the
calendar year in which such termination occurs. Executive shall also be entitled
to the Relocation benefits described in the attached Exhibit "A".

     (f) Severance Upon Expiration of Term.  Commencing at least nine (9) months
prior to the  expiration of the Term of this  Agreement,  the Board of Directors
and Executive  shall  negotiate in good faith to extend the Term of  Executives'
employment  pursuant to terms and conditions  similar to this Agreement.  In the
event that the parties are unable to agree, then upon the expiration of the Term
of this Agreement,  Executive shall receive,  in one lump sum payment, an amount
equal to one (1) times the sum of the Base Salary as in effect as of the date of
the  expiration  of the Term and any other  compensation  received by  Executive
pursuant to any bonus or incentive plan during the  immediately  preceding year,
in addition to any other amounts due to Executive  pursuant to the terms hereof.
Those options  granted during the nine (9) month period referred to in the first
sentence of this Section  7(f),  shall expire  immediately.  However,  all other
options granted pursuant to this Agreement;  including,  but not limited to, the
2005 Stock Options, shall vest immediately.

     8.  Nondisclosure of Confidential Information.


     (a) Executive and Company acknowledge that Executive will, in the course of
his employment,  come into possession of confidential,  proprietary business and
technical  information,  and trade  secrets of Company and its  Affiliates  (the
"Proprietary Information"). Proprietary Information includes, but is not limited
to, the following:

          Business  procedures.  All information  concerning the way Company and
          its Affiliates conduct their business, which is not publicly available
          or generally  known in the  industry or trade in which  Company or its
          Affiliates  compete  (such as  Company  contracts,  internal  business
          procedures,  controls,  plans,  licensing  techniques  and  practices,
          supplier,  subcontractor  and prime  contractor names and contacts and
          other vendor information, computer system passwords and other computer
          security controls, financial information, distributor information, and
          employee data) and the physical  embodiments of such information (such
          as check lists, samples,  service and operational manuals,  contracts,
          proposals,  printouts,   correspondence,   forms,  listings,  ledgers,
          financial  statements,  financial  reports,  financial and operational
          analyses,  financial and operational  studies,  management  reports of
          every kind, databases,  employment or personnel records, and any other
          written or  machine-readable  expression  of such  information  as are
          filed in any tangible media).

          Marketing  Plans and  Customer  Lists.  All  information  which is not
          publicly  available  or  generally  known in the  industry or trade in
          which Company or its  Affiliates  compete  pertaining to Company's and
          its  Affiliates'   marketing  plans  and  strategies;   forecasts  and
          projections;  marketing practices,  procedures and policies; goals and
          objectives;  quoting practices,  procedures and policies; and customer
          data   including  the  customer  list,   contracts,   representatives,
          requirements  and needs,  specifications,  data  provided  by or about
          prospective   customers,   and  the  physical   embodiments   of  such
          information.

          Business Ventures:  All information which is not publicly available or
          generally  known in the  industry  or trade  in which  Company  or its
          Affiliates  compete concerning new product  development,  negotiations
          for  new  business  ventures,   future  business  plans,  and  similar
          information and the physical embodiments of such information.

          Software.  All  information  relating to Company's and its Affiliates'
          software or hardware in  operation  or various  stages of research and
          development,  which is not publicly  available  or generally  known in
          industry or trade in which Company or its  Affiliates  compete and the
          physical embodiments of such information.

          Litigation.  Information which is not publicly  available or generally
          known in the  industry  or trade in which  Company  or its  Affiliates
          compete regarding  litigation and potential litigation matters and the
          physical embodiments of such information.

          Policy  Information.  Information  which is not publicly  available or
          generally known in the industry or trade in which the Company competes
          regarding  the  policies  and  positions  that  have  been  or will be
          advocated by Company and its Affiliates with  governmental  officials,
          the views of government  officials toward such policies and positions,
          and the status of any  communications  that Company or its  Affiliates
          may have with any government officials.

          Information  Not Generally  Known.  Any  information  which (a) is not
          available  to the  public or  within  the  industry  or trade in which
          Company or its Affiliates compete, (b) gives Company or its Affiliates
          a  significant  advantage  over its or their  competitors,  or (c) has
          significant  economic value or potentially  significant economic value
          to Company or its  Affiliates,  including the physical  embodiments of
          such information.

          "Proprietary  Information"  does not include (i) information  which at
          the time of  disclosure  or  thereafter  is in the public domain or is
          already   possessed  by   Executive,   free  of  any   confidentiality
          obligation, (ii) information disclosed to Executive in good faith by a
          third party who has an independent  right to such  information and who
          discloses  the  same  to  Executive,   free  of  any   confidentiality
          obligation,  (iii)  information  which is  independently  developed by
          Executive,  (iv) information which the Company generally  discloses to
          third parties without imposing obligations of confidentiality thereon,
          and (v)  information  known by Executive  prior to entering  into this
          Agreement.

     (b) Executive  acknowledges that the Proprietary  Information is a valuable
and unique asset of Company and its  Affiliates.  Executive  agrees that he will
not,  at any time during his  employment  or for a period of two (2) years after
the  termination  of his  employment  with  Company,  without the prior  written
consent  of  Company  or its  Affiliates,  as  applicable,  either  directly  or
indirectly  divulge any  Proprietary  Information for his own benefit or for any
purpose other than the exclusive benefit of Company and/or its Affiliates.

     9. Agreement Not to Compete.

     (a)  Executive  agrees  that he  shall  not  compete  with  Company  or its
Affiliates for the Restricted  Period.  The Restricted  Period is defined as the
period  beginning on the date hereof and ending (i) if  Executive is  terminated
for Cause (as defined in Section 10.4(a)) or Executive terminates this Agreement
Without Good Reason (as defined in Section 10.2(b)), on the date which is thirty
(30)  months  following  the  date of  termination,  (ii) if this  Agreement  is
terminated  by the Company for any reason other than Cause or Executive for Good
Reason, on the date of such termination,  and (iii) if this Agreement terminates
due to the  expiration  of the Term,  on the date  which is twelve  (12)  months
following the expiration of the Term.

     (b) For the purposes of this Section 9,  "compete"  shall mean  directly or
indirectly  through  one or more  intermediaries  (i)  working  or  serving as a
director, officer, employee, consultant, agent, representative,  or in any other
capacity,  with or  without  compensation,  on  behalf  of one or more  entities
engaged in the  Company's  Business  (as  defined  below) in any  country  where
Company  (including any Affiliate)  either engages in the Company's  Business at
the time of Executive's termination or where Company, at the time of Executive's
termination,  has developed a business plan or taken affirmative steps to engage
in the Company's  Business,  (ii)  soliciting any employees of the Company other
than a general  solicitation via any communication  medium directed generally to
the  public at large or to  industry  participants  or if  Executive's  employer
solicited such employee  without input or encouragement  from Executive,  and/or
(iii)  inducing  any  customer  or  business  partner of the Company to breach a
contract with the Company or otherwise  cease doing business with the Company or
any  principal  for whom the  Company  acts as agent to  terminate  such  agency
relationship.  For purposes of this provision, the term "the Company's Business"
shall mean any  business  activity  or line of  business  similar to the type of
business conducted by Company,  and/or its Affiliates at the time of Executive's
termination of employment or which Company, and/or its Affiliates at the time of
Executive's  termination  of  employment  or within one year prior  thereto have
developed a business plan or taken  affirmative  steps to enter into or conduct.
Executive expressly agrees that the markets served by Company and its Affiliates
extend  worldwide  and are  not  dependent  on the  geographic  location  of the
executive  personnel or the  businesses  by which they are employed and that the
restrictions  set forth in this Section 9 are reasonable and are no greater than
are required for the protection of Company, and its Affiliates.  For purposes of
this Agreement,  the term "Affiliate"  shall be deemed to refer to Company,  and
any entity (whether or not existing on the date hereof) controlling,  controlled
by or under common control with Company.

     10. Termination.  Executive's employment hereunder may be terminated during
the Term upon the occurrence of any one of the events  described in this Section
10 upon  fifteen  days prior  written  notice to  Executive.  Upon  termination,
Executive shall be entitled only to such  compensation and benefits as described
in this Section 10.

     10.1. Disability and Death.

     (a) Disability.  If Executive  becomes  physically or mentally  disabled to
such an extent  that he has not been able to  perform  the  duties  set forth in
Section 2 of this Agreement, with or without a reasonable  accommodation,  for a
period of more than 180 days, either  consecutively or within any 365-day period
("Disability"),  Company may terminate  Executive's  employment  hereunder.  The
determination  of whether  Executive has a Disability under this Agreement shall
be  made by the  Board  of  Directors,  which  shall  consider  the  information
presented by Executive's personal physician and by any other advisors, including
any other physician,  which the Board of Directors determines  appropriate.  The
determination of the Board of Directors shall be final and binding, unless it is
determined to have been arbitrary and capricious. If the employment of Executive
terminates  during the Term due to the  Disability of  Executive,  Company shall
provide to  Executive  (i)  whatever  benefits  are  available  to him under any
disability  benefit plan(s) applicable to him at the time of such termination to
the extent Executive  satisfies the  requirements of such plan(s),  and (ii) the
payments set forth in Section 10.1.(c).

     (b)  Death.  If  Executive  dies  during  the  Term,  Company  shall pay to
Executive's executors,  legal representatives or administrators the payments set
forth in Section 10.1.(c). Except as specifically set forth in this Section 10.1
or  under  applicable  laws,  Company  shall  have no  liability  or  obligation
hereunder to Executive's executors, legal representatives, administrators, heirs
or  assigns  or any other  person  claiming  under or  through  him by reason of
Executive's death, except that Executive's  executors,  legal representatives or
administrators  will be entitled to receive any death benefit payable to them as
beneficiaries  under  any  insurance  policy  or other  benefits  plans in which
Executive  participates  as an employee  of Company  and to exercise  any rights
afforded them under any benefit plan then in effect.

     (c) Payment Upon Disability or Death. Upon termination of the employment of
Executive  due to death or  Disability  during  the Term,  Company  shall pay an
amount  equal  to all  accrued  but  unpaid  Base  Salary  through  the  date of
termination  of  employment,  plus a portion  of the  Average  Annual  Incentive
Compensation  (as  defined  in Section  10.2(d)  below)  pro-rated  for the year
through the date of termination.

     10.2.  Termination By Company Without Cause; Termination By Executive For
Good Reason.

     (a)  Termination  By Company  Without  Cause.  The  Company  may  terminate
Executive's  employment  hereunder  at any time for any reason other than Cause,
Disability  or  Death  upon  thirty  (30)  days  written   notice  to  Executive
("Termination Without Cause").

     (b)  Termination By Executive For Good Reason.  Executive may terminate his
employment  hereunder  at any  time  for  Good  Reason  ("Termination  for  Good
Reason"). For purposes of this Agreement,  Good Reason shall mean (i) a material
reduction in the position or  responsibilities  of  Executive,  provided  that a
Change in Control  (including the fact that the Company's  stock is not publicly
held or is held or controlled by a single stockholder as a result of a Change in
Control)  shall of itself be deemed a  material  reduction  in the  position  or
responsibilities of Executive;  (ii) a reduction in Executive's Base Salary or a
material reduction in Executive's compensation arrangements or benefits; (iii) a
substantial  failure  of  Company  to perform  any  material  provision  of this
Agreement;  (iv) a relocation  of Company's  executive  offices to a distance of
more than  seventy-five  (75)  miles  from its  location  as of the date of this
Agreement,  unless such relocation results in Company's  executive offices being
closer to Executive's then primary residence or does not substantially  increase
the  average   commuting  time  of  Executive;   and  (v)  if  Executive  ceases
involuntarily  (other than by reason of death,  disability  or  Termination  for
Cause) to be the Chairman of the Board of Directors.

     (c) In the event of a Termination  Without Cause or a Termination  For Good
Reason,  Company  shall pay to  Executive  within  forty-five  (45)  days  after
termination  an amount  equal to all accrued but unpaid Base Salary  through the
date  of  termination  of  employment,  plus a  portion  of the  Average  Annual
Incentive  Compensation  pro-rated for the year through the date of termination,
plus the Multiplier times the Compensation  Amount (as such terms are defined in
Section 10.2(d) below). In addition,  upon Executive's Termination Without Cause
or  Termination  For Good  Reason,  the Stock  Options  shall  fully vest and be
exercisable in accordance with Section 6.1(c).

     (d) The Multiplier is defined as two and one-half (2-1/2). The Compensation
Amount is defined as the sum of (i) the annual  Base Salary of  Executive  as in
effect immediately prior to Executive's termination of employment,  and (ii) the
Average Annual Incentive Compensation. The Average Annual Incentive Compensation
shall be a cash payment determined as follows:  (i) if the termination occurs on
or before December 31, 2003, the Average Annual Incentive  Compensation shall be
deemed to equal one-half (1/2) of the maximum annual  incentive  compensation or
thirty  percent (30%) of Base Salary;  (ii) if the  termination  occurs  between
January 1, 2004 and December 31, 2004, the Average Annual Incentive Compensation
shall be the  actual  amount of Annual  Incentive  Compensation  earned  for the
preceding  calendar year; (iii) if the termination occurs on or after January 1,
2005,  the Average  Annual  Incentive  Compensation  shall be the average of the
Annual Incentive  Compensation  earned for the two preceding calendar years. For
purposes of determining  the Average  Annual  Incentive  Compensation  earned by
Executive in any past year, any non-cash compensation awarded to Executive shall
be included as annual incentive compensation only if specifically  designated as
such by the Board of Directors,  and such non-cash  compensation shall be valued
by such method as the Board of  Directors  in its  discretion  shall  determine,
which may be the manner in which such compensation is valued for proxy reporting
purposes.

     10.3. Change in Control.

     (a) For  purposes  of this  Agreement,  "Change in  Control"  shall mean an
occurrence of one or more of the following events:

          (i) an  acquisition  of any voting  securities of Company (the "Voting
          Securities") by any "person" or "group" (within the meaning of Section
          13(d)(3)  or 14(d)(2) of the  Securities  Exchange  Act of 1934) other
          than an employee benefit plan of Company, immediately after which such
          Person has  "Beneficial  Ownership"  (within the meaning of Rule 13d-3
          under  the  Exchange  Act) of more  than  fifty  percent  (50%) of the
          combined voting power of Company's then outstanding Voting Securities;
          or

          (ii) within any 18-month period, the individuals who were directors of
          the  Company  as of the date  the  Board of  Directors  approved  this
          Agreement  (the  "Incumbent  Directors")  ceasing for any reason other
          than death, disability, retirement or by reason of the plan adopted by
          the Board of Directors  on even date  herewith to expand the number of
          members of the Board to constitute at least a majority of the Board of
          Directors, provided that any director who was not a director as of the
          date the Board of Directors approved this Agreement shall be deemed to
          be an Incumbent  Director if such  director was appointed or nominated
          for election to the Board of Directors by, or on the recommendation or
          approval  of, at least a majority of directors  who then  qualified as
          Incumbent  Directors,  provided further that any director appointed or
          nominated to the Board of Directors to avoid or settle a threatened or
          actual  proxy  contest  shall in no event be deemed to be an Incumbent
          Director; or

          (iii)  satisfaction of all conditions to a merger,  consolidation,  or
          reorganization  involving  Company that results or would result in the
          stockholders of Company immediately before such merger,  consolidation
          or  reorganization   owning,   directly  or  indirectly,   immediately
          following  such merger,  consolidation  or  reorganization,  less than
          fifty  percent (50%) of the combined  voting power of the  corporation
          which survives such transaction as the ultimate parent entity,  unless
          such  merger,   consolidation  or  reorganization  is  not  thereafter
          consummated.

          (iv) a sale of all or substantially all of the assets of Company.

     (b) If, as a result of  payments  provided  for under or  pursuant  to this
Agreement  together  with all  other  payments  in the  nature  of  compensation
provided  to or for the  benefit  of  Executive  under  any other  agreement  in
connection with a Change in Control,  Executive  becomes subject to taxes of any
state,  local or federal  taxing  authority  that would not have been imposed on
such  payments  but for the  occurrence  of a Change in Control,  including  any
excise tax under Section 4999 of the Internal  Revenue Code of 1986 (the "Code")
and any  successor  or  comparable  provision,  then,  in  addition to any other
benefits  provided  under or pursuant to this  Agreement or  otherwise,  Company
(including any successor to Company) shall pay to Executive at the time any such
payments are made under or pursuant to this or the other  agreements,  an amount
equal to the amount of any such taxes imposed or to be imposed on Executive (the
amount of any such payment,  the  "Parachute Tax  Reimbursement").  In addition,
Company (including any successor to Company) shall "gross up" such Parachute Tax
Reimbursement by paying to Executive at the same time an additional amount equal
to the aggregate  amount of any additional  taxes (whether income taxes,  excise
taxes, special taxes, employment taxes or otherwise) that are or will be payable
by  Executive  as a result of the  Parachute  Tax  Reimbursement  being  paid or
payable  to  Executive  and/or as a result  of the  additional  amounts  paid or
payable to Executive pursuant to this sentence,  such that after payment of such
additional  taxes  Executive  shall have been paid on a net  after-tax  basis an
amount equal to the Parachute Tax Reimbursement. The amount of any Parachute Tax
Reimbursement  and of any such gross-up amounts shall be determined by Company's
independent auditing firm, whose determination,  absent manifest error, shall be
treated  as  conclusive  and  binding  absent  a  binding   determination  by  a
governmental  taxing  authority  that a greater  amount of taxes is  payable  by
Executive.

     10.4. Termination For Cause; Termination By Executive Without Good Reason.

     (a)  Termination  for Cause.  The Company may terminate  the  employment of
Executive for Cause at any time during the Term. For purposes of this Agreement,
Cause shall mean that  Executive has committed an act of Misconduct  (as defined
below) or that there has been a willful and  continuing  failure of Executive to
perform  substantially  his obligations  under this  Agreement,  other than as a
result of  Executive's  death or  Disability.  For  purposes of this  Agreement,
"Misconduct" shall mean: (i) embezzlement, fraud, or breach of fiduciary duty by
Executive against the Company;  (ii) personal dishonesty of Executive materially
injurious to Company;  (iii) an unauthorized  and intentional  disclosure of any
Proprietary   Information  in  breach  of  Executive's  duty  of  loyalty;  (iv)
conviction  of, or  entering  a plea of nolo  contendere  or guilty to, a felony
criminal  offense;  or (v)  competing  with the  Company  while  employed by the
Company or during the Restricted Period, in contravention of Section 9.

     (b) Termination By Executive  Without Good Reason. Executive may terminate
his employment hereunder at any time Without Good Reason (as defined in
Section 10.2(b)).

     (c) In the event  Executive's  employment  with  Company is  terminated  by
Company for Cause or by Executive  Without Good Reason,  Executive shall receive
all accrued but unpaid Base  Salary,  and benefits as of the  effective  date of
Termination.  In the event Executive's  employment with Company is terminated by
the Company for Cause or by Executive during the Term of this Agreement  Without
Good Reason,  Executive  shall forfeit all unvested Stock Options  granted under
this Agreement.

     11. Other  Agreements.  Executive  represents and warrants to Company that:


     (a) There are no restrictions,  agreements or understandings  whatsoever to
which  Executive  is a party or by which he is bound that would  prevent or make
unlawful  Executive's  execution  of this  Agreement or  Executive's  employment
hereunder,  or which  is or  would be  inconsistent  or in  conflict  with  this
Agreement or Executive's employment hereunder, or would prevent, limit or impair
in any way the performance by Executive of his obligations hereunder.

     (b) Executive  shall  disclose the  existence and terms of the  restrictive
covenants set forth in this  Agreement to any employer by whom  Executive may be
employed during the Term (which  employment is not hereby  authorized) or during
the Restricted  Period as defined in the Agreement Not to Compete by and between
Executive and Company set forth in Section 9 hereof.

     12. Survival of Provisions.  The provisions of this Agreement shall survive
the termination of Executive's employment hereunder and the payment of all
amounts payable and delivery of all post-termination compensation and benefits
pursuant to this Agreement incident to any such termination of employment.

     13.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be  binding  upon  Company  and its  successors  or  permitted  assigns  and
Executive and his executors,  administrators or heirs. The Company shall require
any successor or successors expressly to assume the obligations of Company under
this Agreement.  The Company's  failure to obtain the agreement of any successor
or assign to assume the obligations of this Agreement shall be considered  "Good
Reason" for purposes of Section  10.2(b).  For purposes of this  Agreement,  the
term  "successor"   shall  include  the  ultimate  parent   corporation  of  any
corporation  involved  in a merger,  consolidation,  or  reorganization  with or
including the Company that results in the  stockholders  of Company  immediately
before  such  merger,   consolidation  or  reorganization  owning,  directly  or
indirectly,  immediately following such merger, consolidation or reorganization,
securities  of  another  corporation,  regardless  of whether  any such  merger,
consolidation or  reorganization is deemed to constitute a Change in Control for
purposes  of  this  Agreement.  Executive  may not  assign  any  obligations  or
responsibilities  under this Agreement or any interest  herein,  by operation of
law or  otherwise,  without the prior  written  consent of Company.  At any time
prior to a Change in Control,  Company may  provide,  without the prior  written
consent  of  Executive,  that  Executive  shall  be  employed  pursuant  to this
Agreement by any of its  Affiliates or Company,  and in such case all references
herein to the  "Company"  shall be deemed to include any such  entity,  provided
that (i) such action  shall not  relieve  Company of its  obligation  to make or
cause an  Affiliate  to make or  provide  for any  payment  to or on  behalf  of
Executive   pursuant  to  this  Agreement,   and  (ii)  Executive's  duties  and
responsibilities shall not be significantly  diminished as a result thereof. The
Board of Directors may not assign any or all of its  responsibilities  hereunder
to any committee of the Board of Directors.

     14. Executive Benefits. This Agreement shall not be construed to be in lieu
of or to the  exclusion of any other  rights,  benefits and  privileges to which
Executive  may be  entitled as an  executive  of Company  under any  retirement,
pension, profit-sharing,  insurance,  hospitalization or other plans or benefits
which may now be in effect or which may hereafter be adopted.

     15.  Board  of  Directors  Service.  Subject  to  re-election  by a vote of
stockholders,  Executive  shall  continue  to  serve on the  Board of  Directors
through the Term and shall  tender his  resignation  from the Board of Directors
upon expiration of the Term, or upon any earlier  termination of his employment,
which resignation may or may not be accepted.

     16. Notices. All notices required to be given to any of the parties of this
Agreement  shall be in  writing  and shall be  deemed to have been  sufficiently
given,  subject to the further  provisions  of this Section 16, for all purposes
when presented personally to such party, or sent by facsimile transmission,  any
national  overnight  delivery service,  or certified or registered mail, to such
party at its address set forth below:

               (a)  If to Executive:

                           George Off


               (b)  If to Company:

                           Checkpoint Systems, Inc.
                           101 Wolf Drive
                           Thorofare, NJ  08086
                           Attn:  Vice President and General Counsel

Such notice shall be deemed to be received when delivered if delivered
personally, upon electronic or other confirmation of receipt if delivered by
facsimile transmission, the next business day after the date sent if sent by a
national overnight delivery service, or three (3) business days after the date
mailed if mailed by certified or registered mail. Any notice of any change in
such address shall also be given in the manner set forth above. Whenever the
giving of notice is required, the giving of such notice may be waived in writing
by the party entitled to receive such notice.

     17. Entire Agreement;  Amendments.  This Agreement and any other documents,
instruments  or other writings  delivered or to be delivered in connection  with
this Agreement as specified  herein  constitute the entire  agreement  among the
parties with respect to the subject  matter of this  Agreement and supersede all
prior and contemporaneous agreements,  understandings, and negotiations, whether
written or oral, with respect to the terms of Executive's employment by Company.
This Agreement may be amended or modified only by a written instrument signed by
all parties hereto.

     18.  Waiver.  The  waiver of the  breach of any term or  provision  of this
Agreement  shall not  operate  as or be  construed  to be a waiver of any other
or subsequent breach of this Agreement.

     19. Governing Law. This Agreement shall be governed and construed as to its
validity,   interpretation and  effect  by  the  laws  of  the Commonwealth of
Pennsylvania.

     20.  Severability.  Any provision of this  Agreement  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions  of this  Agreement  or  such  provisions,  and  any  such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     21.  Section  Headings.  The  section  headings in this  Agreement  are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

     22.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one and
the same instrument.

     23. Specific Enforcement;  Extension of Period. Executive acknowledges that
the  restrictions  contained  in  Sections  8 and 9 hereof  are  reasonable  and
necessary to protect the legitimate  interests of Company and its Affiliates and
that Company  would not have entered into this  Agreement in the absence of such
restrictions.  Executive also  acknowledges that any breach by him of Sections 8
or 9 hereof will cause  continuing and  irreparable  injury to Company for which
monetary  damages would not be an adequate  remedy.  Executive shall not, in any
action or  proceeding by Company to enforce  Sections 8 or 9 of this  Agreement,
assert the claim or defense that an adequate remedy at law exists.  In the event
of such  breach  by  Executive,  Company  shall  have the right to  enforce  the
provisions of Sections 8 and 9 of this Agreement by seeking  injunctive or other
relief in any court,  and this Agreement  shall not in any way limit remedies at
law or in  equity  otherwise  available  to  Company.  In  the  event  that  the
provisions  of Sections 8 or 9 hereof should ever be  adjudicated  to exceed the
time,  geographic,  or other  limitations  permitted  by  applicable  law in any
applicable  jurisdiction,  then such provisions shall be deemed reformed in such
jurisdiction to the maximum time, geographic,  or other limitations permitted by
applicable law.

     24.  Arbitration.  Any  dispute or claim  other than those  referred  to in
Section 23, arising out of or relating to this  Agreement or otherwise  relating
to the employment  relationship between Executive and Company (including but not
limited  to any  claims  under  Title VII of the Civil  Rights  Act of 1964,  as
amended;  the  Americans  with  Disabilities  Act;  the  Age  Discrimination  in
Employment Act; the Family Medical Leave Act; and the Employee Income Retirement
Security  Act)  shall be  submitted  to  Arbitration,  in  Philadelphia  County,
Commonwealth of Pennsylvania, and except as otherwise provided in this Agreement
shall be conducted in  accordance  with the rules of, but not under the auspices
of, the American  Arbitration  Association.  The arbitration  shall be conducted
before an arbitration  tribunal comprised of three individuals,  one selected by
Company, one selected by Executive, and the third selected by the first two. The
parties and the  arbitrators  selected  by them shall use their best  efforts to
reach agreement on the identity of the tribunal within ten (10) business days of
either party to this  Agreement  submitting to the other party a written  demand
for  arbitration.  The  proceedings  before the tribunal shall take place within
twenty (20) business days of the selection thereof.  Executive and Company agree
that  such  arbitration  will  be  confidential  and no  details,  descriptions,
settlements or other facts  concerning  such  arbitration  shall be disclosed or
released to any third party  without the specific  written  consent of the other
party,  unless required by law or court order or in connection with  enforcement
of any decision in such arbitration.  The parties shall equally divide the costs
of the  arbitrators,  and each party shall bear his or its  attorneys'  fees and
other costs,  except that the arbitrators may  specifically  direct one party to
bear a greater  portion or the entire  cost of the  arbitration,  including  all
attorneys fees, if the arbitrators determine that such party acted in bad faith.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the day and year first written above.

Attest:                                     CHECKPOINT SYSTEMS, INC.



________________________                 By:____________________________
                                            R. Keith Elliott




                                            ____________________________
                                            George Off