EXHIBIT No. 10.11
                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


     This First Amendment to Employment Agreement is made as of the 12th day of
May, 1999 by and between Checkpoint Systems, Inc. ("CSI") and Kevin P. Dowd
("Executive").

     WHEREAS, CSI and Executive are parties to an Employment Agreement dated
July 1, 1998 ("Agreement"); and

     WHEREAS, the parties wish to amend the Agreement as set forth 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.   Subsection 5C Termination is hereby amended and restated in its entirety as
     follows:

     "If Executive is terminated by CSI during the Term hereof, for reasons
     other than those provided in Subsections 5A or 5B 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 twenty
     four (24) months thereafter (or such shorter period ending on the date
     Executive obtains other employment, but in no event less than twelve (12)
     months after termination) consisting of the payment of one hundred percent
     (100%) of Executive's monthly Base Salary payable at regular 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, life and disability
     insurance benefits and payments in lieu of 401(K) benefits (in the same
     manner such payments are made as of the date of the First Amendment to this
     Agreement) contemporaneously with the severance pay. If the Executive's
     employment with CSI terminates during the Term and after a Change in
     Control or Potential Change in Control (as those terms are hereinafter
     defined), the Executive shall be entitled to receive, in lieu of the
     foregoing, the Change in Control Severance Benefits (as that term is
     hereinafter defined). However, the Executive shall not be entitled to
     receive the Change in Control Severance Benefits if he voluntarily leaves
     the employ of CSI, other than his voluntary leaving after any of the
     following events occur:

          (a) The Executive is assigned to any duties substantially inconsistent
     with his position, duties, responsibilities or status with CSI or a
     substantial reduction of the aforesaid duties, in each case as set forth in
     Exhibit A to this Employment Agreement;

          (b) The relocation of the Executive's office to a geographic area
     which is more than thirty (30) miles from the city limits of Philadelphia;

          (c) An adjustment of the Executive's Base Salary pursuant to Section 3
     which results in a reduction in the Executive's Base Salary; or

          (d) The failure by CSI to obtain the assumption of the obligation to
     perform this Agreement by any successor entity in the Change in Control.

     For the purposes of this Subsection 5C, the following terms shall have the
following meanings:

          (a) A "Change in Control" occurs upon any one of the following
     circumstances or events:

               (i) The stockholders of CSI approve a transaction or transactions
          (however denominated or effectuated) with another corporation or other
          entity ("Combination"), and immediately after such transaction(s) less
          than eighty percent (80%) of the combined voting power of the then
          outstanding securities of such corporation or entity will be held in
          the aggregate by the holders of securities entitled, immediately prior
          to such Combination, to vote generally in the election of directors of
          CSI ("Voting Stock");

               (ii) The stockholders of CSI approve a consolidation (however
          denominated or effectuated) pursuant to a recommendation of the Board
          of Directors;

               (iii) At any time, Continuing Directors (as herein defined) shall
          not constitute a majority of the members of the Board of Directors
          ("Continuing Director" means (i) each individual who has been a
          director of CSI for at least twenty-four (24) consecutive months
          before such time and (ii) each individual who was nominated or elected
          to be a director of CSI by at least two-thirds of the Continuing
          Directors at the time of such nomination or election);

               (iv) The stockholders of CSI approve the sale of all or
          substantially all of its assets to any other corporation or other
          entity, and less than eighty percent (80%) of the combined voting
          power of the then outstanding securities of such corporation or other
          entity immediately after such transaction will be held in the
          aggregate by the holders of Voting Stock immediately prior to such
          sale;

               (v) Any person or entity becomes the beneficial owner, directly
          or indirectly, of securities of CSI representing more than twenty
          percent (20%) or more of the then outstanding shares of Voting Stock
          (not including in the securities beneficially owned by such person or
          entity any securities acquired directly from CSI or its affiliates);

               (vi) The stockholders of CSI approve a plan of complete
          liquidation or dissolution of CSI; or

               (vii) The Board of Directors determines by a majority vote that,
          because of the occurrence, or the threat or imminence of the
          occurrence, of another event or situation with import or effects
          similar to the foregoing, the Executive should be entitled to the
          benefits of this Section.

          Notwithstanding the foregoing, unless otherwise determined in a
          specific case by majority vote of the Board of Directors, a Change in
          Control for purposes of this Agreement shall not be deemed to have
          occurred solely because (a) CSI, (b) an entity of which CSI is the
          direct or indirect beneficial owner of fifty percent (50%) or more of
          the voting securities or (c) any CSI-sponsored employee stock
          ownership plan or any other employee benefit plan of CSI becomes the
          beneficial owner of shares of Voting Stock, whether in excess of
          twenty percent (20%) or otherwise, or because CSI reports that a
          change in control of CSI has or may have occurred or will or may occur
          in the future by reason of such beneficial ownership. The foregoing
          definition shall supersede the definition of Change in Control set
          forth in Subsection 5D(ii) of the Agreement.

          (b) The "Change in Control Severance Benefits" shall be the following:

               (i) the amounts of the Executive's Base Salary and Bonus which
          are accrued and payable through the date of the termination of the
          Executive's employment, which amounts will be paid within thirty (30)
          days after the date the Executive's employment is terminated;

               (ii) a lump sum payment in an amount equal to two hundred percent
          (200%) of the Executive's highest Base Salary in effect during the
          Term, which lump sum payment will be made within thirty (30) days
          after the date the Executive's employment is terminated, provided
          however that in the event that Executive shall not have obtained
          employment


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          within twenty four (24) months after the date of termination,
          Executive shall be entitled to receive up to an additional amount
          equal to one hundred percent (100%) of the Executive's highest Base
          Salary and such amount shall be payable monthly commencing with the
          twenty fifth month following termination and shall terminate upon the
          earlier of the date the Executive shall have obtained employment or
          thirty six months (36) from date of termination.

               (iii) the continuation of the Executive's health insurance
          benefits, life and disability insurance benefits and payments in lieu
          of 401K benefits (in the same manner such payments are made as of the
          date of the First Amendment to this Agreement) for a period of twenty
          four (24) months (or thirty six (36) months as the case may be) after
          the date the Executive's employment is terminated. The Executive shall
          continue to make such contributions with respect to such continued
          benefits as are required of the Executive prior to the termination of
          his employment; and

               (iv) in the event that any payment or benefit provided by CSI to
          the Executive (whether pursuant to this Agreement or otherwise) (a
          "Payment") would be subject to the excise tax imposed by Section 4999
          of the Internal Revenue Code of 1986, as amended, or any interest or
          penalties are incurred by the Executive with respect to such excise
          tax (such excise tax, together with any such interest and penalties,
          are hereinafter collectively referred to as the "Excise Tax"), then
          the Executive shall be entitled to receive an additional payment (a
          "Gross-Up Payment") in an amount such that, after payment by the
          Executive of all taxes (including any interest or penalties imposed
          with respect to such taxes), including, without limitation, any income
          taxes (and any interest and penalties imposed with respect thereto)
          and Excise Tax imposed on the Gross-Up Payment, the Executive retains
          an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
          the Payments.

          (c) A "Potential Change in Control" occurs upon any one of the
     following circumstances or events:

               (i) CSI enters into an agreement, the consummation of which would
          result in the occurrence of a Change in Control;

               (ii) CSI or any person or entity publicly announces an intention
          to take or consider taking actions which, if consummated, would result
          in the occurrence of a Change in Control;

               (iii) any person or entity becomes the beneficial owner, directly
          or indirectly, of securities of CSI representing more than fifteen
          percent (15%) or more of the then outstanding shares of Voting Stock
          (not including in the securities beneficially owned by such person or
          entity any securities acquired directly from CSI or its affiliates);
          or

               (iv) the Board of Directors adopts a resolution to the effect
          that, for purposes of this Agreement, a Potential Change in Control
          has occurred.

          Notwithstanding the foregoing, unless otherwise determined in a
          specific case by majority vote of the Board of Directors, a Potential
          Change in Control for purposes of this Agreement shall not be deemed
          to have occurred solely because (a) CSI, (b) an entity of which CSI is
          the direct or indirect beneficial owner of fifty percent (50%) or more
          of the voting securities or (c) any CSI-sponsored employee stock
          ownership plan or any other employee benefit plan of CSI becomes the
          beneficial owner of shares of Voting Stock, whether in excess of
          fifteen percent (15%) or otherwise, or because CSI reports that a
          change in control of CSI has or may have occurred or will or may occur
          in the future by reason of such beneficial ownership."

2.   Subsection 5E. The second sentence of Subsection 5E is deleted and replaced
     with the following:

          "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 for a period of twenty four
          (24) months thereafter (or such shorter period ending on the date
          Executive obtains other employment, but in no event less than twelve
          (12) months after the date he leaves the employ of CSI) consisting of
          the payment of one hundred percent (100%) of Executive's monthly Base
          Salary at the end of the term payable at regular intervals and
          continuation of health insurance benefits, life and disability
          insurance benefits and 401(K) benefits contemporaneous with the
          severance pay."

3.   All other terms of the Agreement shall remain the same.

     IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed as of the date first above written.


CHECKPOINT SYSTEMS, INC.

By:
    ------------------------------          -----------------------------------
                                            KEVIN P. DOWD