CHECKPOINT SYSTEMS INC
M SMITH FIRST AMENDMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ms2.txt
<DESCRIPTION>M SMITH FIRST AMENDMENT
<TEXT>
         FIRST AMENDMENT TO
        EMPLOYMENT AGREEMENT


This First Amendment to Employment Agreement is
made as of the 1st day of July, 1997 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 ("Agreement"); and

WHEREAS, the parties wish to amend such Agreement
as set forth herein;

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

1.  Article 1. Employment and Terms is hereby extended so
that the expiration date shall be for a term of two (2)
years beginning July 1, 1997.

2.  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:                       BY:
   ------------------         ----------------------------

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





</TEXT>
</DOCUMENT>
