ASSET PURCHASE AGREEMENT

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                                                                     Exhibit 2.1

                                 EXECUTION COPY



                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement ("AGREEMENT") dated December 22, 2005 is
by and among Sato International Pte. Ltd., an entity organized under the laws of
the Republic of Singapore (and, as applicable, together with any assignees or
designees, jointly and severally "BUYER"), and Checkpoint Systems, Inc., a
Pennsylvania corporation ("SELLER").

                                    RECITALS

         Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the Acquired Business (as defined below) as a going concern.

         The parties, in consideration of the foregoing premises and the
following agreed upon terms and conditions, intending to be legally bound, agree
as follows:

1.       DEFINITIONS AND USAGE

         1.1      DEFINITIONS

                  "ACCOUNTS RECEIVABLE" - the accounts receivable reflected on
Final Statement of Net Operating Assets (as defined below in Section 2.3(e)),
consisting of the trade accounts receivable and other rights to payment from
customers of Acquired Business and the full benefit of all security for such
accounts or rights to payment, including all trade accounts receivable
representing amounts receivable in respect of goods shipped or products sold or
services rendered to customers of Acquired Business.

                  "ACQUIRED ASSETS - as defined in Section 2.1.

                  "ACQUIRED BUSINESS" - means the design, manufacture and/or
sales of: (i) with respect to North America, label converting for laser
printers, horticultural identification labeling solutions, (ii) with respect to
the United States of America, laser solutions/printers, thermal
solutions/printers, hand-held labeling solutions and the "Turn-O-Matic" ticket
dispensing systems, (iii) with respect to Europe, laser solutions/printers,
thermal barcode printers and associated thermal hardware (including track and
trace devices) and consumables (including stock/customized labels, tags and
tickets for retail, manufacturing, logistics, industrial and horticultural
applications), and (iv) with respect to the Asia Pacific region, thermal
solutions/printers, custom labels to the courier industry, prime labels to the
foodservice industry, white labels, and other specialized thermal barcode
printing applications; provided, however, that the Acquired Business shall not
include any labels or labels solutions that incorporate EAS, EM, RF or RFID
technology and Service Bureau Products. The definition of Acquired Business
shall not include the business of Checkpoint Meto Benelux B.V., Kimball Systems
B.V. and Checkpoint Systems France, S.A. with respect to which the Parties
intend to enter into a separate, but similar agreement (as far as possible under
Dutch and French law) after the necessary consultation procedures with the
workers' representation has been conducted, and the Purchase Price shall be
adjusted accordingly to reflect the exclusion of the assets of such businesses
from the Assets to be sold hereunder.
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                  "APPURTENANCES" - all privileges, rights, easements,
hereditaments and appurtenances belonging to or for the benefit of the Land,
including all easements appurtenant to and for the benefit of any Land (a
"DOMINANT PARCEL") for, and as the primary means of access between, the Dominant
Parcel and a public way, or for any other use upon which lawful use of the
Dominant Parcel for the purposes for which it is presently being used is
dependent, and all rights existing in and to any streets, alleys, passages and
other rights-of-way included thereon or adjacent thereto (before or after
vacation thereof) and vaults beneath any such streets.

                  "ASSUMED EMPLOYEES" - as defined in Section 10.1(a)(ii).

                  "ASSUMED LIABILITIES" - as defined in Section 2.4(a).

                  "BREACH" - any breach of, or any inaccuracy in, any
representation or warranty or any breach of, or failure to perform or comply
with, any covenant or obligation, in or of this Agreement or any other Contract,
or any event which with the passing of time or the giving of notice, or both,
would constitute such a breach, inaccuracy or failure.

                  "BUSINESS DAY" - any day other than (a) Saturday or Sunday or
(b) any other day on which banks in the State of Delaware, U.S.A. are permitted
or required to be closed.

                  "BUYER" - as defined in the first paragraph of this Agreement.

                  "BUYER PARTIES" - as defined in Section 11.2(a).

                  "RETAINED ASSETS" - as defined in Section 2.2.

                  "CLOSING" - as defined in Section 2.7.

                  "CLOSING DATE" - the date on which the Closing actually takes
place.

                  "COBRA - means Section 49808B of the Code (as well as its
predecessor provision, Section 162(k) of the Code) and Sections 601 through 608,
inclusive of ERISA.

                  "CODE" - the Internal Revenue Code of 1986, as amended.

                  "COMMERCIALLY REASONABLE EFFORTS" - for purposes of this
Agreement, "commercially reasonable efforts" will not be deemed to require a
Person to undertake extraordinary or unreasonable measures, including the
payment of amounts in excess of normal and usual filing fees and processing
fees, if any.

                  "CONFIDENTIAL INFORMATION" - as defined in Section 12.1.

                  "CONSENT" - any approval, consent, ratification, waiver or
other authorization.

                  "CONVEYANCE DOCUMENTS" - as defined in Section 2.8(a)(i).

                  "CONTEMPLATED TRANSACTIONS" - all of the transactions
contemplated by this Agreement.

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                  "CONTRACT" - any written agreement, contract, lease, promise
or undertaking.

                  "DISCLOSURE SCHEDULES" - all of the disclosure schedules
identified in this Agreement delivered by Seller to Buyer concurrently with the
execution and delivery of this Agreement, except as otherwise specified herein.

                  "EAS" - Electronic Article Surveillance.

                  "EM" - means electromagnetic technology.

                  "EMPLOYEE PLANS" - as defined in Section 3.16(a).

                  "EMPLOYEES RECEIVING AN OFFER" - as defined in Section
10.1(a)(i).

                  "ENCUMBRANCE" - any charge, claim, condition, equitable
interest, lien, right of way, easement, encroachment, right of first option,
right of first refusal, restriction on use, transfer, receipt of income or
exercise of any other attribute of ownership.

                  "ENVIRONMENT" - soil, land surface or subsurface strata,
surface waters (including navigable waters and ocean waters), groundwater,
drinking water supply, stream sediments, ambient air (including indoor air),
plant and animal life and any other environmental medium or natural resource.

                  "ENVIRONMENTAL, HEALTH AND SAFETY LIABILITIES" - any cost,
damages, expense, liability, obligation or other responsibility arising from or
under any Environmental Law or Occupational Safety and Health Law.

                  "ENVIRONMENTAL LAW" - any Legal Requirement that requires or
relates to: (a) advising appropriate authorities of actual Releases of
pollutants or hazardous substances or materials, violations of discharge limits
or other prohibitions; (b) preventing or reducing to acceptable levels the
Release of pollutants or hazardous substances or materials into the Environment;
(c) reducing the quantities, preventing the Release or minimizing the hazardous
characteristics of wastes that are generated; (d) reducing to acceptable levels
the risks inherent in the transportation of hazardous substances, pollutants,
oil or other potentially harmful substances; or (e) cleaning up pollutants that
have been Released or paying the costs of such clean up or prevention.

                  "ERISA" - the Employee Retirement Income Security Act of 1974,
as amended.

                  "GOVERNING DOCUMENTS" - with respect to any particular entity,
(a) if a corporation, the articles or certificate of incorporation and the
bylaws; (b) if a general partnership, the partnership agreement and any
statement of partnership; (c) if a limited partnership, the limited partnership
agreement and the certificate of limited partnership; (d) if a limited liability
company, the articles of organization and operating agreement; (e) if another
type of Person, any other charter or similar document adopted or filed in
connection with the creation, formation or organization of the Person; (f) all
equity holders' agreements, voting agreements, voting trust agreements, joint
venture agreements, registration rights agreements or other agreements or
documents relating to the organization, management or operation of any Person or
relating to the rights, duties and obligations of the equity holders of any
Person; and (g) any amendment or supplement to any of the foregoing.

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                  "GOVERNMENTAL AUTHORIZATION" - any Consent, license,
registration or permit issued, granted, given or otherwise made available by or
under the authority of any Governmental Body or pursuant to any Legal
Requirement.

                  "GOVERNMENTAL BODY" - any: (a) nation, state, county, city,
town, borough, village, district or other jurisdiction; (b) federal, state,
local, municipal, foreign or other government; (c) governmental or
quasi-governmental authority of any nature (including any agency, branch,
department, board, commission, court, tribunal or other entity exercising
governmental or quasi-governmental powers); (d) multinational organization or
body; (e) body exercising, or entitled or purporting to exercise, any
administrative, executive, judicial, legislative, police, regulatory or taxing
authority or power; or (f) official of any of the foregoing.

                  "HAZARDOUS ACTIVITY" - the distribution, generation, handling,
importing, management, manufacturing, processing, production, refinement,
Release, storage, transfer, transportation, treatment or use (including any
withdrawal or other use of groundwater) of Hazardous Material in, on, under,
about or from any of the Leased Real Property or any part thereof into the
Environment and any other act, business, operation or thing that increases the
danger, or risk of danger, or poses an unreasonable risk of harm, to persons or
property on or off the Leased Real Property.

                  "HAZARDOUS MATERIAL" - any substance, material or waste which
is regulated by Environmental Laws enacted by any Governmental Body.

                  "INDEMNIFIED PARTY" - as defined in Section 11.4.

                  "INDEMNIFYING PARTY" - as defined in Section 11.4.

                  "INTELLECTUAL PROPERTY ASSETS" - means generally, the
intellectual property in which Seller has a proprietary interest that is used in
the Acquired Business, such Intellectual Property Assets being the Meto IP
Rights and the intellectual property set forth on Schedule 2.1(f).

                  "INVENTORIES" - all inventories of the Acquired Business
reflected on Final Statement of Net Operating Assets (as defined below in
Section 2.3(e)), wherever located, including all finished goods, work in
process, raw materials, spare parts and all other materials and supplies to be
used or consumed by Acquired Business in the production of finished goods.

                  "IRS" - the United States Internal Revenue Service and, to the
extent relevant, the United States Department of the Treasury.


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                  "KNOWLEDGE" means:

                  (a) With respect to Seller: the Knowledge of Seller, or words
         of similar import, mean the actual knowledge and the knowledge that
         such individuals should have had in the performance of their normal
         duties on behalf of the respective employing entity in a reasonably
         prudent manner, without inquiry or investigation, of the following
         individuals: (i) George Off (Chairman and Chief Executive Officer),
         (ii) W. Craig Burns (Executive Vice President, Chief Financial Officer
         and Treasurer), (iii) John E. Davies, Jr. (President of Asia Pacific
         and Latin America), (iv) David C. Donnan (President of North America),
         (v) Per H. Levin (President of Europe), (vi) John R. Van Zile (Senior
         Vice President, General Counsel and Secretary, (vii) Arthur W. Todd
         (Vice President, Corporate Controller and Chief Accounting Officer,
         (viii) Mark Gentle (General Manager, Label Solutions Europe), (ix)
         Edmund Trossen (Director of Marketing and Sales, Checkpoint Systems
         GmbH, (x) Mark Lenhauser (Managing Director of Hirschhorn Facility),
         (xi) John Saccameno (Vice President and General Manager - North
         America), (xii) Joseph Podsedly (General Manager of Romeoville
         Facility), (xiii) Richard Wescott (Director of Sales Bar Code
         Solutions), (xiv) Shawn Baer (Vice President and General Manager of
         Horticulture Printing Facility), (xv) Badi Ala'i (Managing Director,
         Checkpoint Australia and New Zealand), (xvi) Michael Champness
         (Director of Supply Chain Solutions, Checkpoint Meto Limited), (xvii)
         Barry Lim (Managing Director, Checkpoint Malaysia), and (xviii)
         Christopher Powell (Director of Manufacturing, Checkpoint Meto
         Australia), or

                  (b) With respect to Buyer: the Knowledge of Buyer, or words of
         similar import, mean the actual knowledge, without investigation, of
         the following individuals: (i) Mr. Masonori Otsuka (President and COO
         of Sato Corporation), Mr. Toshihiro Waki (Managing Director of Sato
         International Pte. Ltd.), Mr. Kazuo Matsuyama (Director and General
         Manager of Sato International Pte. Ltd., and Mr. Kiyohiko Yoshii
         (Director and Senior Manager of Sato International Pte. Ltd.).

                  "LAND" - all parcels and tracts of land in which Seller has an
ownership interest.

                  "LEASE" - any Leased Real Property agreement or any other
lease or rental agreement, license, right to use or installment and conditional
sale agreement to which a Seller is a party and any other Seller Contract
pertaining to the leasing or use of any Tangible Personal Property.

                  "LEASED REAL PROPERTY" - any land, improvements and
Appurtenances subject to a Lease to which Seller is a party.

                  "LEGAL REQUIREMENT" - any legally binding federal, state,
local, municipal, foreign, international, multinational or other constitution,
law, ordinance, principle of common law, code, regulation, statute or treaty.

                  "LIABILITY" - with respect to any Person, any liability or
obligation of such Person of any kind, character or description, whether known
or unknown, absolute or contingent, accrued or unaccrued, disputed or
undisputed, liquidated or unliquidated, secured or unsecured, joint or several,
due or to become due, vested or unvested, executory, determined, determinable or
otherwise, and whether or not the same is required to be accrued on the
financial statements of such Person.

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                  "LOSSES" - defined in section 11.2(a).

                  "MATERIAL ADVERSE CHANGE" - means a change in (or effect on)
the condition (financial or otherwise), of the properties, assets, liabilities,
rights, obligations, operations or business of the Acquired Business, taken as a
whole, which change (or effect) individually or in the aggregate, is materially
adverse to such condition, properties, assets, liabilities, rights, obligations,
operations or business of the Acquired Business taken as a whole (it being
understood that changes in generally prevailing economic conditions or
conditions which affect all companies in the Acquired Business' industry in a
similar fashion do not constitute a Material Adverse Change).

                  "MATERIAL CONSENTS" - as defined in Section 7.3.

                  "MATERIAL CONTRACT" - Each Contract that relates solely to the
Acquired Business that (i) represents One Hundred Thousand Dollars ($100,000) or
more of revenues or expenses; or (ii) contains a material covenant not to
compete or otherwise significantly restricts the Seller's ability to conduct the
Business; or (iii) provides for the extension of credit to a customer other than
consistent with normal credit terms; or (iv) provides for a material guaranty or
indemnity by Seller; (v) contains a right of first refusal for any of the
Acquired Assets; or (vi) requires Seller to buy or sell goods or services with
respect to which there will be material losses or will be costs and expenses
materially in excess of expected receipts (other than as provided for or
otherwise reserved against on the most recent of the balance sheets); or (vii)
is otherwise material to the Acquired Business.

                  "NET OPERATING ASSETS" - shall mean those asset line items set
forth on Schedule 2.3(b) net of the liability line items set forth on Schedule
2.3(b), all as set forth on the Most Recent Balance Sheet (as defined in Section
2.3).

                  "OCCUPATIONAL SAFETY AND HEALTH LAW" - any Legal Requirement
designed to provide safe and healthful working conditions and to reduce
occupational safety and health hazards, including the Occupational Safety and
Health Act, and any program, whether governmental or private (such as those
promulgated or sponsored by industry associations and insurance companies),
designed to provide safe and healthful working conditions.

                  "ORDER" - any order, injunction, judgment, decree, ruling,
assessment or arbitration award of any Governmental Body or arbitrator.

                  "ORDINARY COURSE OF BUSINESS" - an action taken by a Person
will be deemed to have been taken in the ordinary course of the Acquired
Business only if that action is consistent in nature, scope and magnitude with
the past practices of Seller.

                  "PERMITTED ENCUMBRANCES" - as defined in Section 3.6.

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                  "PERSON" - an individual, partnership, corporation, business
trust, limited liability company, limited liability partnership, joint stock
company, trust, unincorporated association, joint venture or other entity or a
Governmental Body.

                  "PROCEEDING" - any action, arbitration, audit, hearing,
investigation, litigation or suit (whether civil, criminal, administrative,
judicial or investigative, whether formal or informal, whether public or
private) commenced, brought, conducted or heard by or before any Governmental
Body or arbitrator.

                  "PURCHASE PRICE" - as defined in Section 2.3.

                  "RECORD" - information that is inscribed on a tangible medium
or that is stored in an electronic or other medium and is retrievable in
perceivable form.

                  "RELEASE" - any release, spill, emission, leaking, pumping,
pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal,
leaching or migration on or into the Environment or into or out of any property.

                  "REPRESENTATIVE" - with respect to a particular Person, any
director, officer, manager, employee, agent, consultant, advisor, accountant,
financial advisor, legal counsel or other representative of that Person.

                  "RETAINED LIABILITIES" - as defined in Section 2.4(b).

                  "RF" - radio frequency.

                  "RFID" - means a radio frequency identification circuit.

                  "SCHEDULE" - a schedule contained in the Disclosure Schedules.

                  "SELLER" - means CHECKPOINT SYSTEMS, INC. or, with respect to
certain Acquired Assets owned by or vested in a Seller Local Entity, A SELLER
LOCAL ENTITY, as required by the context of this Agreement depending on the
actual ownership with respect to a specific Acquired Asset.

                  "SELLER CONTRACT" - any Contract related solely to the
Acquired Business.

                  "SELLER LOCAL ENTITY" - as defined in Section 2.1.4

                  "SERVICE BUREAU PRODUCTS" - sales, brokering, order processing
and/or production anywhere in the world, not limited to current sales by Seller
under Check-Net(R), of the following: tags and labels with either static and/or
dynamically changing variable data, graphic tags and labels, woven labels, care
labels, and other retail and/or apparel trim items, excluding EM, RF and RFID,
where customers, products, and orders are setup, received, parsed, transmitted,
shipped, and updated by electronic means or otherwise, for sales to the retail
and apparel markets.

                  "TANGIBLE PERSONAL PROPERTY" - as defined in Section 2.1(a).

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                  "TAX" - any income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium, property,
environmental, customs, vehicle, or other title or registration, capital stock,
franchise, employees' income withholding, foreign or domestic withholding,
social security, unemployment, disability, real property, personal property,
sales, use, transfer, value added, alternative, add-on minimum and other tax,
fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any
interest, penalty, addition or additional amount thereon imposed, assessed or
collected by or under the authority of any Governmental Body or payable under
any tax-sharing agreement or any other Contract.

                  "TAX RETURN" - any return (including any information return),
report, statement, schedule, notice, form, declaration, claim for refund or
other document or information filed with or submitted to, or required to be
filed with or submitted to, any Governmental Body in connection with the
determination, assessment, collection or payment of any Tax or in connection
with the administration, implementation or enforcement of or compliance with any
Legal Requirement relating to any Tax.

                  "THIRD PARTY" - a Person that is not a party to this
Agreement.

                  "THIRD PARTY CLAIM" - any claim against any Indemnified Person
by a Third Party, whether or not involving a Proceeding.

                  "TRANSFERABLE EMPLOYEES" - as defined in Section 3.15.

                  "TRANSFERRED EMPLOYEES - as defined in Section 10.1(a)(ii).

2        SALE AND TRANSFER OF ACQUIRED ASSETS; CLOSING

         2.1      ASSETS TO BE SOLD

                  2.1.1 Upon the terms and subject to the conditions set forth
in this Agreement (including the conditions listed in this Section 2.1 below),
at the Closing, Seller shall, or Seller shall cause a Seller Local Entity
(defined below in this Section 2.1) to, sell, convey, assign, transfer and
deliver to Buyer or Buyer's nominee, and Buyer or Buyer's nominee shall purchase
and acquire from Seller, free and clear of any Encumbrances other than Permitted
Encumbrances, all of Seller's, or all of Seller Local Entity's, right, title and
interest in and to the following assets of the Acquired Business as a going
concern (but excluding the Retained Assets):

                  (a) the tangible personal property items listed or described
         in Schedule 2.1.1(a), which Schedule shall be updated at Closing
         ("TANGIBLE PERSONAL PROPERTY");

                  (b) the Inventories reflected on the Final Statement of Net
         Operating Assets;

                  (c) the Accounts Receivable reflected on the Final Statement
         of Net Operating Assets;

                  (d) the Seller Contracts (including the Leased Real Property)
         listed or described in Schedule 2.1.1(d);

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                  (e) the data and Records related to the operations of the
         Acquired Business, excluding all personnel Records and other Records
         that Seller is required by law to retain in its possession (copies of
         which shall be made available to Buyer on request);

                  (f) the Intellectual Property Assets of the Acquired Business
         listed in Schedule 2.1.1(f); and

                  (g) pre-payments relating to the Acquired Business and other
         miscellaneous assets of the Acquired Business listed on Schedule
         2.1.1(g).

                  2.1.2 All of the property and assets to be transferred to
Buyer under this Section 2.1 shall be herein referred to collectively as the
"ACQUIRED ASSETS." With respect to the Schedules referenced in this Section 2.1
("ASSET SCHEDULES"), Seller hereby provides to Buyer on the date hereof a
current schedule of such Assets. Not later than five (5) days prior to the
Closing Date, Seller shall deliver to Buyer final updated Asset Schedules. Buyer
shall have an opportunity to review all such updated asset schedules and request
that Seller provide an explanation and/or support that any assets added to such
schedules are part of the Acquired Business. The final disposition of the
Acquired Assets may be adjusted by the Final Statement of Net Operating Assets
(as defined in Section 2.3(e)).

                  2.1.3 Notwithstanding the foregoing, the transfer of the
Acquired Assets pursuant to this Agreement shall not include the assumption of
any Liability related to the Acquired Assets unless Buyer expressly assumes that
Liability pursuant to Section 2.4(a).

                  2.1.4 Seller shall cause each applicable local subsidiary of
Seller (a "SELLER LOCAL ENTITY") in each of the jurisdictions where the Acquired
Assets are being transferred to transfer those Acquired Assets owned by such
Seller Local Entity to Buyer or Buyer's nominee. Seller shall cause each Seller
Local Entity to enter into a separate written agreement (each a "LOCAL
AGREEMENT") for the sale and transfer of the portion of the Acquired Assets
which are being transferred from the respective Seller Local Entity to Buyer or
a local entity of Buyer in the jurisdiction in which the assets are being
transferred. Except for modifications required pursuant to applicable laws of a
local jurisdiction, each Local European Agreement shall be substantially in the
form of the German Local Agreement unless otherwise agreed upon by the parties.
The parties agree that each Local entity shall be a third party beneficiary
under this agreement and shall have standing to enforce any rights and remedies
that it may have under this Agreement. To the extent this Asset Purchase
Agreement provides for remedies of either party, the parties acknowledge that
either party can seek remedies not only for their own damages but also for
damages of the Seller Local Entity (with respect to the Seller) or the Buyer
Local Entity (with respect to the Buyer).

                  2.1.5 In the event that the transfer of any non-material
assets from a Seller Local Entity to a nominee of Buyer cannot occur prior to
Closing due to the need for a notice or other waiting period to expire (such
assets not sold at Closing shall be referred to herein as the "PENDING ASSETS"),
the parties, in their sole discretion, shall Close on all of the transferable
Acquired Assets; provided, however, that neither party shall be required to
Close if the waiting period applies to the Acquired Assets located in Germany.
To the extent that there are Pending Assets at the end of Closing, the parties
agree that the Pending Assets shall be transferred to Buyer as soon as
practicable after such transfer is permissible under applicable local law, and
payment by Buyer will deferred until, and until such time Seller shall hold the
Pending Assets in escrow and the risk of loss therefor will not pass to Buyer
until the parties execute and deliver to the other the Local Transfer Agreement.

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                  2.1.6 The Local Agreements for Germany shall be in a form as
set out in Schedule 2.1.6 ("GERMAN LOCAL AGREEMENTS"). The Local Agreements in
the remaining jurisdictions shall be as far as possible (taking into account the
particularities of the respective jurisdiction) similar to the German Local
Agreement. The precise nature and conditions of the Local Agreements will depend
on the laws, regulations and practices applying within each of the jurisdictions
concerned. Where appropriate, the Parties to this Agreement will cause their
local subsidiaries to comply with any applicable legal requirement prior to
entering into the Local Agreements and, in particular, any obligation that may
exist to consult with relevant employee representation.

                  2.1.7 The Local Agreement of Checkpoint Systems Italia SPA
("ITALIAN LOCAL AGREEMENT") shall be based in the German Local Agreement but
shall include the following provision:

         "The respective obligations of each of the transferor/seller and
transferee/purchaser to effect the Local Agreement shall be subject to the
satisfaction at or prior to the Closing Date of the following condition:

         Each of the transferor/seller and transferee/purchaser shall have (i)
duly completed the procedure of information and consultation with trade
unions/works council set forth by Section 47 of Law No. 428 of December 29, 1990
and (ii) duly accomplished any obligations set forth by the applicable National
Bargaining Collective Agreement or any union agreements currently applied in
connection with the transactions contemplated by this Agreement."

                  2.1.8 The remaining Local Agreements shall be concluded as
soon as possible under the local Legal Requirements, in particular under the
applicable local labour law regulations.

         2.2      RETAINED ASSETS

         Notwithstanding anything to the contrary contained in Section 2.1 or
elsewhere in this Agreement, for purposes of clarity the following assets of
Seller (collectively, "RETAINED ASSETS"), together with all other assets owned
by Seller not listed as an Acquired Asset, are not part of the sale and purchase
contemplated hereunder, are excluded from the Acquired Assets and shall remain
the property of Seller after the Closing:

                  (a) all cash, cash equivalents and short-term investments
         related to the Acquired Business, except for cash attributable to any
         prepaid deposits or other items of deferred revenue set forth as an
         asset on the Statement of Estimated Net Operating Assets, as adjusted
         by the Final Statement of Net Operating Assets;

                  (b) all minute books, stock Records and corporate seals of the
         Sellers;

                  (c) all intellectual property rights in the name Meto,
         including, without limitation, all trade name, trademark, and service
         name rights ("METO IP RIGHTS");

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                  (d) all claims for refund of Taxes and other governmental
         charges of whatever nature; and

                  (e) all rights, including intellectual property, associated
         with sale of Service Bureau Products. RFID labels, tags and tickets and
         all processes associated with the design, fabrication, testing and
         implementation of RFID into consumer product, commercial and industrial
         solutions.

         2.3      CONSIDERATION

                  (a) Purchase Price. The aggregate consideration, subject to
         the application of Sections 2.6(a), 2.6(b) and 10.2 below, for the
         Acquired Assets (the "PURCHASE PRICE") shall be determined as follows:

                           (i) the Estimated Net Operating Assets Amount, as
                  determined in Section 2.3(b), paid by Buyer to Seller on the
                  Closing Date, plus

                           (ii) the Additional Cash Purchase Price, as set forth
                  in Section 2.3(c), paid by Buyer to Seller on the Closing Date
                  net of the payment of the Escrow Amount (as defined in Section
                  2.3(d) below) (the Additional Cash Purchase Price together
                  with the Estimated Net Operating Assets Amount is referred to
                  herein as the "INITIAL PURCHASE PRICE"), plus or minus

                           (iii) the Final Net Operating Assets Adjustment (as
                  determined pursuant to either Section 2.3(f) or Section
                  2.3(g)), paid in accordance with Section 2.3(h).

                  (b) Estimated Net Operating Assets Amount. The "ESTIMATED NET
         OPERATING ASSETS AMOUNT" shall be the amount designated as such on the
         Statement of Estimated Net Operating Assets (as defined in this Section
         2.3(b)). On the date hereof, Seller has prepared and delivered to Buyer
         the most recently internally prepared, un-audited, month-end balance
         sheet for the Acquired Business, attached hereto as Schedule 2.3(b),
         which will also contain an initial statement of Net Operating Assets
         amount as of such date ("MOST RECENT BALANCE SHEET"). Not later than
         5:00 p.m. eastern United States standard time on the day immediately
         preceding the Closing Date, the Seller shall deliver to Buyer an
         internally prepared, un-audited, balance sheet as of the Closing Date
         and a statement of estimated Net Operating Assets as of the Closing
         Date ("STATEMENT OF ESTIMATED NET OPERATING ASSETS"), prepared in a
         manner consistent with the Most Recent Balance Sheet and also made a
         part of Schedule 2.3(b). The Statement of Estimated Net Operating
         Assets shall include a calculation of the Estimated Net Operating
         Assets Amount. Not later than three (3) days prior to the Closing Date,
         the Seller shall provide Buyer a preliminary pro forma calculation of
         the Statement of Estimated Net Operating Assets.

                  (c) Additional Cash Purchase Price. The "ADDITIONAL CASH
         PURCHASE PRICE" is equal to US$8,579,000.

                  (d) Escrow. On the date hereof, Buyer shall initialize a wire
         transfer of US$2,025,000 (an amount equal to five percent (5%) of the
         sum of: (i) the initial statement of Net Operating Assets amount as
         shown on the Most Recent Balance Sheet plus (ii) the Additional Cash
         Purchase Price) (the "ESCROW AMOUNT") to an escrow account established
         by Chicago Title and Trust Company ("ESCROW AGENT"). The balance of the
         Initial Purchase Price will be paid by Buyer to Seller on the Closing
         Date via wire transfer of immediately available funds. The Escrow
         Amount will be held and distributed by the Escrow Agent in accordance
         with the terms and provisions of an escrow agreement which will be
         executed and delivered by the parties hereof concurrently with the
         execution and delivery of this Agreement.

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                  (e) Seller's Preparation of Final Statement of Net Operating
         Assets. As promptly as possible following the close of business on the
         Closing Date, but in no event later than forty-five (45) days after the
         Closing Date, the Seller shall prepare, at the expense of Seller, a
         final statement of Net Operating Assets ("FINAL STATEMENT OF NET
         OPERATING ASSETS"). Seller shall prepare the Final Statement of Net
         Operating Assets in a manner consistent with the Most Recent Balance
         Sheet, the Estimate Statement of Net Operating Assets and shall include
         a calculation, based upon the Final Statement of Net Operating Assets,
         of either: (i) an increase to the Estimated Net Operating Assets Amount
         or (ii) a decrease to the Estimated Net Operating Assets Amount ("FINAL
         NET OPERATING ASSETS ADJUSTMENT") as part of the Final Statement of Net
         Operating Assets.

                  (f) Buyer's Review. Buyer shall have a period of forty-five
         (45) days following delivery to it of the Final Statement of Net
         Operating Assets to review, at the expense of the Buyer, the Final
         Statement of Net Operating Assets and the calculation of the Final Net
         Operating Assets Adjustment. Seller agrees to provide to Buyer
         materials or information in its possession reasonably required by Buyer
         to review the preparation of the Final Statement of Net Operating
         Assets and the calculation of the Final Net Operating Assets
         Adjustment. In the event that Buyer does not provide written notice to
         Seller within such forty-five (45) day period that Buyer disagrees with
         the Final Statement of Net Operating Assets and/or the calculation of
         the Final Net Operating Assets Adjustment ("NOTICE OF DISAGREEMENT"),
         then such Final Statement of Net Operating Assets shall be deemed
         final.

                  (g) Independent Review. In the event Buyer provides Seller
         with a Notice of Disagreement and the parties have not resolved such
         disagreement and made an appropriate payment in connection therewith
         within thirty (30) days after the date of delivery of the Notice of
         Disagreement, the parties shall submit to a KPMG LLP ("INDEPENDENT
         AUDITOR") such Initial Statement, Statement of Estimated Net Operating
         Assets, the Final Statement of Net Operating Assets and calculation of
         the Final Net Operating Assets Adjustment, the Most Recent Balance
         Sheet, the Notice of Disagreement, and any other documents or
         information which the parties deem, or the Independent Auditor deems,
         pertinent in order to make a final and binding determination of any
         issues as to which the parties are in disagreement. The Independent
         Auditor shall advise the parties of its decision relative to the
         controversy within sixty (60) days (or as soon as practicable) after
         its receipt of the applicable statements and other documents or
         information which it has requested and at such time the Final Net
         Assets Adjustment shall be deemed final. Such firm shall be acting as
         an arbitrator and not as an auditor and shall decide only those issues
         as to which the parties are not in agreement. The fees and expenses of
         the Independent Auditor shall be equally apportioned between the Buyer
         and the Seller.

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<PAGE>

                  (h) Payment of Final Net Operating Assets Adjustment. Within
         fifteen (15) days after the final determination of the Final Net
         Operating Assets Adjustment as provided in either Section 2.3(f) or
         Section 2.3(g), (i) if the Final Net Operating Assets Adjustment
         results in an increase from the Initial Purchase Price, Buyer shall pay
         to Seller by wire transfer in immediately available funds such increase
         together with interest thereon from the Closing Date to the date of
         payment thereof, at an interest rate equal to the "prime rate" as
         published in The Wall Street Journal (the "PRIME RATE") in effect on
         the date of determination of the Final Net Operating Assets Adjustment
         ("ACCRUED INTEREST"), and (ii) if the Final Net Operating Assets
         Adjustment results in a decrease from the Initial Purchase Price,
         Seller shall pay to Buyer by wire transfer in immediately available
         funds such decrease together with the Accrued Interest. In the event
         that a party does not make its total payment as required by this
         Section 2.3(h), then the unpaid amount shall accrue interest at an
         annual rate equal to the Prime Rate plus five percent (5%) until fully
         paid.

         2.4      LIABILITIES

                  (a) Assumed Liabilities. On the Closing Date, Buyer shall
         assume and agree to pay, discharge or perform, as appropriate, the
         following liabilities and obligations of Seller (the "ASSUMED
         LIABILITIES"):

                           (i) all trade accounts payable and accrued
                  liabilities reflected on the Final Statement of Net Operating
                  Assets;

                           (ii) any warranty obligations of Seller under written
                  warranty agreements and statutory and common law warranty
                  obligations to customers of the Acquired Business in the
                  Ordinary Course of Business prior to the Closing Date; and

                           (iii) any obligations of Seller under the Seller
                  Contracts listed or described on Schedule 2.1(d) arising
                  subsequent to the Closing Date.

                  (b) Retained Liabilities. The Retained Liabilities (AS
         HEREINAFTER DEFINED) shall remain the sole responsibility of and shall
         be retained, paid, performed and discharged solely by Seller. "RETAINED
         LIABILITIES" shall mean every Liability of Seller other than the
         Assumed Liabilities.

         2.5      ALLOCATION

         The Purchase Price shall be allocated in each jurisdiction where a
Local Seller Entity transfers its Acquired Assets in accordance with Schedule
2.5. In any Proceeding related to the determination of any Tax, neither Buyer
nor Seller shall contend or represent that such allocation is not a correct
allocation.


                                       13
<PAGE>

         2.6      POST-CLOSING ADJUSTMENTS TO THE PURCHASE PRICE

                  (a) Accounts Receivable. Buyer shall use its Commercially
         Reasonable Efforts to collect all Accounts Receivable, but shall not be
         required to institute litigation or refer uncollectible receivables to
         any collection agency. Any transferred Accounts Receivable which are
         not paid to Buyer within one hundred twenty (120) days of Closing shall
         be reassigned and transferred to Seller at face value and Buyer shall
         forthwith receive a payment for the amount so reassigned and
         transferred. On the 60th and 90th day following Closing, Buyer shall
         provided to Seller an Accounts Receivable aging report in writing. At
         any time after the 90th day following Closing, Seller may elect to have
         any Account Receivable reassigned to Seller and Buyer shall reassign
         such Account Receivable to Seller concurrently with Seller's payment to
         Buyer therefor.

                  (b) Inventory. On the first anniversary of Closing, Buyer
         shall prepare and deliver to Seller a written schedule of all obsolete,
         non-usable Inventory and shall reassign and transfer to Seller such
         items at an amount equal to the value assigned to such item on the
         Final Statement of Net Operating Assets and Buyer shall forthwith
         receive payment for all inventory so reassigned and transferred.

         2.7      CLOSING

         The purchase and sale provided for in this Agreement (the "CLOSING")
will take place at the offices of Buyer's counsel at 233 North Michigan Avenue,
Suite 1720, Chicago 60601 at 10:00 a.m. (local time) on January 26, 2005, unless
Buyer and Seller otherwise agree. The Closing shall be deemed effective at 11:59
p.m. (local time) that same day with respect to each Seller. Subject to the
provisions of Article 9, failure to consummate the purchase and sale provided
for in this Agreement on the date and time and at the place determined pursuant
to this Section 2.7 will not result in the termination of this Agreement and
will not relieve any party of any obligation under this Agreement. In such a
situation, the Closing will occur as soon as practicable, subject to Article 9.

         2.8      CLOSING OBLIGATIONS

         In addition to any other documents to be delivered under other
provisions of this Agreement, at the Closing:

                  (a) Seller shall deliver to Buyer:

                           (i) such bills of sale, assignment and assumption
                  agreements, the German Local Agreements, the Italian Local
                  Agreement and all other Local Agreements and other instruments
                  of transfer; release of lien instruments, and conveyance as
                  may reasonably be requested by Seller and/or Buyer, each in
                  form and substance satisfactory to the parties and their legal
                  counsel as appropriate and executed by Seller (without
                  limitation, "CONVEYANCE DOCUMENTS");

                           (ii) assignments of all intellectual property set
                  forth on Schedule 2.1(f) executed by Seller;

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<PAGE>

                           (iii) non-competition and non-solicitation agreements
                  in the form of EXHIBIT 2.8(A)(iii), for the benefit of Buyer
                  with respect to the Acquired Assets, executed by Seller;

                           (iv) a certificate executed by Seller as to the
                  material accuracy of their representations and warranties as
                  of the date of this Agreement and as of the Closing in
                  accordance with Section 7.1 and as to their material
                  compliance with and performance of their covenants and
                  obligations to be performed or complied with at or before the
                  Closing in accordance with Section 7.2;

                           (v) a certificate of the Secretary of Seller
                  certifying, as complete and accurate as of the Closing,
                  attached copies of the Governing Documents of Seller,
                  certifying and attaching all requisite resolutions or actions
                  of Seller's board of directors (and shareholders, if required
                  by the Governing Documents or by any legal requirement)
                  approving the execution and delivery of this Agreement and the
                  consummation of the Contemplated Transactions and certifying
                  to the incumbency and signatures of the officers of Seller
                  executing this Agreement and any other document relating to
                  the Contemplated Transactions and accompanied by the requisite
                  documents for amending the relevant Governing Documents of
                  Seller required to effect such change of name in form
                  sufficient for filing with the appropriate Governmental Body;

                           (vi) the legal opinion of counsel to Seller, as to
                  the organization and authority of Checkpoint Systems, Inc. to
                  enter into this Agreement and the enforceability of this
                  Agreement with respect to Checkpoint Systems, Inc.

                           (vii) duly executed assignments of leases for each of
                  the Leased Real Property and all other material Leases assumed
                  by Buyer with applicable consents from each such lessor or
                  other party thereto, as applicable and where required.

                  (b) Buyer shall deliver to Seller as the case may be:

                           (i) the Initial Purchase Price to an account
                  specified by Seller in a writing delivered to Buyer at on the
                  Closing Date;

                           (ii) all Conveyance Documents executed by Buyer;

                           (iii) non-competition and non-solicitation agreements
                  in the form of EXHIBIT 2.8(B)(iii) (subject to completion of
                  the exhibits thereto), for the benefit of Seller with respect
                  to Seller's business not transferred hereunder, executed by
                  Buyer;

                           (iv) a certificate executed by Buyer as to the
                  material accuracy of its representations and warranties as of
                  the date of this Agreement and as of the Closing in accordance
                  with Section 8.1 and as to its material compliance with and
                  performance of its covenants and obligations to be performed
                  or complied with at or before the Closing in accordance with
                  Section 8.2; and

                                       15
<PAGE>

                           (v) a certificate of the Secretary of Buyer
                  certifying, as complete and accurate as of the Closing,
                  attached copies of the Governing Documents of Buyer and
                  certifying and attaching all requisite resolutions or actions
                  of Buyer's board of directors approving the execution and
                  delivery of this Agreement and the consummation of the
                  Contemplated Transactions and certifying to the incumbency and
                  signatures of the officers of Buyer executing this Agreement
                  and any other documents relating to the Contemplated
                  Transactions.

         2.9 Break-up Fee. In the event that the Closing of the Contemplated
Transactions does not occur on or before February 28, 2006 due to Buyer's
failure to materially perform its obligations under this Agreement, where such
failure is not due to Seller's failure to materially perform its obligations
under this Agreement, Buyer shall pay to Seller, an amount equal to One Million
US Dollars (US $1,000,000) in immediately available funds, via wire transfer to
an account designated by Seller, payable immediately out of the Escrow Amount
(the "BREAK-UP FEE").

3.       REPRESENTATIONS AND WARRANTIES OF SELLER

         No specific representation or warranty shall limit the generality or
applicability of a more general representation or warranty. Representations and
warranties of the Seller are initially made as of the date hereof. All
representations and warranties of Seller are made subject to the exceptions
noted in the Schedules delivered by Seller to Buyer concurrently herewith and
incorporated herein by reference. All exceptions noted in the Schedules are
numbered to correspond with the applicable paragraph of Article III to which
such exception refers. All representations and warranties shall be certified to
as of the Closing Date pursuant to Section 7.1. Except as otherwise indicated on
the Schedules, each Seller Local Entity and Seller, jointly and severally,
represents and warrants to Buyer as follows:

         3.1      ORGANIZATION AND AUTHORITY

         Each Seller is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, with full
corporate power and authority to conduct its business as it is now being
conducted, to own or use the properties and assets that it purports to own or
use, and to perform all its obligations hereunder and under the Seller
Contracts.

         3.2      ENFORCEABILITY; NO CONFLICT

                  (a) This Agreement constitutes the legal, valid and binding
         obligation of each Seller, enforceable against each Seller in
         accordance with its terms. Upon the execution and delivery by each
         Seller of each agreement to be executed or delivered by any or all of
         Seller at the Closing (collectively, the "SELLER'S CLOSING DOCUMENTS"),
         each of Seller's Closing Documents will constitute the legal, valid and
         binding obligation of each Seller, enforceable against each of them in
         accordance with its terms. Each Seller has the absolute and
         unrestricted right, power and authority to execute and deliver this
         Agreement and the Seller's Closing Documents to which it is a party and
         to perform its obligations under this Agreement and the Seller's
         Closing Documents and to transfer, convey and sell to Buyer at the
         Closing the Acquired Assets to be sold, and such action has been duly
         authorized by all necessary action by Seller.

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<PAGE>

                  (b) Except as set forth in Schedule 3.2(b), neither the
         execution and delivery of this Agreement or any of the Seller's Closing
         Documents nor the consummation or performance of any of the
         Contemplated Transactions will, directly or indirectly (with or without
         notice or lapse of time, or both):

                           (i) Breach (A) any provision of any of the Governing
                  Documents of Seller, (B) any resolution currently in effect as
                  adopted by the board of directors or the shareholder(s) of
                  Seller, or (C) any Legal Requirement;

                           (ii) Breach any provision of, or give any Person the
                  right to declare a default or exercise any remedy under, or to
                  accelerate the maturity or performance of, or payment under,
                  or to cancel, terminate or modify, any material Seller
                  Contract; or

                           (iii) result in the imposition or creation of any
                  Encumbrance upon or with respect to any of the Acquired
                  Assets.

                  (c) Except as set forth in Schedule 3.2(c), Seller has given
         all notices to or obtained every Consent from any Person in connection
         with the execution and delivery of this Agreement or, prior to or on
         Closing, any of the Seller's Closing Documents or the consummation or
         performance of any of the Contemplated Transactions, except where the
         absence of such notice or Consent would not have, either individually
         or in the aggregate, a Material Adverse Change.

         3.3      FINANCIAL STATEMENTS

         Seller has delivered to Buyer the un-audited, internally prepared, pro
forma statement of operations and statement of assets and liabilities for the
12-month period ended December 26, 2004 and the 6-month period ended June 26,
2005 and the 9-month period ended September 25, 2005, each attached hereto on
Schedule 3.3(a). Since December 26, 2004, there has been no change in the
accounting policies, practices or procedures relating to the Acquired Business
undisclosed to the Buyer.

         3.4      ACQUIRED ASSETS

         Except for the Retained Assets, the Acquired Assets, which Seller is
selling to Buyer hereunder, constitute all of the assets, tangible and
intangible, set forth on the Estimated Statement of Net Operating Assets, as
adjusted by the Final Statement of Net Operating Assets, and are, as of the date
hereof, and will be, as of the Closing Date, utilized by Seller in the Acquired
Business.

         3.5      DESCRIPTION OF LEASED REAL PROPERTY

                  (a) [Intentionally Omitted].

                  (b) Schedule 3.5(b) contains an accurate description (by
         location, name of lessor, date of Lease and term expiry date) of all
         Leased Real Property to be assigned or sublet to Buyer.

                                       17
<PAGE>

                  (c) Seller has been in peaceable possession since the
         commencement of the original term of its Leases and is not in material
         default thereunder and no waiver, indulgence or postponement of the
         obligations of Seller under any lease has been granted by any lessor.
         Each such lease is in full force and effect and to Seller's Knowledge,
         the lessor is not in default thereof, and no occurrence, condition, or
         act, including the execution and delivery of this Agreement and the
         other agreements and transactions contemplated thereby, which (with or
         without notice or lapse of time or both) would constitute a default
         thereunder.

         3.6      TITLE TO ASSETS; ENCUMBRANCES

         Seller owns good and transferable title to all of the Acquired Assets
free and clear of any Encumbrances other than those described in Schedule 3.6
("PERMITTED ENCUMBRANCES"). Upon consummation of the Closing, Buyer will acquire
from each Seller legal and beneficial ownership of, and good and marketable
title to, the Acquired Assets, free and clear of encumbrances except the
Permitted Encumbrances.

         3.7      CONDITION OF PROPERTY

                  (a) Use of the Leased Real Property for the various purposes
         for which it is presently being used is permitted as of right under all
         applicable zoning legal requirements and is not subject to "permitted
         nonconforming" use or structure classifications. All improvements are
         in compliance with all applicable Legal Requirements, including those
         pertaining to zoning, building and the disabled, are in good repair and
         in good condition, ordinary wear and tear excepted, and are free from
         latent and patent defects.

                  (b) Each item of Tangible Personal Property is suitable for
         immediate use in the Ordinary Course of Business in a manner consistent
         with historical use. No item of Tangible Personal Property is in need
         of repair or replacement other than as part of routine maintenance in
         the Ordinary Course of Business. Except as disclosed in Schedule
         3.7(b), all Tangible Personal Property used in Seller's business is in
         the possession of Seller.

         3.8      ACCOUNTS RECEIVABLE

         All Accounts Receivable that are reflected on the Final Statement of
Net Operating Assets represent or will represent valid obligations arising from
sales actually made or services actually performed by Seller in the Ordinary
Course of Business.

         3.9      INVENTORIES

         All items included in the Inventories consist of a quality and quantity
usable and, with respect to finished goods, saleable, in the Ordinary Course of
Business of Seller.

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<PAGE>

         3.10     NO MATERIAL ADVERSE CHANGE

         Since June 30, 2005 and except as set forth on Schedule 3.10, there has
been:

                  (a) no Material Adverse Change with respect to the Acquired
         Business or any Leased Real Property;

                  (b) no express waiver or release by any Seller of any material
         right of any Material Contract;

                  (c) no change in or event affecting the Acquired Business that
         is reasonably likely to have a Material Adverse Change;

                  (d) no casualty, loss, damage or destruction (whether or not
         covered by insurance) of any of the Acquired Assets or the Leased Real
         Property, or that has involved or is reasonably likely to involve a
         loss, individually, of more than Twenty-Five Thousand Dollars ($25,000)
         or, in the aggregate, of more than One Hundred Thousand Dollars
         ($100,000); and

                  (e) no written notice received from any material customer or
         supplier of the Acquired Business to the effect that such customer or
         supplier intends to terminate or materially decrease expected ongoing
         purchases from, or sales to, as the case may be, Seller and Seller has
         no Knowledge of such termination or decrease.

         3.11