FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

                                                                     Exhibit 2.3


      FIRST   AMENDMENT   dated as of the 30th day of December,   2005 (this "First
Amendment")   between   Checkpoint   Systems,   Inc.,   a   Pennsylvania    corporation
("Seller")   and   Sielox,    LLC,   a   Delaware   limited    liability   company   (the
"Purchaser").

      WHEREAS,   Purchaser and Seller are parties to that certain Asset   Purchase
Agreement dated as of November 4, 2005 (the "Asset Purchase Agreement"); and

      WHEREAS,   Purchaser and Seller   desire to amend certain   provisions of the
Asset Purchase Agreement in the manner provided herein.

      NOW, THEREFORE,   in for good and valuable   consideration,   the receipt and
sufficiency of which are hereby acknowledged,   and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

1. Section 4.1 of the Asset Purchase   Agreement shall be amended and restated as
follows:

            Closing.   The   closing   of the   transactions   contemplated   by   this
      Agreement   (the   "Closing")   shall be   deemed   effective   on either of the
      following dates, as determined by Purchaser in its sole discretion: (i) as
      of the end of business on December 30, 2005, or (ii) the date on which the
      wire   transfer   of the   Purchase   Price is made by   Purchaser   pursuant to
      Section 3.1 of the Agreement (the "Closing Date").

2. Section 9.2(b) of the Asset Purchase   Agreement shall be amended and restated
as follows:

            Purchaser's   Agreement   to   Indemnify.   Subject   to   the   terms   and
      conditions   of this   Article IX,   Purchaser   hereby   agrees to   indemnify,
      defend and hold   harmless   Seller and its   members,   officers,   directors,
      employees,   agents,   Affiliates,   successors   and   permitted   assigns (the
      "Seller Group"),   after consummation of the Closing,   from and against any
      and all Damages   incurred by any member of the Seller   Group to the extent
      arising from or   attributable to (i) the breach of any   representation   or
      warranty of   Purchaser   contained   in this   Agreement   or any of the Other
      Agreements,   (ii) any breach of any   covenant or   agreement   of   Purchaser
      contained   in this   Agreement   or any of the Other   Agreements,   (iii) the
      Assumed   Liabilities or (iv) any liability   directly caused by Purchaser's
      decision to deem the Closing Date to be as of December 30, 2005,   however,
      only to the extent such liability would not have been incurred by a member
      of the Seller Group if payment of the Purchase   Price was made on December
      30, 2005.   Claims by any member of th