EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of February 13, 2008, between Harland Clarke Holdings Corp., a Delaware corporation (the " Company "), and Peter Fera (the " Executive ").

WHEREAS, on May 2, 2007, Harland Clarke Corp. (" Harland Clarke "), the Company and the Executive entered into a new Employment Agreement (the " Existing Employment Agreement "); and

WHEREAS, the Company and the Executive wish to modify the terms of employment set forth in the Existing Employment Agreement.

Accordingly, the Company and the Executive hereby agree as follows:

1.1          Employment, Duties . The Company hereby employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company as Executive Vice President and Chief Financial Officer of the "Harland Clarke Business", or in such other executive position as may be mutually agreed upon by the Company and the Executive, and to perform such other duties consistent with such position as may be assigned to the Executive by the Board of Directors of Harland Clarke Holdings Corp. (the " !Board "). During the Term, the Executive shall report solely to the CEO (or his designee). For purposes of this Agreement, the term "Harland Clarke Business" shall mean the business of the provision of checks and related products, direct marketing and contract center services to financial and commercial institutions and individuals, and any future businesses from time to time included in or added to such businesses.

1.2          Acceptance . The Executive hereby accepts such employment and agrees to render the services described above. During the Term, the Executive agrees to serve the Company faithfully and to the best of the Executive's ability, to devote the Executive's entire business time, energy and skill to such employment, and to use the Executive's best efforts, skill and ability to promote the Company's interests. The Executive further agrees to accept election, and to serve during all or any part of the Term, as an officer or director of the Company and of any subsidiary or affiliate of the Company, without any compensation therefor other than that specified in this Agreement, if elected to any such position by the shareholders or by the Board or of any subsidiary or affiliate, as the case may be.

1.3          Location . The duties to be performed by the Executive hereunder shall be performed primarily at the offices of the Company in San Antonio, Texas, subject to reasonable travel requirements on behalf of the Company.

2.1          The Term . This Agreement and the term of the Executive's employment under this Agreement (the " Term ") shall become effective as of January 1, 2008 (the " Effective Date ") and will continue until December 31, 2009 (the " Termination Date "), subject to earlier termination pursuant to Section 4.

2.2          End-of-Term Provisions . Prior to the end of the Term, the Company and the Executive shall meet to discuss whether the Term should be extended. The Company shall have the right at any time, however, to give written notice of non-renewal of the Term. In the event of non-renewal of the Term by the Company and the Executive's employment is terminated after the end of the Term, other than for Cause (as defined below), or Disability (as defined below) following such notice of non-renewal, then such termination shall be treated as a termination without Cause and the Restricted Period (as defined below) shall be reduced to a period of one year post termination of employment (the " Reduced Restricted Period "). During such Restricted Period, the Executive shall receive 50% of the payments set forth in Sections 4.4(i) and 4.4(ii), subject to Executive's signing and not revoking the release of claims as set forth in Section 4.6. For the avoidance of doubt, if the Company is willing to extend the Term and Executive does not agree to extend the Term, then upon such termination of employment at the end of the Term, the Executive shall be bound by the restrictive covenants set forth in Section 5 below, the Restricted Period shall not be reduced and Executive shall not be entitled to receive any severance benefits with respect to such termination. Notwithstanding the foregoing, the terms of this Section 2.2 will not impact any payments or other benefits to which the Executive would then be entitled under normal Company policies or the LTIP (as defined below) pursuant to the terms thereof.

3.1          Salary . As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay the Executive a base salary, payable in accordance with the Company's normal payroll practices, at the annual rate of not less than $450,000 (effective January 1, 2008) less such deductions or amounts to be withheld as required by applicable law and regulations (the " Base Salary "). In the event that the Company, in its sole discretion, from time to time determines to increase the Base Salary, such increased amount shall, from and after the effective date of the increase, constitute "Base Salary" for purposes of this Agreement.

3.2.1              Annual Bonus . Commencing with the 2008 fiscal year, the Executive will be eligible to receive a bonus with respect to 2008 and each later fiscal year ending during the Term computed in accordance with the provisions hereafter. If, with respect to any such fiscal year, the Harland Clarke Business achieves "Consolidated EBITDA" (as defined below) of at least the percentage set forth in the table below of its business plan for such fiscal year, such bonus shall be the percentage set forth in the table below of Base Salary with respect

to the fiscal year for which the bonus (any such bonus, an " Annual Bonus ") was earned:

An Annual Bonus if earned in accordance with this Agreement shall be paid no later than the fifteenth day of the third month next following the year with respect to which such bonus was earned, provided that, except as otherwise specifically provided in this Agreement (including, without limitation, Section 4.4), as a condition precedent to any bonus entitlement the Executive must remain in employment with the Company at the time that the Annual Bonus is paid. Notwithstanding the foregoing, to the extent that Section 162(m) of the Internal Revenue Code of 1986, as amended (the " Code "), may be applicable, such Annual Bonus shall be subject to, and contingent upon, such shareholder approval as is necessary to cause the Annual Bonus to qualify as "performance-based compensation" under Section 162(m) of the Code and the regulations promulgated thereunder as well as approval of this Section 3.2.1 by the MFW Compensation Committee and any other required committees.

For the purposes of this Agreement, " Consolidated EBITDA " means for any fiscal year of the Company, consolidated operating income for such fiscal year of the Harland Clarke Business plus, without duplication, the sum of (i) depreciation and amortization expense (excluding amounts of prepaid incentives under customer contracts), (ii) any extraordinary non-cash expenses or losses, (iii) any costs and expenses incurred in connection with the Transaction, (iv) allocation of fees charged by MFW or a subsidiary to the Company relating to the operation of the Harland Clarke Business and (v) all restructuring costs (as defined under U.S. generally accepted accounting principles), in the case of clauses (i) through (v) above, solely with respect to the Harland Clarke Business, and minus (x) to the extent included in the statement of such consolidated net income for such period, the sum of any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated operating income for such period, gains on the sales of assets outside of the ordinary course of business), and (y) any cash payments made during such period

in respect of items described in clause (ii) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of consolidated operating income, in the case of clauses (x) and (y) above, solely with respect to the Harland Clarke Business, all as determined on a consolidated basis, all of the foregoing to be determined by the Board or the MFW Compensation Committee, as applicable. For the purposes of determining compensation milestones for any fiscal year, Consolidated EBITDA will be adjusted by the Board or the MFW Compensation Committee, as applicable, as appropriate for material acquisitions or dispositions of any business or assets of or by the Harland Clarke Business or its subsidiaries for such fiscal year and thereafter.

3.2.2              New Long Term Incentive Plan . During the Term, the Executive shall participate in the M&F Worldwide Corp. 2008 Long Term Incentive Plan Award Agreement for Participating Executives of the "Harland Clarke business" (the "LTIP"). The specific terms of such award shall be set forth in an Award Agreement entered into with the Executive on or about the date hereof. If the Term is extended, the Executive shall participate in a new Long Term Incentive Plan that shall commence after the LTIP ends. Notwithstanding the foregoing, to the extent that Section 162(m) of the Code may be applicable, the LTIP (and any subsequent Long Term Incentive Plan) shall be subject to, and contingent upon, such shareholder approval as is necessary to cause the LTIP to qualify as "performance-based compensation" under Section 162(m) of the Code and the regulations promulgated thereunder

3.2.3              Existing Long Term Incentive Plan . The Executive's existing Long Term Incentive Plan Award pursuant to the MFW 2005 Long Term Incentive Plan (the " Prior LTIP ") shall be cancelled in exchange for the cash payments in the next sentence. For fiscal year 2006, Executive shall receive a cash payment of $292,357 (based on reported results for 2006) and for fiscal year 2007 Executive shall receive a cash payment in an amount approved by the MFW Compensation Committee (collectively, the " Prior LTIP Payments "). The Prior LTIP Payments shall be paid to Executive as soon as practicable in order to avoid application of an additional or accelerated tax under Section 409A of the Code (as more fully set forth in Section 4.7 herein). For the avoidance of doubt, after Executive receives the Prior Plan Payments, Executive shall have no further right to any payment in respect of his Award under the Prior LTIP and the Prior LTIP shall be cancelled, effective not later than December 31, 2007.

3.3          Business Expenses . The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive during the Term in the performance of the Executive's services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as the Company customarily may require of its officers provided , however , that the maximum amount available for such expenses during any period may be fixed in advance by the Board.

3.4          Vacation . During the Term, the Executive shall be entitled to a vacation period or periods of four (4) weeks during any fiscal year taken in accordance with the vacation policy of the Company during each year of the Term. Vacation time not used by the end of a year shall be forfeited.

3.5          Fringe Benefits . During the Term, the Executive shall be entitled to all benefits for which the Executive shall be eligible under any qualified pension plan, 401(k) plan, group insurance or other so-called "fringe" benefit plan which the Company provides to its executive employees generally, which benefits may be subject to change to reflect the objectives and requirements of the Transaction.

4.1          Death . If the Executive dies during the Term, the Term shall terminate forthwith upon the Executive's death. The Company shall pay to the Executive's estate: (i) any Base Salary earned but not paid; (ii) a pro rated Annual Bonus based on the number of days of the fiscal year worked by the Executive; (iii) amounts payable under the LTIP in accordance with the terms thereof and (iv) Annual Bonus for the year prior to the year in which the Executive dies if at the time of death the Executive has earned an Annual Bonus payment for such prior year and has not yet been paid such Annual Bonus. The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement, except to the extent already earned and vested as of the day immediately prior to his death, or as earned, vested, or accrued by virtue of his death.

4.2          Disability . If, during the Term the Executive is unable to perform his duties hereunder due to a physical or mental incapacity for a period of 6 months within any 12 month period (hereinafter a " Disability "), the Company shall have the right at any time thereafter to terminate the Term upon sending written notice of termination to the Executive. If the Company elects to terminate the Term by reason of Disability, the Company shall pay to the Executive promptly after the notice of termination: (i) any Base Salary earned but not paid, (ii) a pro rated Annual Bonus based on the number of days of the fiscal year worked by the Executive until the date of the notice of termination, (iii) amounts payable under the LTIP in accordance with the terms thereof, in each case less any other benefits payable to the Executive under any disability plan provided for hereunder or otherwise furnished to the Executive by the Company and (iv) Annual Bonus for the year prior to the year in which the Executive is terminated if at the time of termination the Executive has earned an Annual Bonus payment for such prior year and has not yet been paid such Annual Bonus. The Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement except to the extent already earned and vested as of the day immediately prior to his termination by reason of Disability, or as earned, vested, or accrued by virtue of his Disability.

4.3          Cause. The Company may at any time by written notice to the Executive terminate the Term for "Cause" (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive

no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, " Cause " means: (i) continued neglect by the Executive of the Executive's duties hereunder, (ii) continued incompetence or unsatisfactory attendance, (iii) conviction of any felony, (iv) violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, (v) willful misconduct by the Executive in connection with the performance of any material portion of the Executive's duties hereunder, (vi) breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, (vii) breach of any provision of this Agreement, including any non-competition, non-solicitation and/or confidentiality provisions hereof, (viii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or rule that constitutes material insubordination, (x) engaging in any discriminatory or sexually harassing behavior, or (xi) using, possessing or being impaired by or under the influenc