TAX SHARING AGREEMENT

                                                                  
EXECUTION COPY

                              
TAX SHARING AGREEMENT

          
This Tax Sharing Agreement (the "Agreement"), dated as of December
15,

2005, is entered into by and among M&F WORLDWIDE CORP., a
Delaware corporation

("Parent"), CLARKE AMERICAN CORP., a Delaware corporation
("Clarke"), and PCT

INTERNATIONAL HOLDINGS INC., a Delaware corporation, ("PCT").

                                    
RECITALS

          
WHEREAS, Parent is the common parent corporation of an affiliated

group of corporations within the meaning of Section 1504(a) of the
Internal

Revenue Code of 1986, as amended (the "Code"), that has elected to
file

consolidated federal income tax returns and PCT is a member of such
group.

          
WHEREAS, Parent, Clarke and PCT desire, to the extent permitted by
the

Code, and the regulations promulgated thereunder (the "Treasury
Regulations"),

that the PCT Group and the Clarke Group (each as defined below) be
included in

the Parent Consolidated Group as defined below;

          
WHEREAS, Parent, Clarke and PCT desire, to the extent permitted by

applicable foreign, state and local law, that members of the Parent
Consolidated

Group shall be included in the filing of consolidated, combined or
unitary tax

returns for state tax purposes if so requested by Parent;

          
WHEREAS, Parent, Clarke and PCT wish to allocate and settle among

themselves in an equitable manner (i) the consolidated federal
income tax

liability, (ii) any applicable consolidated, combined or unitary
tax liability

for foreign, state and/or

                                                                   
           
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local tax purposes, and (iii) certain other tax matters, for
Agreement Years (as

defined herein); and

          
WHEREAS, Clarke and PCT desire to be indemnified by Parent with

respect to certain tax liabilities, and Parent is willing to so
indemnify such

parties.

          
NOW, THEREFORE, in consideration of the mutual covenants contained

herein, the parties agree as follows:

          
1. Definitions.

          
For purposes of this Agreement, the following terms shall be
defined

as follows:

               
(a) "Agreement Year" for each Subgroup shall mean, (i) with

respect to federal income taxes, any taxable year or portion
thereof beginning

on or after the date hereof with respect to which a consolidated
federal income

tax return is properly filed by Parent on behalf of the Parent
Consolidated

Group which includes the PCT Subgroup or the Clarke Subgroup, as
applicable, and

(ii) with respect to foreign, state or local income or franchise
taxes, any

taxable year or portion thereof beginning on or after the date
hereof with

respect to which a Combined Return is properly filed.

        
       
(b) "Clarke Subgroup" shall mean the affiliated group of

corporations (including any predecessors and successors thereto)
within the

meaning of Section 1504(a) of the Code, of which Clarke would be
the common

parent if it were not included in the Parent Consolidated Group.

               
(c) "Combined Return" shall mean any consolidated, combined or

unitary tax return filed for foreign, state or local income or
franchise tax

purposes which includes (x) one or more members of the PCT Subgroup
and one or

more

                                                                   
           
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other members of the Parent Consolidated Group (without reference
to the PCT

Subgroup) or (y) one or more members of the Clarke Subgroup and one
or more

other members of the Parent Consolidated Group (without reference
to the Clarke

Subgroup).

               
(d) "Estimated Tax Payments" for any Agreement Year shall mean,

with respect to each of the Clarke Subgroup and the PCT Subgroup,
the aggregate

payments by each of Clarke and PCT, respectively, to Parent for
such Agreement

Year pursuant to Section 3 hereof.

               
(e) "Final Determination" shall mean a closing agreement with the

Internal Revenue Service or the relevant state or local taxing
authorities, an

agreement contained on Internal Revenue Service Form 870-AD or
other comparable

form, an agreement that constitutes a determination under Section
1313(a)(4) of

the Code, a claim for refund which has been allowed, a deficiency
notice with

respect to which the period for filing a petition with the Tax
Court or the

relevant state or local tribunal has expired or a decision of any
court of

competent jurisdiction that is not subject to appeal or as to which
the time for

appeal has expired.

               
(f) "Other Tax" shall mean any consolidated, combined or unitary

foreign, state or local income or franchise taxes.

               
(g) "Parent Consolidated Group" shall mean the affiliated group

of corporations (including any predecessors and successors thereto)
within the

meaning of Section 1504(a) of the Code electing to file
consolidated federal

income tax returns and of which Parent is the common Parent.

               
(h) "PCT Subgroup" shall mean the affiliated group of

corporations (including any predecessors and successors thereto)
within the

meaning of

                                                                   
           
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Section 1504(a) of the Code, of which PCT would be the common
parent if it were

not included in the Parent Consolidated Group.

(i) "Pro Forma Federal Tax Liability" for each respective Subgroup
shall mean,

with respect to each Agreement Year, the consolidated federal
taxable income

liability or, if applicable, the consolidated federal alternative
minimum tax

liability that such Subgroup would have incurred if it had not been
included in

the Parent Consolidated Group for such Agreement Year, but had
instead filed its

own consolidated return for such Agreement Year and all prior
Agreement Years;

provided, that in computing such tax liability for any Agreement
Year, such

Subgroup shall not take into account any amounts paid or payable by
such

Subgroup to Parent under Sections 2, 3 or 5 hereof or by Parent to
the Subgroup

under Sections 2, 3, 5 or 7 hereof. In computing the Pro Forma
Federal Tax

Liability of a Subgroup, the Subgroup shall be entitled to take
into account

deductions and/or credits attributable to the carryover or
carryback of any

losses and/or credits of any member of such Subgroup, after taking
into account

any limitations on the use of such losses and credits imposed
pursuant to

Sections 172, 382, 383, 384, 904 or 1212 of the Code or by Treasury
Regulations

Sections 1.1502-15, 1.1502-20, 1.1502-21, 1.1502-22, 1.1502-91,
1.1502-92,

1.1502-93 or 1.1502-94, provided, further, that any Code Section
199 tax benefit

shall be determined by Parent for the entire Parent Consolidated
Group and

allocated to each of its Subsidiaries in accordance with the
methodology of the

Treasury Regulations and IRS guidance under Section 199 of the
Code. If the

computation of Pro Forma Federal Tax Liability of a Subgroup does
not result in

a positive number, such Pro Forma Federal Tax Liability shall be
deemed to be

zero.

                                                         
                      
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(j) "Pro Forma Other Tax Liability" for each respective Subgroup

shall mean, with respect to each Agreement Year, the aggregate
Other Tax,

computed in a manner consistent with the computation of the Pro
Forma Federal

Tax Liability as defined above, that the Subgroup or any of the
members of such

Subgroup would have incurred with respect to each relevant foreign,
state and

local taxing jurisdiction for any Agreement Year if such Subgroup
or any member

thereof had filed with such jurisdiction either a separate return
(in a case

where only one member of such Subgroup joins in the filing of the
applicable

Combined Return) or a combined return (in a case where more than
one member of

such Subgroup joins in the filing of the applicable Combined
Return).

               
(k) "Subgroup" shall mean each of the Clarke Subgroup and the PCT

Subgroup.

               
(l) "Subsidiary" as to any entity (the parent corporation) shall

mean a corporation that would be an includible corporation that is
a member of

an affiliated group of corporations of which the parent corporation
would be the

common parent, all within the meaning attributable to such terms in
Section 1504

of the Code and Treasury Regulations thereunder.

          
2. Tax Payments.

               
(a) For each Agreement Year, each of Clarke and PCT,

respectively, shall pay to Parent an amount equal to the excess, if
any, of the

Clarke Subgroup's Pro Forma Federal Tax Liability or the PCT
Subgroup's Federal

Tax Liability, as applicable, for such Agreement Year over the
aggregate amount

of the Estimated Tax Payments actually made by Clarke or PCT, as
applicable, to

Parent

                                                                   
           
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pursuant to Section 3(a) hereof for such Agreement Year. If the
aggregate

amount of the Estimated Tax Payments actually made to Parent by
each of Clarke

and/or PCT pursuant to Section 3(a) hereof for such Agreement Year
exceeds the

Clarke Subgroup's Pro Forma Federal Tax Liability or the PCT
Subgroup's Pro

Forma Federal Tax Liability, as applicable, for such Agreement
Year, Parent

shall pay to Clarke and/or PCT, as applicable, an amount equal to
such excess.

               
(b) For each Agreement Year, each of Clarke and PCT,

respectively, shall pay to Parent an amount equal to the excess, if
any, of the

Clarke Subgroup's Pro Forma Other Tax Liability or the PCT
Subgroup's Other Tax

Liability, as applicable, for such Agreement Year over the
aggregate amount of

the Estimated Tax Payments actually made by Clarke or PCT, as
applicable, to

Parent pursuant to Section 3(b) hereof for such Agreement Year. If
the aggregate

amount of the Estimated Tax Payments actually made to Parent by
each of Clarke

and/or PCT pursuant to Section 3(b) hereof for such Agreement Year
exceeds the

Clarke Subgroup's Pro Forma Other Tax Liability or the PCT
Subgroup's Pro Forma

Other Tax Liability, as applicable, for such Agreement Year, Parent
shall pay to

Clarke and/or PCT, as applicable, an amount equal to such excess.

          
3. Estimated Tax Payments.

               
(a) During each Agreement Year, each of Clarke and PCT shall pay

to Parent, no later than the tenth day of each of the third, sixth,
ninth and

twelfth months of such Agreement Year, the amount of estimated
federal income

taxes that each of the Clarke Subgroup and the PCT Subgroup, as
applicable,

would have been required to pay on or before the fifteenth day of
each such

month if such Subgroup were filing its

                             
                                                  
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own consolidated federal income tax return for such Agreement Year
and was not

part of the Parent Consolidated Group. Such estimated federal
income tax

liability shall be determined in a manner consistent with the
calculation of the

Pro Forma Federal Tax Liability the applicable Subgroup and shall
reflect the

estimated taxable income of such Subgroup projected for three, six,
nine and

twelve months, respectively.

               
(b) During each Agreement Year, each of Clarke and PCT shall pay

to Parent, no later than the fifth day prior to the date an
estimated foreign,

state or local payment is due, the amount of estimated taxes that
each of the

Clarke Subgroup and the PCT Subgroup, as applicable, would have
been required to

pay if such Subgroup (or any member thereof) had filed for such
period either a

separate return (in the case where only one member of such Subgroup
joins in the

filing of the applicable Combined Return) or a combined return (in
a case where

more than one member of such Subgroup joins in the filing of the
applicable

Combined Return). The estimated foreign, state or local income or
franchise tax

liability of the Clarke Subgroup and the PCT Subgroup shall be
determined in a

manner consistent with the calculation of the Pro Forma Other Tax
Liability of

such Subgroup.

          
4. Time and Form of Payment.

               
(a) Payments to be made by each of Clarke and PCT pursuant to

Section 2 hereof shall be made no later than the fifth day prior to
the due date

of the Parent Consolidated Group's consolidated federal income tax
return or any

relevant Combined Return for the period with respect to which such
a payment is

due. If the due date for any such return is extended, any amounts
due at the

time of filing a request for extension of time to file shall be
paid on an

estimated basis. No later than five (5) days

                                                                   
           
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prior to the extended due date for such return for such Agreement
Year, the

payment due from each of Clarke and PCT shall be recalculated, and
any

difference between (i) the Pro Forma Federal Tax Liability and the
Pro Forma

Other Tax Liability of each respective Subgroup for such Agreement
Year and (ii)

all prior Estimated Tax Payments by Clarke or PCT, as applicable,
with respect

to such Agreement Year shall be paid by such fifth day to the party
entitled

thereto, with interest from