EMPLOYMENT AGREEMENT
                              --------------------

          EMPLOYMENT AGREEMENT, dated as of October 31, 2005, between Security
Printing, Inc., a Delaware corporation ("SPI"), CA Investment Corp., a Delaware
corporation (together with SPI, the "Company") and Charles Dawson (the
"Executive").

          WHEREAS, the Company wishes to employ the Executive, and the Executive
wishes to accept such employment, on the terms and conditions set forth in this
Agreement;

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

          1. Employment, Duties and Acceptance.

               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 President and Chief Executive Officer 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 or similar managing
entity of the Company (the "Board").

               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. Term of Employment; Certain Post-Term Benefits.

               2.1 The Term. This Agreement and the term of the Executive's
employment under this Agreement (the "Term") shall become effective as of (and
subject to) the consummation of the transaction contemplated by the Stock
Purchase Agreement dated as of the date hereof, by and between M & F Worldwide
Corp. (the "Parent") and Honeywell International Inc. (the date of consummation
of the transaction being referred to herein as the "Effective Date") and will
continue for a period of three years (the final


                                                                               2

date of the three year period being referred to herein as 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.

               2.3 Non-renewal of Term. The Term shall end earlier than the
Termination Date provided in Section 2.1 or any extended termination date
provided in Section 2.2, in either case if sooner terminated pursuant to Section
4. Non-extension of the Term shall not be deemed to be a termination of this
Agreement by the Company, and the Executive shall not be entitled to receive
severance benefits or any other payment pursuant to this Agreement.

          3. Compensation; Benefits.

               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 $595,000 (effective January 1, 2006) 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; provided, that, prior
to January 1, 2006, the Base Salary shall be at same rate as in effect on the
date hereof.

               3.2 Incentive Compensation.

                    3.2.1 Annual Bonus. For fiscal year 2005, the Executive's
     bonus, if any, shall be determined by the Board in its sole discretion in
     accordance with the SPI bonus plan in which the Executive participates in
     effect on the date hereof. Commencing with the 2006 fiscal year, the
     Executive will be eligible to receive a bonus with respect to the 2006 and
     each later fiscal year ending during the Term computed in accordance with
     the provisions hereafter. If, with respect to any such fiscal year, SPI
     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:


                PERCENTAGE OF CONSOLIDATED          PERCENTAGE OF
                  EBITDA IN BUSINESS PLAN            BASE SALARY
             --------------------------------     -----------------
             89.9% and below                      Nil
             90 - 94.9                            90

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