EXECUTION COPY

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                                 NOVAR USA INC.
                           To Be Merged With and Into

                               CA INVESTMENT CORP.
                                   and Renamed

                              CLARKE AMERICAN CORP.

                                       AND

                   THE GUARANTORS LISTED ON SCHEDULE I HERETO

                                  $175,000,000

                          11 3/4% Senior Notes due 2013

                               Purchase Agreement

                                December 8, 2005

                            BEAR, STEARNS & CO. INC.

                           J.P. MORGAN SECURITIES INC.

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                                 NOVAR USA INC.
                           To Be Merged With and Into

                               CA INVESTMENT CORP.
                                   and Renamed

                              CLARKE AMERICAN CORP.

                                       AND

                   THE GUARANTORS LISTED ON SCHEDULE I HERETO

                                  $175,000,000

                          11 3/4% Senior Notes due 2013

                               PURCHASE AGREEMENT

                                                             December 8, 2005
                                                             New York, New York

BEAR, STEARNS & CO. INC.
J.P. MORGAN SECURITIES INC.
   c/o Bear, Stearns & Co. Inc.
   383 Madison Avenue
   New York, New York 10179

Ladies & Gentlemen:

     Novar USA Inc., a Delaware corporation (the "TARGET"), to be merged with
and into CA Investment Corp., a Delaware corporation ("CAIC") in which CAIC will
be the surviving entity (the "MERGER") and will be renamed Clarke American
Corp., a Delaware corporation (the "COMPANY"), proposes to issue and sell to
Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc. (each, an "INITIAL
PURCHASER" and together, the "INITIAL PURCHASERS"), $175,000,000 in aggregate
principal amount of 11 3/4% Senior Notes due 2013 (the "INITIAL NOTES"), subject
to the terms and conditions set forth herein.

     The Notes (as defined) will be issued pursuant to an indenture (the
"INDENTURE"), to be dated the Closing Date (as defined), among the Company, the
Guarantors (as defined) listed on Schedule I hereto, and The Bank of New York,
as trustee (the "TRUSTEE"). The Notes will be fully and unconditionally
guaranteed (the "GUARANTEES") as to payment of principal, interest, premium and
liquidated damages, if any, on a senior unsecured basis, jointly and severally
by each entity listed on Schedule I hereto (the "GUARANTORS").

     The Notes are being issued and sold in connection with the acquisition (the
"ACQUISITION") by M&F Worldwide Corp., a Delaware corporation, ("M&F") of all of
the outstanding stock of the Target, pursuant to the Stock Purchase Agreement,
dated as of October 31, 2005 (the "ACQUISITION AGREEMENT"). Upon the
consummation of the Acquisition, all of the Target's outstanding capital stock
will be owned directly or indirectly by M&F. In order to pay for the Acquisition
and pay related fees and expenses, (i) the Company and the Guarantors expect to
enter into a new senior secured credit facility in the amount of



$480.0 million (the "NEW SENIOR CREDIT FACILITY") pursuant to a credit agreement
among the Company, the Guarantors party thereto and the lenders party thereto
(the "CREDIT AGREEMENT"), (ii) the Company expects to issue and to become
obligated under the Notes and (iii) M&F will make a cash contribution of $203.0
million to the common equity capital of CAIC (the "EQUITY CONTRIBUTION"). As
used herein, the term "the TRANSACTIONS" means collectively (w) offering the
Initial Notes, (x) entering into the New Senior Credit Facility, (y) the
Acquisition and (z) the Merger.

     In addition, on the Closing Date, the Company and the Guarantors will agree
to become bound by this Agreement pursuant to the First Amendment to the
Purchase Agreement, dated as of the date hereof, among the Company, the
Guarantors and the Initial Purchasers, substantially in the form attached hereto
as Exhibit A (the "FIRST AMENDMENT"). The representations, warranties and
agreements of the Company and the Guarantors under this Agreement shall not
become effective until the Company and the Guarantors execute the First
Amendment, at which time such representations, warranties and agreements shall
become effective and each of the Company and the Guarantors shall become party
to this Agreement.

          1. Issuance of Securities. Target, to be merged with and into CAIC in
the Merger and renamed Clarke American Corp., proposes, upon the terms and
subject to the conditions set forth herein, to issue and sell to the Initial
Purchasers an aggregate of $175,000,000 in principal amount of Initial Notes.
The Initial Notes and the Exchange Notes (as defined) issuable in exchange
therefor are collectively referred to herein as the "NOTES."

     Upon original issuance thereof, and until such time as the same is no
longer required under the applicable requirements of the Securities Act of 1933,
as amended (the "ACT"), the Initial Notes (and all securities issued in exchange
therefor or in substitution thereof other than the Exchange Notes) shall bear
the following legend:

     "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
     IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
     STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY
     NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
     REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
     SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING
     ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT.
     THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
     ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
     TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER
     REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
     144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
     RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
     ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN
     INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (a) (1), (2),
     (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR"))
     THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
     CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE
     OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
     AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN


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     OPINION OF COUNSEL ACCEPTABLE TO CLARKE AMERICAN CORP. THAT SUCH TRANSFER
     IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
     BASED UPON AN OPINION OF COUNSEL IF CLARKE AMERICAN CORP. SO REQUESTS, (2)
     TO CLARKE AMERICAN CORP. OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
     LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION
     AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
     ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
     RESTRICTIONS SET FORTH IN (A) ABOVE."

          2. Offering. The Initial Notes will be offered and sold to the Initial
Purchasers pursuant to an exemption from the registration requirements under the
Act. CAIC and the Target have prepared a preliminary offering memorandum, dated
November 25, 2005 (the "PRELIMINARY OFFERING MEMORANDUM"), and a final offering
memorandum, dated December 8, 2005 (the "OFFERING MEMORANDUM"), relating to the
Company, its subsidiaries and the Notes.

     The Initial Purchasers have advised CAIC and the Target that the Initial
Purchasers will make offers (the "EXEMPT RESALES") of the Initial Notes on the
terms set forth in the Offering Memorandum, as amended or supplemented, solely
to (i) persons whom the Initial Purchasers reasonably believe to be "qualified
institutional buyers" ("QIBS"), as defined in Rule 144A under the Act and (ii)
non-U.S. persons outside the United States in reliance upon Regulation S
("REGULATION S") under the Act (each, a "REG S INVESTOR"). The QIBs and the Reg
S Investors are collectively referred to herein as the "ELIGIBLE PURCHASERS."
The Initial Purchasers will offer the Initial Notes to such Eligible Purchasers
initially at a price equal to 100.0% of the principal amount thereof. Such price
may be changed at any time without notice.

     Holders (including subsequent transferees) of the Initial Notes will have
the registration rights set forth in the registration rights agreement relating
thereto (the "REGISTRATION RIGHTS AGREEMENT"), among the Initial Purchasers, the
Guarantors and the Company, to be dated the Closing Date, for so long as such
Initial Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the
Registration Rights Agreement). Pursuant to the Registration Rights Agreement,
the Company and the Guarantors will agree to file with the Securities and
Exchange Commission (the "COMMISSION"), under the circumstances set forth
therein, (i) a registration statement under the Act (the "EXCHANGE OFFER
REGISTRATION STATEMENT") relating to the Company's 11 3/4% Senior Notes due 2013
(the "EXCHANGE NOTES") and Guarantees thereof to be offered in exchange for the
Initial Notes and Guarantees thereof (the "EXCHANGE OFFER") and (ii) under
certain circumstances, a shelf registration statement pursuant to Rule 415 under
the Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange
Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the
resale by certain holders of the Initial Notes and the Guarantees thereof, and
to use their commercially reasonable efforts to cause such Registration
Statements to be declared effective and to consummate the Exchange Offer.

     This Agreement (including the First Amendment), the Initial Notes, the
Guarantees of the Initial Notes, the Exchange Notes, the Guarantees of the
Exchange Notes, the Indenture, the Registration Rights Agreement, the Credit
Agreement and the Acquisition Agreement are hereinafter referred to collectively
as the "OPERATIVE DOCUMENTS."


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          3. Purchase, Sale and Delivery.

               (a) On the basis of the representations, warranties and covenants
     contained in this Agreement, and subject to its terms and conditions, CAIC
     agrees to issue and sell to each Initial Purchaser, and each Initial
     Purchaser agrees, severally and not jointly, to purchase from CAIC, the
     principal amount of Initial Notes set forth opposite such Initial
     Purchaser's name on Schedule II hereto. The purchase price for the Initial
     Notes will be $975.00 per $1,000 principal amount of Initial Notes.

               (b) Delivery of the Initial Notes shall be made, against payment
     of the purchase price therefor, at the offices of Paul, Weiss, Rifkind,
     Wharton & Garrison LLP, New York, New York or such other location as may be
     mutually acceptable. Such delivery and payment shall be made at 9:00 a.m.,
     New York City time, on December 15, 2005 or at such other time as shall be
     agreed upon by the Initial Purchasers and the CAIC. The time and date of
     such delivery and payment are herein called the "CLOSING DATE."

               (c) On the Closing Date, one or more Initial Notes in definitive
     global form, registered in the name of Cede & Co., as nominee of The
     Depository Trust Company ("DTC"), having an aggregate amount corresponding
     to the aggregate principal amount of the Initial Notes (the "GLOBAL NOTES")
     sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered
     by the Company to the Initial Purchasers (or as the Initial Purchasers
     direct), against payment by the Initial Purchasers of the purchase price
     therefor, by wire transfer of same day funds, to an account designated by
     CAIC; provided that CAIC shall give at least one business day's prior
     written notice to the Initial Purchasers of the information required to
     effect such wire transfer. The Global Notes shall be made available to the
     Initial Purchasers for inspection not later than 5:00 p.m., New York City
     time, on the business day preceding the Closing Date.

          4. Agreements of CAIC, the Company and the Guarantors. As of the date
     hereof, CAIC, and as of the Closing Date, the Company and each Guarantor,
     jointly and severally, covenants and agrees with the Initial Purchasers as
     follows:

               (a) To advise the Initial Purchasers promptly and, if requested
     by the Initial Purchasers, confirm such advice in writing (i) of the
     issuance by any state securities commission or other regulatory authority
     of any stop order or order suspending the qualification or exemption from
     qualification of any Notes or the Guarantees thereof for offering or sale
     in any jurisdiction, or the initiation of any proceeding for such purpose
     by any state securities commission or other regulatory authority and (ii)
     of the happening of any event that makes any statement of a material fact
     made in the Preliminary Offering Memorandum or the Offering Memorandum
     untrue or that requires the making of any additions to or changes in the
     Preliminary Offering Memorandum or the Offering Memorandum in order to make
     the statements therein, in the light of the circumstances under which they
     are made, not misleading. CAIC, the Company and the Guarantors shall use
     their respective commercially reasonable efforts to prevent the issuance of
     any stop order or order suspending the qualification or exemption from
     qualification of any Note or the Guarantees thereof under any state
     securities or Blue Sky laws and, if at any time any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of any Note or the
     Guarantees thereof under any state securities or Blue Sky laws, CAIC, the
     Company and the Guarantors shall use their respective commercially
     reasonable efforts to obtain the withdrawal or lifting of such order at the
     earliest practicable time.


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               (b) To furnish the Initial Purchasers and those persons
     identified by the Initial Purchasers to CAIC or the Company, without
     charge, as many copies of the Preliminary Offering Memorandum and the
     Offering Memorandum, and any amendments or supplements thereto, as the
     Initial Purchasers may reasonably request. CAIC, the Company and the
     Guarantors consent to the use of the Preliminary Offering Memorandum and
     the Offering Memorandum, and any amendments and supplements thereto
     required pursuant hereto, by the Initial Purchasers in connection with
     Exempt Resales.

               (c) Not to amend or supplement the Preliminary Offering
     Memorandum or the Offering Memorandum during such period that, in the
     opinion of counsel for the Initial Purchasers, the Preliminary Offering
     Memorandum or the Offering Memorandum is required by law to be delivered in
     connection with Exempt Resales and in connection with market-making
     activities of the Initial Purchasers for so long as any Initial Notes are
     outstanding unless the Initial Purchasers previously have been advised
     thereof and have not objected thereto within a reasonable time after being
     furnished a copy thereof. CAIC, the Company and the Guarantors shall
     promptly prepare, upon the Initial Purchasers' request, any amendment or
     supplement to the Preliminary Offering Memorandum or the Offering
     Memorandum that may be necessary or advisable in connection with such
     Exempt Resales or such market making activities.

               (d) If, during the period referred to in 4(c) above, any event
     occurs as a result of which, in the judgment of CAIC or the Company or in
     the reasonable opinion of counsel for CAIC and the Company or counsel for
     the Initial Purchasers, it becomes necessary or advisable to amend or
     supplement the Preliminary Offering Memorandum or the Offering Memorandum
     in order to make the statements therein, in the light of the circumstances
     when such Preliminary Offering Memorandum or Offering Memorandum is
     delivered to an Eligible Purchaser, not misleading, or if it is necessary
     or advisable to amend or supplement the Preliminary Offering Memorandum or
     the Offering Memorandum to comply with applicable law, (i) to notify the
     Initial Purchasers and (ii) to use its commercially reasonable efforts to
     prepare forthwith, subject to Section 4(c) above, an appropriate amendment
     or supplement to such Preliminary Offering Memorandum or the Offering
     Memorandum so that the statements therein as so amended or supplemented
     will not, in the light of the circumstances when it is so delivered, be
     misleading, or so that such Preliminary Offering Memorandum or the Offering
     Memorandum will comply with applicable law.

               (e) To use commercially reasonable efforts to cooperate with the
     Initial Purchasers and counsel for the Initial Purchasers in connection
     with the qualification or registration of the Initial Notes and the
     Guarantees thereof under the securities or Blue Sky laws of such
     jurisdictions as the Initial Purchasers may reasonably request and to
     continue such qualification in effect so long as required for the Exempt
     Resales; provided, however, that neither CAIC, nor the Company nor the
     Guarantors shall be required in connection therewith to register or qualify
     as a foreign corporation where it is not now so qualified or to take any
     action that would subject it to service of process in suits or taxation, in
     any jurisdiction where it is not now so subject.

               (f) Whether or not the transactions contemplated by this
     Agreement are consummated or this Agreement becomes effective or is
     terminated, to pay all costs, expenses, fees and taxes incident to the
     performance of the obligations of CAIC, the Company and the Guarantors
     hereunder, including in connection with: (i) the preparation, printing,
     filing and distribution of the Preliminary Offering Memorandum and the
     Offering Memorandum (including, without limitation, financial statements)
     and all amendments and supplements thereto required pursuant hereto, (ii)
     the preparation (including, without limitation, duplication costs) and
     delivery


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     of all agreements, correspondence and all other documents prepared and
     delivered in connection herewith and with the Exempt Resales, (iii) the
     issuance, transfer and delivery of the Initial Notes and the Guarantees
     thereof to the Initial Purchasers, (iv) the qualification or registration
     of the Notes and the Guarantees thereof for offer and sale under the
     securities or Blue Sky laws of the several states (including, without
     limitation, the cost of printing and mailing a preliminary and final Blue
     Sky memorandum and the reasonable fees and disbursements of one counsel
     (and any local counsel) for the Initial Purchasers relating thereto), (v)
     the furnishing of such copies of the Preliminary Offering Memorandum and
     the Offering Memorandum, and all amendments and supplements thereto, as may
     reasonably be requested for use in connection with Exempt Resales, (vi) the
     preparation of certificates for the Notes and the Guarantees thereof
     (including, without limitation, printing and engraving thereof), (vii) the
     fees, disbursements and expenses of CAIC's, the Company's and the
     Guarantors' counsel and accountants, (viii) all fees and expenses
     (including fees and expenses of counsel) of CAIC, the Company and the
     Guarantors in connection with the approval of the Notes by DTC for
     "book-entry" transfer, (ix) the rating of the Notes by rating agencies, (x)
     the reasonable fees and expenses of the Trustee and its counsel, (xi) the
     performance by CAIC, the Company and the Guarantors of their other
     obligations under this Agreement and the other Operative Documents, and
     (xii) "roadshow" travel and other expenses incurred in connection with the
     marketing and sale of the Notes.

               (g) To use the proceeds from the sale of the Initial Notes
     substantially in the manner described in the Preliminary Offering
     Memorandum and the Offering Memorandum under the caption "Use of Proceeds."

               (h) For so long as any of the Notes remain outstanding, not to
     voluntarily claim, and to resist actively any attempts to claim, the
     benefit of any usury laws against the holders of any Notes.

               (i) Not to sell, offer for sale or solicit offers to buy or
     otherwise negotiate in respect of any security (as defined in the Act) that
     would be integrated with the sale of the Initial Notes in a manner that
     would require the registration under the Act of the sale to the Initial
     Purchasers or the Eligible Purchasers of the Initial Notes or to take any
     other action that would result in the Exempt Resales not being exempt from
     registration under the Act.

               (j) For so long as any of the Initial Notes remain outstanding
     and during any period in which the Company and the Guarantors are not
     subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
     amended (the "EXCHANGE ACT"), to make available to any holder or beneficial
     owner of Initial Notes in connection with any sale thereof and any
     prospective purchaser of such Initial Notes from such holder or beneficial
     owner, the information required by Rule 144A(d)(4) under the Act.

               (k) For so long as any of the Notes remain outstanding, to comply
     with all of its agreements set forth in the representation letters to DTC
     relating to the approval of the Notes by DTC for "book-entry" transfer.

               (l) To use commercially reasonable efforts to effect the
     inclusion of the Notes in The PORTAL(SM) Market ("PORTAL") and obtain
     approval of the Initial Notes by DTC for "book-entry" transfer.

               (m) During a period of five years following the Closing Date, for
     so long as any of the Initial Notes remain outstanding, if not otherwise
     available on the Commission's Electronic Data Gathering, Analysis, and
     Retrieval ("EDGAR") system, to deliver without charge


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     to the Initial Purchasers, as the Initial Purchasers may reasonably
     request, promptly upon their becoming available, copies of (i) all publicly
     available reports or other information that the Company or the Guarantors
     mail or otherwise make available to their stockholders and (ii) all
     reports, financial statements and proxy or information statements filed by
     the Company or the Guarantors with the Commission or any national
     securities exchange.

               (n) Prior to the Closing Date, to furnish to the Initial
     Purchasers, as soon as practicable in the ordinary course by CAIC or the
     Target, copies of any unaudited interim financial statements (excluding the
     footnotes thereto if they are unavailable) for any period subsequent to the
     periods covered by the financial statements in the Offering Memorandum.

               (o) Not to take, directly or indirectly, any action designed to,
     or that might reasonably be expected to, cause or result in stabilization
     or manipulation of the price of any security of the Company to facilitate
     the sale or resale of the Notes. Except as permitted in writing by the
     Initial Purchasers, none of CAIC, the Company nor any Guarantor will
     distribute any (i) preliminary offering memorandum, including, without
     limitation, the Preliminary Offering Memorandum, (ii) offering memorandum,
     including, without limitation, the Offering Memorandum, or (iii) other
     offering material in connection with the offering and sale of the Notes.

               (p) Prior to the Closing Date, not to issue any press release or
     other communications, directly or indirectly, or hold any press conference
     with respect to the issuance of the Initial Notes, CAIC, the Target or any
     of its subsidiaries, the properties, business, results of operations,
     condition (financial or otherwise), affairs or prospects of CAIC, the
     Company or any of its subsidiaries, without the prior consent of the
     Initial Purchasers, such consent not to be unreasonably withheld or
     delayed.

               (q) Prior to the Closing Date, not to amend any material
     provision of the Acquisition Agreement without the prior written consent of
     the Initial Purchasers, such consent not to be unreasonably withheld or
     delayed.

               (r) Without the prior consent of the Initial Purchasers, not to
     make any offer relating to the Notes that would constitute a "free writing
     prospectus" (if the offering of the Notes was made pursuant to a registered
     offering under the Act) as defined in Rule 405 under the Act (a "FREE
     WRITING OFFERING DOCUMENT"); any such Free Writing Offering Document the
     use of which has been consented to by the Initial Purchasers is listed on
     Schedule IV(a) hereto; if at any time following issuance of a Free Writing
     Offering Document any event occurred or occurs as a result of which such
     Free Writing Offering Document would conflict with the information in the
     Preliminary Offering Memorandum or the Offering Memorandum or would include
     an untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in light of the
     circumstances then prevailing, not misleading, CAIC or the Company will
     give prompt notice thereof to the Initial Purchasers and, if requested by
     the Initial Purchasers, will prepare and furnish without charge to each
     Initial Purchaser a Free Writing Offering Document or other document which
     will correct such conflict, statement or omission.

               (s) To use its commercially reasonable efforts to do and perform
     all things required or necessary to be done and performed under this
     Agreement prior to or after the Closing Date and to satisfy all conditions
     precedent on its part to the delivery of the Initial Notes and the
     Guarantees thereof.


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          The Initial Purchasers may, in their sole discretion, waive in writing
     the performance by CAIC, the Company or the Guarantors of any one or more
     of the foregoing covenants or extend the time for their performance

          5. Representations and Warranties.

               (a) As of the date hereof, CAIC, with respect to itself and to
     its knowledge, with respect to the Target, the Company and each Guarantor,
     with respect to Sections 5(a)(xviii), (xx), (xxii), (xxiii), (xxiv), (xxv),
     (xxvi), (xxvii), (xxviii), (xxix), and (xxx) hereof, and as of the Closing
     Date, the Company and each Guarantor, jointly and severally, represent and
     warrant to the Initial Purchasers that:

               (i) The Preliminary Offering Memorandum as of its date does not,
          and the Offering Memorandum as of its date does not, and as of the
          Closing Date will not, and any supplement or amendment thereto, as of
          its date, will not, contain any untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading; the
          Preliminary Offering Memorandum as supplemented by the information and
          documents listed in Schedule IV(b) hereto, taken together (the
          "DISCLOSURE PACKAGE") as of the Applicable Time (as defined), did not
          include any untrue statement of a material fact or omit to state any
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading, except that the representations and warranties contained
          in this paragraph shall not apply to statements in or omissions from
          the Preliminary Offering Memorandum or the Offering Memorandum (or any
          supplement or amendment thereto, including the Disclosure Package)
          made in reliance upon and in conformity with information relating to
          the Initial Purchasers furnished to CAIC or the Company in writing by
          the Initial Purchasers expressly for use therein. For purposes of this
          Agreement, the "APPLICABLE TIME" is 5:00 p.m. (New York City time) on
          the date of this Agreement.

               (ii) CAIC, the Company and each of their respective subsidiaries
          (A) has been duly incorporated or formed and is validly existing as a
          corporation or other entity in good standing under the laws of its
          jurisdiction of incorporation or formation, (B) has all requisite
          corporate or other power and authority to carry on its business as it
          is currently being conducted and as described in the Preliminary
          Offering Memorandum and the Offering Memorandum and to own, lease and
          operate its properties, and (C) is duly qualified and is in good
          standing as a foreign corporation or other entity authorized to do
          business in each jurisdiction in which the nature of its business or
          its ownership or leasing of property requires such qualification,
          except where the failure to be so qualified could not reasonably be
          expected to (1) result, individually or in the aggregate, in a
          material adverse effect on the properties, business, results of
          operations, condition (financial or otherwise), affairs or prospects
          of CAIC, the Company and the Guarantors, taken as a whole or (2) in
          any manner draw into question the validity of this Agreement or any
          other Operative Document or the transactions described in the
          Preliminary Offering Memorandum and the Offering Memorandum under the
          caption "Use of Proceeds" (any of the events set forth in clauses (1)
          or (2), a "MATERIAL ADVERSE EFFECT").

               (iii) CAIC, the Company and each Guarantor has all requisite
          corporate or other power and authority to execute, deliver and perform
          its obligations under this Agreement and each other Operative Document
          to which it is a party and to consummate


                                        8



          the transactions contemplated hereby and thereby, including, without
          limitation, the corporate or other power and authority to issue, sell
          and deliver the Initial Notes and to issue and deliver the Guarantees
          thereof as provided herein and therein.

               (iv) As of the date hereof, CAIC does not have any subsidiaries,
          and as of the Closing Date, upon consummation of the Transactions, the
          Company will not have any subsidiaries other than the entities listed
          on Schedule III hereto.

               (v) Except as described in the Preliminary Offering Memorandum
          and the Offering Memorandum, all of the outstanding shares of capital
          stock of each subsidiary of the Company are owned, directly or
          indirectly, by the Company, free and clear of any security interest,
          claim, lien, limitation on voting rights or encumbrance (other than
          transfer restrictions imposed by the New Senior Credit Facility, the
          Act and the securities or Blue Sky laws of certain jurisdictions); and
          all such securities have been duly authorized, validly issued and are
          fully paid and nonassessable and were not issued in violation of any
          preemptive or similar rights.

               (vi) Except as described in the Preliminary Offering Memorandum
          and the Offering Memorandum, there are not currently any outstanding
          subscriptions, rights, warrants, calls, commitments of sale or options
          to acquire, or instruments convertible into or exchangeable for, any
          capital stock or other equity interests of the Company and its
          subsidiaries.

               (vii) When the Initial Notes and the Guarantees thereof are
          issued and delivered pursuant to this Agreement, no Initial Note or
          Guarantee thereof will be of the same class (within the meaning of
          Rule 144A under the Act) as securities of the Company or any Guarantor
          that are listed on a national securities exchange registered under
          Section 6 of the Exchange Act or quoted in a United States automated
          interdealer quotation system.

               (viii) This Agreement has been duly and validly authorized,
          executed and delivered by CAIC and is the legal, valid and binding
          agreement of CAIC, enforceable against it in accordance with its
          terms, and when the First Amendment has been duly and validly
          authorized, executed and delivered by the Company and each Guarantor,
          this Agreement will be the legal, valid and binding agreement of the
          Company and each Guarantor, in each case, enforceable against each of
          them in accordance with its terms, subject to applicable bankruptcy,
          insolvency, fraudulent conveyance, reorganization, moratorium and
          similar laws affecting the rights of creditors generally and subject
          to general principles of equity (regardless of whether enforceability
          is considered in a proceeding in equity or at law).

               (ix) At the Closing Date, the First Amendment will be duly and
          validly authorized, executed and delivered by the Company and each
          Guarantor and when executed and delivered will be the legal, valid and
          binding agreement of the Company and each Guarantor, enforceable
          against each of them in accordance with its terms, subject to
          applicable bankruptcy, insolvency fraudulent conveyance,
          reorganization, moratorium and similar laws affecting the rights of
          creditors generally and subject to general principles of equity
          (regardless of whether enforceability is considered in a proceeding in
          equity or at law).


                                        9



               (x) The Indenture has been duly and validly authorized by CAIC,
          and at the Closing Date will be duly and validly authorized by the
          Company and each Guarantor and, when duly executed and delivered by
          the Company and each Guarantor, will be the legal, valid and binding
          agreement of the Company and each Guarantor, enforceable against each
          of them in accordance with its terms, subject to applicable
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and similar laws affecting the rights of creditors
          generally and subject to general principles of equity (regardless of
          whether enforceability is considered in a proceeding in equity or at
          law). On the Closing Date, the Indenture will conform in all material
          respects to the requirements of the Trust Indenture Act of 1939, as
          amended (the "TRUST INDENTURE ACT"), and the rules and regulations of
          the Commission applicable to an indenture that is qualified
          thereunder. The Disclosure Package and the Offering Memorandum each
          contain a summary of the terms of the Indenture, which summary is
          accurate in all material respects.

               (xi) The Registration Rights Agreement has been duly and validly
          authorized by CAIC, and at the Closing Date will be duly and validly
          authorized by the Company and each Guarantor and, when duly executed
          and delivered by the Company and each Guarantor, will be the legal,
          valid and binding obligation of the Company and each Guarantor,
          enforceable against each of them in accordance with its terms, subject
          to applicable bankruptcy, insolvency, fraudulent conveyance,
          reorganization, moratorium and similar laws affecting the rights of
          creditors generally and subject to general principles of equity
          (regardless of whether enforceability is considered in a proceeding in
          equity or at law). The Preliminary Offering Memorandum and the
          Offering Memorandum each contain a summary of the terms of the
          Registration Rights Agreement, which summary is accurate in all
          material respects.

               (xii) The Initial Notes have been duly and validly authorized by
          CAIC for issuance and sale to the Initial Purchasers pursuant to this
          Agreement, and at the Closing Date, the Initial Notes will be duly and
          validly authorized by the Company and, when issued and authenticated
          in accordance with the terms of the Indenture and delivered against
          payment therefor in accordance with the terms hereof and thereof, will
          be the legal, valid and binding obligations of the Company,
          enforceable against it in accordance with their terms and entitled to
          the benefits of the Indenture, subject to applicable bankruptcy,
          insolvency, fraudulent conveyance, reorganization, moratorium and
          similar laws affecting the rights of creditors generally and subject
          to general principles of equity (regardless of whether enforceability
          is considered in a proceeding in equity or at law). The Disclosure
          Package and the Offering Memorandum each contain a summary of the
          terms of the Notes, which summary is accurate in all material
          respects.

               (xiii) At the Closing Date, the Guarantees of the Initial Notes
          will be duly and validly authorized by each Guarantor and, when
          executed and delivered in accordance with the terms of the Indenture,
          will be the legal, valid and binding obligations of such Guarantor,
          enforceable against it in accordance with their terms and entitled to
          the benefits of the Indenture, subject to applicable bankruptcy,
          insolvency, fraudulent conveyance, reorganization, moratorium and
          similar laws affecting the rights of creditors generally and subject
          to general principles of equity (regardless of whether enforceability
          is considered in a proceeding in equity or at law). The Disclosure
          Package and the Offering Memorandum each contain a summary of the
          terms of the Guarantees of the Initial Notes, which summary is
          accurate in all material respects.


                                       10



               (xiv) The Exchange Notes have been duly and validly authorized
          for issuance by CAIC, and at the Closing Date the Exchange Notes will
          be duly authorized by the Company and, when issued and authenticated
          in accordance with the terms of the Exchange Offer, the Registration
          Rights Agreement and the Indenture, will be the legal, valid and
          binding obligations of the Company, enforceable against it in
          accordance with their terms and entitled to the benefits of the
          Indenture, subject to applicable bankruptcy, insolvency, fraudulent
          conveyance, reorganization, moratorium and similar laws affecting the
          rights of creditors generally and subject to general principles of
          equity (regardless of whether enforceability is considered in a
          proceeding in equity or at law).

               (xv) At the Closing Date, the Guarantees of the Exchange Notes
          will be duly and validly authorized by each Guarantor, and when
          executed and delivered in accordance with the terms of the Indenture
          and when the Exchange Notes have been issued and authenticated in
          accordance with the terms of the Exchange Offer and the Indenture,
          will be the legal, valid and binding obligations of such Guarantor,
          enforceable against it in accordance with their terms and entitled to
          the benefits of the Indenture, subject to applicable bankruptcy,
          insolvency, fraudulent conveyance, reorganization, moratorium and
          similar laws affecting the rights of creditors generally and subject
          to general principles of equity (regardless of whether enforceability
          is considered in a proceeding in equity or at law).

               (xvi) CAIC has delivered to the Initial Purchasers true and
          correct copies of the Acquisition Agreement and all material documents
          and agreements related to the transactions contemplated thereby, and
          there have been no amendments, modifications or waivers thereto or in
          the exhibits or schedules thereto, except as have been delivered to
          the Initial Purchasers.

               (xvii) At the Closing Date, the Credit Agreement will be duly and
          validly authorized by the Company and each guarantor party thereto
          and, when duly executed and delivered by the Company and each
          guarantor party thereto, will be the legal, valid and binding
          obligation of the Company and each guarantor party thereto,
          enforceable against each of them in accordance with its terms, subject
          to applicable bankruptcy, insolvency, fraudulent conveyance,
          reorganization, moratorium and similar laws affecting the rights of
          creditors generally and subject to general principles of equity
          (regardless of whether enforceability is considered in a proceeding in
          equity or at law). The Disclosure Package and the Offering Memorandum
          each contain a summary of the terms of the Credit Agreement, which
          summary is accurate in all material respects and reflects the proposed
          terms as of the date hereof.

               (xviii) Each of CAIC and the Target and its respective
          subsidiaries, is not (A) in violation of its charter or bylaws or
          other organizational documents, (B) in default in the performance of
          any bond, debenture, note, indenture, mortgage, deed of trust or other
          agreement or instrument to which it is a party or by which it is bound
          or to which any of its properties is subject that, individually or in
          the aggregate, could reasonably be expected to have a Material Adverse
          Effect or (C) except as disclosed in the Preliminary Offering
          Memorandum and the Offering Memorandum, in violation of any local,
          state, federal or foreign law, statute, ordinance, rule, regulation,
          requirement, judgment or court decree (including, without limitation,
          environmental laws, statutes, ordinances, rules, regulations,
          requirements, judgments or court decrees) applicable to it or any of
          its assets or properties (whether owned or leased) that, individually
          or in the aggregate, could reasonably be expected to have a Material
          Adverse Effect. To the knowledge of CAIC,


                                       11



          there exists no condition that, with notice, the passage of time or
          otherwise, would constitute a default under any such document or
          instrument.

               (xix) Assuming the accuracy of the Initial Purchasers'
          representations and warranties in Section 5(b) of this Agreement, none
          of (A) the execution, delivery, assumption or performance by CAIC, the
          Company or any Guarantor, of this Agreement, or any of the other
          Operative Documents to which it is a party, (B) the issuance and sale
          of the Notes by the Company, (C) the assumption of CAIC's obligations
          by the Company and the issuance of the Guarantees by any of the
          Guarantors, (D) the consummation by the Company, CAIC or the
          Guarantors of the transactions described in the Preliminary Offering
          Memorandum and the Offering Memorandum under the caption "Use of
          Proceeds," (E) the merger of Novar USA Inc. with and into CAIC or (F)
          the compliance in all material respects by CAIC with all of the
          provisions of the Acquisition Agreement required to be complied with
          by it on or before the Closing Date violates, conflicts with or
          constitutes a breach of any of the terms or provisions of, or will
          violate, conflict with or constitute a breach of any of the terms or
          provisions of, or a default under (or an event that with notice or the
          lapse of time, or both, would constitute a default under), or require
          consent under, or result in the imposition of a lien or encumbrance on
          any properties of CAIC, the Company, the Target or their respective
          subsidiaries, or an acceleration of any indebtedness of CAIC, the
          Company, the Target or their respective subsidiaries pursuant to, (1)
          the charter or bylaws or other organizational documents of CAIC, the
          Company, the Target or their respective subsidiaries, (2) any bond,
          debenture, note, indenture, mortgage, deed of trust or other agreement
          or instrument to which CAIC, the Company, the Target or their
          respective subsidiaries is a party or by which any of them is bound or
          to which any of their properties are subject (except as set forth on
          Schedule V hereto), (3) any statute, rule or regulation applicable to
          CAIC, the Company, the Target or their respective subsidiaries or any
          of their assets or properties or (4) any judgment, order or decree of
          any court or governmental agency, body or authority or administrative
          agency having jurisdiction over CAIC, the Company, the Target, or
          their respective subsidiaries or any of their assets or properties
          except, with respect to clauses (2) through (4) as could not
          reasonably be expected to result in a Material Adverse Effect.
          Assuming the accuracy of the Initial Purchasers' representations and
          warranties in Section 5(b) of this Agreement, no consent, approval,
          authorization or order of, or filing, registration, qualification,
          license or permit of or with, (A) any court or governmental agency,
          body or authority or administrative agency or (B) any other person is
          required (except as set forth on Schedule V hereto) for (1) the
          execution, delivery and performance by CAIC, the Company or the
          Guarantors of this Agreement or any of the other Operative Documents
          to which it is a party, (2) the issuance and sale of the Notes, the
          issuance of the Guarantees and the transactions contemplated hereby
          and thereby or (3) the compliance in all material respects by CAIC
          with all of the provisions of the Acquisition Agreement required to be
          complied with by it on or prior to the Closing Date, except (w) such
          consents as have been or will be obtained or made on or prior to the
          Closing Date, (x) registration of the Exchange Offer or resale of the
          Initial Notes under the Act pursuant to the Registration Rights
          Agreement, and qualification of the Indenture under the Trust
          Indenture Act, in connection with the issuance of the Exchange Notes,
          (y) such filings and recordings required to perfect liens under the
          documents executed in connection with the New Senior Credit Facility
          and (z) where the failure to obtain such consents, approvals,
          authorizations or orders, filings, registrations, qualifications,
          licenses or permits could not be reasonably expected to result in a
          Material Adverse Effect.


                                       12



               (xx) There is (A) no action, suit, investigation or proceeding
          before or by any court, arbitrator or governmental agency, body or
          authority or administrative agency, domestic or foreign, now pending,
          or, to the knowledge of each of CAIC, the Company and the Guarantors,
          threatened or contemplated, to which CAIC, the Company, the Target or
          any of their respective subsidiaries is or may be a party or to which
          the assets or property of CAIC, the Company, the Target or any of
          their respective subsidiaries is or may be subject, (B) no statute,
          rule, regulation or order that has been enacted, adopted or issued by
          any governmental agency, body or authority or administrative agency or
          that has been proposed by any governmental agency, body or authority
          or administrative agency and (C) no injunction, restraining order or
          order of any nature by a federal or state court or foreign court of
          competent jurisdiction to which CAIC, the Company, the Target or any
          of their respective subsidiaries is or may be subject or to which the
          business, assets or property of CAIC, the Company, the Target or any
          of their respective subsidiaries is or may be subject, that, in the
          case of clauses (A), (B) and (C) above, (1) is required to be
          disclosed in the Preliminary Offering Memorandum and the Offering
          Memorandum and that is not so disclosed or (2) could, individually or
          in the aggregate, reasonably be expected to have a Material Adverse
          Effect.

               (xxi) No action has been taken and no statute, rule, regulation
          or order has been enacted, adopted or issued by any governmental
          agency that prevents the issuance of the Notes or the Guarantees or
          prevents or suspends the use of the Offering Memorandum; no
          injunction, restraining order or order of any nature by a federal or
          state court of competent jurisdiction has been issued that prevents
          the issuance of the Notes or the Guarantees or prevents or suspends
          the sale of the Notes or the Guarantees in any jurisdiction referred
          to in Section 4(e) hereof; and every request of any securities
          authority or agency of any jurisdiction for additional information in
          connection with the offering of Notes has been complied with in all
          material respects.

               (xxii) There is (A) no significant unfair labor practice
          complaint pending against the Company, the Target or any of their
          respective subsidiaries, nor, to the knowledge of CAIC and the
          Company, threatened against any of them, before the National Labor
          Relations Board, any state or local labor relations board or any
          foreign labor relations board, and no significant grievance or
          significant arbitration proceeding arising out of or under any
          collective bargaining agreement is so pending against the Company, the
          Target or any of their respective subsidiaries, or, to the knowledge
          of CAIC and the Company, threatened against any of them, (B) no
          significant strike, labor dispute, slowdown or stoppage pending
          against the Company, the Target or any of their subsidiaries, or to
          the knowledge of CAIC and the Company, threatened against any of them
          and (C) to the knowledge of CAIC and the Company, there is no union
          representation question existing with respect to the employees of the
          Company, the Target or any of their respective subsidiaries. To the
          knowledge of CAIC and the Company, no collective bargaining organizing
          activities are taking place with respect to the Company, the Target or
          any of their respective subsidiaries. Neither the Company, the Target
          or any of their respective subsidiaries has violated (A) any federal,
          state or local law or foreign law relating to discrimination in
          hiring, promotion or pay of employees, (B) any applicable wage or hour
          laws or (C) any provision of the Employee Retirement Income Security
          Act of 1974, as amended ("ERISA"), or the rules and regulations
          thereunder, except those violations that could not, individually or in
          the aggregate, reasonably be expected to have a Material Adverse
          Effect.


                                       13



               (xxiii) Except as described in the Preliminary Offering
          Memorandum and the Offering Memorandum, neither CAIC, the Company, the
          Target nor any of their respective subsidiaries, has violated, or is
          in violation of, any foreign, federal, state or local law or
          regulation relating to the protection of human health and safety, the
          environment or hazardous or toxic substances or wastes, pollutants or
          contaminants (collectively, "ENVIRONMENTAL LAWS"), which violations
          could, individually or in the aggregate, reasonably be expected to
          have a Material Adverse Effect.

               (xxiv) There is no alleged liability, or to the knowledge of CAIC
          and the Company, potential liability (including, without limitation,
          alleged or potential liability or investigatory costs, cleanup costs,
          governmental response costs, natural resource damages, property
          damages, personal injuries or penalties) of CAIC, the Company, the
          Target or any of their respective subsidiaries, arising out of, based
          on or resulting from either (A) the presence or release into the
          environment of any Hazardous Material (as defined) at any location of
          the Company, the Target or any such subsidiary, as the case may be, or
          (B) any violation or alleged violation of any Environmental Law, which
          alleged or potential liability is required to be disclosed in the
          Preliminary Offering Memorandum and the Offering Memorandum, in either
          case, other than as disclosed therein, or could not reasonably be
          expected to have a Material Adverse Effect. The term "HAZARDOUS
          MATERIAL" means (1) any "hazardous substance" as defined by the
          Comprehensive Environmental Response, Compensation, and Liability Act
          of 1980, as amended, (2) any "hazardous waste" as defined by the
          Resource Conservation and Recovery Act of 1976, as amended, (3) any
          petroleum or petroleum product, (4) any polychlorinated biphenyl and
          (5) any pollutant or contaminant or hazardous, dangerous or toxic
          chemical, material, waste or substance regulated under or within the
          meaning of any other law relating to protection of human health or the
          environment or imposing liability or standards of conduct concerning
          any such chemical material, waste or substance.

               (xxv) Each of CAIC, the Company, the Target and their respective
          subsidiaries has such permits, licenses, franchises and authorizations
          of governmental or regulatory authorities ("PERMITS"), including,
          without limitation, under any applicable Environmental Laws, as are
          necessary to lease and operate its respective properties and to
          conduct its businesses in accordance with current business plans,
          except where the failure to have such permits could not reasonably be
          expected to have a Material Adverse Effect; each of CAIC, the Company,
          the Target and each of their respective subsidiaries has fulfilled and
          performed all of its obligations with respect to such permits and no
          event has occurred that allows, or after notice or lapse of time would
          allow, revocation, termination or modification thereof in either case,
          except where such failure to perform or occurrence of such event could
          not reasonably be expected to have a Material Adverse Effect.

               (xxvi) Each of the Company, the Target and their respective
          subsidiaries, has peaceful and undisturbed possession under all
          material leases to which any of them is a party as lessee and each of
          which lease is valid and binding and no default exists thereunder,
          except in each case as could not reasonably be expected to have a
          Material Adverse Effect.

               (xxvii) Each of the Company, the Target and their respective
          subsidiaries owns, possesses or has the right to employ all patents,
          patent rights, licenses, inventions, copyrights, know-how (including
          trade secrets and other unpatented and/or unpatentable proprietary or
          confidential information, software, systems or procedures),
          trademarks, service marks and trade names, computer programs,
          technical data and information


                                       14



          (collectively, the "INTELLECTUAL PROPERTY") presently employed by it
          in connection with the businesses now operated by it free and clear of
          and without violating any right, claimed right, charge, encumbrance,
          pledge, security interest, restriction or lien of any kind of any
          other person, and neither the Company nor the Target has received any
          written notice of infringement of or conflict with asserted rights of
          others with respect to any of the foregoing, except such infringements
          as could not, individually or in the aggregate, reasonably be expected
          to have a Material Adverse Effect. The use of the Intellectual
          Property in connection with the business and operations of the
          Company, the Target and their respective subsidiaries does not
          infringe on the rights of any person, except such infringements as
          could not, individually or in the aggregate, reasonably be expected to
          have a Material Adverse Effect.

               (xxviii) All federal, state and foreign income and franchise tax
          returns required to be filed by CAIC, the Company, the Target or their
          respective subsidiaries in all jurisdictions have been so filed and
          are accurate in all material respects. All taxes, including
          withholding taxes, penalties and interest, assessments, fees and other
          charges due or claimed to be due from such entities or that are due
          and payable have been paid, other than those being contested in good
          faith and for which adequate reserves have been provided in accordance
          with generally accepted accounting principles or those currently
          payable without penalty or interest and except where the failure to
          make such required filings or payments could not, individually or in
          the aggregate, reasonably be expected to result in a Material Adverse
          Effect. To the knowledge of CAIC, the Company and the Guarantors there
          are no material proposed additional tax assessments against CAIC, the
          Company, the Target or their respective subsidiaries or the assets or
          property of CAIC, the Company, the Target or their respective
          subsidiaries, except those tax assessments for which adequate reserves
          have been established.

               (xxix) Each of the Company, the Target and their respective
          subsidiaries, maintains a system of internal accounting controls
          sufficient to provide reasonable assurance that (A) transactions are
          executed in accordance with management's general or specific
          authorizations, (B) transactions are recorded as necessary to permit
          preparation of financial statements in conformity with generally
          accepted accounting principles and to maintain accountability for
          assets, (C) access to assets is permitted only in accordance with
          management's general or specific authorization and (D) the recorded
          accountability for assets is compared with the existing assets at
          reasonable intervals and appropriate action is taken with respect
          thereto.

               (xxx) Each of the Company, the Target and their respective
          subsidiaries, maintains insurance covering its properties, operations,
          personnel and businesses, insuring against such losses and risks as
          are consistent with industry practice, except where failure to
          maintain such insurance could not reasonably be expected to have a
          Material Adverse Effect. Neither the Company nor the Target has
          received written notice from any insurer or agent of such insurer that
          substantial capital improvements or other expenditures will have to be
          made in order to continue such insurance.

               (xxxi) Except as described in the Preliminary Offering Memorandum
          and the Offering Memorandum, after giving effect to the Transactions,
          no relationship, direct or indirect, exists between or among CAIC, the
          Company, the Target or their respective subsidiaries on the one hand,
          and the directors, officers, stockholders, customers or suppliers of
          CAIC, the Company, the Target or their respective subsidiaries on the
          other hand, that would be required by the Act to be described in the
          Offering Memorandum if


                                       15



          the Offering Memorandum were a prospectus included in a registration
          statement on Form S-1 filed with the Commission.

               (xxxii) Neither CAIC, nor the Company, nor the Target nor their
          respective subsidiaries is, or after giving effect to the Transactions
          and applying the net proceeds as described in the Preliminary Offering
          Memorandum and the Offering Memorandum under the caption "Use of
          Proceeds" will be, an "investment company" or a company "controlled"
          by an "investment company" required to be registered under the
          Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY
          ACT").

               (xxxiii) There are no holders of securities of the Company, the
          Target or their respective subsidiaries who, by reason of the
          execution by CAIC, the Company or the Guarantors of this Agreement or
          any other Operative Document to which it is a party, or the
          consummation by CAIC, the Company or the Guarantors of the
          transactions contemplated hereby and thereby, have the right to
          request or demand that CAIC, the Company, the Target or their
          respective subsidiaries register under the Act or analogous foreign
          laws and regulations securities held by them, other than pursuant to
          the Registration Rights Agreement.

               (xxxiv) Neither CAIC, nor the Company, nor the Target nor their
          respective subsidiaries has taken, directly or indirectly, any action
          designed to, or that might reasonably be expected to, cause or result
          in stabilization or manipulation of the price of any security of the
          Company, the Target or their respective subsidiaries to facilitate the
          sale or resale of the Notes.

               (xxxv) The accountants who have certified or will certify the
          financial statements included or to be included as part of the
          Offering Memorandum are independent accountants as required by the
          Act. Except as described in the Preliminary Offering Memorandum and
          the Offering Memorandum, the historical consolidated financial
          statements, together with related schedules and notes thereto,
          included in the Preliminary Offering Memorandum and the Offering
          Memorandum comply as to form in all material respects with the
          requirements applicable to financial statements required in
          registration statements on Form S-1 under the Act and present fairly
          in all material respects the financial position and results of
          operations at the dates and for the periods indicated, except that
          such historical consolidated financial statements do not include
          selected historical financial data for the 2000 and 2001 fiscal years.
          All such financial statements have been prepared in accordance with
          generally accepted accounting principles in the United States applied
          on a consistent basis throughout the periods presented, except as
          disclosed therein. The pro forma consolidated financial statements and
          related notes thereto included in the Preliminary Offering Memorandum
          and the Offering Memorandum, have been prepared on a basis consistent
          with that of the historical financial statements, except for the pro
          forma adjustments specified therein, and give effect to assumptions
          made on a reasonable basis and present fairly in all material respects
          the historical and proposed transactions described in the Preliminary
          Offering Memorandum and the Offering Memorandum, and such pro forma
          financial statements comply as to form in all material respects with
          the requirements applicable to pro forma financial statements included
          in registration statements on Form S-1 under the Act, except as stated
          therein and except that pro forma financial statements with respect to
          the twelve months ended September 30, 2005 are not required by
          Regulation S-X and except that pro forma financial statements included
          in the Preliminary Offering Memorandum do not reflect the terms of the
          New Senior Credit Facility and the Notes


                                       16



          included or directly derived from the information set forth on
          Schedule IV(b) hereto. The other financial and statistical information
          and data included in the Preliminary Offering Memorandum and the
          Offering Memorandum derived from the historical and pro forma
          consolidated financial statements are fairly presented in all material
          respects and prepared on a basis consistent with the historical
          consolidated financial statements included in the Preliminary Offering
          Memorandum and the Offering Memorandum and the books and records as
          applicable.

               (xxxvi) No registration under the Act of the Initial Notes or the
          Guarantees thereof is required for the offer, sale and delivery of the
          Initial Notes to the Initial Purchasers as contemplated hereby or for
          the Exempt Resales assuming (A) that the purchasers who buy the
          Initial Notes in the Exempt Resales are Eligible Purchasers and (B)
          the accuracy of the Initial Purchasers' representations regarding the
          absence of general solicitation in connection with the sale of Initial
          Notes to the Initial Purchasers and the Exempt Resales contained
          herein. No form of general solicitation or general advertising (as
          defined in Regulation D under the Act) was used by CAIC, the Company,
          the Guarantors or any of their representatives (other than the Initial
          Purchasers, as to which CAIC, the Company and the Guarantors make no
          representation or warranty) in connection with the offer and sale of
          any of the Initial Notes or the Guarantees thereof or in connection
          with Exempt Resales, including, but not limited to, articles, notices
          or other communications published in any newspaper, magazine or
          similar medium or broadcast over television or radio, or any seminar
          or meeting whose attendees have been invited by any general
          solicitation or general advertising. No securities of the same class
          as the Notes or the Guarantees have been issued and sold by CAIC, the
          Company, the Target or their respective subsidiaries within the
          six-month period immediately prior to the date hereof.

               (xxxvii) The statistical, industry and market-related data
          included in the Preliminary Offering Memorandum and the Offering
          Memorandum are based on or derived from management estimates and
          third-party sources, and CAIC, the Company and the Guarantors believe
          such estimates and sources are reasonable, reliable and accurate in
          all material respects.

               (xxxviii) Since the respective dates as of which information is
          given in the Preliminary Offering Memorandum, (A) there has not been
          any material adverse change, or any development that is reasonably
          expected to result in a material adverse change, in the capital stock
          or the long-term debt, or material increase in the short-term debt, of
          CAIC, the Company, the Target or their respective subsidiaries from
          that set forth in the Disclosure Package and the Offering Memorandum,
          (B) no dividend or distribution of any kind has been declared, paid or
          made by CAIC, the Company, the Target or their subsidiaries on any
          class of its stock, and (C) neither CAIC, nor the Company, nor the
          Target nor any of their respective subsidiaries has incurred any
          liabilities or obligations, direct or contingent, that are material,
          individually or in the aggregate, to CAIC, the Company, the Target or
          their respective subsidiaries taken as a whole, and that are required
          to be disclosed on a balance sheet or notes thereto in accordance with
          generally accepted accounting principles in the United States and are
          not disclosed on the latest balance sheet or notes thereto included in
          the Offering Memorandum, nor entered into any transaction not in the
          ordinary course of business. Since the date hereof and since the dates
          as of which information is given in the Offering Memorandum, there has
          not occurred any change, or any development that is reasonably likely
          to result in a Material Adverse Effect.


                                       17



               (xxxix) Each of the Preliminary Offering Memorandum and the
          Offering Memorandum, as of its date, and each amendment or supplement
          thereto, as of its date, contains the information specified in, and
          meets the requirements of, Rule 144A(d)(4) under the Act.

               (xl) Prior to the effectiveness of any Registration Statements,
          the Indenture is not required to be qualified under the Trust
          Indenture Act.

               (xli) None of CAIC, the Company or the Guarantors or any of their
          affiliates, or any person acting on their behalf (it being understood
          that no representation or warranty is made by CAIC, the Company or the
          Guarantors regarding the Initial Purchasers) (A) has, within the six
          month period prior to the date hereof, offered or sold in the United
          States or to and U.S. Person, the Initial Notes or any security of the
          same class or series as the Initial Notes or (B) has offered or will
          offer or sell the Initial Notes (1) in the United States or to any
          U.S. Person by means of any form of general solicitation or general
          advertising within the meaning of Rule 502(c) under the Act or (2)
          with respect to any such securities sold in reliance on Rule 903 of
          Regulation S, by means of any directed selling efforts within the
          meaning of Rule 902(c) of Regulation S.

               (xlii) The Initial Notes offered and sold in reliance on
          Regulation S have been and will be offered and sold only in offshore
          transactions (assuming that the purchasers who buy the Initial Notes
          in the Exempt Resales to Reg S Investors are Reg S Investors).

               (xliii) The sale of the Initial Notes pursuant to Regulation S is
          not part of a plan or scheme to evade the registration provisions of
          the Act.

               (xliv) CAIC, the Company, the Guarantors and their respective
          affiliates and all persons acting on their behalf (other than the
          Initial Purchasers, as to whom CAIC, the Company and the Guarantors
          make no representation or warranty) have complied with and will comply
          with the offering restrictions requirements of Regulation S in
          connection with the offering of the Notes outside the United States
          (assuming that the purchasers who buy the Initial Notes in the Exempt
          Resales to Reg S Investors are Reg S Investors) and, in connection
          therewith, the Preliminary Offering Memorandum and the Offering
          Memorandum contain or will contain the disclosure required by Rule
          902(g)(2) under the Act. The Initial Notes sold in Reliance on
          Regulations S will be represented upon issuance by a temporary global
          security that may not be exchanged for definitive securities until the
          expiration of the 40-day distribution compliance period referred to in
          Rule 903(c)(3) of the Act and only upon certification of beneficial
          ownership of such Initial Notes by a non-U.S. Person or U.S. Persons
          who purchased such Initial Notes in transactions that were exempt from
          the registration requirements of the Act.

               (xlv) None of the execution, delivery and performance of this
          Agreement, the issuance and sale of the Notes, the application of the
          proceeds from the issuance and sale of the Notes and the consummation
          of the transactions contemplated thereby as set forth in the
          Preliminary Offering Memorandum and the Offering Memorandum, will
          violate Regulations T, U or X promulgated by the Board of Governors of
          the Federal Reserve System or analogous foreign laws and regulations.


                                       18



               (xlvi) Except pursuant to the Operative Documents, there are no
          contracts, agreements or understandings among CAIC, the Company, the
          Target and any other person that would give rise to a valid claim
          against CAIC, the Company, the Target, their respective subsidiaries
          or the Initial Purchasers for a brokerage commission, finder's fee or
          like payment in connection with the issuance, purchase and sale of the
          Notes.

               (xlvii) Neither CAIC, nor the Company nor the Target has
          distributed or, prior to the later to occur of (A) the Closing Date
          and (B) completion of the distribution of the Initial Notes, will
          distribute any material in connection with the offering and sale of
          the Initial Notes other than the Preliminary Offering Memorandum, the
          Offering Memorandum or other material, if any, not prohibited by the
          Act and the Financial Services and Markets Act 2000 of the United
          Kingdom ("FSMA") (or regulations promulgated to the Act or the FSMA)
          and approved by the Initial Purchasers, such approval not to be
          unreasonably withheld or delayed.

               (xlviii) Neither CAIC, nor the Company, nor the Target nor any
          Guarantor has entered or will enter into any contractual arrangement
          with respect to the distribution of the Initial Notes except for this
          Agreement.

               (xlix) Upon consummation of the Acquisition, all the
          representations and warranties contained in this Agreement will be
          true and correct.

               (l) Each certificate signed by any officer of CAIC, the Company
          or the Guarantors and delivered to the Initial Purchasers or counsel
          for the Initial Purchasers shall be deemed to be a representation and
          warranty by CAIC, the Company or the Guarantors, as the case may be,
          to the Initial Purchasers as to the matters covered thereby.

          Each of CAIC, the Company and the Guarantors acknowledge that the
     Initial Purchasers and, for purposes of the opinions to be delivered to the
     Initial Purchasers pursuant to Section 8 hereof, counsel for CAIC, the
     Company and the Guarantors and counsel for the Initial Purchasers, will
     rely upon the accuracy and truth of the foregoing representations and
     hereby consent to such reliance.

               (b) Each of the Initial Purchasers, severally and not jointly,
     represents, warrants and covenants to CAIC, the Company and the Guarantors:

               (i) Such Initial Purchaser is an institutional "accredited
          investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
          Act) with such knowledge and experience in financial and business
          matters as are necessary in order to evaluate the merits and risks of
          an investment in the Initial Notes.

               (ii) Such Initial Purchaser is not acquiring the Initial Notes
          with a view to any distribution thereof that would violate the Act or
          the securities laws of any state of the United States or any other
          applicable jurisdiction.

               (iii) No form of general solicitation or general advertising
          (within the meaning of Regulation D under the Act) has been or will be
          used by such Initial Purchaser or any of its representatives in
          connection with the offer and sale of any of the Initial Notes,
          including, but not limited to, articles, notices or other
          communications published in any newspaper, magazine or similar medium
          or broadcast over television or


                                       19



          radio, or any seminar or meeting whose attendees have been invited by
          any general solicitation or general advertising.

               (iv) Such Initial Purchaser agrees that, in connection with the
          Exempt Resales, it will solicit offers to buy the Initial Notes only
          from, and will offer to sell the Initial Notes only to, Eligible
          Purchasers. Such Initial Purchaser further (A) agrees that it will
          offer to sell the Initial Notes only to, and will solicit offers to
          buy the Initial Notes only from (1) Eligible Purchasers that such
          Initial Purchaser reasonably believes are QIBs and (2) Reg S Investors
          and (B) acknowledges and agrees that, in the case of such QIBs and
          such Reg S Investors, such Initial Notes will not have been registered
          under the Act and may be resold, pledged or otherwise transferred only
          (x)(I) to a person whom the seller reasonably believes is a QIB
          purchasing for its own account or for the account of a QIB for which
          such person is acting as fiduciary or agent, in a transaction meeting
          the requirements of Rule 144A under the Act, (II) in an offshore
          transaction (as defined in Rule 902 under the Act) meeting the
          requirements of Rule 904 under the Act, (III) in a transaction meeting
          the requirements of Rule 144 under the Act, (IV) to an institutional
          accredited investor that, prior to such transfer, furnishes the
          Trustee a signed letter containing certain representations and
          agreements relating to the registration of transfer of such Initial
          Notes (the form of which can be obtained from the Trustee) and, if
          such transfer is in respect of an aggregate principal amount of
          Initial Notes in excess of $250,000, an opinion of counsel acceptable
          to the Company that such transfer is in compliance with the Act or (V)
          in accordance with another exemption from the registration
          requirements of the Act (and based upon an opinion of counsel if the
          Company so requests), (y) to the Company or any of its subsidiaries,
          (z) pursuant to an effective registration statement under the Act and,
          in each case, in accordance with any applicable securities laws of any
          state of the United States or any other applicable jurisdiction and
          (C) acknowledges that they will, and each subsequent holder is
          required to, notify any purchaser of the security evidenced thereby of
          the resale restrictions set forth in (B) above.

               (v) Such Initial Purchaser and its affiliates or any person
          acting on its or their behalf has not engaged or will not engage in
          any directed selling efforts within the meaning of Regulation S with
          respect to the Initial Notes or the Guarantees thereof.

               (vi) The Initial Notes offered and sold by such Initial Purchaser
          pursuant hereto in reliance on Regulation S have been and will be
          offered and sold only in offshore transactions (assuming that the
          purchasers who buy the Initial Notes in the Exempt Resales to Reg S
          Investors are Reg S Investors).

               (vii) The sale of Initial Notes offered and sold by such Initial
          Purchaser pursuant hereto in reliance on Regulation S is not part of a
          plan or scheme to evade the registration provisions of the Act.

               (viii) Such Initial Purchaser has not distributed nor, prior to
          the later to occur of (A) the Closing Date and (B) completion of the
          distribution of the Initial Notes, will distribute any material in
          connection with the offering and sale of the Initial Notes other than
          the Preliminary Offering Memorandum, the Offering Memorandum or other
          material, if any, not prohibited by the Act and the FSMA (or
          regulations promulgated to the Act or the FSMA).


                                       20



               (ix) Such Initial Purchaser agrees that it has not offered or
          sold and will not offer or sell the Initial Notes in the United States
          or to, or for the benefit or account of, a U.S. Person (other than a
          distributor), in each case, as defined in Rule 902 under the Act (i)
          as part of its distribution at any time and (ii) otherwise until 40
          days after the later of the commencement of the offering of the
          Initial Notes pursuant hereto and the Closing Date, other than in
          accordance with Rule 903 of Regulation S of the Act or another
          exemption from the registration requirements of the Act. Such Initial
          Purchaser agrees that, during such 40-day distribution compliance
          period, it will not cause any advertisement with respect to the
          Initial Notes (including any "tombstone" advertisement) to be
          published in any newspaper or periodical or posted in any public place
          and will not issue any circular relating to the Initial Notes, except
          such advertisements as are permitted by and include the statements
          required by Regulation S.

               (x) Such Initial Purchaser agrees that the Initial Notes offered
          and sold in reliance on Regulation S will be represented upon issuance
          by a global security that may not be exchanged for definitive
          securities until the expiration of the 40-day distribution compliance
          period referred to in Rule 903(b)(3) under the Act and only upon
          certification of beneficial ownership of such Initial Notes by
          non-U.S. persons or U.S. persons who purchased such Initial Notes in
          transactions that were exempt from the registration requirements of
          the Act.

               (xi) Such Initial Purchaser agrees that, at or prior to
          confirmation of a sale of Initial Notes by it to any distributor,
          dealer or person receiving a selling concession, fee or other
          remuneration during the 40-day distribution compliance period referred
          to in Rule 903(b)(2) under the Act, it will send to such distributor,
          dealer or person receiving a selling concession, fee or other
          remuneration a confirmation or notice to substantially the following
          effect:

          "THE INITIAL NOTES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
          MAY NOT BE OFFERED AND SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
          ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF YOUR DISTRIBUTION
          AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE
          COMMENCEMENT OF THE OFFERING OF THE INITIAL NOTES AND THE CLOSING OF
          THE OFFERING, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S
          UNDER THE SECURITIES ACT (OR RULE 144A OR TO ACCREDITED INSTITUTIONS
          IN TRANSACTIONS THAT ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
          THE SECURITIES ACT), AND IN CONNECTION WITH ANY SUBSEQUENT SALE BY YOU
          OF THE INITIAL NOTES COVERED HEREBY IN RELIANCE ON REGULATION S DURING
          THE PERIOD REFERRED TO ABOVE TO ANY DISTRIBUTOR, DEALER OR PERSON
          RECEIVING A SELLING CONCESSION, FEE OR OTHER REMUNERATION, YOU MUST
          DELIVER A NOTICE TO SUBSTANTIALLY THE FOREGOING EFFECT. TERMS USED
          ABOVE HAVE THE MEANINGS ASSIGNED TO THEM IN REGULATION S."

          The Initial Purchasers acknowledge that CAIC, the Company and the
     Guarantors, for purposes of the opinions to be delivered to the Initial
     Purchasers pursuant to Section 8 hereof, counsel for CAIC, the Company and
     the Guarantors and counsel for the Initial Purchasers will


                                       21



     rely upon the accuracy and truth of the foregoing representations and
     hereby consent to such reliance.

          6. Indemnification.

               (a) As of the date hereof, CAIC, and as of the Closing Date, each
     of the Company and the Guarantors, jointly and severally, agrees to
     indemnify and hold harmless (i) each Initial Purchaser, (ii) each person,
     if any, who controls the Initial Purchasers within the meaning of Section
     15 of the Act or Section 20(a) of the Exchange Act and (iii) the respective
     affiliates, officers, directors, partners, employees, representatives and
     agents of the Initial Purchasers or any controlling person to the fullest
     extent lawful, from and against any and all losses, liabilities, claims,
     damages and expenses whatsoever (including but not limited to reasonable
     attorneys' fees and reasonable expenses incurred in investigating,
     preparing or defending against any investigation or litigation, commenced
     or threatened, or any claim whatsoever, and any and all amounts paid in
     settlement of any claim or litigation, if such settlement is effected with
     the written consent of the Company), joint or several, to which they or any
     of them may become subject under the Act, the Exchange Act or otherwise,
     insofar as such losses, liabilities, claims, damages or expenses (or
     actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of a material fact contained in the
     Preliminary Offering Memorandum, any Free Writing Offering Document or the
     Offering Memorandum, or in any supplement thereto or amendment thereof, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading; provided, however, that none of CAIC, the
     Company or any Guarantor will be liable in any such case to the extent, but
     only to the extent, that any such loss, liability, claim, damage or expense
     arises out of or is based upon any such untrue statement or alleged untrue
     statement or omission or alleged omission made therein in reliance upon and
     in conformity with information relating to the Initial Purchasers furnished
     to CAIC or the Company in writing by or on behalf of the Initial Purchasers
     expressly for use therein. This indemnity agreement will be in addition to
     any liability that CAIC, the Company or any Guarantor may otherwise have,
     including under this Agreement.

               (b) Each Initial Purchaser agrees, severally and not jointly, to
     indemnify and hold harmless (i) as of the date hereof, CAIC and, as of the
     Closing Date, the Company and each Guarantor (ii) each person, if any, who
     controls the Company or any Guarantor within the meaning of Section 15 of
     the Act or Section 20(a) of the Exchange Act, and (iii) the officers,
     directors, partners, employees, representatives and agents of CAIC as of
     the date hereof, and, as of the Closing Date, the Company or any Guarantor,
     to the fullest extent lawful, from and against any and all losses,
     liabilities, claims, damages and expenses whatsoever (including but not
     limited to reasonable attorneys' fees and reasonable expenses incurred in
     investigating, preparing or defending against any investigation or
     litigation, commenced or threatened, or any claim whatsoever and any and
     all amounts paid in settlement of any claim or litigation, if such
     settlement is effected with the written consent of such Initial Purchaser),
     joint or several, to which they or any of them may become subject under the
     Act, the Exchange Act or otherwise, insofar as such losses, liabilities,
     claims, damages or expenses (or actions in respect thereof) arise out of or
     are based upon any untrue statement or alleged untrue statement of a
     material fact contained in the Preliminary Offering Memorandum, any Free
     Writing Offering Document or the Offering Memorandum, or in any amendment
     thereof or supplement thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading, in each
     case to the extent, but only to the extent, that any such loss,


                                       22



     liability, claim, damage or expense arises out of or is based upon any
     untrue statement or alleged untrue statement or omission or alleged
     omission made therein in reliance upon and in conformity with information
     relating to the Initial Purchasers furnished to the Company in writing by
     or on behalf of such Initial Purchaser expressly for use therein; provided,
     however, that in no case shall an Initial Purchaser be liable or
     responsible for any amount in excess of the discounts and commissions
     received by such Initial Purchaser under this Agreement. This indemnity
     will be in addition to any liability that such Initial Purchasers may
     otherwise have, including under this Agreement.

               (c) Promptly after receipt by an indemnified party under
     subsection (a) or (b) above of notice of the commencement of any action,
     such indemnified party shall, if a claim in respect thereof is to be made
     against the indemnifying party under such subsection, notify each party
     against whom indemnification is to be sought in writing of the commencement
     thereof (but the failure so to notify an indemnifying party shall not
     relieve the indemnifying party from any liability that it may have under
     this Section 6 except to the extent that it has been prejudiced in any
     material respect by such failure or from any liability that the
     indemnifying party may otherwise have). In case any such action is brought
     against any indemnified party, and it notifies an indemnifying party of the
     commencement thereof, the indemnifying party will be entitled to
     participate therein, and to the extent it may elect by written notice
     delivered to the indemnified party promptly after receiving the aforesaid
     notice from such indemnified party, to assume the defense thereof with
     counsel reasonably satisfactory to such indemnified party. Notwithstanding
     the foregoing, the indemnified party or parties shall have the right to
     employ its or their own counsel in any such case, but the fees and expenses
     of such counsel shall be at the expense of such indemnified party or
     parties unless (i) the employment of such counsel shall have been
     authorized in writing by the indemnifying parties in connection with the
     defense of such action, (ii) the indemnifying parties shall not have
     employed counsel to take charge of the defense of such action within a
     reasonable time after notice of commencement of the action or (iii) such
     indemnified party or parties shall have reasonably concluded that there may
     be defenses available to it or them that are different from or additional
     to those available to one or all of the indemnifying parties (in which case
     the indemnifying party or parties shall not have the right to direct the
     defense of such action on behalf of the indemnified party or parties), in
     any of which events such fees and expenses of counsel shall be borne by the
     indemnifying parties; provided, however, that the indemnifying party under
     subsection (a) or (b) above shall only be liable for the reasonable legal
     expenses of one counsel (in addition to any local counsel) for all
     indemnified parties in each jurisdiction in which any claim or action is
     brought. Anything in this subsection to the contrary notwithstanding, an
     indemnifying party shall not be liable for any settlement of any claim or
     action effected without its prior written consent; provided that such
     consent was not unreasonably withheld. No indemnifying party shall, without
     the prior written consent of the indemnified party, effect any settlement,
     compromise or consent to the entry of judgment in any pending or threatened
     action, suit or proceeding in respect of which any indemnified party is a
     party and indemnity was sought hereunder by such indemnified party, unless
     such settlement, compromise or consent includes an unconditional release of
     such indemnified party from all liability on claims that are the subject
     matter of such action, suit or proceeding and does not include a statement
     as to or an admission of fault, culpability or a failure to act by or on
     behalf of any indemnified party.

          7. Contribution. In order to provide for contribution in circumstances
     in which the indemnification provided for in Section 6 is for any reason
     held to be unavailable from an indemnifying party or is insufficient to
     hold harmless a party indemnified thereunder, CAIC (as of the date hereof)
     and the Company and the Guarantors (as of the Closing Date), on the one
     hand, and the Initial Purchasers, on the other hand, shall contribute to
     the aggregate losses,


                                       23



     liabilities, claims, damages and expenses of the nature contemplated by
     such indemnification provision (including any investigation, legal and
     other expenses reasonably incurred in connection with, and any amount paid
     in settlement of, any action, suit or proceeding or any claims asserted,
     but after deducting in the case of losses, liabilities, claims, damages and
     expenses suffered by CAIC, the Company and the Guarantors, any contribution
     received by CAIC, the Company or the Guarantors from persons, other than
     the Initial Purchasers or the Guarantors, who may also be liable for
     contribution, including persons who control CAIC, the Company within the
     meaning of Section 15 of the Act or Section 20(a) of the Exchange Act) to
     which CAIC, the Company and the Initial Purchasers may be subject, in such
     proportion as is appropriate to reflect the relative benefits received by
     CAIC, the Company and the Guarantors, on the one hand, and the Initial
     Purchasers, on the other hand, from the offering of the Initial Notes or,
     if such allocation is not permitted by applicable law or indemnification is
     not available as a result of the indemnifying party not having received
     notice as provided in Section 6, in such proportion as is appropriate to
     reflect not only the relative benefits referred to above but also the
     relative fault of CAIC, the Company and the Guarantors, on the one hand,
     and the Initial Purchasers, on the other hand, in connection with the
     statements or omissions that resulted in such losses, liabilities, claims,
     damages or expenses, as well as any other relevant equitable
     considerations. The relative benefits received by CAIC, the Company and the
     Guarantors, on the one hand, and the Initial Purchasers, on the other hand,
     shall be deemed to be in the same proportion as (i) the total proceeds from
     the offering of Initial Notes (net of discounts but before deducting
     expenses) received by CAIC, the Company or any Guarantor and (ii) the
     discounts and commissions received by the Initial Purchasers. The relative
     fault of CAIC, the Company and the Guarantors, on the one hand, and of the
     Initial Purchasers, on the other hand, shall be determined by reference to,
     among other things, whether the untrue or alleged untrue statement of a
     material fact or the omission or alleged omission to state a material fact
     relates to information supplied by CAIC, the Company or the Guarantors or
     the Initial Purchasers and the parties' relative intent, knowledge, access
     to information and opportunity to correct or prevent such statement or
     omission. CAIC, the Company the Guarantors, and the Initial Purchasers
     agree that it would not be just and equitable if contribution pursuant to
     this Section 7 were determined by pro rata allocation or by any other
     method of allocation that does not take into account the equitable
     considerations referred to above. Notwithstanding the provisions of this
     Section 7, (i) in no case shall an Initial Purchaser be required to
     contribute any amount in excess of the amount by which the discounts and
     commissions applicable to the Initial Notes purchased by such Initial
     Purchaser pursuant to this Agreement exceeds the amount of any damages that
     such Initial Purchaser has otherwise been required to pay by reason of any
     untrue or alleged untrue statement or omission or alleged omission and (ii)
     no person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Act) shall be entitled to contribution from any person
     who was not guilty of such fraudulent misrepresentation. For purposes of
     this Section 7, (A) each person, if any, who controls an Initial Purchaser
     within the meaning of Section 15 of the Act or Section 20(a) of the
     Exchange Act and (B) the respective officers, directors, partners,
     employees, representatives and agents of such Initial Purchaser or any
     controlling person shall have the same rights to contribution as such
     Initial Purchaser, and (A) each person, if any, who controls CAIC, the
     Company or any Guarantor within the meaning of Section 15 of the Act or
     Section 20(a) of the Exchange Act and (B) the respective affiliates,
     officers, directors, partners, employees, representatives and agents of the
     Company or any Guarantor shall have the same rights to contribution as
     CAIC, the Company and the Guarantors, subject in each case to clauses (i)
     and (ii) of this Section 7. Any party entitled to contribution will,
     promptly after receipt of notice of commencement of any action, suit or
     proceeding against such party in respect of which a claim for contribution
     may be made against another party or parties under this Section 7, notify
     such party or parties from whom contribution may be sought, but the failure
     to so notify such party or parties shall not relieve the party or parties
     from whom contribution may be sought from any


                                       24



     obligation it or they may have under this Section 7 or otherwise. No party
     shall be liable for contribution with respect to any action or claim
     settled without its prior written consent; provided that such written
     consent was not unreasonably withheld. The Initial Purchasers' obligations
     to contribute pursuant to this Section 7 are several in proportion to the
     respective principal amount of the Notes purchased by each of the Initial
     Purchasers hereunder and are not joint.

          8. Conditions of Initial Purchasers' Obligations. The obligations of
     the Initial Purchasers to purchase and pay for the Initial Notes, as
     provided herein, shall be subject to the satisfaction of the following
     conditions:

               (a) All of the representations and warranties of CAIC, the
     Company and the Guarantors contained in this Agreement shall be true and
     correct on the date hereof and on the Closing Date, as applicable, with the
     same force and effect as if made on and as of the date hereof and the
     Closing Date, as applicable. CAIC, the Company and the Guarantors shall
     have performed or complied in all material respects with all of the
     agreements contained herein and required to be performed or complied with
     by it on or prior to the Closing Date.

               (b) The Offering Memorandum shall have been printed and copies
     distributed to the Initial Purchasers not later than 10:00 a.m., New York
     City time, on the day that is two Business Days following the date of this
     Agreement or at such later date and time as to which the Initial Purchasers
     may agree.

               (c) No stop order suspending the qualification or exemption from
     qualification of the Initial Notes or the Guarantees thereof in any
     jurisdiction referred to in Section 4(e) shall have been issued and no
     proceeding for that purpose shall have been commenced or shall be pending
     or threatened.

               (d) No action shall have been taken and no statute, rule,
     regulation or order shall have been enacted, adopted or issued by any
     governmental agency that would, as of the Closing Date, prevent the
     issuance of the Initial Notes or the Guarantees thereof; no action, suit,
     investigation or proceeding shall have been commenced and be pending
     against or affecting or, to the knowledge of the Company, threatened
     against, CAIC, the Company, the Target or any of their respective
     subsidiaries, before any court or arbitrator or any governmental body,
     agency or authority or administrative agency that, if adversely determined,
     could reasonably be expected to result in a Material Adverse Effect; and no
     stop order shall have been issued preventing the use of the Preliminary
     Offering Memorandum, any Free Writing Offering Document, the Offering
     Memorandum or any amendment or supplement thereto, or that could reasonably
     be expected to have a Material Adverse Effect.

               (e) Since the respective dates as of which information is given
     in the Disclosure Package, (i) there shall not have been any material
     adverse change, or any development that is reasonably likely to result in a
     material adverse change, in the capital stock or the long-term debt, or
     material increase in the short-term debt, of the Company or any of its
     subsidiaries from that set forth in the Disclosure Package and the Offering
     Memorandum, (ii) no dividend or distribution of any kind shall have been
     declared, paid or made by the Company or any of its subsidiaries on any
     class of its capital stock or membership interests, other than as provided
     under the Acquisition Agreement, and (iii) neither the Company, the Target
     nor any of their respective subsidiaries, shall have incurred any
     liabilities or obligations, direct or contingent, that are material,
     individually or in the aggregate, to the Company and its subsidiaries taken
     as a whole, and that are required to be disclosed on a balance sheet or
     notes thereto in accordance with generally accepted accounting principles
     in the United States and are not disclosed on the latest


                                       25



     balance sheet or notes thereto included in the Offering Memorandum, nor
     entered into any transaction not in the ordinary course of business, in
     each case, other than as provided under the Operative Documents and as
     disclosed in the Disclosure Package and the Offering Memorandum. Since the
     date hereof and since the dates as of which information is given in the
     Preliminary Offering Memorandum, there has not occurred any Material
     Adverse Effect, or any development that is reasonably likely to result in a
     Material Adverse Effect.

               (f) The Initial Purchasers shall have received certificates,
     dated the Closing Date, signed on behalf of the Company and each Guarantor,
     in form and substance reasonably satisfactory to the Initial Purchasers and
     counsel for the Initial Purchasers, confirming, as of the Closing Date, the
     matters set forth in paragraphs (a), (c), (d) and (e) of this Section 8 and
     that, as of the Closing Date, the obligations of the Company and each
     Guarantor to be performed hereunder on or prior thereto have been duly
     performed in all material respects.

               (g) The Initial Purchasers shall have received on the Closing
     Date an opinion, dated the Closing Date, in form and substance reasonably
     satisfactory to the Initial Purchasers and counsel for the Initial
     Purchasers, of Paul, Weiss, Rifkind, Wharton & Garrison, LLP counsel for
     the Company, substantially to the effect set forth in Exhibit B hereto.

               (h) The Initial Purchasers shall have received on the Closing
     Date an opinion, dated the Closing Date, in form and substance reasonably
     satisfactory to the Initial Purchasers and counsel for the Initial
     Purchasers, of the General Counsel of the Company, substantially to the
     effect set forth in Exhibit C hereto.

               (i) At the time this Agreement is executed and at the Closing
     Date, the Initial Purchasers shall have received from
     PricewaterhouseCoopers LLP, independent auditors with respect to the
     Company and the Guarantors, dated as of the date of this Agreement and as
     of the Closing Date, customary comfort letters addressed to the Initial
     Purchasers and in form and substance reasonably satisfactory to the Initial
     Purchasers and counsel for the Initial Purchasers with respect to the
     financial statements and certain financial information contained in the
     Preliminary Offering Memorandum and the Offering Memorandum.

               (j) The Initial Purchasers shall have received, on the Closing
     Date, an opinion, dated the Closing Date, in form and substance reasonably
     satisfactory to the Initial Purchasers, of Latham & Watkins LLP, counsel
     for the Initial Purchasers, covering such matters as are customarily
     covered in such opinions.

               (k) Prior to the Closing Date, CAIC, the Company and the
     Guarantors shall have furnished to the Initial Purchasers and their counsel
     such further information, certificates and documents as the Initial
     Purchasers or such counsel may reasonably request for the purpose of
     enabling them to review or pass upon the matters referred to in this
     Section 8 and in order to evidence the accuracy, completeness or
     satisfaction in all material respects of any of the representations,
     warranties or conditions herein contained.

               (l) The Company, the Guarantors and the Trustee shall have
     entered into the Indenture, and the Initial Purchasers shall have received
     counterparts, conformed as executed, thereof.

               (m) The Company, the Guarantors and the Initial Purchasers shall
     have entered into the Registration Rights Agreement and the Initial
     Purchasers shall have received counterparts, conformed as executed,
     thereof.


                                       26



               (n) On the Closing Date, the Company, the Guarantors and the
     Initial Purchasers shall have entered into the First Amendment and the
     Initial Purchasers shall have received counterparts, conformed as executed,
     thereof.

               (o) The New Senior Credit Facility shall have been entered into
     and M&F shall have contributed cash to the common equity capital of CAIC,
     each as substantially as described in the Preliminary Offering Memorandum
     and the Offering Memorandum, providing proceeds in an amount sufficient,
     together with the proceeds from the sale of the Initial Notes, to
     consummate the Acquisition.

               (p) The Acquisition, in accordance with the terms of the
     Acquisition Agreement, and the Merger, shall have been consummated prior
     to, or simultaneously with, the purchase of and payment for the Initial
     Notes as provided in this Agreement.

               (q) On or after the date hereof, and prior to the Closing Date
     (i) there shall not have occurred any downgrading, suspension or withdrawal
     of, nor shall any notice have been given of any potential or intended
     downgrading, suspension or withdrawal of, or of any review (or of any
     potential or intended review) for a possible change that does not indicate
     the direction of the possible change in, any rating of the Company or any
     Guarantor or any securities of the Company or any Guarantor (including,
     without limitation, the placing of any of the foregoing ratings on credit
     watch with negative or developing implications or under review with an
     uncertain direction) by any "nationally recognized statistical rating
     organization" as such term is defined for purposes of Rule 436(g)(2) under
     the Act, (ii) there shall not have occurred any change, nor shall any
     notice have been given of any potential or intended change, in the outlook
     for any rating of the Company or any Guarantor, or any securities of the
     Company or any Guarantor by any such rating organization and (iii) no such
     rating organization shall have given notice that it has assigned (or is
     considering assigning) a lower rating to the Initial Notes than that on
     which the Initial Notes were marketed.

               (r) The Initial Notes shall have been approved for trading on
     PORTAL.

               (s) The Company and the Guarantors shall furnish the Initial
     Purchasers with such conformed copies of such opinions, certificates,
     letters and other documents as they reasonably request.

          9. Initial Purchasers' Information. CAIC, the Company and the
     Guarantors acknowledge that the statements with respect to the offering of
     the Initial Notes set forth in the second, fifth, seventh and tenth
     paragraphs of the "Plan of Distribution" in the Preliminary Offering
     Memorandum and the Offering Memorandum constitute the only information
     relating to the Initial Purchasers furnished to CAIC, the Company and the
     Guarantors in writing by or on behalf of the Initial Purchasers expressly
     for use in the Preliminary Offering Memorandum and the Offering Memorandum.

          10. Survival of Representations and Agreements. All representations
     and warranties, covenants and agreements of the Initial Purchasers and
     CAIC, the Company and the Guarantors contained in this Agreement, including
     the agreements contained in Sections 4(f) and 11(d), the indemnity
     agreements contained in Section 6 and the contribution agreements contained
     in Section 7, shall remain operative and in full force and effect
     regardless of any investigation made by or on behalf of an Initial
     Purchaser, any controlling person thereof, or by or on behalf of the
     Company, or any controlling person thereof, and shall survive delivery of
     and payment for the Initial Notes to and by the Initial Purchasers. The
     representations contained in Section 5 and the


                                       27



     agreements contained in Sections 4(f), 6, 7 and 11(d) shall survive the
     termination of this Agreement, including any termination pursuant to
     Section 11.

          11. Effective Date of Agreement; Termination.

               (a) This Agreement shall become effective upon execution and
     delivery of a counterpart hereof by each of the parties hereto.

               (b) The Initial Purchasers shall have the right to terminate this
     Agreement at any time prior to the Closing Date by written notice to CAIC
     or the Company from the Initial Purchasers, without liability (other than
     with respect to Sections 6 and 7) on the Initial Purchasers' part to CAIC,
     the Company or the Guarantors if, on or prior to such date, (i) CAIC, the
     Company or the Guarantors shall have failed, refused or been unable to
     perform in any material respect any agreement on its part to be performed
     hereunder, (ii) any other condition to the obligations of the Initial
     Purchasers hereunder as provided in Section 8 is not fulfilled when and as
     required in any material respect, (iii) in the reasonable judgment of the
     Initial Purchasers, there shall not have occurred since the respective
     dates as of which information is given in the Offering Memorandum a
     Material Adverse Effect, or any development that is reasonably likely to
     result in a Material Adverse Effect for the Company, the Target or their
     respective subsidiaries, taken as a whole, other than as set forth in the
     Disclosure Package and the Offering Memorandum (exclusive of any amendment
     or supplement thereto), or (iv)(A) any domestic or international event or
     act or occurrence has materially disrupted, or in the opinion of the
     Initial Purchasers will in the immediate future materially disrupt, the
     market for the Company's securities or for securities in general; or (B)
     trading in securities generally on the New York Stock Exchange, the
     American Stock Exchange or the Nasdaq National Market shall have been
     suspended or materially limited, or minimum or maximum prices for trading
     shall have been established, or maximum ranges for prices for securities
     shall have been required, on such exchange or the Nasdaq National Market,
     or by such exchange or other regulatory body or governmental authority
     having jurisdiction; or (C) a banking moratorium shall have been declared
     by federal or state authorities, or a moratorium in foreign exchange
     trading by major international banks or persons shall have been declared;
     or (D) there has occurred an outbreak or escalation of hostilities or acts
     of terrorism involving the United States on or after the date hereof, or
     there has been a declaration by the United States of a national emergency
     or war, the effect of which shall be, in any such case, in the sole
     judgment of the Initial Purchasers, to make it inadvisable or impracticable
     to proceed with the offering, sale or delivery of the Initial Notes on the
     terms and in the manner contemplated in the Preliminary Offering Memorandum
     and the Offering Memorandum; or (E) there shall have been such a material
     adverse change in general economic, political or financial conditions or if
     the effect of international conditions on the financial markets in the
     United States shall be such as, in the Initial Purchasers' sole judgment,
     makes it inadvisable or impracticable to proceed with the offering, sale or
     delivery of the Initial Notes as contemplated hereby.

               (c) Any notice of termination pursuant to this Section 11 shall
     be by telephone or facsimile and, in either case, confirmed promptly in
     writing by letter.

               (d) If this Agreement is terminated pursuant to any of the
     provisions hereof (other than pursuant to clause (iv) of Section 11(b), in
     which case each party will be responsible for its own expenses), or if the
     sale of the Initial Notes provided for herein is not consummated because
     any condition to the obligations of the Initial Purchasers set forth herein
     is not satisfied or because of any refusal, inability or failure on the
     part of CAIC, the Company or the Guarantors to perform any agreement herein
     or comply with any provision hereof, CAIC, the Company and the Guarantors
     shall reimburse the Initial Purchasers for all reasonable out-of-pocket
     expenses


                                       28



     (including the reasonable fees and expenses of the Initial Purchasers'
     counsel), incurred by the Initial Purchasers in connection herewith.

               (e) If on the Closing Date any Initial Purchaser shall fail or
     refuse to purchase the Initial Notes that it has agreed to purchase
     hereunder on such date and the aggregate principal amount of the Initial
     Notes that such defaulting Initial Purchaser agreed but failed or refused
     to purchase is not more than one-tenth of the aggregate principal amount of
     the Initial Notes to be purchased on such date by all Initial Purchasers,
     each non-defaulting Initial Purchaser shall be obligated severally, in the
     proportion that the principal amount of the Initial Notes set forth
     opposite its name in Schedule II bears to the aggregate principal amount of
     the Initial Notes that all the non-defaulting Initial Purchasers, as the
     case may be, have agreed to purchase, to purchase the Initial Notes that
     such defaulting Initial Purchaser agreed but failed or refused to purchase
     on such date; provided that in no event shall the aggregate principal
     amount of the Initial Notes that any Initial Purchaser has agreed to
     purchase pursuant to Section 3 hereof be increased pursuant to this Section
     11 by an amount in excess of one-ninth of such principal amount of the
     Initial Notes without the written consent of such Initial Purchaser. If on
     the Closing Date any Initial Purchaser shall fail or refuse to purchase the
     Initial Notes and the aggregate principal amount of the Initial Notes with
     respect to which such default occurs is more than one-tenth of the
     aggregate principal amount of the Initial Notes to be purchased by all
     Initial Purchasers and arrangements satisfactory to the Initial Purchasers
     and CAIC for purchase of such Initial Notes are not made within 48 hours
     after such default, this Agreement will terminate without liability on the
     part of any non-defaulting Initial Purchaser and the Company, except that
     the provisions of Section 6 and 7 shall at all times be effective and shall
     survive such termination. In any such case that does not result in
     termination of this Agreement, either Bear Stearns or CAIC shall have the
     right to postpone the Closing Date, but in no event for longer than seven
     days, in order that the required changes, if any, in the Offering
     Memorandum or any other documents or arrangements may be effected. Any
     action taken under this paragraph shall not relieve any defaulting Initial
     Purchaser from liability in respect of any default of any such Initial
     Purchaser under this Agreement.

          12. Notice. All communications hereunder, except as may be otherwise
     specifically provided herein, shall be in writing and, if sent to the
     Initial Purchasers shall be mailed, delivered, telecopied and confirmed in
     writing or sent by a nationally recognized overnight courier service
     guaranteeing delivery on the next business day to Bear, Stearns & Co. Inc.,
     383 Madison Avenue, New York, New York 10179, Attention: Corporate Finance
     Department, telecopy number: (212) 272-3092, with a copy to Latham &
     Watkins LLP, 885 Third Avenue, Suite 1000, New York, New York 10022,
     Attention: Marc D. Jaffe, facsimile number: (212) 751-4864; and if sent to
     the Company, shall be mailed, delivered, telecopied and confirmed in
     writing or sent by a nationally recognized overnight courier service
     guaranteeing delivery on the next business day to Clarke American Corp.,
     10931 Laureate Drive, San Antonio, Texas 78249, Attention: Chief Financial
     Officer, facsimile number: (210) 558-5254, with a copy to Paul, Weiss,
     Rifkind, Wharton and Garrison LLP, 1285 Avenue of the Americas, New York,
     New York 10019, Attention: Lawrence G. Wee, facsimile number: (212)
     492-0052, and a copy to M&F Worldwide Corp., 35 East 62nd Street, New York,
     New York 10021, Attention: General Counsel, facsimile number: (212)
     572-5056.

          13. Parties. This Agreement shall inure solely to the benefit of, and
     shall be binding upon, the Initial Purchasers, CAIC, and as of and
     following the Closing Date, the Company, the Guarantors, and the
     controlling persons and agents referred to in Sections 6 and 7, and their
     respective successors and assigns, and no other person shall have or be
     construed to have any legal or equitable right, remedy or claim under or in
     respect of or by virtue of this Agreement or


                                       29



     any provision herein contained. The term "successors and assigns" shall not
     include a purchaser, in its capacity as such, of Notes from the Initial
     Purchasers.

          14. Contractual Relationship. CAIC and the Company hereby acknowledge
     and agree that (a) the purchase and sale of the Notes pursuant to this
     Agreement is an arm's-length commercial transaction between CAIC and the
     Company, on the one hand, and the Initial Purchasers, on the other, (b)
     each Initial Purchaser is acting solely as a principal and not as the agent
     or fiduciary of CAIC or the Company with respect to the sale of the Notes
     contemplated hereby, (c) no Initial Purchaser has assumed an advisory or
     fiduciary responsibility in favor of CAIC or the Company with respect to
     the sale of the Notes contemplated hereby (irrespective of whether such
     Initial Purchaser has advised or is currently advising the Company on other
     matters, and notwithstanding the fact that an affiliate of J.P. Morgan
     Securities Inc. is currently acting as financial advisor to the Target in
     connection with the Transactions) and (d) CAIC and the Company have
     consulted their own legal and financial advisors to the extent they deem
     appropriate. CAIC and the Company agree that they will not claim that any
     Initial Purchaser has rendered advisory services of any nature or respect,
     or owes a fiduciary or similar duty, to them in connection with the sale of
     the Notes contemplated hereby or the process leading thereto. CAIC, the
     Company and the Initial Purchasers agree that they are each responsible for
     making their own independent judgments with respect to the transactions
     contemplated by this Agreement or any matters leading up to such
     transactions, and that any opinions or views expressed by the Initial
     Purchasers to CAIC or the Company regarding such transactions, including
     but not limited to any opinions or views with respect to the price or
     market for the Company's securities, do not constitute advice or
     recommendations to CAIC or the Company.

          15. Partial Unenforceability. The invalidity or unenforceability of
     any Section, paragraph or provision of this Agreement shall not affect the
     validity or enforceability of any other Section, paragraph or provision
     hereof.

          16. Construction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
     THE INTERNAL LAWS OF THE STATE OF NEW YORK. TIME IS OF THE ESSENCE IN THIS
     AGREEMENT.

          17. Captions. The captions included in this Agreement are included
     solely for convenience of reference and are not to be considered a part of
     this Agreement.

          18. Counterparts. This Agreement may be executed in various
     counterparts, which together shall constitute one and the same instrument.

                            [Signature page follows]


                                       30



     If the foregoing correctly sets forth the understanding among the Initial
Purchasers and the Company, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement among
us.

                                        Very truly yours,

                                        CA INVESTMENT CORP.


                                        By: /s/ Todd J. Slotkin
                                            ------------------------------------
                                            Name:  Todd J. Slotkin
                                            Title: President

Accepted and agreed to as of
the date first above written:

BEAR, STEARNS & CO. INC.


By: /s/ Mark Bernstein
    ---------------------------------
    Name:  Mark Bernstein
    Title: Senior Managing Director


J.P. MORGAN SECURITIES INC.


By: /s/ Matthew Lyness
    ---------------------------------
    MATTHEW LYNESS
    MANAGING DIRECTOR








                                   SCHEDULE I

                                   Guarantors

1. Core Skills Inc., a Delaware corporation

2. Clarke American Checks, Inc., a Delaware corporation

3. Checks in the Mail, Inc., a Delaware corporation

4. B(2) Direct, Inc., a Delaware corporation



                                   SCHEDULE II

                                                                PRINCIPAL AMOUNT
                 INITIAL PURCHASER                                  OF NOTES
-------------------------------------------------------------   ----------------
Bear, Stearns & Co. Inc......................................     $122,500,000
J.P. Morgan Securities Inc...................................     $ 52,500,000
                                                                  ------------
TOTAL                                                             $175,000,000
                                                                  ============



                                  SCHEDULE III

                                  Subsidiaries

1. Core Skills Inc., a Delaware corporation

2. Clarke American Checks, Inc., a Delaware corporation

3. Checks in the Mail, Inc., a Delaware corporation

4. B(2) Direct, Inc., a Delaware corporation



                                 SCHEDULE IV(A)

                               Pricing Information

ISSUER:   CLARKE AMERICAN CORP.

ISSUE:    $175 MILLION 11.750% SENIOR NOTES DUE 12/15/13

MANAGERS: BSC/JPM (Joint Book-Running Managers)  INDUSTRY: Services

RATINGS:  B2/B-

PRICE:    100.000%  YTW: 11.750%  SPRD TREAS: + 729bps vs. 4.25% due 11/13

OPTIONAL REDEMPTION: NC 4 (12/15/09)

CALL PRICES: 12/15/09...   105.875%
             12/15/10...   102.938%
             12/15/11...   100.000%

EQUITY CLAWBACK: 35% Equity Clawback @ 111.750% until 12/15/08

INTEREST PAYMENT DATES: Semi annual interest payments, beginning 6/15/06

TRADE DATE:  12/8/05   SETTLEMENT: 12/15/05 (T+5)

H.Y. TRADER: Tom Pernetti

CUSIP:    144A# 181592 AA 4
          REG S# U17935 AA 2

ADDITIONAL NOTES: 144A/Reg S.

Debt Incurrence Test

Fixed Charge Coverage Ratio
Change:   2.25x until December 15, 2007, then 2.50x thereafter

Additional Mandatory Debt Reduction Covenant

If the Company's leverage ratio exceeds 3.0x (measured at the end of the most
recent four-quarter reference period for which internal financial statements are
available), the Company's senior secured credit facility (if any) will include
the excess cash flow covenant in the Company's Credit Agreement on the Closing
Date.

ECONOMIC TERMS OF THE COMPANY'S SENIOR SECURED CREDIT FACILITY:

o    Applicable margins:

     o    Term Loan B Eurodollar Loans: 325 bps;

     o    Term Loan B ABR Loans: 325 bps;

     o    Revolving Eurodollar Loans: 300 bps; and

     o    Revolving ABR Loans: 200 bps;



o    The Term Loan B will carry soft-call protection of 101.0% for the first
     18-months after the closing date and par thereafter;

o    The Term Loan B will be offered at an Original Issue Discount of 99.5 at
     closing (increasing borrowings under the revolver by approximately $2
     million);

o    The minimum consolidated interest coverage covenant is being adjusted to a
     fixed charge coverage covenant with the following definition: EBITDA/(Cash
     Interest + Cash Taxes + Amortization);

o    The Term Loan B Amortization schedule has been changed to the following
     schedule, which represents a $5 million increase in each of 2008, 2009 and
     2010:

  2006      2007      2008      2009      2010      2011
-------   -------   -------   -------   -------   --------
$15.0MM   $20.0MM   $30.0MM   $35.0MM   $40.0MM   $300.0MM

CHANGES TO FINANCIAL INFORMATION
   Pro Forma Cash Interest Expense: $54.7 million

CAPITALIZATION:

                               AS OF 09/30/05
       CAPITALIZATION             PRO FORMA
----------------------------   --------------
Revolver(1)                        $  4.2
Term Loan B                         437.8
                                   ------
   TOTAL SENIOR SECURED DEBT       $442.0
Senior Unsecured Notes              175.0
Other Debt                            6.5
                                   ------
   TOTAL DEBT                      $623.5
Common Equity                       203.0
                                   ------
   TOTAL CAPITALIZATION            $826.5
                                   ======

----------
(1)  Facility size of $40 million

     The revolver draw on the closing date will increase by $3.0 million from
     the amounts indicated above due to estimated post-closing operational cash
     needs.



                                 SCHEDULE IV(B)

                               Disclosure Package

ISSUER:   CLARKE AMERICAN CORP.

ISSUE:    $175 MILLION 11.750% SENIOR NOTES DUE 12/15/13

MANAGERS: BSC/JPM (Joint Book-Running Managers)  INDUSTRY: Services

RATINGS:  B2/B-

PRICE:    100.000%  YTW: 11.750%  SPRD TREAS: + 729bps vs. 4.25% due 11/13

OPTIONAL REDEMPTION: NC 4 (12/15/09)

CALL PRICES: 12/15/09...   105.875%
             12/15/10...   102.938%
             12/15/11...   100.000%

EQUITY CLAWBACK: 35% Equity Clawback @ 111.750% until 12/15/08

INTEREST PAYMENT DATES: Semi annual interest payments, beginning 6/15/06

TRADE DATE:  12/8/05   SETTLEMENT: 12/15/05 (T+5)

H.Y. TRADER: Tom Pernetti

CUSIP:    144A# 181592 AA 4
          REG S# U17935 AA 2

ADDITIONAL NOTES: 144A/Reg S.

Debt Incurrence Test

Fixed Charge Coverage Ratio
Change:   2.25x until December 15, 2007, then 2.50x thereafter

Additional Mandatory Debt Reduction Covenant

If the Company's leverage ratio exceeds 3.0x (measured at the end of the most
recent four-quarter reference period for which internal financial statements are
available), the Company's senior secured credit facility (if any) will include
the excess cash flow covenant in the Company's Credit Agreement on the Closing
Date.

ECONOMIC TERMS OF THE COMPANY'S SENIOR SECURED CREDIT FACILITY:

o    Applicable margins:

     o    Term Loan B Eurodollar Loans: 325 bps;

     o    Term Loan B ABR Loans: 325 bps;

     o    Revolving Eurodollar Loans: 300 bps; and

     o    Revolving ABR Loans: 200 bps;



o    The Term Loan B will carry soft-call protection of 101.0% for the first
     18-months after the closing date and par thereafter;

o    The Term Loan B will be offered at an Original Issue Discount of 99.5 at
     closing (increasing borrowings under the revolver by approximately $2
     million);

o    The minimum consolidated interest coverage covenant is being adjusted to a
     fixed charge coverage covenant with the following definition: EBITDA/(Cash
     Interest + Cash Taxes + Amortization);

o    The Term Loan B Amortization schedule has been changed to the following
     schedule, which represents a $5 million increase in each of 2008, 2009 and
     2010:

  2006      2007      2008      2009      2010      2011
-------   -------   -------   -------   -------   --------
$15.0MM   $20.0MM   $30.0MM   $35.0MM   $40.0MM   $300.0MM

CHANGES TO FINANCIAL INFORMATION
   Pro Forma Cash Interest Expense: $54.7 million

CAPITALIZATION:

                               AS OF 09/30/05
       CAPITALIZATION             PRO FORMA
----------------------------   --------------
Revolver(1)                        $  4.2
Term Loan B                         437.8
                                   ------
   TOTAL SENIOR SECURED DEBT       $442.0
Senior Unsecured Notes              175.0
Other Debt                            6.5
                                   ------
   TOTAL DEBT                      $623.5
Common Equity                       203.0
                                   ------
   TOTAL CAPITALIZATION            $826.5
                                   ======

----------
(1)  Facility size of $40 million

     The revolver draw on the closing date will increase by $3.0 million from
     the amounts indicated above due to estimated post-closing operational cash
     needs.


                                        2



                                   SCHEDULE V

The following contracts require consent or give rise to termination or
acceleration rights as a result of the Transactions:

     1.   Merchandise License Agreement between Those Characters From Cleveland,
          Inc. and Clarke American Checks, Inc. dated March 1, 2004 (Care Bears)

     2.   Non-Exclusive Trademark License Agreement between Children's Miracle
          Network and Clarke American Checks, Inc. dated January 1, 2004

     3.   Non-Exclusive Licensing Agreement between Wyland International, LLC
          and Clarke American Checks, Inc. dated August 1, 2002, as amended

     4.   Limited License Agreement between Redline Sports Marketing, Inc. and
          Clarke American Checks, Inc. dated July 24, 2001 and Manufacturer's
          Agreement among Redline Sports Manufacturing, Inc. and Eric Scott
          Leathers dated August 20, 2002 and Manufacturer's Agreement between
          Redline Sports Marketing, Inc. and WS Packaging dated September 20,
          2002 (Bobby LaBonte)

     5.   Limited Sublicense Agreement between Robert Yates Racing, Inc. and
          Clarke American Checks, Inc. dated July 1, 2001, as amended (Dale
          Jarrett)

     6.   Limited License Agreement between Redline Sports Marketing, Inc. and
          Clarke American Checks, Inc. dated July 24, 2001 and Manufacturing
          Agreement between Redline Sports Marketing, Inc. and WS Packaging
          dated October 7, 2002 and Manufacturing Agreement between Redline
          Sports and Marketing, Inc. and Eric Scott Leathers dated October 11,
          2002 (Tony Stewart)

     7.   Limited License Agreement between JG Motorsports, Inc. and Clarke
          American Checks, Inc. dated August 23, 2001, as amended (Jeff Gordon)

     8.   Product License #15010-DCSH between DC Comics and Clarke American
          Checks, Inc. dated October 27, 2004 (DC Superheros)

     9.   Product License #14927-HBCL between Warner Bros Consumer Products,
          Inc. and Clarke American Checks, Inc. dated August 26, 2004
          (Jetsons/Flintstones)

     10.  Standard UCLA License Agreement between the Regents of the University
          of California and Clarke American Checks, Inc. dated April 1, 2004

     11.  License Agreement between Hallmark Licensing, Inc. and Clarke American
          Checks, Inc. dated January 1, 2002, as amended (Maxine)

     12.  Product License between Warner Bros. Consumer Products, Inc. and
          Clarke American Checks, Inc. dated June 2, 2004 (Tom and Jerry)

     13.  License Agreement and Approval of Third Party Manufacturer between
          Clarke American Checks, Inc. and Warner Bros. Consumer Products, Inc.
          dated June 2, 2004 (Tom and Jerry)



     14.  Warner Bros. Consumer Products, Inc. Letter to Clarke American Checks,
          Inc. concerning Approval of Third Party Manufacturer dated June 2,
          2004 (Tom and Jerry)

     15.  License Agreement between General Motors Corporation and Clarke
          American Checks, Inc. dated May 19, 2003, as amended (Cruisin)

     16.  License Agreement between Ford Motor Company and Clarke American
          Checks, Inc. dated December 21, 2004 (Cruisin)

     17.  License Agreement between Springs Licensing Group, Inc. and Springs
          Industries, Inc. and Clarke American Checks, Inc. dated March 25, 2004
          (Blue Jean Teddy)

     18.  Merchandise License Agreement between Save the Children Federation,
          Inc. and Clarke American Checks, Inc. dated September 7, 2004

     19.  License Agreement between Those Characters From Cleveland, Inc. and
          Checks In The Mail, Inc. dated April 8, 2004 as amended (Care Bears)

     20.  License Agreement between American Society for the Prevention of
          Cruelty to Animals and Checks In The Mail, Inc. dated July 1, 2003

     21.  License Agreement between Clarke American Checks, Inc. and Smithsonian
          Institution dated March 15, 2005, as amended (Visions from Space)

     22.  Standard Industrial Lease Agreement, dated September 14, 1998, between
          Jeffersonville Public Warehouses, Inc. d/b/a America Place, as lessor,
          and Clarke American Checks, Inc., as lessee, as amended (Jefferson
          Forms Plant)

     23.  Software License Agreement between Arbor Software Corporation and
          Clarke American Checks, Inc. dated December 31, 1995, as amended

     24.  U.S. Master Client Agreement between Gartner Group, Inc. and Clarke
          American Checks, Inc. dated January 1, 1996 (services)

     25.  Purchase Agreement between RadioShack Corporation and B2Direct, Inc.
          dated January 1, 2004

     26.  Merchandise License Agreement between Checks In The Mail, Inc and
          Discovery Licensing, Inc. dated May, 2005 (American Chopper)

     27.  Merchandise License Agreement between Checks In The Mail, Inc and
          Those Characters From Cleveland, Inc. dated May 4,2004 (Strawberry
          Shortcake)

     28.  Order Form and MIPS Based License between Computer Associates
          International Inc. and Clarke American Checks, Inc. dated June 20,
          1999, as amended

     29.  Merchandise License Agreement between Checks in the Mail, Inc. and Art
          Impressions, Inc. dated December 11, 2001, as amended (Joseph Wall
          Designs)

     30.  Standard Retail Product License Agreement between Collegiate Licensing
          Company and Clarke American Checks, Inc. dated November 7, 2003, as
          amended (various universities)


                                        2



     31.  License Agreement between Warner Bros. Consumer Products, Inc. and
          Checks In The Mail, Inc. dated January 13, 2004 (The Flintstones)

     32.  License Agreement between Warner Bros. Consumer Products, Inc. and
          Checks In The Mail, Inc. dated January 13, 2004 (Tom and Jerry)

     33.  Merchandise Licensing Agreement between Checks In The Mail, Inc. and
          Save the Children Federation, Inc. dated May 31, 2006

     34.  License Agreement between Marvel Enterprises, Inc., Marvel Characters,
          Inc. and Checks In The Mail, Inc. dated November 12, 2002 (Marvel
          Comic Book characters)

     35.  License Agreement between Paper Girls and Checks In The Mail, Inc.
          dated April 4, 2005 (Paper People)

     36.  License and Distribution Agreement between Checks In The Mail, Inc.
          and Rachel Hale Photography Limited dated April 19, 2004

     37.  Product License Warner Bros. Consumer Products, Inc. #14734-SCOO
          between Warner Bros. Consumer Products, Inc. and Clarke American
          Checks, Inc. dated June 2, 2004

     38.  Elvis Presley Enterprises, Inc. License Agreement between Elvis
          Presley Enterprises, Inc. and Checks In The Mail, Inc. dated April 20,
          2005

     39.  License Agreement between Good Times Entertainment LLC and Checks In
          The Mail, Inc. dated February 4, 2003 (Felix the Cat)

     40.  License Agreement between The American Society for the Prevention of
          Cruelty to Animals, Inc. and Clarke American Checks, Inc. dated July
          26, 2001

     41.  License Agreement between MTV Networks and Clarke American Checks,
          Inc, dated July 25, 2003 (Sponge Bob)

     42.  License Agreement between MTV Networks and Checks in the Mail, Inc.,
          dated May 1, 2003 (Sponge Bob)

     43.  Merchandise License Agreement between Art Impressions, Inc., and
          Clarke American Checks, Inc., dated March 1, 2001

     44.  Office Building Lease Agreement, dated July 1, 2004, between Checks in
          the Mail, Inc., as lessor, and B2Direct Inc., as lessee (2435 Goodwin
          Lane, New Braunfels, TX)

     45.  Agreement entered into between Geddes Group Holdings Limited and
          Checks In the Mail, Inc. dated June 1, 2001, as amended (Anne Geddes)

     46.  Clarke American Purchase Agreement entered into between LaSalle Bank
          Corporation and Clarke American Checks, Inc. on or about August 1,
          2005, including Exhibits A-K, for the provision of Clarke's products
          and services

     47.  License and Distribution Agreement between Rachael Hale Photography
          Limited and Clark American Checks, Inc. dated March 2, 2004


                                        3



     48.  2005 Limited License Agreement by and between Hendrick Gordon
          Licensing, LLC and Clarke American Checks, Inc. dated January 1, 2005

     49.  Agreement for Purchase of Check Printing and Other Services between
          Bank of Hawaii and Clarke American Checks, Inc. dated May 11, 2005, as
          amended

     50.  Clarke American Agreement between Comerica Incorporated and Clarke
          American Checks, Inc. dated January 1, 2000, as amended (Partner No.
          199)

     51.  Services and Products Agreement between USAA Federal Savings Bank,
          USAA Savings Bank and Clarke American Checks, Inc. dated June 1, 2004
          (Partner No. 296)

     52.  Amended and Restated Master Services Agreement for Check Production
          and Fulfillment Services between Bank of America, N.A. and Clarke
          American Checks, Inc. dated November 8, 2004, as amended

     53.  Amended and Restated ServiceLine PlusSM Agreement between Clarke
          American Checks, Inc. and Bank of America, N.A. effective September
          26, 2005, as amended

     54.  Master Agreement for the Distribution of Customer Deposit Bags between
          Bank of America Technology and Operations, Inc. and Clarke American
          Checks, Inc. dated December 1, 1998, as amended

     55.  Office Building Lease Agreement between N.W.A. Limited Partnership, as
          lessor, and Clarke American Checks, Inc., as lessee, dated August 15,
          2002, as amended (11550 IH 10 West, Suite 300 San Antonio, TX)

The following contracts require notice as a result of the Transactions (but such
agreements do not require consent or give rise to rights of termination as a
result of the Transactions):

1.        Master License and Maintenance Services Agreement between Docent, Inc.
          and Clarke American Checks, Inc. dated August 27, 2001, as amended

2.        Software License Agreement between Vanguard Integrity Professionals
          and Clarke American Checks, Inc. dated April 6, 1998, as amended

3.        Trust Agreement between Clarke American Checks, Inc. and Frost
          National Bank dated February 4, 2000


                                        4



                                    EXHIBIT A

                FORM OF FIRST AMENDMENT TO THE PURCHASE AGREEMENT

     FIRST AMENDMENT TO THE PURCHASE AGREEMENT (this "AMENDMENT"), dated as of
December 15, 2005, among Clarke American Corp. ("CLARKE"), Clarke's subsidiaries
listed on the signature pages hereto (the "GUARANTORS") and Bear, Stearns & Co.
Inc. and J.P. Morgan Securities Inc. (each, an "INITIAL PURCHASER" and together,
the "INITIAL PURCHASERS").

                                   WITNESSETH

     WHEREAS, CA Investment Corp., a Delaware corporation ("CAIC") has
heretofore executed and delivered to the Initial Purchasers the Purchase
Agreement (the "PURCHASE AGREEMENT"), dated as of December 8, 2005, between CAIC
and the Initial Purchasers, providing for the issuance and sale to the Initial
Purchasers by CAIC, the Company and the Guarantors of $175,000,000 in aggregate
principal amount of 11 3/4% Senior Notes due 2013;

     WHEREAS, concurrently herewith, Target is being merged with and into CAIC
(the "MERGER"), with CAIC as the surviving company, to be renamed Clarke
American Corp.; and

     WHEREAS, the Purchase Agreement provides that Clarke and the Guarantors
will agree to become bound by the Purchase Agreement pursuant to this Amendment;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Clarke, the
Guarantors and the Initial Purchasers mutually agree as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Purchase Agreement.

     2. AGREEMENT TO ASSUME. Clarke hereby acknowledges and agrees that,
pursuant to the Merger, it has assumed by operation of law all of the
obligations of CAIC under the Purchase Agreement and hereafter shall be deemed
to be "CAIC"(as defined in the Purchase Agreement) for all purposes under the
Purchase Agreement. Clarke shall succeed to, and be substituted for, and may
exercise every right and power of CAIC under the Purchase Agreement with the
same effect as if Clarke had been named as "CAIC" in the Purchase Agreement.

     3. CLARKE AGREEMENT TO BE BOUND. Clarke hereby agrees that it is a party to
the Purchase Agreement and agrees to be bound by all of the obligations of the
"Company" (as defined in the Purchase Agreement) under the Purchase Agreement.
Clarke hereby acknowledges and agrees to all of the agreements and covenants of
the "Company" contained in the Purchase Agreement and hereby makes all of the
representations and warranties of the "Company" contained in the Purchase
Agreement, in each case as provided in the Purchase Agreement. Clarke may
exercise every right and power of the "Company" under the Purchase Agreement.

     4. GUARANTORS AGREEMENT TO BE BOUND. Each Guarantor hereby agrees that it
is a party to the Purchase Agreement and agrees to be bound by all of the
obligations of a "Guarantor" (as defined in the Purchase Agreement) under the
Purchase Agreement. Each Guarantor hereby acknowledges and agrees to all of the
agreements and covenants of a "Guarantor" contained in the Purchase Agreement
and hereby makes all of the representations and warranties of the "Guarantors"


                                       A-1



contained in the Purchase Agreement, in each case as provided in the Purchase
Agreement. Each Guarantor may exercise every right and power of a "Guarantor"
under the Purchase Agreement.

     5. CONSTRUCTION. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

     6. COUNTERPARTS. This Amendment may be executed in various counterparts,
which together shall constitute one and the same instrument.

     7. CAPTIONS. The captions included in this Amendment are included solely
for convenience of reference and are not to be considered a part of this
Amendment.

     8. RATIFICATION OF PURCHASE AGREEMENT. Except as expressly amended hereby,
the Purchase Agreement is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
This Amendment shall form a part of the Purchase Agreement for all purposes.

                            (Signature pages follow)


                                       A-2



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.

                                             CLARKE AMERICAN CORP.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             CORE SKILLS INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             CLARKE AMERICAN CHECKS, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             CHECKS IN THE MAIL, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             B(2)DIRECT, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                       A-3



                                    EXHIBIT B

        FORM OF OPINION OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON, LLP

          We have acted as special counsel to CA Investment Corp., a Delaware
corporation (the "Company"), into which Novar USA Inc., a Delaware corporation,
will be merged, with the Company as the surviving corporation, to be renamed
"Clarke American Corp." and the Guarantors referred to below in connection with
the Purchase Agreement, dated as of December 8, 2005, among the Company and the
Initial Purchasers named on Schedule II thereof (the "Initial Purchasers"), as
amended on the date hereof by a First Amendment thereto (as amended, the
"Purchase Agreement"), among the Company, the Initial Purchasers and the
guarantors signatory thereto (the "Guarantors"), relating to the purchase today
by the Initial Purchasers of $175,000,000 in aggregate principal amount of 11
3/4% Senior Notes due 2013 (the "Notes") of the Company. The Notes are to be
issued under the Indenture, dated as of the date of this letter (the
"Indenture"), among the Company, the Guarantors and The Bank of New York, as
Trustee (the "Trustee"). This opinion is being furnished at the request of the
Company as contemplated by Section 8(g) of the Purchase Agreement. Capitalized
terms used and not otherwise defined in this letter have the respective meanings
given those terms in the Purchase Agreement.

          In connection with the furnishing of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the following documents:

     1. the Purchase Agreement;

     2. the Indenture;

     3. the Registration Rights Agreement, dated as of the date of this letter
(the "Registration Rights Agreement"), among the Company, the Guarantors and the
Initial Purchasers;

     4. the Notes issued on the date of this letter, including the guarantees
endorsed thereon (the "Guarantees");

     5. the form of Exchange Note (the "Exchange Note") attached as an Exhibit
to the Indenture, including the form of guarantees to be endorsed thereon (the
"Exchange Guarantees");

     6. the Stock Purchase Agreement, dated as of October 31, 2005 (the
"Acquisition Agreement"), by and between M&F Worldwide Corp. and Honeywell
International Inc.;

     7. the Credit Agreement, dated as of December 15, 2005 (the "Credit
Agreement"), by and among the Company, CA Acquisition Holdings, Inc., the
guarantors signatory thereto, JPMorgan Chase Bank, as syndication agent, Bear
Stearns Corporate Lending Inc., as administrative agent, and Bear, Stearns & Co.
Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
running managers and the other banks and other financial institutions or
entities party thereto;

     8. the Preliminary Offering Memorandum regarding the Notes, dated November
25, 2005 (the "Preliminary Memorandum"); and



     9. the Offering Memorandum regarding the Notes, dated December 8, 2005 (the
"Final Memorandum").

          In addition, we have examined: (i) such corporate records of the
Company and the Guarantors that we have considered appropriate, including the
certificate of incorporation, as amended, and by-laws, as amended, of the
Company and each Guarantor certified by the Company or Guarantors as in effect
on the date of this letter (collectively, the "Charter Documents") and copies of
resolutions of the board of directors of the Company and of each Guarantor and
the Pricing Committee of the board of directors of the Company relating to the
issuance of the Notes and the Guarantees, each certified by the relevant entity;
and (ii) such other certificates, agreements and documents that we deemed
relevant and necessary as a basis for the opinions and beliefs expressed below.
We have also relied upon oral and written statements of officers and
representatives of the Company and the Guarantors, the factual matters contained
in the representations and warranties of the Company and the Guarantors made in
the Purchase Agreement and upon certificates of public officials and the
officers of the Company and the Guarantors.

          In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of the latter documents and that the
statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete. We
have also assumed that you have complied with all of your obligations and
agreements arising under the Registration Rights Agreement and that the
Registration Rights Agreement represents a valid and legally binding obligation
of yours, that the Indenture has been duly authorized and executed by, and
represents a valid and legally binding obligation of, the Trustee and the due
authentication of the Notes by the Trustee in the manner described in the
certificate of the Trustee delivered to you today.

          Whenever we indicate that our opinion is based upon our knowledge or
words of similar import, our opinion is based solely on the actual knowledge of
the attorneys in this firm who are representing the Company and the Guarantors
in connection with the Transactions.

          Based upon the above, and subject to the stated assumptions,
exceptions and qualifications stated below, we are of the opinion that:

               1. The Company and each Guarantor have been duly incorporated and
are validly existing and in good standing under the laws of the State of
Delaware. Each of the Company and the Guarantors is duly qualified to carry on
business and is in good standing as a foreign corporation, in the respective
jurisdictions indicated in Schedule A to this opinion.

               2. Each of the Company and the Guarantors has all necessary
corporate power and authority to execute, deliver and perform its obligations
under the Purchase Agreement, the Registration Rights Agreement, the Indenture,
the Notes and the Guarantees (in each case, to the extent it is a party thereto)
and to own and hold its properties and conduct its business as described in the
Final Memorandum.

               3. The Notes have been duly authorized by the Company. The Notes,
when duly executed, issued and delivered by the Company against payment as
provided in the Purchase Agreement, will constitute valid and legally binding
obligations of the Company entitled to the benefits of the


                                       B-2



Indenture and enforceable against the Company in accordance with their terms,
except that enforceability of the Notes may be subject to bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and subject to general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law); and the Notes, when issued and delivered, will
conform in all material respects to the description contained in the Final
Memorandum under the caption "Description of Notes."

               4. The Indenture has been duly authorized, executed and delivered
by the Company and each Guarantor. The Indenture is a valid and legally binding
obligation of the Company and each Guarantor, enforceable against the Company
and each Guarantor in accordance with its terms, except that enforceability of
the Indenture may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors' rights generally and subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law); and the Indenture conforms in all material respects to its description
contained in the Final Memorandum under the caption "Description of Notes." The
Indenture conforms in all material respects with the requirements of the Trust
Indenture Act and the rules and regulations of the Commission applicable to an
indenture which is qualified under that Act.

               5. The Purchase Agreement has been duly authorized, executed and
delivered by the Company and each Guarantor.

               6. The Registration Rights Agreement has been duly authorized,
executed and delivered by the Company and each Guarantor. The Registration
Rights Agreement is a valid and legally binding obligation of the Company and
each Guarantor, enforceable against the Company and each Guarantor in accordance
with its terms, except that enforceability of the Registration Rights Agreement
may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting creditors' rights generally
and subject to general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law) and except to
the extent that the indemnification and contribution provisions of the
Registration Rights Agreement may be unenforceable. The Registration Rights
Agreement conforms in all material respects to its description contained in the
Final Memorandum under the caption "Description of Notes."

               7. Each Guarantor has duly authorized its guarantee of the Notes
(each, a "Guarantee"). When the Notes are duly issued and delivered by the
Company against payment as provided in the Purchase Agreement, the Guarantee of
each Guarantor will be a valid and legally binding obligation of such Guarantor,
enforceable against it in accordance with its terms, except that enforceability
of the Guarantees may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors' rights generally and subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law). The Guarantees conform in all material respects to their description
contained in the Final Memorandum under the caption "Description of Notes."

               8. The Exchange Notes, when duly executed, issued and delivered
by the Company against payment as provided in the Indenture and the Registration
Rights Agreement, will constitute valid and legally binding obligations of the
Company entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms, except that enforceability of the
Exchange Notes may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors' rights generally and subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law). The Exchange Notes conform in all material respects to their
description contained in the Final Memorandum under the caption


                                       B-3



"Description of Notes."

               9. When the Exchange Notes are duly executed, issued and
delivered by the Company against payment as provided in the Indenture and the
Registration Rights Agreement, the guarantee of the Exchange Notes (each, an
"Exchange Guarantee") of each Guarantor will be a valid and legally binding
obligation of such Guarantor, enforceable against it in accordance with its
terms, except that enforceability of the Exchange Guarantee may be subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and subject to
general principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law).

               10. The statements in the Final Memorandum under the captions
"Notice to Investors," and "Plan of Distribution," to the extent that they
constitute summaries of United States federal statutes, rules and regulations,
or portions of them are accurate in all material respects. The statements in the
Final Memorandum under the heading "Certain United States Federal Income Tax
Considerations," to the extent that they constitute summaries of United States
federal law or regulation or legal conclusions, have been reviewed by us and
fairly summarize the matters described under that heading in all material
respects.

               11. The Final Memorandum, as of its date, was appropriately
responsive in all material respects to the requirements of Rule 144A(d)(4) under
the Act, except for the financial statements, financial statement schedules and
other financial data included in or omitted from the Final Memorandum, as to
which we express no opinion.

               12. Based upon the representations, warranties and agreements of
the Company and the Guarantors in Section 4 and Section 5(a) of the Purchase
Agreement and of the Initial Purchasers in Section 2 and Section 5(b) of the
Purchase Agreement, it is not necessary in connection with the offer, sale and
delivery of the Notes (including the Guarantees) to the Initial Purchasers under
the Purchase Agreement or in connection with the initial resale of the Notes
(including the Guarantees) by the Initial Purchasers in accordance with Section
2 and Section 3 of the Purchase Agreement to register the Notes or the
Guarantees under the Act or to qualify the Indenture under the Trust Indenture
Act of 1939, as amended, it being understood that we express no opinion as to
any subsequent resale of the Notes.

               13. Based upon the representations, warranties and agreements of
the Company and the Guarantors in Section 4 and Section 5(a) of the Purchase
Agreement and of the Initial Purchasers in Section 2 and Section 5(b) of the
Purchase Agreement, (A) the compliance by the Company and each Guarantor with
all of the provisions of the Purchase Agreement, the Registration Rights
Agreement, the Credit Agreement and the Indenture and the performance of their
respective obligations thereunder, (B) the compliance, in all material respects,
by the Company with all of the provisions of the Acquisition Agreement required
to be complied with by it on or before the closing date of the Acquisition, (C)
the merger of Novar USA Inc. with and into the Company and (D) the issuance and
sale of the Notes by the Company and the issuance of the Guarantees by the
Guarantors and the use of proceeds therefrom as set forth in the Final
Memorandum will not (i) result in a violation of the Charter Documents, (ii)
except as set forth on Schedule B to this opinion, breach or result in a default
under any agreement, indenture or instrument listed in Schedule B to this
opinion to which the Company or any of its subsidiaries is a party or is bound
or to which any of the properties or assets of the Company or any subsidiary is
subject or (iii) violate Applicable Law or any judgment, order or decree of any
court or arbitrator known to us, except, in the case of clauses (ii) or (iii)
above, where the breach, default or violation could not reasonably be expected
to have a material adverse effect on the Company and its subsidiaries, taken as
a whole. For purposes of this letter, the term "Applicable Law" means the
General Corporation Law of the


                                       B-4



State of Delaware (the "GCL") and those laws, rules and regulations of the
United States of America and the State of New York, in each case, which in our
experience are normally applicable to the transactions of the type contemplated
by the Purchase Agreement, except that "Applicable Law" does not include the
securities laws of any applicable jurisdiction.

               14. Based upon the representations, warranties and agreements of
the Company and the Guarantors in Section 4 and Section 5(a) of the Purchase
Agreement and of the Initial Purchasers in Section 2 and Section 5(b) of the
Purchase Agreement, no consent, approval, authorization or order of, or filing,
registration or qualification with, any Governmental Authority, which has not
been obtained, taken or made is required by the Company and the Guarantors under
any Applicable Law for (A) the issuance or sale of the Notes by the Company and
of the Guarantees by the Guarantors and the use of proceeds therefrom as set
forth in the Final Memorandum, (B) the performance by the Company and the
Guarantors of their obligations under the Purchase Agreement, the Registration
Rights Agreement, the Indenture and the Credit Agreement or (C) the compliance,
in all material respects, by the Company with all of the provisions of the
Acquisition Agreement required to be complied with by it on or before the
closing date of the Acquisition, (i) except as may be required in connection
with the registration of the Notes (including the Guarantees) and the Exchange
Notes (including the Exchange Guarantees) under the Registration Rights
Agreement, (ii) except for such consents as have been or will be obtained or
made on or prior to the closing date of the Acquisition, (iii) except for such
filings and recordings required to perfect liens under the documents executed in
connection with the Credit Agreement and (iv) except where failure to obtain
such consent, approval, authorization, order, filing, registration or
qualification could not be reasonably expected to have a material adverse effect
on the Company and its subsidiaries taken as a whole. For purposes of this
opinion, the term "Governmental Authority" means any executive, legislative,
judicial, administrative or regulatory body of the State of New York, the State
of Delaware or the United States of America.

               15. The Company is not, and, after giving effect to the offering
and sale of the Notes and the application of their proceeds as described in the
Final Memorandum under the heading "Use of Proceeds," the Company will not be,
required to be registered as an investment company under the Investment Company
Act of 1940, as amended, and the rules and regulations of the Commission
promulgated thereunder.

          We have participated in the preparation of the Final Memorandum and
the Preliminary Memorandum and, although the limitations inherent in the
independent verification of factual matters and in the role of outside counsel
are such that we have not undertaken to verify independently, and do not assume
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Final Memorandum or the Preliminary Memorandum (other than as
explicitly stated in paragraphs 3, 4, 6, 7, 8 and 10 above), based upon such
participation (and relying as to materiality to the extent we deemed reasonable
on officers, employees and other representatives of the Company and its
subsidiaries), no facts have come to our attention that led us to believe that
(i) the Preliminary Memorandum, as of 5:00 p.m. New York City time on December
8, 2005 (the "Pricing Time"), when taken together with the Pricing Information
(except for the financial statements, financial statement schedules and other
financial data included in or omitted from the Preliminary Memorandum or
included in or omitted from the Pricing Information, in each case, as to which
we express no belief), included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; or (ii) the Final Memorandum (except for the financial statements,
financial statement schedules and other financial data included in or omitted
from the Final Memorandum, as to which we express no such belief), at the time
the Final Memorandum was issued or on the date of this letter, included or
includes an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the


                                       B-5



circumstances under which they were made, not misleading. For purposes of this
opinion, the term "Pricing Information" means, to the extent determined at the
Pricing Time, (a) the economic terms (including, without limitation, the
principal amount, interest rate, maturity date, mandatory prepayment provisions,
optional redemption provisions, offering price to investors, original issue
discount and other similar terms) of the Notes being offered for sale pursuant
to the Preliminary Memorandum, (b) the economic terms (including, without
limitation, the principal amount, interest rate, maturity date, agent fees,
commitment fees, consent fees, mandatory prepayment provisions, optional
prepayment provisions, prepayment penalties, offering price to investors,
discounts to principal amount at maturity and other similar terms) of the
indebtedness to be incurred under the Credit Agreement, and (c) all information
derived from or calculated on the basis of such economic terms described in (a)
and (b) above.

          The opinions expressed above are limited to the laws of the federal
laws of the United States, the laws of the State of New York and the GCL. Our
opinions are rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect. Please be advised
that no member of this firm is admitted to practice in the State of Delaware.


                                       B-6



                                    EXHIBIT C

                       FORM OF OPINION OF GENERAL COUNSEL

Reference is made to the purchase agreement dated December 8, 2005 between CA
Investment Corp. (into which Novar USA Inc. will be merged, with CA Investment
Corp. as the surviving corporation, to be renamed Clarke American Corp.), and
Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc. (the "Initial
Purchasers") as amended by the first amendment thereto, dated the date hereof
among Clarke American Corp. (the "Company"), certain guarantors and the Initial
Purchasers (as so amended, the "Purchase Agreement") This opinion is being
delivered pursuant to Section 8(h) of the Purchase Agreement. Capitalized terms
used herein and not defined shall have the meanings set out in the Purchase
Agreement.

1. Each of Novar USA Inc. and its subsidiaries (collectively "Novar") is not and
as a result of the consummation of the Transactions will not be, (a) in
violation of its charter or bylaws or other organizational documents, (b) in
default in the performance of any bond, debenture, note, indenture, mortgage,
deed of trust or other agreement or instrument to which it is a party or by
which it is bound or to which any of its properties is subject or (c) in
violation of any local, state, federal or foreign law, statute, ordinance, rule,
regulation, requirement, judgment or court decree (including, without
limitation, environmental laws, statutes, ordinances, rules, regulations,
requirements, judgments or court decrees) applicable to it or any of its assets
or properties (whether owned or leased), that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

2. There is (a) no action, suit, investigation or proceeding before or by any
court, arbitrator or governmental agency, body or authority or administrative
agency, domestic or foreign, now pending or, to my knowledge, threatened or
contemplated, to which Novar is or may be a party or to which the business or
property of Novar is or may be subject, (b) no statute, rule, regulation or
order that has been enacted, adopted or issued by any governmental agency or
that to my knowledge has been proposed by any governmental agency, body or
authority or administrative agency, and (c) no injunction, restraining order or
order of any nature by a federal or state court or foreign court of competent
jurisdiction to which the Novar is or may be subject or to which the business,
assets, or property of Novar is or may be subject, that, in the case of clauses
(a), (b) and (c) above, (1) is required to be disclosed in the Offering
Memorandum and that is not disclosed, or (2) could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.

3. All of the outstanding shares of capital stock of each subsidiary of Novar
USA Inc. are owned, directly or indirectly, by Novar USA Inc., free and clear of
any security interest, claim, lien, limitation on voting rights or encumbrance;
and all such securities have been duly authorized, validly issued and are fully
paid and nonassessable and were not issued in violation of any preemptive or
similar rights.

4. There are not currently any outstanding subscriptions, rights, warrants,
calls, commitments of sale or options to acquire, or instruments convertible
into or exchangeable for, any capital stock, membership interests or other
equity interests of Novar.

5. There are no holders of securities of Novar who, by reason of the execution
by the Company and the Guarantors of the Purchase Agreement or any other
Operative Document to which it is a party or the consummation by the Company or
any of the Guarantors of the transactions contemplated thereby, have the right
to request or demand that the Company or any of its subsidiaries register under
the Act or analogous foreign laws and regulations securities held by them other
than pursuant to the Registration Rights Agreement.


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The foregoing opinions are subject to the following qualifications and
limitations:

A. The opinions expressed herein are based on and limited to the laws of the
State of New York and the General Corporate Law of the State of Delaware, and no
opinion is expressed with respect to the laws of any other state or
jurisdiction.

B. The opinions expressed herein are based upon the facts in existence and the
laws in effect on the date hereof, and I expressly disclaim any obligation to
update such opinions, regardless of whether changes in such facts or law come to
my attention after the delivery hereof.

C. I express only those opinions directly stated herein, and any opinions by
implication or inference are expressly disclaimed.

D. This opinion is solely for the benefit of the addressees hereof and may not
be relied upon by any other person.

E. This opinion is rendered by the undersigned on behalf of, and solely in his
capacity as an officer of, Novar.

F. Such counsel is not admitted to practice in the State of Delaware.


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