Exhibit 10.7


             NONCOMPETE AND TERMINATION AGREEMENT



     THIS AGREEMENT (the _Agreement_), dated as  of  September

_____, 1998, between JOHN  H. HARLAND COMPANY  (the _Company_)

and Timothy C. Tuff  (_Employee_).



     In consideration  of the  mutual promises  and agreements

contained herein, the parties hereto, intending  to be legally

bound, hereby agree as follows:



     Section 1.  Noncompetition Undertakings.


     1.1  Acknowledgment of  Access  to Confidential  Matters.

Employee and the Company  recognize and acknowledge that  as a
result of his employment with the Company:

               (a)  Employee will  have  access to  technology
     utilized   by   the   Company    and   its   subsidiaries
     (collectively, the  _Company_) in  connection with  their
     operations, which, technology  is unique to  the Company,
     including  production  operating  systems,   order  entry
     systems,   quality control  practices, decision  support,
     database marketing and other technology  developed by the
     Company for its various products and systems.

               (b)  Employee will have access to and knowledge
     of all  financial  statements and  related  data for  the
     Company, including pricing, sales and  training  manuals,
     and other confidential materials utilized by the Company;
     complete and detailed  knowledge of  all the  products of
     the Company and their capacities  and specifications; and
     knowledge of  all of  the systems  and procedures  of the
     Company with  regard to  selling, pricing,  and financing
     its products and services.

               (c)  Employee  will  have   specific  knowledge
     regarding  the   Company's  customers,   including  their
     specific needs and  current and  anticipated requirements
     for the Company's products and services.<PAGE>




     1.2  Potential  Injury  to  Company.    Employee  further

recognizes, acknowledges  and  agrees  that  the  confidential
information and  trade  secrets  specified  herein  constitute
valuable, special and  unique assets of  the Company  and that
the improper use or disclosure thereof would cause substantial
loss of competitive advantage and other injury to the Company.
Employee further  agrees  that  the  training  and  experience
gained  while  employed  by  the  Company  and  the  knowledge
acquired  during  such  employment   regarding  the  aforesaid
information would enable him  to injure and  cause substantial
harm to the Company if  he should compete with  the Company in
its business before the expiration of  a reasonable time after
termination of his employment with the Company.

     1.3  Noncompetition.  For the reasons recited in Sections

1.1 and  1.2 above  and except  as set  forth below,  Employee
covenants and agrees that so long as he is  an employee of the
Company and for a period of two (2) years after termination of
such employment,  whether  by  Employee  or  by  the  Company,
Employee will not serve as an  officer, executive, employee in
a managerial  capacity,  partner,  consultant  or  stockholder
(other than as  a stockholder  of the  Company) of  any entity
engaged in  competition with  the Company  in the  continental
United States.   The agreements  of Employee  contained herein
shall not prevent him from purchasing  or owning an investment
of not  more than  1% of  the outstanding  capital stock  of a
publicly    held     company     engaged    in     competition<PAGE>




with the Company, so  long as his only  relationship with such
company is as an investor.

     The covenant not to compete set forth in this Section 1.3
shall not apply to  Employee in the event  his employment with
the Company is  terminated pursuant to  either Section  3.1 or
Section 3.2 hereof.

     The covenants on the  part of Employee contained  in this
Section 1.3, and in Sections 1.4 and  Section 1.5 below, shall
be construed as agreements independent of  any other provision
in this Agreement, and the existence of any  claim or cause of
action of Employee against the Company, whether predicated  on
this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Company of said covenants.

     1.4  Nondisclosure.    Employee  further   covenants  and

agrees that neither during  his employment by the  Company nor
after termination of such  employment, whether by  Employee or
by the  Company, will  he, for  any  reason or  in any  manner
whatsoever:

          (a)  disclose any  trade  secrets  belonging to  the
Company, or

          (b)  for  a   period  of   two   years  after   such
     termination,  disclose   any   confidential   information
     belonging to the Company, including, but  not limited to,
     the confidential  information  described  in Section  1.1
     above, of  which  he  acquired  knowledge during  and  on
     account of his employment with the Company.

     1.5  Company Materials.   Employee further  covenants and

agrees that, neither during his employment  by the Company nor
after  termination   of  such   employment   for  any   reason
whatsoever, will  he  take  from the  Company  or  any of  its
offices any customer  lists, manuals or  other records  of the
Company, regardless of whether he has  worked on such records,
or any account to which they pertain.

     Section 2.  Termination of Employment.


     2.1  Termination.  Nothing herein shall affect the rights

of  the  Company  or  Employee  to  terminate  the  Employee's
employment with the Company, with or  without cause; provided,

however, that  the covenants  and agreements  contained herein

shall survive any such  termination of employment  as provided
for herein.<PAGE>




     Section 3.  Effect of Certain Terminations of Employment.


     3.1  After Change in Control.


          (a)  In the event that, at any  time after a "Change
     in Control_ of  the Company (as  defined in  Section 3.3)
     shall  have  occurred,  Employee's  employment  with  the
     Company is terminated by the Company or its successor for
     any reason other than Good Cause, then the Company or its
     successor shall pay  to Employee,  in a  lump sum  at the
     time of such termination, his "Severance Pay" (as defined
     in Section 3.4).

          (b)  In addition, after a  Change in Control  of the
     Company, if Employee remains  with the Company,  then any
     reduction in Employee's  base compensation or  an adverse
     change in his duties and responsibilities,  or any change
     in his work which involves a  relocation of his principal
     place of  employment  by more  than  100  miles or  which
     requires a change in his residence shall  be treated as a
     termination of his employment  by the Company  under this
     Section 3.1  entitling Employee  to Severance  Pay unless
     either (i) Employee consents in writing to such reduction
     or change, (ii) the Company can  demonstrate by clear and
     convincing evidence  that such  reduction  or change  was
     based  primarily  on  Employee's  failure  to  reasonably
     perform  his  duties   and  responsibilities   under  the
     circumstances and, further, that such reduction or change
     was made  only after  the Company  had provided  Employee
     with written  notice  of such  failure  and a  reasonable
     period of  time to  correct such  failure, or  (iii) such
     reduction or change comes more than  two years after such
     Change in Control.

          (c)  For the purposes of this  Agreement, Good Cause
     shall consist  of (i) Employee's  embezzlement of  funds,
     Employee's commission  of fraud  against the  Company, or
     Employee's gross negligence or willful  misconduct in the
     performance of  his  duties  (ii) Employee's  failure  to
     devote substantially all of his full  working time to the
     fulfillment   of    his   duties    with   the    Company
     (iii) Employee's  conviction  of,  guilty   plea  to,  or
     confession of a felony or  any act of fraud  or any other
     act  of  moral  turpitude   (iv) Employee's  engaging  in
     conduct  or   activities  materially   damaging  to   the
     property, business,  or  reputation  of  the  Company  or
     (v) Employee's failure or refusal to substantially follow
     or comply with the directions of the Board of Directors.

     3.2  By the  Company.   In the  event of  any involuntary

termination of  employment  of the  Employee  by the  Company,
other than termination  for Good  Cause, in  the absence  of a
Change in Control, including any reduction  in compensation or<PAGE>




adverse change of duties or responsibilities as referred to in
Section 3.1  (b), Employee  shall be  entitled to  continue to
receive, as severance  pay, his  base salary  for a  period of
twelve  months  from  the  date  of  termination,  as  if  his
employment had continued with the Company.

     3.3  Change in Control of the Company.  Change of Control

shall be deemed to occur  (a) upon the sale by  the Company of
all or substantially all  of its assets, the  consolidation of
the Company with another person, or the  merger of the Company
with any person as a result of which merger the Company is not
the surviving entity,  (b) if Beneficial  Ownership of  30% or
more of the Common Stock of the Company is  held by any person
or entity, or (c) in  the event that a  "Triggering Event" (as
defined therein) shall have occurred under the Company's Share
Purchase Rights  Plan  currently in  effect  or any  successor
plan.  "Beneficial Ownership" shall have  the meaning provided
in Rule 13d-3 under the Securities Exchange Act of 1934.

     3.4  Severance Pay.  For the purpose of this Agreement,

the Employee's Severance Pay shall equal the lesser of

          (a)   three   times   Employee's    highest   annual
     compensation as reported by  the Company to  the Internal
     Revenue Service on its form W-2 (or any successor to such
     form) for any  calendar year during  the term  hereof (or
     his annualized compensation in the event such calculation
     is for a partial year), or

          (b) the maximum payment  which the Company  can make
     to Employee  as  a  result of  a  Change  in Control  (i)
     without the  Company's federal  income tax  deduction for
     any portion of  such payment being  denied as  an "excess
     parachute payment"  under Section  280G  of the  Internal
     Revenue  Code  of  1986,  as  amended   ("Code")  or  any
     successor to  such section,  and (ii)   without  Employee
     being subject to a federal excise tax on  all or any part
     of such payment under Code Section  4999 or any successor
     to  such   section,  where   a  public   accounting  firm
     reasonably acceptable to Employee shall (at the Company's
     expense) calculate such payment, certify to Employee that
     such payment satisfies  the requirements of  this Section
     3.4(b) and prepare and sign Employee's federal income tax
     return for the year for which  such payment is reportable
     on such return.

     Section 4.  Term of Agreement.


     This Agreement shall commence on the date first set forth
above and shall  continue for  an initial  term of  five years
from  such   date.      Thereafter,   this   Agreement   shall
automatically be  renewed  for  successive  12-month  periods,<PAGE>




unless terminated by either party upon written notice at least
six months prior to the anniversary date hereof.

     Section 5.  Miscellaneous.


     5.1  Binding Effect.


          (a)  This Agreement  shall inure  to the  benefit of
     and  shall  be  binding  upon   Employee,  his  executor,
     administrator and heirs but  may not be assigned  by him.
     This Agreement shall be binding upon  the Company and its
     successors and assigns.

          (b)  (i)  Prior  to  a  Change  in  Control  of  the
     Company this Agreement may not be transferred or assigned
     by  the  Company,  either  by  voluntary   action  or  by
     operation of law.

               (ii) After a Change in Control  of the Company,
     this Agreement  may  be transferred  or  assigned by  the
     Company  and  shall  be  binding  on  the  transferee  or
     assignee; provided, however, that Employee shall be given
     written notice thereof at least twenty (20) days prior to
     the proposed transfer or assignment.

     5.2  Invalid   Provisions.        The    invalidity    or

unenforceability of any particular provision of this Agreement
shall  not  affect  the  other  provisions  hereof,  and  this
Agreement shall  be  construed  in  all  respects as  if  such
invalid and unenforceable provision were omitted.

     5.3  Headings.    The  section   and  paragraph  headings

contained in this  Agreement are  for reference  purposes only
and shall not affect in any way  the meaning or interpretation
of this Agreement.

     5.4. Entire Agreement.  This Agreement is intended by the

parties hereto to be  the final expression of  their agreement
with respect to the subject matter hereof  and is the complete
and exclusive  statement  thereof  notwithstanding  any  prior
representation or statements to the contrary.   This Agreement
may be modified only  by written instrument signed  by each of
the parties hereto.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

                                   JOHN H. HARLAND COMPANY


[CORPORATE SEAL]                   BY: <PAGE>




                                        President

Attest:



                                   EMPLOYEE


                                        Timothy C. Tuff

Witness:<PAGE>