Employment Agreement





                  EMPLOYMENT AGREEMENT, dated as of September 1, 2002 between

Panavision Inc., a Delaware corporation (the "Company") and Eric W. Golden (the

"Executive").



                  WHEREAS, the Company wishes to employ the Executive, and the

Executive wishes to accept such employment, on the terms and conditions set

forth in this Agreement.



                  NOW, THEREFORE, the Company and the Executive hereby agree as

follows:



                  1.       Employment, Duties and Acceptance.



                           1.1   Employment, Duties. The Company hereby employs

the Executive for the Term (as defined in Section 2.1), to render exclusive and

full-time services to the Company as Executive Vice President and General

Counsel or in such other executive position as may be mutually agreed upon by

the Company and the Executive, and to perform such other duties consistent with

such position as may be assigned to the Executive by the Board of Directors or

any officer of the Company senior to the Executive. The Executive will report

jointly to the Chief Executive Officer of Panavision and the General Counsel of

Mafco Holdings Inc.



                           1.2   Acceptance. The Executive hereby accepts such

employment and agrees to render the services described above. During the Term,

the Executive agrees to serve the Company faithfully and to the best of the

Executive's ability, to devote the Executive's entire business time, energy and

skill to such employment, and to use the Executive's best efforts, skill and

ability to promote the Company's interests. The Executive further agrees to

accept election, and to serve during all or any part of the Term, as an officer

or director of the Company and of any subsidiary or affiliate of the Company,

without any compensation therefor other than that specified in this Agreement,

if elected to any such position by the shareholders or by the Board of Directors

of the Company or of any subsidiary or affiliate, as the case may be. The

Executive hereby represents and warrants that the Executive is not subject to

any other agreement, including without limitation any agreement not to compete

or confidentiality agreement, which would be violated by the Executive's

performance of services hereunder.



                          1.3    Location. The duties to be performed by the

Executive hereunder shall be performed primarily at the office of the Company in

Woodland Hills, California, subject to reasonable travel requirements on behalf

of the Company.



                  2.      Term of Employment; Certain Post-Term Benefits.





                          2.1    The Term. The term of the Executive's

employment under this Agreement (the "Term") shall commence on September 1, 2002

and shall end on August 31, 2004 or such later date to which the Term is

extended pursuant to Section 2.2.



                          2.2    End-of-Term Provisions. At any time on or after

August 31, 2003 the Company shall have the right to give written notice of

non-renewal of the Term. In the event the Company gives such notice of

non-renewal, the Term automatically shall be extended so that it ends twelve

months after the last day of the month in which the Company gives such notice.

From and after August 31, 2004, unless and until the Company gives written

notice of non-renewal as provided in this Section 2.2, the Term automatically

shall be extended day-by-day; upon the giving of such notice by the Company, the

Term automatically shall be extended so that it ends twelve months after the

last day of the month in which the Company gives such notice.

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