PANAVISION INC.



                             STOCKHOLDERS AGREEMENT



         This STOCKHOLDERS AGREEMENT (this "Agreement") is made and entered into

this 26th day of July, 2000, by and among Panavision Inc., a Delaware

corporation (the "Company"), Sony Electronics Inc., a Delaware corporation

("Sony"), and PX Holding Corporation, a Delaware corporation ("PX Holding").



                               W I T N E S S E T H



         WHEREAS, Sony and the Company are parties to that certain Stock and

Warrant Purchase Agreement of even date herewith (the "Purchase Agreement")

pursuant to which Sony is purchasing 714,300 shares (the "Purchase Shares") of

the Company's common stock, par value $.01 per share ("Common Stock"), and a

warrant (the "Warrant") to purchase an additional 714,300 shares of Common Stock

(the "Warrant Shares"); and



         WHEREAS, prior to the consummation of the transactions contemplated by

the Purchase Agreement, PX Holding owned more than 90% of the issued and

outstanding Common Stock of the Company.



         NOW, THEREFORE, in consideration of the mutual promises and covenants

set forth herein, the Company, Sony and PX Holding agree as follows:



1.       DEFINITIONS



         1.1 As used in this Agreement, the following terms shall have the

meanings ascribed to them below:



         "Affiliate" means, with respect to any specified Person, (i) any other

Person 50% or more of whose outstanding voting securities are directly or

indirectly owned, controlled or held with the power to vote by such specified

Person or (ii) any other Person directly or indirectly controlling, controlled

by or under direct or indirect common control with such specified Person. For

purposes of this definition, the term "control" means the possession, directly

or indirectly, of the power to direct or cause the direction of the management

or policies of a Person by virtue of ownership of voting securities, by contract

or otherwise. For purposes of this Agreement, PX Holding and its Affiliates

shall not be deemed to be an Affiliate of Sony or of any of Sony's Affiliates,

and Sony and its Affiliates shall not be deemed to be an Affiliate of PX Holding

or of any of PX Holding's Affiliates.



         "Governmental Authority" shall mean any federal, state, municipal or

other governmental authority, department, commission, board, agency or other

instrumentality.



         "Operating Agreement" shall mean the Operating Agreement of DHD

Ventures, LLC, of even date herewith, by and between the Company and Sony.



         "Person" shall mean any individual, corporation, partnership, limited

liability company, limited liability partnership, joint venture, estate, trust,

cooperative, foundation, union, syndicate,



<PAGE>



league, consortium, coalition, committee, society, firm, company or other

enterprise, association, organization or other entity or any federal, state,

municipal or other governmental authority, department, commission, board, agency

or other instrumentality.



         "Sony Director" shall mean one person designated by Sony to serve as a

director on the Board who shall be subject to the approval of PX Holding, such

approval not to be unreasonably withheld.



         "Third Party" shall mean any Person other than Affiliates of PX Holding

(other than the Company).



         1.2 As used in this Agreement, the terms "Purchase Shares" and "Warrant

Shares" shall include all shares of Common Stock issued in respect of the

Purchase Shares or Warrant Shares in the event of a stock split, stock dividend

or similar transaction or pursuant to Sony's anti-dilution rights set forth in

the Warrant, dated the date hereof, issued by the Company to Sony.



2.       BOARD OF DIRECTORS



         2.1 PX Holding shall vote, and cause its Affiliates to vote, all shares

of Common Stock owned or held of record by PX Holding and its Affiliates at any

regular or special meeting of the stockholders of the Company called for the

purpose of filling positions on the Board of Directors of the Company (the

"Board"), or in any written consent executed in lieu of such a meeting, and

shall take all actions within its control that are necessary to ensure the

election or appointment to the Board of the Sony Director, commencing within

seven days of the date hereof.

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