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, 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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