EXHIBIT
10.8

First Amendment to the

Employment
Agreement


WHEREAS, Panavision Inc. (the
‘‘Company’’) entered into an employment
agreement (the ‘‘Employment Agreement’’)
with Robert L. Beitcher, dated April  1,
2003.

WHEREAS, the Company and Robert L. Beitcher now
desire to amend the Employment Agreement on the terms and conditions
described herein (the
‘‘Amendment’’);

NOW,
THEREFORE, the Company and the Executive hereby agree to amend the
Employment Agreement, effective January  1,  2006, as
follows:

			
		1. 	Section 2.1 shall be amended and
restated as follows:


‘‘2.1  The
Term. The term of the Executive’s employment under this
Agreement (the ‘‘Term’’) shall commence on
April  7,  2003. The Term shall end on December
31,  2008, or such later date to which the Term is extended
pursuant to Section
2.2.’’

			
		2. 	Section 3.1 shall be
amended and restated as
follows:


‘‘3.1 Salary. As
compensation for all services to be rendered pursuant to this
Agreement, the Company agrees to pay the Executive, from January
1,  2006 through the remainder of the Term a base salary, payable
semi-monthly in arrears, at the annual rate of not less than $850,000
for calendar year 2003, $900,000 for calendar year 2004, $950,000 for
calendar year 2005 and $1,000,000 per calendar year thereafter less
such deductions or amounts to be withheld as required by applicable law
and regulations (the ‘‘Base Salary’’). In
the event that the Company in its sole discretion from time to time
determines to further increase the Base Salary, such increased amount
shall, from and after the effective date of the increase, constitute
‘‘Base Salary’’ for purposes of this
Agreement.’’

			
		3.	Section 3.3
shall be amended and restated as
follows:


‘‘3.3 Corporate
Performance Payment. In addition to the amounts to be paid to the
Executive pursuant to Sections 3.1 and 3.2, the Executive shall be
entitled to receive a payment (the ‘‘Corporate
Performance Payment’’) at the time and in an amount
determined pursuant to this Section 3.3. The Corporate Performance
Payment shall be made to the Executive within fifteen (15) days
following issuance of audited financial statements of the Company for
the Fiscal Year ending December  31,  2008 (such Fiscal
Year, the ‘‘CP Fiscal Year’’) and
consistent with past practice and in any event, not later than
April  30th of the following year. The Corporate Performance
Payment shall be in an amount equal to two point five percent
(2.5%), (the ‘‘CPP Percentage’’)
(subject to adjustments described below) of:

(i) EBITDA (without any deduction for the Corporate
Performance Payment to Executive or similar corporate performance
payments to other persons) (‘‘EBITDA’’) for
the CP Fiscal Year multiplied by 8.0,

(ii) less
the sum of (A) $520  million and (B) any contributions to the
capital of the Company on or after January  1,  2006,
and

(iii) (A) less if an increase or (B) plus if
a decrease, the change in debt (reduced by any unrestricted cash) of
the Company and its consolidated subsidiaries outstanding between
January  1,  2006 and the last day of the CP Fiscal
Year.

Notwithstanding the above, in the event of a
material acquisition, the method for calculating the Corporate
Performance Payment pursuant to (i), (ii), and (iii) above, shall be
adjusted for the effect of such material
acquisition;’’

4. The references to
‘‘Equity Participation Payment’’ in
Sections 4.1, 4,2, 4.4 and 4.5 of the Agreement shall be changed to
‘‘Corporate Performance
Payment’’.

			
		5. 	The following shall
be added to the end of Section
4.4:


‘‘Notwithstanding the foregoing, in
the event that the Executive qualifies as a ‘‘specified
employee’’ for purposes of Section 409A(a)(2)(B)(i) of
the Internal Revenue Code of 1986 as amended 









(the ‘‘Code’’),
then, to the extent required (or in the absence of specific guidance to
the extent reasonably advisable) to comply with Section 409A of the
Code the first installment of such semi-monthly salary payments shall
commence on the six month anniversary of the date of termination and
shall continue for the applicable Damage Period. This Agreement shall
be construed and interpreted to comply with Section 409A of the Code.
The parties hereby agree to amend this Agreement to the extent
reasonably necessary in order to preserve the intended tax consequences
of the payments made hereunder in light of Section 409A of the Code and
any regulations or other guidance promulgated
thereunder.’’

			
		6. 	The following
shall be added as Section 4.7:


‘‘4.7
 Section 280G


(i) Whether or not
the Executive becomes entitled to any other payments hereunder, if any
of the payments, distributions, transfers or benefits received or to be
received by the Executive (including any payment or benefits received
or to be received in connection with an event described in Section
280G(b)(2)(A) (such event, a ‘‘Change in
Control’’) or the Executive's termination of
employment or otherwise, whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement or otherwise, and
including any benefit with respect to the Executive payable to the
Executive’s dependents, heirs or beneficiaries), (all such
payments and benefits, excluding the Gross-Up Payment, being
hereinafter referred to as the ‘‘Total
Payments’’) is or will be subject (in whole or part) to
the excise tax (‘‘the Excise Tax’’) imposed
under Section 4999 of the Code or any similar successor provision or
any comparable state or local tax provision, then, subject to the
provisions of subsection (ii) of this Section 4.7, the Company shall
pay to the Executive an additional amount (the ‘‘Gross-Up
Payment’’) such that the net amount retained by the
Executive, after deduction of any Excise Tax on the Total Payments and
any federal, state and local income and employment taxes and Excise Tax
upon the Gross-Up Payment and all interest, penalties, or addition to
tax with respect to such Excise Tax, and after taking into account the
phase out of itemized deductions and personal exemptions attributable
to the Gross-Up Payment, shall be equal to the Total Payments. For
purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which
the Gross-Up Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and locality of the
Executive's residence on which the Gross-Up Payment is calculated
for purposes of this Section 4.7, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such
state and local taxes.

(ii) In the event that a
reduction of an aggregate amount of not more than $150,000 from the
Total Payments to be made to the Executive would result in no portion
of the Total Payments being subject to the Excise Tax and would produce
a net amount of Total Payments (after subtracting the net amount of
federal, state and local income and employment taxes on such reduced
Total Payments and after taking into account the phase out of itemized
deductions and personal exemptions attributable to such reduced Total
Payments) that would be greater than or equal to the net amount of
unreduced Total Payments (after deduction of the net amount of federal,
state and local income and employment taxes and the amount of Excise
Tax to which the Executive would be subject in respect of such
unreduced Total Payments and after taking into account the phase out of
itemized deductions and personal exemptions attributable to such
unreduced Total Payments), then subsection (i) of this Section 4.7
shall not apply and the Total Payments shall be reduced as provided
below in this Section 4.7(ii). In such event, the amount of the Total
Payments shall be reduced, but not by more than $150,000 in the
aggregate, such that the amount of the Total Payments is $1 less than
the amount that would cause the Total Payments to become subject to the
Excise Tax. To effect such reduction, the cash payments shall first be
reduced (if necessary, to zero), and the non-cash payments or benefits
shall thereafter be reduced (if necessary, to zero) to effect the total
amount of such reduction; provided, however, that the Executive may
elect to have the non-cash payments and benefits reduced (or
eliminated) prior to any reduction of the cash payments and the
Executive may otherwise elect which non-cash payments shall be reduced
first (to the extent any reduction in non-cash payments is
required).

(iii) For purposes of initially
estimating whether any of the Total Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (A) all of the Total
Payments shall be treated as ‘‘parachute
payments’’ within the meaning of section 280G(b)(2) of
the Code, unless in the opinion of the 

2









Company’s tax counsel
(‘‘Tax Counsel’’), such other payments or
benefits (in whole or in part) do not constitute parachute payments,
including by reason of section 280G(b)(4)(A) of the Code, (B) all
‘‘excess parachute payments’’ within the
meaning of section 280G(b)(l) of the Code shall be treated as subject
to the Excise Tax unless, in the opinion of Tax Counsel, such excess
parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered, within the meaning of
section 280G(b)(4)(B) of the Code, in excess of the Base Amount
allocable to such reasonable compensation, or are otherwise not subject
to the Excise Tax, and (C) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Company’s
independent auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code. Prior to the Termination Date, the
Company shall provide the Executive with its calculation of the amounts
referred to in this Section 4.7(iii) and such supporting materials as
are reasonably necessary for the Executive to evaluate the
Company's calculations. If the Executive disputes the
Company's calculations (in whole or in part), the reasonable
opinion of Tax Counsel with respect to the matter in dispute shall
prevail for purposes of the initial estimates of any Gross-Up
Payment.

(iv) In the event that (A) amounts are
paid to the Executive pursuant to subsection (i) of this Section 4.7,
(B) the Excise Tax is finally determined to be less than the amount
taken into account hereunder in calculating the Gross-Up Payment, and
(C) after recalculating the Gross Up Payment based on such finally
determined Excise Tax, the payments are to be reduced pursuant to
subsection (ii) of this Section 4.7, the Executive shall repay to the
Company, within thirty (30) business days following the time that the
amount of such reduction in Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus
that portion of the Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes imposed on the
Gross-Up Payment being repaid by the Executive), to the extent that
such repayment results in (A) no portion of the Total Payments being
subject to the Excise Tax and (B) a dollar-for-dollar reduction in the
Executive's taxable income and wages for purposes of federal,
state and local income and employment taxes) plus interest on the
amount of such repayment at 120% of the rate provided in section
1274(b)(2)(B) of the Code. In the event that (x) the Excise Tax is
determined to exceed the amount taken into account hereunder at the
time of the termination of the Executive's employment (including
by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment) and (y) after giving
effect to such redetermination, the payments should not have been
reduced pursuant to subsection (ii) of this Section 4.7, the Company
shall make an additional Gross-Up Payment in respect of such excess and
in respect of any portion of the Excise Tax with respect to which the
Company had not previously made a Gross-Up Payment (plus any interest,
penalties or additions payable by the Executive with respect to such
excess and such portion) within five (5) business days following the
time that the amount of such excess is finally determined. In addition,
it may initially be determined that a Gross-Up Payment need not be made
(or no determination with respect to a Gross-Up Payment may be made) or
the amount of the Gross-Up Payment may initially be determined to be
less than the amount of the Gross-Up Payment that should actually be
made. In any such event, the Company shall promptly make an additional
Gross-Up Payment to Executive equal to (i) the full Gross-Up Payment
that should have been made to Executive less any Gross-Up Payment
previously paid to Executive (to the Extent not repaid by the
Executive), plus (ii) any interest, penalties or additions to tax
payable by the Executive with respect to the underpayment resulting
from the original underpayment.’’

7. The
following shall be added as a new paragraph 6 to Appendix I to the
Agreement:

‘‘The Company shall pay the cost
of membership for the Executive of membership in a health club and /or
fitness classes and instruction up to an amount of $3,000 initiation
fee and $3,500 per calendar year.’’

8. In
paragraph 2 of Appendix I to the Agreement, the number
‘‘$60,000’’ shall be changed to
‘‘$85,000’’.

9. All provisions
of the Agreement shall remain in full force and effect except to the
extent specifically described in this Amendment. To the extent of any
inconsistency between the terms of this Amendment and the Agreement,
the terms of this Amendment shall prevail.

10. General.

3








11.1 This Amendment shall be
governed by and construed and enforced in accordance with the laws of
the State of California applicable to agreements made and to be
performed entirely in California.

11.2 The section
headings contained herein are for reference purposes only and shall not
in any way affect the meaning or interpretation of this
Amendment.

11.3 The Agreement, as amended by this
Amendment, sets forth the entire agreement and understanding of the
parties relating to the subject matter hereof, and supersedes all prior
agreements, arrangements and understandings, written or oral, relating
to the subject matter hereof. No representation, promise or inducement
has been made by either party that is not embodied in the Agreement, as
amended by this Amendment, and neither party shall be bound by or
liable for any alleged representation, promise or inducement not so set
forth.

11.4 This Amendment may be amended,
modified, superseded, canceled, renewed or extended, and the terms or
covenants hereof may be waived, only by a written instrument executed
by both of the parties hereto, or in the case of a waiver, by the party
waiving compliance. The failure of either party at any time or times to
require performance of any provision hereof shall in no manner affect
the right at a later time to enforce the same. No waiver by either
party of the breach of any term or covenant contained in this
Amendment, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach of any
other term or covenant contained in this
Amendment.

11.5 This Amendment may be executed in
two or more counterparts, each of which shall be deemed an original but
all of which shall be considered one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment
to the Agreement as of the March  30,
2006.





											
	 		PANAVISION
INC.
	 		By:		/s/
Howard Gittis
	 		 		Name: Howard
Gittis
Title: Vice
Chairman
	 		 		/s/
Robert L. Beitcher
	 		 		Name: Robert L.
Beitcher
	






4