EXHIBIT
10.14


First Amendment to the 


LOAN
OUT SERVICE AGREEMENT

WHEREAS, Panavision Inc. (the
‘‘Company’’) entered into a Loan Out
Service Agreement (the ‘‘Service
Agreement’’) with Ziffren, Brittenham, Branca, Fischer,
Gilbert-Lurie & Stiffelman LLP, (now known as Ziffren, Brittenham,
Branca, Fischer, Gilbert-Lurie, Stiffelman & Cook LLP and referred
to herein as ‘‘ZBBFG-LS&C’’) with
reference to the utilization of the services provided by Kenneth
Ziffren, Esq. (‘‘Executive’’), dated
March  26,  2003.

WHEREAS, the Company and
ZBBFG-LS&C now desire to amend the Service Agreement on the terms
and conditions described herein (the
‘‘Amendment’’);

NOW, THEREFORE, the
Company and ZBBFG-LS&C hereby agree to amend the Service Agreement,
as follows:

1. The Term of the Service Agreement shall be
extended for a further period of three years (unless terminated sooner
as provided in the Service Agreement) commencing on March
25th 2006 and ending on March  25th
2009.

2. Section 2 shall be amended such that the
references to the ‘‘Executive Committee’’
in Section 2 shall be replaced by references to the
‘‘Board of
Directors’’.

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 one percent (1%), (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. Section 4.2(a) shall be
amended such that the reference to ‘‘Equity Participation
Payment’’ in Section 4.2(a) shall be replaced by a
reference to ‘‘Corporate Performance
Payment’’.

5. All provisions of the Service
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 Service
Agreement, the terms of this Amendment shall prevail.

6. General.

6.1 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.








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

6.3 The
Service 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 Service 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.

6.4 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.

6.5 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
Service Agreement as of March  30,
2006.


		PANAVISION
INC.





		By: /s/ Howard
Gittis                                                    





		Howard
Gittis





		Vice
Chairman





		ZIFFREN, BRITTENHAM, BRANCA,
FISCHER,





		GILBERT-LURIE, STIFFELMAN &
COOKLLP





		By: /s/ Kenneth
Ziffren                                                





		Kenneth
Ziffren, its Partner





		KENNETH
ZIFFREN





		/s/ Kenneth
Ziffren                                                        




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