EXHIBIT 10.28


                              Panavision Inc.
                            6219 De Soto Avenue
                      Woodland Hills, California 91367



                                                    December 21, 2001



M & F Worldwide Corp.
35 East 62nd Street
New York, New York 10021

Gentlemen:

         Panavision Inc., a Delaware corporation ("Panavision") is
delivering this letter to M & F Worldwide Corp., a Delaware corporation ("M
& F Worldwide"), in connection with the delivery of a letter, dated as of
the date hereof (the "M & F Worldwide Letter"), from M & F Worldwide to
Panavision. Pursuant to the M & F Worldwide Letter, M & F Worldwide is
acquiring from Panavision 1,381,690 newly-issued shares of Series A
Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per
share (the "Series A Preferred Stock").

         M & F Worldwide and Panavision, intending to be legally bound,
hereby agree that the definition of "Registrable Securities" under the
registration rights agreement, dated as of June 5, 1998 (the "Registration
Rights Agreement"), by and between Panavision and M & F Worldwide (formerly
between Panavision and PX Holding Corporation) is hereby amended and
restated as follows:

         "Registrable Securities" means (a) any shares of Common Stock
issued in accordance with Section 5.4 of the Merger Agreement upon
consummation of the Merger, (b) any shares of Series A Non-Cumulative
Perpetual Participating Preferred Stock, par value $.01 per share (the
"Preferred Stock"), issued in accordance with the terms of the letter,
dated as of December 21, 2001, from M & F Worldwide Corp. to the Company,
(c) any additional shares of Common Stock, Preferred Stock or other capital
stock of the Company which shall be issued to M & F Worldwide Corp., (d)
any shares of Common Stock, Preferred Stock or other capital stock of the
Company acquired by M & F Worldwide Corp. on the open market at a time when
such party is deemed to be an "affiliate" (as such term is defined under
Rule 144 of the Securities Act) of the Company, and (e) any securities
issued or issuable in respect of the Common Stock, Preferred Stock or other
capital stock of the Company referred to in clauses (a), (b), (c) and (d)
above, by way of conversion, exercise or exchange or any stock dividend or
stock split or in connection with a combination of shares,
recapitalization, reclassification, merger or consolidation, and any other
securities issued pursuant to any other pro rata distribution with respect
to such Common Stock, Preferred Stock or other capital stock of the
Company. For purposes of this Agreement, a Registrable Security ceases to
be a Registrable Security when (x) it has been effectively registered under
the Securities Act and sold or distributed to the public in accordance with
an effective registration statement covering it (and has not been
reacquired in the manner described in clause (d) above), or (y) it is sold
or distributed to the public pursuant to Rule 144 (or any successor or
similar provision) under the Securities Act.

         Panavision's and M & F Worldwide's agreements and undertakings
hereunder are for the sole benefit of M & F Worldwide and shall not create
third party beneficiary rights on behalf of any other person or entity. If
you are in agreement with the foregoing, please so indicate by signing the
enclosed duplicate copy of this letter.


                                           Very truly yours,


                                           PANAVISION INC.


                                           By: /s/ Kenneth E. Krainman
                                              -------------------------------
                                              Name:  Kenneth E. Krainman
                                              Title: Controller and
                                                     Assistant Secretary


ACCEPTED AND AGREED TO:

M & F WORLDWIDE CORP.


By:     /s/ Howard Gittis
   -----------------------------------------
   Name:   Howard Gittis
   Title:  Chairman of the Board of
           Directors, President and Chief
           Executive Officer