EXHIBIT10.8

First Amendment to theEmploymentAgreement

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

WHEREAS, the Company and Robert L. Beitcher nowdesire to amend the Employment Agreement on the terms and conditionsdescribed herein (the‘‘Amendment’’);

NOW,THEREFORE, the Company and the Executive hereby agree to amend theEmployment Agreement, effective January  1,  2006, asfollows:

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|  | 1.  | Section 2.1 shall be amended andrestated as follows: |

‘‘2.1  TheTerm. The term of the Executive’s employment under thisAgreement (the ‘‘Term’’) shall commence onApril  7,  2003. The Term shall end on December31,  2008, or such later date to which the Term is extendedpursuant to Section2.2.’’

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|  | 2.  | Section 3.1 shall beamended and restated asfollows: |

‘‘3.1 Salary. Ascompensation for all services to be rendered pursuant to thisAgreement, the Company agrees to pay the Executive, from January1,  2006 through the remainder of the Term a base salary, payablesemi-monthly in arrears, at the annual rate of not less than $850,000for calendar year 2003, $900,000 for calendar year 2004, $950,000 forcalendar year 2005 and $1,000,000 per calendar year thereafter lesssuch deductions or amounts to be withheld as required by applicable lawand regulations (the ‘‘Base Salary’’). Inthe event that the Company in its sole discretion from time to timedetermines to further increase the Base Salary, such increased amountshall, from and after the effective date of the increase, constitute‘‘Base Salary’’ for purposes of thisAgreement.’’

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|  | 3. | Section 3.3shall be amended and restated asfollows: |

‘‘3.3 CorporatePerformance Payment. In addition to the amounts to be paid to theExecutive pursuant to Sections 3.1 and 3.2, the Executive shall beentitled to receive a payment (the ‘‘CorporatePerformance Payment’’) at the time and in an amountdetermined pursuant to this Section 3.3. The Corporate PerformancePayment shall be made to the Executive within fifteen (15) daysfollowing issuance of audited financial statements of the Company forthe Fiscal Year ending December  31,  2008 (such FiscalYear, the ‘‘CP Fiscal Year’’) andconsistent with past practice and in any event, not later thanApril  30th of the following year. The Corporate PerformancePayment 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 CorporatePerformance Payment to Executive or similar corporate performancepayments to other persons) (‘‘EBITDA’’) forthe CP Fiscal Year multiplied by 8.0,

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

(iii) (A) less if an increase or (B) plus ifa decrease, the change in debt (reduced by any unrestricted cash) ofthe Company and its consolidated subsidiaries outstanding betweenJanuary  1,  2006 and the last day of the CP FiscalYear.

Notwithstanding the above, in the event of amaterial acquisition, the method for calculating the CorporatePerformance Payment pursuant to (i), (ii), and (iii) above, shall beadjusted for the effect of such materialacquisition;’’

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

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|  | 5.  | The following shallbe added to the end of Section4.4: |

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

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

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|  | 6.  | The followingshall be added as Section 4.7: |

‘‘4.7 Section 280G

(i) Whether or notthe Executive becomes entitled to any other payments hereunder, if anyof the payments, distributions, transfers or benefits received or to bereceived by the Executive (including any payment or benefits receivedor to be received in connection with an event described in Section280G(b)(2)(A) (such event, a ‘‘Change inControl’’) or the Executive's termination ofemployment or otherwise, whether pursuant to the terms of thisAgreement or any other plan, arrangement or agreement or otherwise, andincluding any benefit with respect to the Executive payable to theExecutive’s dependents, heirs or beneficiaries), (all suchpayments and benefits, excluding the Gross-Up Payment, beinghereinafter referred to as the ‘‘TotalPayments’’) is or will be subject (in whole or part) tothe excise tax (‘‘the Excise Tax’’) imposedunder Section 4999 of the Code or any similar successor provision orany comparable state or local tax provision, then, subject to theprovisions of subsection (ii) of this Section 4.7, the Company shallpay to the Executive an additional amount (the ‘‘Gross-UpPayment’’) such that the net amount retained by theExecutive, after deduction of any Excise Tax on the Total Payments andany federal, state and local income and employment taxes and Excise Taxupon the Gross-Up Payment and all interest, penalties, or addition totax with respect to such Excise Tax, and after taking into account thephase out of itemized deductions and personal exemptions attributableto the Gross-Up Payment, shall be equal to the Total Payments. Forpurposes of determining the amount of the Gross-Up Payment, theExecutive shall be deemed to pay federal income taxes at the highestmarginal rate of federal income taxation in the calendar year in whichthe Gross-Up Payment is to be made and state and local income taxes atthe highest marginal rate of taxation in the state and locality of theExecutive's residence on which the Gross-Up Payment is calculatedfor purposes of this Section 4.7, net of the maximum reduction infederal income taxes which could be obtained from deduction of suchstate and local taxes.

(ii) In the event that areduction of an aggregate amount of not more than $150,000 from theTotal Payments to be made to the Executive would result in no portionof the Total Payments being subject to the Excise Tax and would producea net amount of Total Payments (after subtracting the net amount offederal, state and local income and employment taxes on such reducedTotal Payments and after taking into account the phase out of itemizeddeductions and personal exemptions attributable to such reduced TotalPayments) that would be greater than or equal to the net amount ofunreduced Total Payments (after deduction of the net amount of federal,state and local income and employment taxes and the amount of ExciseTax to which the Executive would be subject in respect of suchunreduced Total Payments and after taking into account the phase out ofitemized deductions and personal exemptions attributable to suchunreduced Total Payments), then subsection (i) of this Section 4.7shall not apply and the Total Payments shall be reduced as providedbelow in this Section 4.7(ii). In such event, the amount of the TotalPayments shall be reduced, but not by more than $150,000 in theaggregate, such that the amount of the Total Payments is $1 less thanthe amount that would cause the Total Payments to become subject to theExcise Tax. To effect such reduction, the cash payments shall first bereduced (if necessary, to zero), and the non-cash payments or benefitsshall thereafter be reduced (if necessary, to zero) to effect the totalamount of such reduction; provided, however, that the Executive mayelect to have the non-cash payments and benefits reduced (oreliminated) prior to any reduction of the cash payments and theExecutive may otherwise elect which non-cash payments shall be reducedfirst (to the extent any reduction in non-cash payments isrequired).

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

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Company’s tax counsel(‘‘Tax Counsel’’), such other payments orbenefits (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 themeaning of section 280G(b)(l) of the Code shall be treated as subjectto the Excise Tax unless, in the opinion of Tax Counsel, such excessparachute payments (in whole or in part) represent reasonablecompensation for services actually rendered, within the meaning ofsection 280G(b)(4)(B) of the Code, in excess of the Base Amountallocable to such reasonable compensation, or are otherwise not subjectto the Excise Tax, and (C) the value of any non-cash benefits or anydeferred payment or benefit shall be determined by the Company’sindependent auditor in accordance with the principles of sections280G(d)(3) and (4) of the Code. Prior to the Termination Date, theCompany shall provide the Executive with its calculation of the amountsreferred to in this Section 4.7(iii) and such supporting materials asare reasonably necessary for the Executive to evaluate theCompany's calculations. If the Executive disputes theCompany's calculations (in whole or in part), the reasonableopinion of Tax Counsel with respect to the matter in dispute shallprevail for purposes of the initial estimates of any Gross-UpPayment.

(iv) In the event that (A) amounts arepaid to the Executive pursuant to subsection (i) of this Section 4.7,(B) the Excise Tax is finally determined to be less than the amounttaken into account hereunder in calculating the Gross-Up Payment, and(C) after recalculating the Gross Up Payment based on such finallydetermined Excise Tax, the payments are to be reduced pursuant tosubsection (ii) of this Section 4.7, the Executive shall repay to theCompany, within thirty (30) business days following the time that theamount of such reduction in Excise Tax is finally determined, theportion of the Gross-Up Payment attributable to such reduction (plusthat portion of the Gross-Up Payment attributable to the Excise Tax andfederal, state and local income and employment taxes imposed on theGross-Up Payment being repaid by the Executive), to the extent thatsuch repayment results in (A) no portion of the Total Payments beingsubject to the Excise Tax and (B) a dollar-for-dollar reduction in theExecutive's taxable income and wages for purposes of federal,state and local income and employment taxes) plus interest on theamount of such repayment at 120% of the rate provided in section1274(b)(2)(B) of the Code. In the event that (x) the Excise Tax isdetermined to exceed the amount taken into account hereunder at thetime of the termination of the Executive's employment (includingby reason of any payment the existence or amount of which cannot bedetermined at the time of the Gross-Up Payment) and (y) after givingeffect to such redetermination, the payments should not have beenreduced pursuant to subsection (ii) of this Section 4.7, the Companyshall make an additional Gross-Up Payment in respect of such excess andin respect of any portion of the Excise Tax with respect to which theCompany had not previously made a Gross-Up Payment (plus any interest,penalties or additions payable by the Executive with respect to suchexcess and such portion) within five (5) business days following thetime 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) orthe amount of the Gross-Up Payment may initially be determined to beless than the amount of the Gross-Up Payment that should actually bemade. In any such event, the Company shall promptly make an additionalGross-Up Payment to Executive equal to (i) the full Gross-Up Paymentthat should have been made to Executive less any Gross-Up Paymentpreviously paid to Executive (to the Extent not repaid by theExecutive), plus (ii) any interest, penalties or additions to taxpayable by the Executive with respect to the underpayment resultingfrom the original underpayment.’’

7. Thefollowing shall be added as a new paragraph 6 to Appendix I to theAgreement:

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

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

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

10. General.

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11.1 This Amendment shall begoverned by and construed and enforced in accordance with the laws ofthe State of California applicable to agreements made and to beperformed entirely in California.

11.2 The sectionheadings contained herein are for reference purposes only and shall notin any way affect the meaning or interpretation of thisAmendment.

11.3 The Agreement, as amended by thisAmendment, sets forth the entire agreement and understanding of theparties relating to the subject matter hereof, and supersedes all prioragreements, arrangements and understandings, written or oral, relatingto the subject matter hereof. No representation, promise or inducementhas been made by either party that is not embodied in the Agreement, asamended by this Amendment, and neither party shall be bound by orliable for any alleged representation, promise or inducement not so setforth.

11.4 This Amendment may be amended,modified, superseded, canceled, renewed or extended, and the terms orcovenants hereof may be waived, only by a written instrument executedby both of the parties hereto, or in the case of a waiver, by the partywaiving compliance. The failure of either party at any time or times torequire performance of any provision hereof shall in no manner affectthe right at a later time to enforce the same. No waiver by eitherparty of the breach of any term or covenant contained in thisAmendment, whether by conduct or otherwise, in any one or moreinstances, shall be deemed to be, or construed as, a further orcontinuing waiver of any such breach, or a waiver of the breach of anyother term or covenant contained in thisAmendment.

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

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

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|   |  | PANAVISIONINC. |
|   |  | By:            |  | /s/Howard Gittis                      |
|   |  |           |  | Name: HowardGittisTitle: ViceChairman |
|   |  |           |  | /s/Robert L. Beitcher                 |
|   |  |           |  | Name: Robert L.Beitcher               |
|        |

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