TAX SHARING AGREEMENT

                                                                   
EXHIBIT 10.21

                   
AMENDED AND RESTATED TAX SHARING AGREEMENT

      
THIS AMENDED AND RESTATED TAX SHARING AGREEMENT (the "Agreement")
entered

into as of March 30, 2006, by and among MACANDREWS & FORBES
HOLDINGS INC., a

Delaware corporation ("Parent"), PANAVISION INC., a Delaware
corporation

("Panavision"), the Subsidiaries (as hereinafter defined) of
Panavision that are

signatories hereto and any entities that become parties hereto
pursuant to

Paragraph 19 hereof. Parent and its Subsidiaries are hereinafter
sometimes

referred to as the "Parent Group," and Panavision and its
Subsidiaries are

hereinafter sometimes referred to as the "Panavision Group."

      
WHEREAS, Panavision is an indirect Subsidiary of Parent;

      
WHEREAS, Parent, Panavision, and Subsidiaries of Panavision entered
into a

Tax Sharing Agreement dated February 1, 1999 (the "Prior
Agreement");

      
WHEREAS, Parent and the Panavision Group desire, to the extent
permitted

by the Internal Revenue Code of 1986, as amended (the "Code"), and
the

regulations promulgated thereunder (the "Treasury Regulations"),
that the

Panavision Group be included in the filing of consolidated federal
income tax

returns on behalf of the Parent Group;

      
WHEREAS, Parent and the Panavision Group desire that the Panavision
Group

participate, to the extent permitted by applicable state, local or
foreign law,

in combined state, local or foreign income tax returns (which shall
be deemed

for all purposes of this Agreement to include any consolidated
state, local or

foreign tax return) if so requested by Parent or any Subsidiary of
Parent (other

than Panavision or any Subsidiary of Panavision);

      
WHEREAS, Parent and the Panavision Group wish to allocate and
settle among

themselves in an equitable manner the consolidated federal and
combined state,

local or foreign income tax liability of the Panavision Group for
Taxable

Periods governed by this Agreement; and

      
WHEREAS, the Panavision Group desires to be indemnified by Parent
with

respect to certain tax liabilities, and Parent is willing to so
indemnify the

Panavision Group.

      
NOW, THEREFORE, in consideration of the mutual covenants contained
herein,

the parties agree as follows:

      
1.
    
Definitions.

      
For purposes of this Agreement, the following terms shall be
defined as

follows:

      
(a)
   
"Taxable Period" shall mean any taxable year or portion thereof

ending

after the effective date of the Prior Agreement hereof during which
Panavision

is a Subsidiary of Parent, and with respect to which a consolidated
federal

income tax return that includes Panavision is properly filed on
behalf of the

Parent Group or (in the case of any combined state, local or
foreign return) any

such taxable year or portion thereof with respect to which a
combined state,

local or foreign income tax return is filed by Parent or any
Subsidiary of

Parent (other than Panavision or any subsidiary of Panavision) that
includes

Panavision or any subsidiary of Panavision.

      
(b)
   
"Panavision Group's Federal Taxable Income" for a Taxable Period

shall mean the federal taxable income (including, for all purposes
of this

Agreement, alternative minimum taxable income) for such Taxable
Period that the

Panavision Group would have reported if it had not been included in
the

consolidated federal income tax return filed for the Parent Group
with respect

to such Taxable Period but instead had filed its own consolidated
return for

such Taxable Period; provided, however, that in computing such
taxable income,

the Panavision Group shall not take into account any amounts paid
or payable by

Panavision to Parent under Paragraphs 2 or 5 hereof with respect to
federal

taxes or by Parent to Panavision under Paragraphs 2, 5 or 7 hereof
with respect

to federal taxes. In computing such taxable income, the Panavision
Group shall

be entitled to take into account deductions and credits
attributable to the

carryover or carryback of any losses or credits of Panavision or
any Subsidiary

of Panavision, but only after taking into account any limitations
on the use of

such losses and credits imposed pursuant to Sections 55, 172, 382,
383, 384, 904

or 1212 of the Code or by Treasury Regulations Sections 1.1502-4,
1.1502-15,

1.1502-20, 1.1502-21, 1.1502-22, 1.1502-91, 1.1502-92, 1.1502-93 or
1.1502-94.

      
(c)
   
"Panavision Group's Federal Tax" for a Taxable Period shall mean
the

federal income tax liability or, if applicable, the federal
alternative minimum

tax liability for such Taxable Period that the Panavision Group
would have

incurred if it had not been included in the consolidated federal
income tax

return filed for the Parent Group with respect to such Taxable
Period, but had

instead filed its own consolidated return for such Taxable Period;
provided that

in computing such tax liability for any Taxable Period, the
Panavision Group

shall not take into account any amounts paid or payable by
Panavision to Parent

under Paragraphs 2 or 5 hereof with respect to federal taxes or by
Parent to

Panavision under Paragraphs 2, 5 or 7 hereof with respect to
federal taxes. In

computing such tax liability, the Panavision Group shall be
entitled to take

into account deductions and credits attributable to the carryover
or carryback

of any losses or credits of Panavision or any Subsidiary of
Panavision, but only

after taking into account any limitations on the use of such losses
and credits

imposed pursuant to Sections 55, 172, 382, 383, 384, 904 or 1212 of
the Code or

by Treasury Regulations Sections 1.1502-4, 1.1502-15, 1.1502-20,
1.1502-21,

1.1502-22, 1.1502-91, 1.1502-92, 1.1502-93 or 1.1502-94. If the
computation of

the Panavision Group's Federal Tax does not result in a positive
number, the

Panavision Group's Federal Tax shall be deemed to be zero.

      
(d)
   
"Panavision Group's State and Local Taxable Income" shall mean the

state and local taxable income, computed in a manner consistent
with the

computation of the Panavision Group's Federal Taxable Income, as
defined above,

that Panavision

                                        
2

and/or any of its Subsidiaries would have reported with respect to
each state or

local taxing jurisdiction for any Taxable Period for which
Panavision and/or any

Subsidiary of Panavision participates, with Parent or any
Subsidiary of Parent

(other than Panavision or any Subsidiary of Panavision), in the
filing of a

combined state or local income tax return with such jurisdiction if
Panavision

and/or any Subsidiary of Panavision had filed with each such
jurisdiction a

separate return (in a case where only one member of the Panavision
Group joins

in the filing of such combined return) or a combined return
including only those

members of the Panavision Group actually joining in such combined
return (in a

case where more than one member of the Panavision Group joins in
the filing of

such combined return).

      
(e)
   
"Panavision Group's State and Local Tax" shall mean (i) the

aggregate state and local income tax, computed in a manner
consistent with the

computation of the Panavision Group's Federal Tax, as defined
above, that

Panavision and/or any of its Subsidiaries would have incurred with
respect to

each relevant state and local taxing jurisdiction for any Taxable
Period for

which Panavision and/or any Subsidiary of Panavision participates
with Parent or

any Subsidiary of Parent (other than Panavision or any Subsidiary
of Panavision)

in the filing of a combined state or local income tax return with
such

jurisdiction if Panavision and/or any Subsidiary of Panavision had
filed with

such jurisdiction a separate return (in a case where only one
member of the

Panavision Group joins in the filing of such combined return) or a
combined

return including only those members of the Panavision Group
actually joining in

such combined return (in a case where more than one member of the
Panavision

Group joins in the filing of such combined return), and (ii)
without

duplication, any state or local tax (whether or not based on
income) of the

Panavision Group that Panavision and/or any of its Subsidiaries
would have

incurred with respect to each relevant state and local taxing
jurisdiction for

any Taxable Period for which Panavision and/or any Subsidiary of
Panavision

participates with Parent or any Subsidiary of Parent (other than
Panavision or

any Subsidiary of Panavision) in the filing of a combined state or
local tax

return with such jurisdiction if Panavision and/or any Subsidiary
of Panavision

had filed with such jurisdiction a separate return (in a case where
only one

member of the Panavision Group joins in the filing of such combined
return) or a

combined return including only those members of the Panavision
Group actually

joining in such combined return (in a case where more than one
member of the

Panavision Group joins in the filing of such combined return).

      
(f)
   
"Panavision Group's Foreign Taxable Income" shall mean the foreign

taxable income, computed in a manner consistent with the
computation of the

Panavision Group's Federal Taxable Income, as defined above, that
any of

Panavision's foreign Subsidiaries would have reported with respect
to each

foreign taxing jurisdiction for any Taxable Period for which any
foreign

Subsidiary of Panavision participates, with any foreign Subsidiary
of Parent

(other than Panavision or any Subsidiary of Panavision), in the
filing of a

combined foreign income tax return with such jurisdiction if any
such foreign

Subsidiary of Panavision had filed with each such jurisdiction a
separate return

(in a case where only one foreign member of the Panavision Group
joins in the

filing of such combined return) or a combined return including only
those

foreign members of the

                                        
3

Panavision Group actually joining in such combined return (in a
case where more

than one foreign member of the Panavision Group joins in the filing
of such

combined return). Notwithstanding the foregoing, if and to the
extent any

foreign Subsidiary of Panavision is compensated for the use of its
tax

attributes by any Subsidiary of Parent that is not a member of the
Panavision

Group, thereafter, such tax attributes shall not be taken into
account for

purposes of calculating the Panavision Group's Foreign Taxable
Income.

      
(g)
   
"Panavision Group's Foreign Tax" shall mean (i) the aggregate

foreign income tax, computed in a manner consistent with the
computation of the

Panavision Group's Federal Tax, as defined above, that any of
Panavision's

foreign Subsidiaries would have incurred with respect to each
relevant foreign

taxing jurisdiction for any Taxable Period for which any foreign
Subsidiary of

Panavision participates with any foreign Subsidiary of Parent
(other than

Panavision or any Subsidiary of Panavision) in the filing of a
combined foreign

income tax return with such jurisdiction if any such foreign
Subsidiary of

Panavision had filed with such jurisdiction a separate return (in a
case where

only one foreign member of the Panavision Group joins in the filing
of such

combined return) or a combined return including only those foreign
members of

the Panavision Group actually joining in such combined return (in a
case where

more than one foreign member of the Panavision Group joins in the
filing of such

combined return), and (ii) without duplication, any foreign tax
(whether or not

based on income) of the Panavision Group that any of Panavision's
foreign

Subsidiaries would have incurred with respect to each relevant
foreign taxing

jurisdiction for any Taxable Period for which any foreign
Subsidiary of

Panavision participates with any foreign Subsidiary of Parent
(other than

Panavision or any Subsidiary of Panavision) in the filing of a
combined foreign

tax return with such jurisdiction if any such foreign Subsidiary of
Panavision

had filed with such jurisdiction a separate return (in a case where
only one

foreign member of the Panavision Group joins in the filing of such
combined

return) or a combined return including only those foreign members
of the

Panavision Group actually joining in such combined return (in a
case where more

than one foreign member of the Panavision Group joins in the filing
of such

combined return). Notwithstanding the foregoing, if and to the
extent any

foreign Subsidiary of Panavision is compensated for the use of its
tax

attributes by any Subsidiary of Parent that is not a member of the
Panavision

Group, thereafter, such tax attributes shall not be taken into
account for

purposes of calculating the Panavision Group's Foreign Tax.

      
(h)
   
"Estimated Tax Payments" shall mean, for any Taxable Period, the

aggregate payments by Panavision to Parent for such Taxable Period
provided in

Paragraph 3.

      
(i)
   
"Final Determination" shall mean a closing agreement with the

Internal Revenue Service or the relevant state, local or foreign
taxing

authorities, an agreement contained on Internal Revenue Service
Form 870-AD or

other comparable form, an agreement that constitutes a
determination under

Section 1313(a)(4) of the Code, a claim for refund which has been
allowed, a

deficiency notice with respect to which the period for filing a
petition with

the Tax Court or the relevant state, local or foreign tribunal has
expired or a

decision of any court of competent jurisdiction that is not subject
to appeal or

                                        
4

as to which the time for appeal has expired.

      
(j)
   
"Subsidiary" as to any entity (the parent corporation) shall mean a

corporation that would be an includible corporation that is a
member of an

affiliated group of corporations of which the parent corporation
would be the

common parent, all within the meaning attributable to such terms in
Section 1504

of the Code and Treasury Regulations thereunder but, in the case of
any foreign

corporation, for purposes of any foreign tax, without regard to
Section

1504(b)(3).

      
2.
    
Payments between Panavision and Parent.

      
(a)
   
Panavision shall pay to Parent, for each Taxable Period, an amount

equal to the excess, if any, of the Panavision Group's Federal Tax
for such

Taxable Period over the aggregate amount of the Estimated Tax
Payments actually

made by Panavision to Parent with respect to federal income taxes
for such

Taxable Period. If the aggregate amount of the Estimated Tax
Payments actually

made to Parent with respect to federal income taxes for such
Taxable Period

exceeds the Panavision Group's Federal Tax for such Taxable Period,
Parent shall

pay to Panavision an amount equal to such excess.

      
(b)
   
For each Taxable Period with respect to which Panavision or any

Subsidiary of Panavision participates in the filing of any combined
state or

local income tax return with Parent or any Subsidiary of Parent
(other than

Panavision or any Subsidiary of Panavision), Panavision shall pay
to Parent an

amount equal to the excess, if any, of the Panavision Group's State
and Local

Tax for such Taxable Period over the aggregate amount of the
Estimated Tax

Payments actually made by Panavision to Parent with respect to such
state or

local income tax for such Taxable Period. If the aggregate amount
of the

Estimated Tax Payments actually made to Parent with respect to such
state and

local income tax for such Taxable Period exceeds the Panavision
Group's State

and Local Tax for such Taxable Period, Parent shall pay to
Panavision an amount

equal to such excess.

      
(c)
   
For each Taxable Period with respect to which any foreign
Subsidiary

of Panavision participates in the filing of any foreign income tax
return with a

foreign Subsidiary of Parent (other than Panavision or any
Subsidiary of

Panavision), the relevant foreign Subsidiary of Panavision shall
pay to Parent

(or any foreign Subsidiary of Parent) an amount equal to the
excess, if any, of

the Panavision Group's Foreign Tax for such Taxable Period over the
aggregate

amount of the Estimated Tax Payments actually made by such foreign
Subsidiary of

Panavision with respect to such foreign income tax for such Taxable
Period. If

the aggregate amount of the Estimated Tax Payments actually made to
Parent (or

any foreign Subsidiary of Parent) with respect to such foreign
income tax for

such Taxable Period exceeds the Panavision Group's Foreign Tax for
such Taxable

Period, Parent (or any foreign Subsidiary of Parent) shall pay to
the relevant

foreign Subsidiary of Panavision an amount equal to such excess.

      
3.
    
Estimated Tax Payments.

                                        
5

      
(a)
   
Panavision shall pay to Parent, for each Taxable Period, no later

than the tenth day of each of the fourth, sixth, ninth and twelfth
months of

such Taxable Period, the amount of estimated federal income taxes
that the

Panavision Group would have been requited to pay on or before the
fifteenth day

of each such month if Panavision were filing a consolidated federal
income tax

return for such Taxable Period for an affiliated group of
corporations of which

Panavision was the common parent and that consisted only of the
members of the

Panavision Group. Such estimated federal income tax liability shall
be

determined consistent with the calculation of the Panavision
Group's Federal Tax

and shall reflect the estimated taxable income of the Panavision
Group projected

for three, six, nine and twelve months, respectively.

      
(b)
   
For every Taxable Period with respect to which Panavision and/or
any

Subsidiary of Panavision participates in the filing of a combined
state or local

income tax return or other tax return with Parent or any Subsidiary
of Parent

(other than Panavision or any Subsidiary of Parent), Panavision
shall pay to

Parent, no later than the fifth day prior to the date an estimated
state or

local payment is due, the amount of estimated taxes that Panavision
and/or any

such Subsidiary of Panavision would have been required to pay if
Panavision

and/or any such Subs