REGISTRATION RIGHTS AGREEMENT

                                                                  Exhibit 10.1

                                                                  ------------

                             M & F WORLDWIDE CORP.

                                                      June 6, 2005

Mafco Consolidated Group Inc.

35 East 62nd Street

New York, NY 10021

Ladies and Gentlemen:

         Reference is made to the Registration Rights Agreement, dated as of

June 15, 1995, between M & F Worldwide Corp. (formerly known as Power Control

Technologies Inc.) ("M & F Worldwide") and Mafco Consolidated Group Inc.

("MCG") (as amended by the letter agreements dated June 26, 1995, February 5,

1996, July 30, 1997, April 28, 1998 and November 3, 1998 between M & F

Worldwide and MCG, the "Registration Rights Agreement"). The Registration

Rights Agreement is hereby further amended to clarify the intentions of the

parties with respect to their rights thereunder. Capitalized terms used but not

otherwise defined herein shall have the meanings set forth in the Registration

Rights Agreement

1.        Any and all shares of M & F Worldwide common stock owned by MCG or its

         affiliates shall constitute Registrable Share