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



                                                           December 21, 2001



PX Holding Corporation
35 East 62nd Street
New York, New York 10021

Gentlemen:

         M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"),
is delivering this letter to PX Holding Corporation, a Delaware corporation
("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a
Delaware corporation ("Mafco"), in connection with the execution of a
letter agreement, dated as of the date hereof (the "Letter Agreement"), by
and between M & F Worldwide and Mafco. Pursuant to the Letter Agreement, PX
Holding is acquiring from M & F Worldwide 666,667 newly-issued shares of
Series B Non-Cumulative Perpetual Participating Preferred Stock, par value
$.01 per share (the "Series B Preferred Stock").

         M & F Worldwide and PX Holding, intending to be legally bound,
hereby agree that the definition of "Registrable Securities" under the
registration rights agreement, dated as of April 19, 2001 (the
"Registration Rights Agreement"), by and between PX Holding and M & F
Worldwide, is hereby amended and restated as follows:

                  "Registrable Securities" means (a) any shares of Common
         Stock issued in accordance with Section 1.1 of the Purchase
         Agreement, (b) any shares of Preferred Stock issued in accordance
         with Section 1.1 of the Purchase Agreement, (c) any additional
         shares of Common Stock, Preferred Stock or other capital stock of
         the Company which shall be issued to PX Holding, (d) any shares of
         Common Stock, Preferred Stock or other capital stock of the
         Company acquired by PX Holding on the open market at a time when
         such party is deemed to be an "affiliate" (as such term is defined
         under Rule 144 under 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.

         M & F Worldwide's and PX Holding's agreements and undertakings
hereunder are for the sole benefit of PX Holding 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,


                                            M & F WORLDWIDE CORP.


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


ACCEPTED AND AGREED TO:

PX HOLDING CORPORATION


By: /s/ Todd J. Slotkin
   ------------------------------
Name:    Todd J. Slotkin
Title:   Executive Vice President and
         Chief Financial Officer