<PAGE>

                                 EXHIBIT 10.1
                                 ------------

                      IN THE UNITED STATES DISTRICT COURT
                          FOR THE DISTRICT OF DELAWARE


- - - - - - - - - - - - - - - - X
In re

MARVEL ENTERTAINMENT GROUP, INC.,
et al.,

                                                          Case No. 97-638 (RRM)

           Debtors.

- - - - - - - - - - - - - - - - X 
TOY BIZ, INC., et al.,

           Plaintiffs,

   -against-                                              Case No. 97-648 (RRM)

MARVEL CHARACTERS, INC., et al.,

           Defendants.

- - - - - - - - - - - - - - - - X
MARVEL ENTERTAINMENT GROUP, INC., et al.,

           Plaintiffs,

   -against-                                              Case No. 97-586 (RRM)

RONALD O. PERELMAN, et al.,

           Defendants.

- - - - - - - - - - - - - - - - X

                    STIPULATION AND AGREEMENT OF SETTLEMENT
                    ----------------------------------------

                  This Stipulation and Agreement (the "Stipulation") is dated

this 11th day of May, 1998 by and among Toy Biz, Inc. ("Toy Biz"), Isaac

Perlmutter, Isaac Perlmutter T.A., Zib Inc., Avi Arad, Joseph M. Ahearn, James

S. Carluccio, Alan Fine, James F. Halpin, Morton E. Handel, Alfred A.

Piergallini, Donald E. Rosenblum, Paul R. Verkuil, Mark Dickstein, Dickstein &

Co. L.P., Dickstein Focus Fund, L.P., Dickstein International 

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Limited, Dickstein Partners L.P., Dickstein Partners Inc., John J. Gibbons (the

"Trustee") solely in his capacity as chapter 11 trustee for Marvel

Entertainment Group, Inc. ("Entertainment"), The Asher Candy Company, Fleer

Corp., Frank H. Fleer Corp., Heroes World Distribution, Inc., Malibu Comics

Entertainment, Inc., Marvel Characters, Inc. ("Characters"), Marvel Direct

Marketing Inc., and Skybox International, Inc. (each, a "Debtor", collectively,

the "Debtors"), The Chase Manhattan Bank ("Chase") individually and on behalf

of those holders of Senior Secured Claims(1) which authorize Chase to sign this

Stipulation on their behalf pursuant to the Master Agreement Amendment (as

hereinafter defined), Chase as a DIP Lender (as hereinafter defined), CIBC.

Inc. as a DIP Lender, Goldman Sachs Credit Partners L.P. as a DIP Lender,

Lehman Commercial Paper Inc. as a DIP Lender, The Long Term Credit Bank of

Japan, Ltd., Los Angeles Agency as a DIP Lender and The Sumitomo Bank, Limited

as a DIP Lender.

                                  THE PARTIES
                                  -----------

                  A. On December 27, 1996, each of the Debtors commenced a case

under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code")

in the United States Bankruptcy Court for the District of Delaware (the

"Bankruptcy Court"). On November 17, 1997, the United States District Court for

the District of Delaware (the "District Court") withdrew the reference to the

Bankruptcy Court. By order dated December 22, 1997, the


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

(1) Capitalized terms used herein and not otherwise defined shall have the 
    meanings ascribed to those terms in the Third Amended Joint Plan of 
    Reorganization proposed by Secured Lenders and Toy Biz, Inc. (the "Third 
    Amended Plan") annexed hereto as Exhibit "A".

                                      -2-


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Trustee was appointed pursuant to section 1104(c) of the Bankruptcy Code to

serve as chapter 11 trustee for each of the Debtors.

                  B. Chase is the agent for the prepetition secured lenders

(the holders of "Senior Secured Claims") to the Debtors who, as of the date

hereof, are owed in excess of $600,000,000 in principal amount secured by liens

on substantially all of the Debtors' assets. Chase is initially entering into

this Stipulation solely for itself and not as agent, and makes no

representations or assurances as to whether the consent of any other Secured

Lender will be obtained.

                  C. Pursuant to a Revolving Credit and Guaranty Agreement

dated December 27, 1996, approved by the "Final Order Authorizing Debtors to

obtain Postpetition Financing Pursuant to 11 U.S.C. ss.ss. 364(c)(1),

364(c)(2), 364(c)(3) and 364(d)(1), and to Utilize Cash Collateral Pursuant to

11 U.S.C. ss. 363 and Granting Adequate Protection to Prepetition Secured

Parties" entered by the Bankruptcy Court on January 24, 1997, as amended,

certain of the holders of Senior Secured Claims (the "DIP Lenders") made

post-petition loans to the Debtors. Such post-petition loans have been in

default since June 30, 1997. As of the date hereof, the current principal

balance owed to the DIP Lenders is approximately $91,199,256.

                  D. Toy Biz is a Delaware corporation whose common stock is

traded on the New York Stock Exchange. Approximately 26.7% of Toy Biz's issued

and outstanding common stock is held by Characters. Toy Biz has asserted that

pursuant to a stockholders agreement dated March 2, 1995 (the "Stockholders

Agreement"), 7,394,000 shares of Class B Stock of Toy Biz (the "Class B Stock")

held by Characters were to convert, and in fact were so converted on June 20,

1997, to Class A Stock of Toy Biz upon a change in control of Entertainment.


                                      -3-

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                  E. Chase, certain other holders of Senior Secured Claims, the

DIP Lenders, Mark Dickstein, Dickstein Co. L.P., Dickstein Focus Fund, L.P.,

Dickstein International Limited, Dickstein Partners L.P., Dickstein Partners

Inc., Toy Biz, Isaac Perlmutter, Isaac Perlmutter T.A., Zib Inc., Avi Arad and

each of Toy Biz's directors are the subject of various claims asserted in civil

actions purportedly brought by, on behalf of and against the Debtors, as

further described below. The parties hereto each desire to settle those claims

and in consideration for the Trustee's release of such claims, Toy Biz and the

holders of Senior Secured Claims (including, without limitation, the Dickstein

Defendants (as hereinafter defined)) executing the Master Agreement Amendment

(the "Lender Signatories") have agreed to amend the Second Amended Plan (as

hereinafter defined), among other things, to increase the distribution to

holders of Class Securities Litigation Claims in Class 5 and the holders of

Equity Interests in Class 6A as classified in the Third Amended Plan (such

holders of Class Securities Litigation Claims in Class 5 and Equity Interests

in Class 6A are hereinafter referred to collectively as "Equity Holders").

                  F. After conducting an investigation into the facts and legal

issues regarding the claims against Chase, certain other holders of Senior

Secured Claims, the DIP Lenders, the Toy Biz Defendants (as hereinafter

defined), and the Dickstein Defendants (as hereinafter defined) and an analysis

of the consideration being offered by Toy Biz, the holders of Senior Secured

Claims (including certain of the Dickstein Defendants), and the DIP Lenders,

the Trustee believes that the settlement contemplated hereunder is fair and

reasonable and should be approved by the Court.


                                      -4-

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                                   Background
                                   ----------

                  G. Commencing in January 1997, certain of the holders of

Senior Secured Claims, together with the Debtors (then controlled by the

Perelman Defendants (as defined below)), engaged in a protracted battle to

prevent a takeover of control of the Debtors by the holders of notes (the

"Noteholders") issued by holding companies which controlled the Debtors, which

notes were secured by, among other things, a pledge of approximately 80% of the

stock of Entertainment. That effort ultimately failed and, on June 20, 1997,

the existing board of directors of Entertainment was ousted and replaced by one

elected by the Noteholders, led by Messrs. Carl C. Icahn ("Icahn") and Vincent

Intrieri ("Intrieri"), who became Chairman and Vice-Chairman of the Board,

respectively (the "New Board").

                  H. Two settlement agreements in principle were negotiated

with the New Board but ultimately failed. The first, dated July 9, 1997,

contemplated a purchase of a percentage of the Senior Secured Claims at a

substantial discount by entities under the control of Icahn and Intrieri (the

"Icahn Interests") and a merger of the Debtors and Toy Biz. The second, dated

September 16, 1997 (the "September 16 Settlement"), contemplated a purchase of

a percentage of the Senior Secured Claims by the Icahn Interests at a more

substantial discount, and no agreement with Toy Biz. On October 7, 1997 the

Icahn Interests were notified formally that the requisite majority of the

holders of Senior Secured Claims had not agreed to support the September 16

Settlement.

                  I. On October 30, 1997, the New Board caused the filing of a
complaint (the "District Court Complaint") in the District Court, without leave
of the Bankruptcy Court 


                                      -5-

<PAGE>



and without obtaining approval for the retention of the attorneys who filed the

complaint. The District Court Complaint asserted claims against Chase, certain

holders of Senior Secured Claims and the DIP Lenders (collectively, the "Lender

Defendants"); the Governance Plaintiffs (as hereinafter defined) and the

directors of Toy Biz (collectively, the "Toy Biz Defendants"); Mark Dickstein,

Dickstein & Co. L.P., Dickstein Focus Fund, L.P., Dickstein International

Limited, Dickstein Partners L.P., and Dickstein Partners Inc. (the "Dickstein

Defendants"); and Ronald O. Perelman, Donald G. Drapkin, Kenneth Ziffren,

William L. Bevins, Mafco Holdings, Inc., MacAndrews & Forbes Holdings, Inc.,

and Andrews Group, Inc. (collectively, the "Perelman Defendants").

                  J. On November 21, 1997, the Proponents filed a chapter 11

plan (the "Plan") for the Debtors which resolves the Debtors' chapter 11 cases

in the context of a combination of Toy Biz and the Debtors. The terms and

conditions under which the Proponents agreed to propose the Plan (and all

amendments thereto) are governed by a certain Master Agreement (as amended from

time to time, the "Master Agreement") dated as of November 19, 1997 by and

between Toy Biz and the Secured Lenders. The Plan was amended on February 12,

1998 and again on March 12, 1998 to reflect an agreement with the Official

Committee of Unsecured Creditors for the Debtors (the "Creditors Committee").

As so amended, the Plan is hereinafter referred to as the "Second Amended

Plan". By orders dated March 3 and 17, 1998, the District Court approved a

disclosure statement for the Second Amended Plan. A hearing to consider

confirmation of the Second Amended Plan was scheduled for May 4 and 5, 1998.


                                      -6-

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                    The Claims Against the Lender Defendants
                    ----------------------------------------

                  K. In the District Court Complaint, the plaintiffs therein

purported to assert six claims against the Lender Defendants. In essence, those

claims challenge (i) the grant of security interests to the Secured Lenders in

March of 1996 on theories of preference, fraudulent conveyance and aiding and

abetting breach of fiduciary duty by the Perelman Defendants; (ii) the entry

into the DIP Facility on theories of equitable subordination and aiding and

abetting breach of fiduciary duty by the Perelman Defendants; and (iii) the

failure of the September 16 Settlement on theories of breach of contract and

equitable subordination.

                  L. The Lender Signatories and the DIP Lenders believe that

these claims are entirely without merit, both factually and legally. The Lender

Signatories and the DIP Lenders deny any liability for these claims and are

willing to enter into this settlement solely to avoid the additional expense

and delay in the Debtors' emergence from chapter 11 that further litigation

would entail.

                  The Claims Against the Dickstein Defendants
                  -------------------------------------------

                  M. The District Court Complaint purported to assert two

claims against the Dickstein Defendants. In essence, these claims assert that

the Dickstein Defendants (i) were insiders and acquired their claims against

the Debtors in violation of the Bankruptcy Code and the securities laws and

(ii) tortiously induced Chase to breach the September 16 Settlement.

                  N. The Dickstein Defendants believe that these claims are

entirely without merit. The Dickstein Defendants believe that there is no

factual basis for these claims and indeed no legal theory for these claims that

would survive a motion to dismiss, but are


                                      -7-

<PAGE>



nevertheless willing to enter into this Stipulation solely to avoid the

additional expense and delay in the Debtors' emergence from chapter 11 that

further litigation would entail.

                    The Toy Biz Corporate Governance Dispute
                    ----------------------------------------

                  O. On June 23, 1997, Toy Biz, Zib Inc. ("Zib"), Isaac

Perlmutter T.A. (the "Perlmutter Trust"), Isaac Perlmutter ("Perlmutter") and

Avi Arad ("Arad") (collectively, the "Governance Plaintiffs") commenced an

adversary proceeding (the "Governance Litigation") in the Bankruptcy Court by

filing a complaint seeking, inter alia, a declaration that the 7,394,000 shares

of Class B Stock held by Characters had converted to an equal number of shares

of Class A Stock by virtue of the change in control of Entertainment when the

Icahn Interests took control of Entertainment's board of directors and the

express change of control provision contained in section 3.2 of the

Stockholders Agreement and that the incumbent Toy Biz board of directors had

been duly elected.

                  P. In the District Court Complaint, the Debtors purported to

assert various claims against various of the Toy Biz Defendants. In their

sixteenth cause of action in the District Court Complaint, the Debtors seek a

declaration that the nominees as directors of Toy Biz proposed by Characters

were the duly elected members of the Toy Biz board of directors. The

seventeenth cause of action in the District Court Complaint seeks an injunction

against Toy Biz on the ground that Toy Biz and its principal stockholders

violated the automatic stay afforded by section 362(a) of the Bankruptcy Code

by refusing to defer to and acknowledge the authority of Characters' nominees

to the Toy Biz board of directors.


                                      -8-

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                  Q. On December 8, 1997, the Governance Plaintiffs filed a

motion for summary judgment (the "Summary Judgment Motion") in the Governance

Litigation. The Summary Judgment Motion included a motion to dismiss the

sixteenth and seventeenth causes of action in the District Court Complaint. The

Summary Judgment Motion was opposed by the (1) the Trustee, (2) the Official

Committee of Equity Security Holders (the "Equity Committee") for the Debtors

and the Creditors Committee acting jointly, and (3) High River Limited

Partnership and Westgate International, L.P. (the "Icahn Group"). On March 30,

1998, the District Court entered a memorandum decision and order (the

"Governance Litigation Judgment") granting the Governance Plaintiffs summary

judgment.

                  R. Notices of Appeal from the Governance Litigation Judgement

were filed with the United States Court of Appeals for the Third Circuit (the

"Third Circuit") by the Trustee, the Equity Committee and the Icahn Group. In

connection therewith, the Equity Committee filed a motion with the Third

Circuit seeking expedited consideration of the appeals in which the Trustee and

the Icahn Group joined. On April 13, 1988, the Third Circuit entered an order

(the "Stay Order") granting the Equity Committee's motion to expedite its

appeal from the Governance Litigation Judgment and sua sponte stayed the

Governance Litigation Judgment and any hearing on confirmation of the Second

Amended Plan pending resolution of the appeal. On April 16, 1998, Toy Biz made

a motion, joined in by the Secured Lenders and the Creditors Committee,

requesting that the Third Circuit vacate the Stay Order which motion was denied

on April 23, 1998.

                                      -9-

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                             Fairness of Settlement
                             ----------------------
 
                  S. The Trustee has conducted an investigation into the claims

asserted against the Lender Defendants, the Toy Biz Defendants and the

Dickstein Defendants. The Trustee believes that, regardless of the outcome of

the appeal of the Governance Litigation Judgment in the Third Circuit, the

settlement contemplated hereby is a fair and reasonable settlement of all

disputes between the Debtors, the Lender Defendants, the Toy Biz Defendants,

and the Dickstein Defendants, and the parties hereto intend to be bound hereby

regardless of the ruling of the Third Circuit (subject only to the conditions

set forth in paragraph 5 below).

                     Claims Against the Perelman Defendants
                     --------------------------------------

                  T. The remainder of the Claims asserted in the District Court

Complaint are against the Perelman Defendants. The Claims against the Perelman

Defendants are not being released by this Stipulation and are included in the

Litigation Trust described below.

                  WHEREFORE, the undersigned parties stipulate and agree as

follows:

                  1. Consideration Provided by Toy Biz and the Secured

Lenders. Upon this Stipulation being "so ordered" by the District Court, Toy

Biz and the Secured Lenders (including certain Dickstein Defendants) shall file

a Third Amended Plan with the District Court in the form attached hereto as

Exhibit A, subject only to non-substantive changes. The Third Amended Plan

shall modify the Second Amended Plan to provide for, among other things, the

following:

         a. Warrants. In lieu of the Stockholder Warrants provided for in the

Second Amended Plan, Equity Holders shall receive (i) four million (4,000,000)

(subject to increase or

                                     -10-

<PAGE>


decrease for rounding as set forth in Section 1.b below) transferable warrants

("Stockholder Series A Warrants") issued under a warrant agreement in the form

attached hereto as Exhibit B, subject only to non-substantive changes, and in

accordance with the term sheet annexed hereto as Exhibit B1, (ii) three million

(3,000,000) (subject to increase or decrease for rounding as set forth in

Section 1.b below) transferable warrants ("Stockholder Series B Warrants")

issued under a warrant agreement in the form attached hereto as Exhibit C,

subject only to non-substantive changes, and in accordance with the term sheet

annexed hereto as Exhibit C1, and (iii) five million (5,000,000)) (subject to

increase or decrease for rounding as set forth in Section 1.b below)

transferable warrants issued under a warrant agreement in the form attached

hereto as Exhibit D, subject only to non-substantive changes, and in accordance

with the term sheet annexed hereto as Exhibit D1 ("Stockholder Series C

Warrants" and, collectively with the Stockholder Series A Warrants and the

Stockholder Series B Warrants, the "Warrants"). The proposed form of order

confirming the Third Amended Plan (the "Confirmation Order") shall determine

that the distribution of the Warrants, the Newco Common Stock issuable on

exercise of the Stockholder Series A Warrants and the Stockholder Series C

Warrants, the Convertible Preferred Stock issuable on exercise of the

Stockholder Series B Warrants and the Newco Common Stock issuable on exercise

of that Convertible Preferred Stock are exempt from the registration

requirements of the Securities Act of 1933, as amended (the "Securities Act"),

and state blue sky laws pursuant to the exemption afforded by Section 1145 of

the Bankruptcy Code. The Third Amended Plan will provide, that if the

Confirmation Order does not provide for that exemption for those issuances, Toy

Biz will 



                                     -11-

<PAGE>


either obtain a no action letter from the Securities and Exchange

Commission that those issuances are exempt from the registration requirements

of the Securities Act pursuant to the exemption afforded by Section 1145 of the

Bankruptcy Code or it will register those issuances under the Securities Act

promptly after the Confirmation Date. Newco shall use reasonable best efforts

to cause the Convertible Preferred Stock and Stockholder Series C Warrants to

be listed on the New York Stock Exchange or the American Stock Exchange at the

time of, or as promptly as reasonably practicable after, the Consummation Date.

The Trustee and the Proponents, acting reasonably, shall agree upon the form of

Warrant Liquidation Agency Agreement not later than five (5) days prior to the

commencement of the Confirmation Hearing. Newco shall remain subject to the

reporting requirements of Section 13 of the Securities Exchange Act of 1934, as

amended, and shall file all reports required to be filed thereunder with the

Securities and Exchange Commission until Rule 144(k) under the Securities Act

becomes applicable to resales of the Stockholder Series C Warrants, shares of

Common Stock and Convertible Preferred Stock issued on exercise of Warrants and

shares of Common Stock issuable on exercise of those shares the Convertible

Preferred Stock, other than resales for the account of persons who are at the

time of such resale, or have been within the three months preceding such

resale, affiliates of Newco.

         b. Fractional Distributions.
            -------------------------

                  Warrants to acquire fractional shares of Convertible

Preferred Stock or Newco Common Stock (a "Fractional Warrant") shall not be

distributed pursuant to the Third Amended Plan. Instead, distributions to any

class of Claims or Interests, holders of Allowed 


                                     -12-

<PAGE>


Claims or Allowed Interests otherwise entitled, as of the applicable record

date, to receive a Fractional Warrant shall receive a Warrant to acquire a

whole share of Convertible Preferred Stock or Newco Common Stock if the holder

was to receive a Fractional Warrant to acquire 0.5 or more shares of

Convertible Preferred Stock or Newco Common Stock or no Warrant if the holder

was to receive a Fractional Warrant to acquire a share of Convertible Preferred

Stock or Newco Common Stock of less than 0.5.

         c. Certificate of Incorporation. The Certificate of Incorporation and

Bylaws of Newco shall be in the form of Exhibit E hereto.

         d. Litigation Trust. The definition of Beneficiaries contained in the

Second Amended Plan shall be modified to include the Equity Holders, which

shall receive seventy percent (70%) of all Net Litigation Proceeds derived from

claims against the Perelman Defendants asserted by the Debtors in the District

Court Complaint, but the Equity Holders shall have no right to or interest in

any other Litigation Claims (including causes of action pursuant to Sections

510, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code), and the

Litigation Trust Agreement annexed to the Third Amended Plan shall be in the

form of Exhibit F hereto, subject only to non-substantive changes.

         e. Release of Debtors' Estates and Trustee. Effective upon the

Consummation Date of the Third Amended Plan, each of the Defendant Parties (as

hereinafter defined) for each of their heirs, executors, administrators,

successors and assigns and for any Entity acting on behalf of, or claiming

through any of them and each of them, for good and valuable consideration,

receipt of which is hereby acknowledged, shall be deemed to have fully, finally

                                     -13-

<PAGE>

and forever released and discharged the Trustee and each of his respective past

and present (through and including the Consummation Date) servants, agents,

attorneys, employees, representatives, successors, assigns, heirs, parents,

subsidiaries, Affiliates and any Entity acting for or on behalf of any of them

and the Debtors and their present (through and including the Consummation Date)

officers and employees (collectively, the "Trustee Parties") of and from any

and all claims, which any of the Defendant Parties ever had or may have had,

now have, or hereafter can, shall or may have against any of the Trustee

Parties for, upon or by reason of any act, omission or other matter, cause or

thing whatsoever from the beginning of the world until the date hereof relating

to the Debtors' bankruptcy cases; provided, however, that nothing herein or in

the Third Amended Plan shall be construed as releasing, waiving or otherwise

discharging any of the Trustee Parties from any obligations under this

Stipulation or the Third Amended Plan or any agreement, instrument or other

document to be executed as contemplated or provided in the Third Amended Plan.

                  2. Consideration Provided by the Trustee.
                     --------------------------------------

         a. Approval Order. Not later than two (2) Business Day following the

execution of this Stipulation by all of the parties hereto, the Trustee shall

file a motion (the "9019 Motion") pursuant to Fed. R. Bankr. P. 9019 seeking

approval of the settlement contemplated hereunder by the District Court (the

"Approval Order"). The Approval Order shall be in the form of Exhibit G hereto,

subject only to non-substantive changes.

         b. Vacation of Stay. Two (2) Business Day following the Trustee's

being advised or becoming aware of entry of the Approval Order by the District

Court, the Trustee shall (i)

                                     -14-

<PAGE>



apply to the Third Circuit for an order vacating the Stay Order or any stay

(other than any stay requested by the parties hereto) entered by the Third

Circuit relating to the Governance Litigation, and (ii) request the Third

Circuit to defer consideration of any appeal of the Governance Litigation

Judgment (or any appeal relating to the impact of a change of control of the

Debtors on Section 3.2 of the Stockholders Agreement) pending further

communication from the Trustee.

         c. Support for the Third Amended Plan. Subject to Sections 5 and 6

below, the Trustee shall support the Proponents' efforts to (a) cause the

Confirmation Hearing to commence as soon as possible; (b) cause the entry of

the Confirmation Order in the form submitted to the District Court by the

Proponents (in form and substance reasonably acceptable to the Trustee) as soon

as practicable; and (c) cause the Consummation Date of the Third Amended Plan

to occur as soon as practicable.

         d. District Court Complaint. On the Consummation Date, the Trustee

shall execute and file with the District Court a stipulation of dismissal and

notice thereof in the form annexed hereto as Exhibit H dismissing the District

Court Complaint with prejudice as against the Lender Defendants, the Toy Biz

Defendants and the Dickstein Defendants.

         e. Releases. Effective upon the Consummation Date of the Third

Amended Plan, the Trustee, for each of the Debtors, and for each of the

Debtors' heirs, executors, administrators, successors and assigns, and for any

Entity acting for or on behalf of, or claiming through, any of them and each of

them (collectively, the "Debtor Parties"), for good and valuable consideration,

receipt of which is hereby acknowledged, shall be deemed to have fully, finally

and forever

                                     -15-

<PAGE>

released and discharged each of Toy Biz, Perlmutter, The Perlmutter Trust,

Arad, Zib, Joseph M. Ahearn, James S. Carluccio, Alan Fine, James F. Halpin,

Morton E. Handel, Alfred A. Piergallini, Donald E. Rosenblum, Paul R. Verkuil,

Chase, all Entities which were or are holders of Senior Secured Claims at any

time on or before the Consummation Date, the Entities which were or are DIP

Lenders at any time on or before the Consummation Date, Mark Dickstein,

Dickstein Partners Inc., Dickstein & Co. L.P., Dickstein International Limited,

Dickstein Partners L.P., Dickstein Focus Fund L.P. and each of their respective

past and present (through and including the Consummation Date) officers,

directors, servants, agents, attorneys, employees, representatives,

predecessors, successors, assigns, heirs, parents, subsidiaries, Affiliates and

any Entity acting for or on behalf of any of them (collectively, the "Defendant

Parties"), of and from any and all claims, which any of the Debtor Parties ever

had or may have had, now have, or hereafter can, shall or may have against any

of the Defendant Parties for, upon or by reason of any act, omission or other

matter, cause or thing whatsoever from the beginning of the world until the

date hereof, including, but not limited to, all causes of action, claims or

allegations relating to, arising from or in any manner whatsoever connected

with the claims asserted in the District Court Complaint and/or the Debtors'

bankruptcy cases; provided, however, that nothing herein or in the Third

Amended Plan shall be construed as releasing, waiving or otherwise discharging

claims relating to compliance with the terms of this Stipulation or the 

Third Amended Plan or any agreement, instrument or other document to be

executed as contemplated or provided in the Third Amended Plan. Notwithstanding

the definition of the term the Defendant Parties, nothing in such definition or

elsewhere in this Stipulation or the 
                                     -16-

<PAGE>



Third Amended Plan shall be construed, directly or indirectly, by implication 

or otherwise, to include, incorporate or embrace in said definitions (in any 

capacity), and the releases granted hereby shall not be construed to run for 

the benefit of (in any capacity), any individual who serves or has served as a 

director of Entertainment or any insider, Affiliate, director, employee, 

attorney, investment banker, or agent of any of such directors other than a 

Lender Defendant; provided, however, that all claims asserted against the 

Lender Defendants, the Toy Biz Defendants and the Dickstein Defendants in the 

District Court Complaint will be deemed released effective on the Consummation 

Date.

         f. Covenant Not to Sue. The Trustee acknowledges that Toy Biz, its

officers, employees and directors will take actions in furtherance of the

transactions contemplated by this Stipulation although the matters in dispute

in the Governance Litigation have not been finally resolved. The Trustee agrees

that he will not, and will cause the Debtors not, to pursue any legal action

against any of the Toy Biz Defendants based upon an allegation that any Toy Biz

Defendant was not properly elected to the board of directors of Toy Biz if it

is ultimately determined that the board of directors of Toy Biz which approved

this Stipulation is not the duly authorized board of directors of Toy Biz for

any actions taken by them in furtherance of the transactions contemplated by

this Stipulation but only to the extent such actions are reasonably necessary

to carry out the terms of this Stipulation and the Third Amended Plan. The

provisions of this Section 2.f. shall survive the termination of this

Stipulation with respect to action taken prior to such termination.

                                      -17-


<PAGE>


         g. Appeals. Upon the occurrence of the Consummation Date of the

Third Amended Plan, the Trustee shall (i) request the Third Circuit to enter an

order dismissing with prejudice all appeals from the Governance Litigation; and

(ii) support the Proponents (in a writing or writings filed with the Third

Circuit or the United States Supreme Court) in opposing any appeals of the

Confirmation Order and any stays pending any such appeals.

                  3. Obligations of Toy Biz and the Trustee.

                  The Trustee shall cause Entertainment to, and Toy Biz shall,

promptly file a Notification and Report Form under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended ("HSR Act") with the Federal

Trade Commission (the "FTC") and the Antitrust Division of the Department of

Justice (the "Antitrust Division") with respect to the transactions

contemplated by the Third Amended Plan and respond as promptly as practicable

to all inquiries received from the FTC or the Antitrust Division, including any

request for additional information or documentary material. In connection with

such filings, Toy Biz and the Trustee shall cooperate with one another. The

obligations of Toy Biz and the Trustee obligations hereunder are not in any way

conditioned upon the outcome of the Governance Litigation or any appeal therein

and the Trustee shall continue to support prompt confirmation and consummation

of the Third Amended Plan regardless of the outcome of the Governance

Litigation.

                  4. Governing Law. The transactions contemplated hereby

shall be governed by the internal laws of the State of Delaware and, to the

extent applicable, federal law.

                                     -18-

<PAGE>


                  5. Termination of Stipulation. The parties' obligations

hereunder shall terminate in the event that (a) Chase has not provided the

Trustee with a copy of an amendment (the "Master Agreement Amendment") to the

Master Agreement in the form annexed hereto as Exhibit I approving this

Stipulation (and all of the attachments hereto) executed by a Requisite Amount

of Consenting Lenders (as defined in the Master Agreement) within ten (10) days

after the filing of the 9019 Motion, (b) the Confirmation Date of the Third

Amended Plan shall not have occurred on or before June 30, 1998, (c) the

Consummation Date of the Third Amended Plan shall not have occurred on or

before August 15, 1998, (d) the Trustee notifies Chase and Toy Biz that he

intends to accept an Alternative Transaction (as defined below) in accordance

with Section 6 hereof, or (e) the Trustee shall have received written notice

from Chase that as a result of the withdrawal of Consenting Lenders (as defined

in the Master Agreement) pursuant to Sections 7.2 and 8.2 of the Master

Agreement, the number of Consenting Lenders has fallen below the Consenting

Lender Threshold (as defined in the Master Agreement); provided, however, that

clauses (b) and (c) above may be waived in a writing executed by Toy Biz and

Secured Lenders comprising Requisite Secured Lender Consent. Notwithstanding a

waiver of clause (b) or (c) of the preceding sentence by Toy Biz and Secured

Lenders comprising Requisite Secured Lender Consent, the Trustee shall have the

right to terminate this Stipulation in the event that the Confirmation Date of

the Third Amended Plan shall not have occurred on or before August 15, 1998 or

the Consummation Date of the Third Amended Plan shall not have occurred on or

before September 30, 1998.

                                     -19-

<PAGE>


                  6. Alternative Transactions. The parties acknowledge that

the Trustee has a fiduciary duty prior to the Confirmation Date to hold

discussions or negotiations with any person with respect to an Alternative

Transaction. The Trustee agrees that he will advise Toy Biz and Chase of any

written proposal which is an Alternative Transaction and the Trustee will

provide the details of the Alternative Transaction promptly upon his receipt

from Chase and Toy Biz of a confidentiality agreement signed by them with

respect thereto in favor of the Trustee. For purposes of this Stipulation,

"Alternative Transaction" means any transaction involving the sale of all or

any significant portion of Entertainment's business (which for this purpose

shall include the business conducted by Entertainment through its

subsidiaries), whether by sale of capital stock or assets or by merger or

consolidation or a plan of reorganization. The Trustee shall have the right to

terminate this Stipulation at any time prior to the Confirmation Date pursuant

to paragraph 5 hereof only for the purpose of accepting an Alternative

Transaction which (i) (A) Secured Lenders comprising Requisite Secured Lender

Consent, and (B) Toy Biz each advise the Trustee in writing is acceptable to

each of them in the absolute discretion of each of them or (ii) the Trustee in

good faith determines is a Superior Proposal. "Superior Proposal" means an

Alternative Transaction which (a) provides for the indefeasible payment of all

amounts owing under the Existing Credit Agreements to holders of Allowed Senior

Secured Claims and all amounts owing to the DIP Lenders at the consummation of

the transaction in full in Cash, or (b) requires (I) the other parties to the

Alternative Transaction to agree (x) that the Class B Stock has converted, or

will upon the closing of such Alternative Transaction convert to Class A Stock,

and (y) not to object to the 

                                     -20-

<PAGE>


entry by the Third Circuit of an order affirming the Governance Litigation

Judgment or dismissing with prejudice all appeals of the Governance Litigation

Judgment, (II) which may close only upon the entry of an order which is final,

and no longer subject to appeal, review or writ of certiorari affirming the

Governance Litigation Judgment or dismissing the Governance Litigation Judgment

with prejudice, and (III) provides for recoveries for holders of each of the

Senior Secured Claims, Unsecured Claims and Equity Interests which the Trustee

determines in good faith are greater than the recoveries that would be received

by those holders pursuant to the Third Amended Plan. For the purpose of

determining whether an Alternative Proposal constitutes a Superior Proposal,

the Trustee shall be entitled to rely on a representation from Chase concerning

the amount of the Senior Secured Claims. The foregoing shall not restrict the

Trustee from negotiating and selling the stock and/or assets of Panini, S.p.A.

or the Confection Business.

                  7. Remedies. The parties hereto acknowledge that

irreparable injury will result from a breach of the obligations hereunder and,

therefore, the sole remedy of any party hereto is to seek specific performance

in the District Court. If this Stipulation shall be terminated as provided in

Section 5 above, the provisions of this Stipulation shall become null and void

except (i) for Section 2.f hereof and (ii) if termination occurs pursuant to

clause (d) of Section 5 because the Trustee has elected to accept a Superior

Proposal which does not provide for the indefeasible payment of all amounts

owing under the Existing Credit Agreements to holders of Allowed Senior Secured

Claims at the consummation of the transaction in full in Cash, the provisions

of Sections 2.d and e shall survive and the Trustee shall continue to 


                                     -21-

<PAGE>



request the Third Circuit to enter an order dismissing with prejudice all

appeals from the Governance Litigation.

                  8.Further Assurances. The parties hereto will take such

actions as may be reasonably necessary to effect the provisions of this

Stipulation.

                  9. Counterparts. This Stipulation may be executed in

counterparts including facsimile counterparts.

                  10. Amendment of Third Amended Plan. The Third Amended Plan

and exhibits thereto shall not be amended from the form attached hereto in a

manner which the Trustee believes is inconsistent with the terms of this

Stipulation and the documents attached hereto without the prior written consent

of the Trustee. If the Trustee concludes that the foregoing provision of this

Stipulation has been violated, he shall give written notice thereof to Toy Biz

and Chase. If such violation is not cured within ten (10) days of the receipt

of such written notice by Chase and Toy Biz to the reasonable satisfaction of

the Trustee, the Trustee may terminate this Stipulation by written notice from

the Trustee to Chase and Toy Biz. Such termination shall be treated for all

purposes as a termination under Section 5 of this Stipulation.

                                      -22-


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto, intending to be

legally bound hereby, have duly executed this Stipulation on the date first

above written.

TOY BIZ, INC.
By:______________________

     Its:

THE CHASE MANHATTAN BANK, 
individually and on behalf of those holders
of Senior Secured Claims which 
authorize Chase to sign this Stipulation 
on their behalf pursuant to the Master
Agreement Amendment

By:______________________
     Its:

THE CHASE MANHATTAN BANK,
as a DIP Lender

By: _______________________
      Its:

CIBC, INC.,
as a DIP Lender

By: _______________________
      Its:


                                     -23-


<PAGE>




          SIGNATURE PAGE FOR STIPULATION AND AGREEMENT OF SETTLEMENT


GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a DIP Lender

By: _______________________
      Its:

LEHMAN COMMERCIAL PAPER INC.,
as a DIP Lender

By: _______________________
      Its:

THE LONG TERM CREDIT BANK OF
JAPAN, LTD., LOS ANGELES AGENCY,
as a DIP Lender

By: _______________________
      Its:

THE SUMITOMO BANK, LIMITED,
as a DIP Lender

By: _______________________
      Its:

-------------------------
JOHN J. GIBBONS, solely in his

capacity as chapter 11 trustee for

the Debtors


                                     -24-


<PAGE>



           SIGNATURE PAGE FOR STIPULATION AND AGREEMENT OF SETTLEMENT

ZIB INC.

By:______________________
Its:

-------------------------
 Isaac Perlmutter

Isaac Perlmutter T.A.

By:_______________________

-------------------------
 Avi Arad

-------------------------
Joseph M. Ahearn

-------------------------
James S. Carluccio

-------------------------
Alan Fine

-------------------------
James F. Halpin

-------------------------
Morton E. Handel


                                     -25-

<PAGE>


           SIGNATURE PAGE FOR STIPULATION AND AGREEMENT OF SETTLEMENT



-------------------------
Alfred A. Piergallini

-------------------------
Donald E. Rosenblum

-------------------------
Paul R. Verkuil

DICKSTEIN PARTNERS INC.

By: ________________________
      Name:

      Title:

DICKSTEIN PARTNERS L.P.
By:  Dickstein Partners Inc.

By: ________________________
      Name:

      Title:

DICKSTEIN & CO. L.P.
By:  Dickstein Partners L.P.
By:  Dickstein Partners Inc.

By: ________________________
      Name:

      Title:


                                     -26-

<PAGE>




           SIGNATURE PAGE FOR STIPULATION AND AGREEMENT OF SETTLEMENT

DICKSTEIN FOCUS FUND, L.P.
By:  Dickstein Partners L.P.
By:  Dickstein Partners Inc.

By: ________________________
      Name:

      Title:

DICKSTEIN INTERNATIONAL LIMITED

By:  Dickstein Partners Inc., as Agent

By: ________________________
      Name:

      Title:

----------------------------
 Mark Dickstein


                                     -27-

<PAGE>




          SIGNATURE PAGE FOR STIPULATION AND AGREEMENT OF SETTLEMENT

CONSENTED and AGREED:

OFFICIAL COMMITTEE OF
UNSECURED CREDITORS

By:_________________________

                                     -28-

<PAGE>


                      IN THE UNITED STATES DISTRICT COURT
                          FOR THE DISTRICT OF DELAWARE

                                                      )
IN RE:                                                )
                                                      )
MARVEL ENTERTAINMENT GROUP, INC.; THE                 )
ASHER CANDY COMPANY; FLEER CORP.;                     )
FRANK H. FLEER CORP.; HEROES WORLD                    )
DISTRIBUTION, INC.; MALIBU COMICS                     )  Case No. 97-638-RRM
ENTERTAINMENT, INC.; MARVEL                           )
CHARACTERS, INC.; MARVEL DIRECT                       )
MARKETING INC.; and SKYBOX                            )
INTERNATIONAL, INC.,                                  )
                                                      )
                           Debtors.                   )



             THIRD AMENDED JOINT PLAN OF REORGANIZATION PROPOSED BY
                     THE SECURED LENDERS AND TOY BIZ, INC.




WACHTELL, LIPTON, ROSEN & KATZ                BATTLE FOWLER LLP 
Attorneys for The Secured                     Attorneys for Toy Biz, Inc.
  Lenders                                     75 East 55th Street
51 West 52nd Street                           New York, New York  10022
New York, New York  10019                     (212) 856-7000
(212) 403-1000

       -and-                                          -and-

RICHARDS, LAYTON & FINGER, P.A.               PEPPER HAMILTON LLP
Attorneys for The Secured                     Attorneys for Toy Biz, Inc.
  Lenders                                     1201 Market Street
One Rodney Square                             P.O. Box 1709
Wilmington, Delaware  19899                   Wilmington, Delaware  19899
(302) 658-6541                                (302) 777-6500



Dated:  Wilmington, Delaware
            May __, 1998



<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
<S>              <C>                                                                                            <C>
SECTION 1.             DEFINITIONS AND INTERPRETATION..............................................................1
             A.        Definitions.................................................................................1
             B.        Interpretation; Application of Definitions and Rules Construction..........................21
             C.        Exhibits and Schedules.....................................................................21

SECTION 2.             PROVISIONS FOR PAYMENT OF ADMINISTRATION EXPENSE CLAIMS AND PRIORITY TAX CLAIMS............21
             2.1       Administration Expense Claims..............................................................21
             2.2       Compensation and Reimbursement Claims......................................................22
             2.3       Priority Tax Claims........................................................................22

SECTION 3.             CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS..............................................22

SECTION 4.             PROVISIONS FOR TREATMENT OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN.....................23
             4.1       Priority Non-Tax Claims (Class 1)..........................................................23
             4.2       Senior Secured Claims......................................................................24
                       (a)      Allowance of Senior Secured Claims................................................24
                       (b)      Treatment of Allowed Fixed Senior Secured
                                Claims............................................................................24
                                (i) No Qualifying.................................................................24
                                           (A)    Distributions...................................................24
                                           (B)    Panini Obligations..............................................25
                                (ii)  Qualifying..................................................................26
                       (c)      Treatment of Allowed Contingent Senior Secured
                                Claims............................................................................26
                                (i) No Panini.....................................................................26
                                (ii) Panini.......................................................................26
             4.3       Other Secured Claims (Class 3).............................................................26
             4.4       Unsecured Claims (Class 4).................................................................27
             (a)       Distributions..............................................................................27
                                (i) No Qualifying.................................................................27
                                (ii) Qualifying...................................................................27
                       (b)      Intercompany Claims...............................................................28
                       (c)      Insider Claims....................................................................28
             4.5       Class Securities Litigation Claims (Class 5)...............................................28
                       (a)      Distributions.....................................................................28
                       (b)      Calculation of Distribution.......................................................29
                       (c)      Parity of and Limitation on Distributions.........................................29
             4.6       Equity Interests (Class 6).................................................................29
                       (a)      Entertainment (Subclass 6A).......................................................29
                                (i)  Distributions................................................................29
                                (ii) Parity of and Limitation on Distributions....................................30
            

                                       i

<PAGE>


                                                                                                                Page

                       (b)      Subsidiary Equity Interest (Subclass 6B)..........................................30
             4.7  Existing Warrants (Class 7).....................................................................30

SECTION 5.   IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT IMPAIRED UNDER THE PLAN; 
             ACCEPTANCE OR REJECTION OF THE PLAN..................................................................30
             5.1  Holders of Claims and Equity Interests Entitled to Vote.........................................30
             5.2  Subtraction and Addition of Classes and Subclasses..............................................31
                       (a)      Subtraction of Classes and Subclasses.............................................31
                       (b)      Addition of Classes and Subclasses................................................31
             5.3  Nonconsensual Confirmation......................................................................31
             5.4  Severability of Plan of Reorganization..........................................................32

SECTION 6.        MEANS OF IMPLEMENTATION.........................................................................32
             6.1  Closing of Transaction..........................................................................32
             6.2  Derivative Securities Litigation Claims.........................................................32
             6.3  Board of Directors of the Reorganized Debtors...................................................32
             6.4  Officers of the Reorganized Debtors.............................................................33
             6.5  Distribution to New Investors...................................................................33
             6.6  Toy Biz Distribution............................................................................33
                       (a)      No Qualifying Transaction.........................................................33
                       (b)      Qualifying Transaction............................................................33
             6.7  Fees to New Investors...........................................................................33
             6.8  Dissolution of Committees.......................................................................34
             6.9  Transfer of Panini..............................................................................34
             6.10 Newco Financing................................................................................34
             6.11 Vote of Characters' Toy Biz Stock..............................................................34
             6.12 Forgiveness of Panini Obligations..............................................................34
             6.13 Panini Indemnity...............................................................................35
             6.14 Outstanding Toy Biz Stock Interests............................................................35
             6.15 Distribution of Subsidiary Equity Interests....................................................35
             6.16 Continuation of Creditors Committee............................................................35
             6.17 Right to Object to Fees........................................................................35
             6.18 Certain Securities Law Matters.................................................................35

SECTION 7.         LITIGATION TRUST...............................................................................36
             Assignment of Rights.................................................................................36
             Control of Litigation................................................................................37
             Liability of Trustee.................................................................................37
             Distribution of Net Litigation Proceeds, Net Avoidance Litigation Proceeds and Net MAFCO Litigation 
             Proceeds.............................................................................................37
             Professional Fees and Expenses.......................................................................38
             Commencement of Avoidance Actions....................................................................39
             Reduction of Judgment and Indemnification............................................................39
             Timing of Distributions..............................................................................40
             Objections to Claims.................................................................................41


                                       ii

<PAGE>


                                                                                                                Page

             Jurisdiction.........................................................................................41

SECTION 8.   PROVISIONS GOVERNING DISTRIBUTIONS...................................................................41
             8.1  Date of Distributions...........................................................................41
             8.2  Entities to Exercise Function of Disbursing Agent...............................................41
             8.3  Surrender and Cancellation of Instruments.......................................................42
             8.4  Delivery of Distributions.......................................................................42
             8.5  Manner of Payment Under Plan of Reorganization..................................................43
             8.6  Reserves and Distributions......................................................................43
             8.7       ...........................................................................................43
             8.8  Distributions After Consummation Date...........................................................44
             8.9  Rights And Powers Of Disbursing Agent...........................................................44
                       (a)      Powers of the Disbursing Agent....................................................44
                       (b)      Expenses Incurred on or after the Consummation Date...............................44
                       (c)      Exculpation.......................................................................44
             8.10  Distributions of Certain Warrants..............................................................45

SECTION 9.   PROCEDURES FOR TREATING DISPUTED CLAIMS UNDER THE PLAN OF REORGANIZATION.............................45
             9.1  Objections to Claims............................................................................45
             9.2  No Distributions Pending Allowance..............................................................45
             9.3  Cash Reserve....................................................................................46
             9.4  Distributions After Allowance...................................................................46
             9.5  Fractional Securities...........................................................................46

SECTION 10.  PROVISION GOVERNING EXECUTORY CONTRACTS AND UNEXPIRED LEASES UNDER THE PLAN..........................47
             10.1  General Treatment..............................................................................47
             10.2  Amendments to Schedule; Effect of Amendments...................................................47
             10.3  Bar to Rejection Damage Claims.................................................................48
             10.4  Certain Panini Agreements......................................................................48
                       (a)      Panini Sticker Agreement..........................................................48
                       (b)      Panini Comic Distribution Agreement...............................................48

SECTION 11.  CONDITIONS PRECEDENT TO CONFIRMATION DATE AND CONSUMMATION DATE......................................49
             11.1  Conditions Precedent to Confirmation of Plan of Reorganization.................................49
                       (a)      Confirmation Order................................................................49
             11.2  Conditions Precedent to Consummation Date of Plan of Reorganization............................49
                       (a)      SEC Proxy Statement...............................................................49
                       (b)      HSR...............................................................................50
                       (c)      Restructured Panini Loan Documents................................................50
                       (d)      Secured Lender Consummation Date..................................................50
                       (e)      Toy Biz Consummation Date.........................................................50
             11.3  Waiver of Conditions Precedent.................................................................50


                                      iii

<PAGE>


                                                                                                                Page


SECTION 12.        EFFECT OF CONFIRMATION.........................................................................50
             12.1  General Authority..............................................................................50
             12.2  Discharge of Debtors...........................................................................51
                       (a)      General Discharge.................................................................51
                       (b)      Exculpations......................................................................51
                       (c)      Treatment of Indemnification Claims...............................................51
             12.3  Term of Injunctions or Stays...................................................................52

SECTION 13.        WAIVER OF CLAIMS...............................................................................52
             13.1  Avoidance Actions..............................................................................52

SECTION 14.        RETENTION OF JURISDICTION......................................................................53
             14.1  Retention of Jurisdiction......................................................................53
             14.2  Amendment of Plan of Reorganization............................................................54

SECTION 15.        MISCELLANEOUS PROVISIONS.......................................................................55
             15.1  Payment of Statutory Fees......................................................................55
             15.2  Retiree Benefits...............................................................................55
             15.3  Compliance with Tax Requirements...............................................................55
             15.4  Recognition of Guaranty Rights.................................................................55
             15.5  Severability of Plan Provisions................................................................56
             15.6  Governing Law..................................................................................56
             15.7  Further Assurances.............................................................................56
             15.8  Time of the Essence............................................................................56
             15.9  Counterparts...................................................................................57
             15.10 Notices........................................................................................57

</TABLE>


                                       iv

<PAGE>


EXHIBITS

1.           Bylaws for Newco
2.           Charter for Newco
3.           Confirmation Order
4.           Convertible Preferred Stock
5.           Designated Competitors
6.           Excess Administration Claims Note
7.           Intercompany Agreement
8.           Litigation Trust Agreement
9.           Litigation Trust Professional Fee Guaranty
10.          Merger Agreement
11.          New Investors
12.          Newco Guaranty
13.          Panini Indemnity
14.          Plan Warrant Agreement
15.          Professional Fee Reimbursement Note
16.          Secured Lenders
17.          Stockholder Warrant Agreement


SCHEDULES

6.1.         Letter of Credit and related obligations
10.1.        Rejection Schedule


                                       v

<PAGE>



                          JOINT PLAN OF REORGANIZATION


                  The Secured Lenders and Toy Biz, Inc., creditors and parties
in interest in these chapter 11 cases, hereby propose this Plan of
Reorganization dated May __, 1998 for Marvel Entertainment Group, Inc., The
Asher Candy Company, Fleer Corp., Frank H. Fleer Corp., Heroes World
Distribution, Inc., Malibu Comics Entertainment, Inc., Marvel Characters, Inc.,
Marvel Direct Marketing Inc. and SkyBox International Inc.

         SECTION 1.        DEFINITIONS AND INTERPRETATION

         A.       Definitions.

                  The following terms used herein shall have the respective
meanings defined below:

                  "Administration Expense Claim" means any right to payment
constituting a cost or expense of administration of any of the Reorganization
Cases allowed under Sections 503(b) and 507(a)(1) of the Bankruptcy Code,
including, without limitation, (a) any actual and necessary costs and expenses
of preserving the estates of the Debtors, (b) any actual and necessary costs
and expenses of operating the business of the Debtors, (c) any allowances of
compensation and reimbursement of expenses to the extent allowed by Final Order
under Section 330 or 503 of the Bankruptcy Code, and (d) any fees or charges
assessed against the estates of the Debtors under Section 1930, title 28,
United States Code.

                  "Administrative Agent" means The Chase Manhattan Bank as
administrative agent under each of the applicable Existing Credit Agreements or
any successor administrative agent appointed in accordance with any of the
applicable Existing Credit Agreements.

                  "Affiliate" means, with reference to any person or entity,
any other person or entity that, within the meaning of Rule 12b-2 promulgated
under the Securities Exchange Act of 1934, as amended, "controls," is
"controlled by" or is under "common control with" such entity or person

                  "Allowed" means, with reference to any Claim or Equity
Interest, (a) any and all DIP Claims, (b) any Claim or Equity Interest or any
portion thereof against any Debtor which has been listed by such Debtor in its
Schedules, as such Schedules may be amended by the Debtors from time to time in
accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed
or contingent and for which no contrary proof of claim has been filed, (c) any
Claim or Equity Interest allowed by Final Order, (d) any Claim or Equity
Interest as to which the liability of the

                                       1


<PAGE>



Debtors and the amount thereof are determined by final order of a court of
competent jurisdiction other than the Bankruptcy Court,(e) any Claim allowed
expressly hereunder, or (f) for purposes of voting only, any Claim evidenced by
a proof of Claim filed by or before the last date designated by the Bankruptcy
Court as the last date for filing Claims against the Debtors, provided that
such Claim has not been disallowed by order of the Court or the Bankruptcy
Court, and is not the subject of an objection filed at least ten (10) days
prior to the voting deadline.

                  "Ballot" means any form or forms distributed to each holder
of a Claim or Equity Interest entitled to vote on this Plan of Reorganization
on which is to be indicated the acceptance or rejection by such holder of this
Plan of Reorganization.

                  "Ballot Date" means the date fixed by the Bankruptcy Court as
the date by which all Ballots must be received by the Balloting Agent (as such
term is defined in the Disclosure Statement) from holders of impaired Claims
and Equity Interests other than holders of Equity Interests in Subclass 6B
(Fleer Corp.) of Class 6 Equity Interests in Class 7 (Existing Warrants) to be
counted as acceptances or rejections of this Plan of Reorganization.

                  "Bankruptcy Code" means title 11, United States Code, as
applicable to the Reorganization Cases as in effect on the Confirmation Date.

                  "Bankruptcy Court" means the United States District Court for
the District of Delaware having jurisdiction over the Reorganization Cases and,
to the extent of any reference under section 157, title 28, United States Code,
the unit of such District Court under section 151, title 28, United States
Code.

                  "Bankruptcy Rules" means the Federal Rules of Bankruptcy
Procedure as promulgated by the United States Supreme Court under section 2075,
title 28, United States Code, and any Local Rules of the Bankruptcy Court.

                  "Beneficiaries" means Newco and all holders of Allowed
Unsecured Claims (other than Intercompany Claims and Insider Claims), holders
of Allowed Fixed Senior Secured Claims, holders of Allowed Class Securities
Litigation Claims, and holders of Allowed Equity Interests in Entertainment.

                  "Breakup Fee" means Cash in the amount of the breakup fee
payable pursuant to the Convertible Preferred Stock Purchase Agreement to DPI
or its assignees, but in no event more than eight million dollars ($8,000,000).


                                       2


<PAGE>



                  "Business Day" means any day other than a Saturday, a Sunday
or any other day on which banking institutions in New York, New York are
required or authorized to close by law or executive order.

                  "Bylaws" means the bylaws for Newco in the form of Exhibit 1
hereto, subject to non-substantive changes.

                  "Cash" means legal tender of the United States of America
and, with respect to payments under this Plan of Reorganization, cash (U.S.
dollars), certified check, bank check or wire transfer from a domestic bank.

                  "Causes of Action" means, without limitation, any and all
actions, causes of action, liabilities, obligations, rights, suits, debts, sums
of money, damages, judgments, claims and demands whatsoever, whether known or
unknown, in law, equity or otherwise.

                  "Characters" means Marvel Characters, Inc., one of the
Debtors herein.

                  "Charter" means the Certificate of Incorporation for Newco in
the form of Exhibit 2 hereto, subject to non-substantive changes.

                  "Chase" means The Chase Manhattan Bank in its capacity as
agent under the Existing Credit Agreements.

                  "Claim" means (a) any right to payment from any of the
Debtors, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured, or (b) any right to an equitable
remedy for breach of performance if such breach gives rise to a right of
payment from any of the Debtors, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured, or unsecured.

                  "Class Securities Litigation Claim" means any Claim whether
or not the subject of an existing lawsuit arising from rescission of a purchase
or sale of shares of common stock of Entertainment, for damages arising from
the purchase or sale of any such security, or for reimbursement or contribution
allowed under section 502 of the Bankruptcy Code on account of any such Claim
(which shall include, without limitation, any Claim asserted by LaSalle
National Bank on behalf of itself or any holders of bonds) which Claims shall
be subordinated in accordance with section 510(b) of the Bankruptcy Code.

                  "Collateral" means any property or interest in property
of the estate of any Debtor subject to a Lien to secure the

                                       3


<PAGE>



payment or performance of a Claim, which Lien is not subject to avoidance under
the Bankruptcy Code.

                  "Confection Business" means any and all of the assets and
properties relating to the confection business operated and owned by Fleer
including, without limitation, all of its rights relating to Dubble Bubble,
Razzles and any other food and candy products produced thereby.

                  "Confirmation Date" means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order on its docket.

                  "Confirmation Hearing" means the hearing held by the
Bankruptcy Court on confirmation of this Plan of Reorganization, as such
hearing may be adjourned or continued from time to time.

                  "Confirmation Order" means the order of the Bankruptcy Court
confirming this Plan of Reorganization in the form of the order annexed as
Exhibit 3 hereto, subject to non-substantive changes.

                  "Consummation Date" means the latest to occur of (a) the
thirtieth (30th) day (calculated under Bankruptcy Rule 9006) after the
Confirmation Date if no stay of the Confirmation Order is then in effect, (b)
the first Business Day after any stay of the Confirmation Order expires or
otherwise terminates, and (c) such other date as may be fixed from time to time
after the Confirmation Date by filing a notice thereof by the Proponents with
the Bankruptcy Court upon the consent of the Creditors Committee not to be
unreasonably withheld or delayed; provided, however, that in no event shall the
Consummation Date occur earlier than the date of the satisfaction of each of
the conditions precedent to the occurrence of the Consummation Date of this
Plan of Reorganization in Section 11.2 hereof unless waived as provided in
Section 11.3 hereof.

                  "Contingent Senior Secured Claim" means any Claim against
Entertainment or any of its Debtor subsidiaries governed by or arising out of
the guaranty provisions contained in the Existing Panini Credit Agreements or
evidenced by any of the promissory notes issued thereunder or any letter of
credit issued by a bank or other financial institution which is a party to the
Existing Panini Credit Agreements for the account of Panini or any of its
subsidiaries and any Claim for adequate protection relating to the Collateral
securing the Claims previously referred to in this definition arising out of
that certain Revolving Credit Guaranty Agreement by and among Entertainment,
the other Debtors and Chase dated December 27, 1996, the order entered by the
Bankruptcy Court on January 24, 1997, or any amendments entered into or further
orders entered by the Bankruptcy Court with respect to either of the foregoing.

                                       4


<PAGE>



                  "Convertible Preferred Stock" means convertible preferred
stock in Newco (a) each share of which shall be convertible into 1.039 shares
of Newco Common Stock, and (b) which shall have the terms set forth in the
Charter.

                  "Convertible Preferred Stock Purchase Agreement" means
a Convertible Preferred Stock Purchase Agreement to be executed on the 
Confirmation Date by Toy Biz, Zib Inc. or its assignees and DPI or its 
assignees.

                  "Creditors Committee" means the Official Committee of
Unsecured Creditors appointed for the Debtors by the United States Trustee for
the District of Delaware on October 22, 1997.

                  "Debtor" means each of Entertainment, The Asher Candy 
Company, Fleer Corp., Frank H. Fleer Corp., Heroes World Distribution, Inc., 
Malibu Comics Entertainment, Inc., Marvel Characters, Inc., Marvel Direct 
Marketing, Inc., and SkyBox International Inc., each (other than Marvel 
Characters, Inc. and Malibu Comics Entertainment, Inc.) being a Delaware 
corporation and Marvel Characters, Inc. and Malibu Comics Entertainment, Inc.
being California corporations, the debtors in Chapter 11 Case Nos. 96-2069 
(HSB) through 96-2077 (HSB), respectively.

                  "Debtor in Possession" means each Debtor in its capacity as a
debtor in possession under sections 1107(a) and 1108 of the Bankruptcy Code.

                  "Designated Competitor" means those entities listed on
Exhibit 4 hereto.

                  "Designated Contingent Senior Secured Claims" means on any
date all Contingent Senior Secured Claims other than those beneficially owned
or controlled (directly, indirectly or by participation) by (a) any entity that
serves or has served as a member of Entertainment's board of directors, or (b)
any entity purchasing Convertible Preferred Stock pursuant to the Convertible
Preferred Stock Purchase Agreement other than solely by virtue of the exercise
of such entity's rights pursuant to Section 4.2(b)(i)(A)(6) hereof.

                  "Designated Fixed Senior Secured Claims" means on any date
all Fixed Senior Secured Claims other than those beneficially owned or
controlled (directly, indirectly or by participation) by (a) any entity that
serves or has served as a member of Entertainment's board of directors, or (b)
any entity purchasing Convertible Preferred Stock pursuant to the Convertible
Preferred Stock Purchase Agreement other than solely by virtue of the exercise
of such entity's rights pursuant to Section 4.2(b)(i)(A)(6) hereof.


                                       5


<PAGE>



                  "DIP Claim" shall mean any claim arising under the DIP Credit
Agreement.

                  "DIP Credit Agreement" means that certain Revolving Credit
and Guaranty Agreement dated as of December 27, 1996 among Marvel Entertainment
Group, Inc., the guarantors named therein, the banks party thereto and The
Chase Manhattan Bank as agent as the same may be amended from time to time in
accordance with the terms thereof or the agreements or other documents
evidencing any successor or replacement post-petition financing facility.

                  "Disbursing Agent" means any entity in its capacity as a
disbursing agent under Section 8.2 hereof.

                  "Disclosure Statement" means that certain Disclosure
Statement, including, without limitation, all exhibits and schedules thereto,
in the form approved by the Bankruptcy Court relating to this Plan of
Reorganization as the same may be amended from time to time.

                  "Disputed Claim" means a Claim against a Debtor that is
not an Allowed Claim.

                  "District Court Complaint" means the complaint in Case
No. 97-586(RRM) filed on October 30, 1997 in the United States
District Court for the District of Delaware.

                  "DPI" means Dickstein Partners Inc.

                  "Effective Time" shall have the meaning given to such term in
the Merger Agreement.

                  "Entertainment" means Marvel Entertainment Group, Inc.

                  "Equity Committee" means the Official Committee of Equity
Security Holders appointed for Entertainment by the United States Trustee for
the District of Delaware on February 12,1997.

                  "Equity Interest" means any share of common stock or other
instrument evidencing a present ownership interest in any of the Debtors,
whether or not transferable, or any option, warrant or right, contractual or
otherwise, to acquire any such interest. For purposes of Subclass 6A
(Entertainment) of Class 6 (Equity Interests), the Existing Warrants shall not
be included in such subclass.

                  "Excess Administration Claims Amount" means the amount, if
any, by which the sum of (a) all Allowed Administration Expense Claims
(exclusive of all DIP Claims through October 7, 1997), and (b) the aggregate
amount of all professional fees, costs and expenses of professionals engaged by
Chase in its capacity as agent or acting on behalf of all of the holders of

                                       6


<PAGE>



Senior Secured Claims including, without limitation, all fees and expenses of
counsel and financial advisors incurred in connection with the Reorganization
Cases, exceeds thirty-five million dollars ($35,000,000).

                  "Excess Administration Claims Note" means an unsecured note
of Newco and its subsidiaries in the form of Exhibit 5 hereto, subject to
non-substantive changes, in an original principal amount equal to the Excess
Administration Claims Amount bearing interest at the rate of ten percent (10%)
per annum which shall, at the election of Newco, be paid semi-annually or
accrue and compound, and shall have a maturity date of the fifth anniversary of
the Consummation Date.

                  "Excess Proceeds" means all net proceeds of a Qualifying
Transaction which closes on the Consummation Date in excess of the aggregate
amount required to satisfy Fixed Senior Secured Claims in full in accordance
with the Existing Fleer Credit Agreements, to pay the Toy Biz Cash Distribution
and all amounts (other than Excess Proceeds) due to holders of Allowed
Unsecured Claims pursuant to Section 4.4(a)(ii) hereof.

                  "Exculpated Persons" means (a) the Reorganized Debtors,
Newco, all past, present and future holders of DIP Claims, all past, present
and future holders of Senior Secured Claims (other than those beneficially
owned or controlled directly, indirectly or by participation by entities or
Affiliates of entities that serve or have served on Entertainment's board of
directors), Chase, Toy Biz, the New Investors, the Creditors Committee, all
members of the Creditors Committee, Affiliates (in each case exclusive of
Marvel Holdings, Inc., Marvel (Parent) Holdings Inc. and Marvel III Holdings
Inc. or any of their direct or indirect parents) of any of the foregoing, the
Trustee and all officers, directors, employees, shareholders, limited liability
entity members, partners, consultants, advisors, investment bankers, attorneys,
accountants or other representatives or agents of any of the foregoing acting
as such, and (b) the Debtors.

                  "Existing Credit Agreements" means, collectively, the
Existing Fleer Credit Agreements and the Existing Panini Credit
Agreements.

                  "Existing Fleer Credit Agreements" means, collectively, (a)
that certain Amended and Restated Credit and Guarantee Agreement dated as of
August 30, 1994, as amended, among Entertainment, Fleer Corp., the financial
institutions parties thereto, the co-agents named therein and The Chase
Manhattan Bank (formerly named Chemical Bank) as administrative agent, (b) that
certain Credit and Guarantee Agreement dated as of April 24, 1995, as amended,
by and among Entertainment, Fleer Corp., the financial institutions party
thereto, the co-agents named therein and The Chase Manhattan Bank (formerly
named Chemical Bank) as

                                       7


<PAGE>



administrative agent, (c) that certain Line of Credit, dated as of March 27,
1996, as amended, among Fleer Corp., the banks and other financial institutions
parties thereto and The Chase Manhattan Bank as Administrative Agent,(d)(i)(A)
any letter of credit issued for the account of Entertainment or any of its
subsidiaries by a bank or other financial institution which is a party to any
of the Existing Credit Agreements referred to in clauses (a) or (b) of this
definition of "Existing Fleer Credit Agreements" and (B) any related letter of
credit applications and any agreements governing or evidencing reimbursement
obligations relating to any letters of credit referred to in clause (d)(i)(A)
of this definition of "Existing Fleer Credit Agreements" or (ii) any interest
rate agreement between Entertainment or any of its subsidiaries and a bank or
other financial institution which is a party to any of the Existing Credit
Agreements referred to in clauses (a) through (c), inclusive, of this
definition of "Existing Fleer Credit Agreements", and (e) any guarantees and
security documents, including, without limitation, mortgages, pledge
agreements, security agreements and trademark security agreements, executed and
delivered in connection with any of the foregoing agreements.

                  "Existing Panini Credit Agreements" means the Existing
Panini Junior Credit Agreements and the Existing Panini Senior
Credit Agreements.

                  "Existing Panini Junior Credit Agreements" means (a) that
certain Term Loan and Guarantee Agreement dated as of August 30, 1994, as
amended, supplemented or otherwise modified from time to time, among
Entertainment, Panini, S.p.A. (formerly named Marvel Comics Italia S.r.l.), and
Istituto Bancario San Paolo di Torino, S.p.A.; (b) the Panini Participation
Agreements; (c)(i)(A) any letter of credit issued for the account of any of the
Panini Entities by a bank or other financial institution pursuant to any of the
Panini Credit Agreements referred to in clauses (a) or (b) and (B) any related
letter of credit applications and any agreements governing or evidencing
reimbursement obligations relating to any letters of credit referred to in
clause (c)(i)(A) or (ii) any interest rate agreement between any of the Panini
Entities and a bank or other financial institution pursuant to any of the
Panini Credit Agreements referred to in clauses (a) and (b); and (d) any
guarantees and security documents, including, without limitation, mortgages,
pledge agreements, security agreements and trademark security agreements,
executed and delivered in connection with any of the foregoing agreements,
together in each case with all related documents, instruments, consents,
amendments, modifications and waivers.

                  "Existing Panini Senior Credit Agreements" means that certain
Italian Lire 27,000,000,000 Term Loan and Guaranty Agreement dated as of August
5, 1997 as amended, supplemented or

                                       8


<PAGE>



otherwise modified from time to time, among Entertainment, Panini, the lenders
listed on Schedule 1 thereto as lenders, and The Chase Manhattan Bank as agent,
and the related Panini financing order entered by the Bankruptcy Court and any
guarantees and security documents, including, without limitation, mortgages,
pledge agreements, security agreements and trademark security agreements,
executed and delivered in connection with any of the foregoing agreements,
together in each case with all related documents, instruments, consents,
amendments, modifications and waivers.

                  "Existing Warrants" means, collectively, all incentive stock
options, non-qualified stock options and stock appreciation rights granted
under any employee benefits plan and any other options, warrants or rights,
contractual or otherwise, if any, to acquire an Equity Interest.

                  "Final Order" means an order or judgment of the Bankruptcy
Court entered by the Clerk of the Bankruptcy Court on the docket in the
Reorganization Cases, which has not been reversed, vacated or stayed and as to
which (a) the time to appeal, petition for certiorari or move for a new trial,
reargument or rehearing has expired and as to which no appeal, petition for
certiorari or other proceedings for a new trial, reargument or rehearing shall
then be pending or (b) if an appeal, writ of certiorari, new trial, reargument
or rehearing thereof has been sought, such order or judgment of the Bankruptcy
Court shall have been affirmed by the highest court to which such order was
appealed, or certiorari shall have been denied or a new trial, reargument or
rehearing shall have been denied or resulted in no modification of such order,
and the time to take any further appeal, petition for certiorari or move for a
new trial, reargument or rehearing shall have expired; provided, that the
possibility that a motion under Rule 60 of the Federal Rules of Civil
Procedure, or any analogous rule under the Bankruptcy Rules, may be filed
relating to such order, shall not cause such order not to be a Final Order.

                  "Fixed Senior Secured Claim" means any Claim governed by any
of the Existing Fleer Credit Agreements or evidenced by any of the promissory
notes issued thereunder or any letter of credit issued by a bank or other
financial institution which is a party to any of the Existing Fleer Credit
Agreements for the account of Entertainment or any of its subsidiaries (other
than the Panini Entities) or any interest rate agreement between Entertainment
or any of its subsidiaries (other than the Panini Entities) and a bank or other
financial institution which is a party to any of the Existing Fleer Credit
Agreements and any Claim for adequate protection relating to the Collateral
securing the Claims previously referred to in this definition arising out of
that certain Revolving Credit Guaranty Agreement by and among Entertainment,
the other Debtors and Chase dated December 27,

                                       9


<PAGE>



1996, the order entered by the Bankruptcy Court on January 24, 1997, or any
amendments entered into or further orders entered by the Bankruptcy Court with
respect to either of the foregoing.

                  "Fleer" means Fleer Corp., one of the Debtors.

                  "Fractional Warrant" means a Warrant to acquire a fractional
share of Convertible Preferred Stock or a fractional share of Newco Common
Stock.

                  "Governance Litigation" means case No. 97-648 (RRM)
pending in the Bankruptcy Court.

                  "Immaterial Debtors" means The Asher Candy Company,
Frank H. Fleer Corp., Heroes World Distribution, Inc. and any other Debtor 
which the Proponents, acting reasonably, jointly determine to have de 
minimis value.

                  "Insider Claim" means any Unsecured Claim (other than a
Senior Secured Claim) of an insider (as defined in section 101 of the
Bankruptcy Code) or Affiliate of any Debtor other than a Claim of any employee
or former employee of any Debtor.

                  "Intercompany Agreement" means those agreements set forth on 
Exhibit 6 hereto.

                  "Intercompany Claim" means any Claim held by any Debtor
against any other Debtor, including, without limitation, all derivative Claims
asserted by or on behalf of any one Debtor against any other Debtor.

                  "Lien" means any charge against or interest in property or an
interest in property to secure payment of a debt or performance of an
obligation.

                  "Litigation Claim" means all Causes of Action (including any
avoidance action pursuant to sections 510, 544, 545, 547, 548, 549, 550, 551
and 553 of the Bankruptcy Code) of the Debtors other than (i) those relating to
any tax sharing or other similar agreement, or (ii) against any person or
entity released or exculpated pursuant to this Plan.

                  "Litigation Trust" means the trust created by the Litigation
Trust Agreement to be executed on the Consummation Date pursuant to Section 7.1
hereof by the Debtors and the Litigation Trustee.

                  "Litigation Trust Agreement" means the trust agreement to be
executed by the Debtors and the Litigation Trustee in the form of Exhibit 7
hereto, subject to non-substantive changes.


                                       10


<PAGE>



                  "Litigation Trust Assets" means all assets of the
Litigation Trust.

                  "Litigation Trustee" means such person or entity as may be
designated by the Creditors Committee on or before the Consummation Date
subject to the consent of the Proponents, and from and after the Consummation
Date, any successor trustee designated in accordance with the Litigation Trust
Agreement.

                  "Litigation Trust Loan Agreement" means the Loan Agreement to
be executed by Newco in the form of Exhibit 8 hereto, subject to
non-substantive changes.

                  "Marvel" means, collectively, Entertainment and each of its
subsidiaries other than the Panini Entities.

                  "Master Agreement" means that certain Master Agreement by and
among the Proponents dated as of October 7, 1997 as the same has been or may be
amended from time to time.

                  "Merger Agreement" means that certain Agreement and Plan of
Merger dated as of the Consummation Date in the form annexed as Exhibit 9
hereto, subject to non-substantive changes.

                  "NBA License Agreement" means that certain Retail Product
License Agreement dated July 21, 1995 between Entertainment and NBA Properties,
Inc., as amended, supplemented or otherwise modified from time to time.

                  "Net Avoidance Litigation Proceeds" means the gross proceeds
realized by the Litigation Trust in respect of all of the Debtors' Causes of
Action pursuant to sections 510, 544, 545, 547, 548, 549, 550, 551 and 553 of
the Bankruptcy Code net of payment of all expenses of the Litigation Trust
(other than those allocable to Net Litigation Proceeds and Net MAFCO Litigation
Proceeds) including, without limitation, (i) payment without duplication of all
sums due and owing pursuant to the Professional Fee Reimbursement Note, and
(ii) any set-off effected by the holders of Resulting Claims pursuant to
Section 8.7 hereof.

                  "Net Cash Proceeds" means the gross proceeds in Cash realized
from the sale of capital stock of Newco net of Cash payments, if necessary to
cause the occurrence of the Consummation Date, in an amount equal to the
aggregate of (i) Administration Expense Claims, including, without limitation,
all DIP Claims, (ii) Priority Non-Tax Claims, (iii) Priority Tax Claims, and
(iv) any other Cash payments necessary to cause the occurrence of the
Consummation Date other than the Toy Biz Cash Distribution and the Required
Secured Lender Consideration.


                                       11


<PAGE>



                  "Net Litigation Proceeds" means the gross proceeds realized
by the Litigation Trust in respect of all of the Debtors' Causes of Action
(exclusive of Net Avoidance Litigation Proceeds and Net MAFCO Litigation
Proceeds) net of payment of all expenses of the Litigation Trust (other than
those allocable to Net Avoidance Proceeds and Net MAFCO Litigation Proceeds)
including, without limitation, payment without duplication of all sums due and
owing pursuant to the Professional Fee Reimbursement Note.

                  "Net MAFCO Litigation Proceeds" means the gross proceeds
realized by the Litigation Trust in respect of all of the Debtors' Causes of
Action (exclusive of all Causes of Action pursuant to sections 510, 544, 545,
547, 548, 549, 550, 551 and 553 of the Bankruptcy Code) derived from claims
against Ronald O. Perelman or any of his Affiliates, Mafco Holdings Inc.,
McAndrews & Forbes Holdings Inc., Andrews Group Incorporated, William C.
Bevins, Kenneth Ziffren and Donald G. Drapkin asserted in the District Court
Complaint net of payment of all expenses of the Litigation Trust (other than
those allocable to Net Avoidance Proceeds and Net Litigation Proceeds)
including, without limitation, payment without duplication of all sums due and
owing pursuant to the Professional Fee Reimbursement Note.

                  "New Investors" means the entities set forth on Exhibit 10
hereto and the holders of Fixed Senior Secured Claims exercising the right to
purchase Convertible Preferred Stock in accordance with Section 4.2(b)(i)(A)(6)
hereof.

                  "New Panini Securities" means debt securities of Newco having
a present value as of the Consummation Date of forty million dollars
($40,000,000) as determined by a fairness opinion (taking into account, inter
alia, the liquidity of the securities) of a nationally recognized investment
banking firm reasonably acceptable to Toy Biz and the Panini Lenders, provided,
however, that such securities may be equity securities with the consent of the
holders two-thirds in amount of the Contingent Senior Secured Claims.

                  "Newco" means Toy Biz, as its name may be changed, from and
after the Consummation Date.

                  "Newco Common Stock" means the issued and outstanding shares
of common stock of Newco as of the Consummation Date.

                  "Newco Guaranty" means an absolute and unconditional guaranty
of Newco and its subsidiaries secured by a valid, binding, enforceable and
perfected first priority lien against the Confection Business and the Panini
Stock to be executed and delivered by Newco in the form annexed hereto as
Exhibit 11, subject to non-substantive changes, pursuant to which Newco and its
subsidiaries shall guaranty the Restructured Panini

                                       12


<PAGE>



Obligations; provided, however, that such guaranty obligation shall be limited
to forty million dollars ($40,000,000), eight million dollars ($8,000,000) of
which shall be payable in Cash and thirty two million dollars ($32,000,000) of
which shall be payable, at the election of Newco, in the form of either Cash or
debt securities of Newco having a then present value of thirty two million
dollars ($32,000,000) as the latter value may be determined by a fairness
opinion (taking into account, inter alia, the liquidity of the securities) of a
nationally recognized investment banking firm reasonably acceptable to Newco
and the Panini Lenders; provided, further, that such securities may be equity
securities with the consent of the holders two-thirds in amount of the
Contingent Senior Secured Claims; provided, further, that in the event that the
Confection Business is sold prior to the Consummation Date, then in lieu of a
pledge of the Confection Business, Newco shall secure its obligations under its
guaranty of the Restructured Panini Loan Documents with a letter of credit in
an amount equal to the aggregate proceeds of a sale or other disposition of the
Confection Business realized by the Debtors on or prior to the Consummation
Date in form and substance and issued by a bank reasonably acceptable to Toy
Biz and the holders of Contingent Senior Secured Claims comprising Requisite
Panini Lender Consent.

                  "Other Secured Claims" means any Secured Claim not
constituting a Senior Secured Claim.

                  "Panini" means Panini S.p.A.

                  "Panini Comic Distribution Agreement" means that certain
agreement to manufacture, reprint, publish and sell Marvel Comics dated
December 1995 between Panini and
Entertainment.

                  "Panini Entities" means Panini and its subsidiaries.

                  "Panini Indemnified Liabilities" means any and all claims,
liabilities, obligations, losses, damages, distributions, recoveries,
penalties, actions, judgments, suits, costs, expenses (including reasonable
fees and expenses of counsel and other professionals) and disbursements of any
kind whatsoever which may at any time be imposed on, incurred by or asserted
against any Panini Entity in any way relating to, or arising out of, directly
or indirectly, any contracts or other agreements to which any of the Debtors
are party, including, without limitation, the NBA License Agreement, provided,
however, that (i) obligations to repay the Panini Lenders pursuant to the
Panini Credit Agreements shall not constitute Panini Indemnified Liabilities
and (ii) the Debtors shall not be responsible for making any royalty payments
owed to or for the benefit of the National Basketball Association under the NBA
License Agreement solely in respect of sticker sales or card sales made by the
Panini Entities from and after

                                       13


<PAGE>



the Consummation Date; provided that Newco shall control the prosecution,
settlement or resolution of such Panini Indemnified Liabilities and provided
further that the Panini Entities shall not assert any claims against Newco in
respect of Panini Indemnified Liabilities that are asserted outside of any
applicable statute of limitations period.

                  "Panini Indemnity" means an indemnity in the form of Exhibit
12 hereto, subject to non-substantive changes, pursuant to which Newco and its
subsidiaries will indemnify and hold harmless the Panini Entities from and
against any and all claims, liabilities, obligations, losses, damages,
distributions, recoveries, penalties, actions, judgments, suits, costs,
expenses (including reasonable fees and expenses of counsel and other
professionals) and disbursements of any kind whatsoever which may at any time
be imposed on, incurred by or asserted against any Panini Entity in any way
relating to, or arising out of directly or indirectly, any contracts or other
agreements to which any of the Debtors are party, including, without
limitation, the NBA License Agreement, provided, however, that (i) obligations
to repay the Panini Lenders pursuant to the Existing Credit Agreements shall
not constitute Panini Indemnified Liabilities and (ii) Newco shall not be
responsible for making any royalty payments owed to or for the benefit of the
National Basketball Association under the NBA License Agreement solely in
respect of sticker sales or card sales made by Panini from and after the
Consummation Date.

                  "Panini Lenders" means each of the holders of Panini
Obligations arising under the Existing Panini Credit Agreements including any
holder of a Panini Obligation through the Panini
Participation Agreements.

                  "Panini Liquidation Event" means the commencement of any
insolvency proceeding under the laws of the Republic of Italy or other
applicable law which mandates the liquidation of Panini.

                  "Panini Obligations" means all of the obligations of the
Panini Entities arising under the Existing Panini Credit Agreements including,
without limitation, outstanding principal, accrued and unpaid interest, fees,
costs, expenses, charges and any other amounts owing under the Existing Panini
Credit Agreements.

                  "Panini Participation Agreement" means, collectively, (i) the
Participation Agreement dated as of August 30, 1994 among Istituto Bancario San
Paolo di Torino, S.p.A., New York Limited Branch, as Italian Lender, The Chase
Manhattan Bank, as Administrative Agent, and the financial institutions
signatory thereto, as participants and (ii) the Participation Agreement dated
as of August 5, 1997 among The Chase Manhattan Bank, as

                                       14


<PAGE>



Lender, The Chase Manhattan Bank, as Administrative Agent, and the financial
institutions signatory thereto, as participants.

                  "Panini Sticker Agreement" means that certain License
Agreement dated as of November 15, 1996 by and between Characters and Panini.

                  "Panini Stock" means all of the issued and outstanding
capital stock of Panini.

                  "Petition Date" means December 27, 1996, the date on which
each of the Debtors filed its voluntary petition for relief under the
Bankruptcy Code.

                  "Plan of Reorganization" means this Plan of Reorganization
dated as of May__, 1998, including, without limitation, the exhibits and
schedules hereto, as the same may be amended or modified from time to time in
accordance with the terms hereof.

                  "Plan Rate" means simple interest at the rate of seven
percent (7%) per annum.

                  "Plan Warrant Agreement" means that certain Warrant Agreement
in the form of Exhibit 13 hereto, subject to non- substantive changes.

                  "Plan Warrants" means warrants exercisable not later than the
fourth (4th) anniversary of the Consummation Date entitling the holder thereof
to acquire one share of Newco Common Stock, subject to customary anti-dilution
protections, based upon an exercise price of seventeen dollars and twenty-five
cents ($17.25) per share and otherwise upon the terms and conditions contained
in the Plan Warrant Agreement.

                  "Priority Non-Tax Claim" means any Claim of a kind specified
in section 507(a)(2), (3), (4), (5), (6), (7) or (9) of the Bankruptcy Code.

                  "Priority Tax Claim" means any Claim of a governmental unit
of the kind specified in section 507(a)(8) of the Bankruptcy Code.

                  "Professional Fee Reimbursement Note" means the note to be
executed by the Litigation Trustee on behalf of the Litigation Trust in the
form of Exhibit 14 hereto, subject to non- substantive changes.

                  "Proponents" means Toy Biz and the Secured Lenders.

                  "Qualifying Transaction" means a transaction to be closed not
later than ten (10) days after the Confirmation Date

                                       15


<PAGE>



to acquire all or a portion of the capital stock of Newco which transaction
generates Net Cash Proceeds equal to or greater than the sum of (i) the Toy Biz
Cash Distribution, (ii) the Required Secured Lender Consideration, and (iii)
the amounts (other than Excess Proceeds) due to holders of Allowed Unsecured
Claims pursuant to Section 4.4(a)(ii) hereof, is otherwise consistent with the
terms of this Plan of Reorganization and has been approved as to the Newco
Guaranty by Requisite Panini Lender Consent not to be unreasonably withheld.

                  "Registration Rights Agreement" means a registration rights
agreement in the form annexed hereto as Exhibit 15, subject to non-substantive
changes.

                  "Reorganization Cases" means the cases commenced under
chapter 11 of the Bankruptcy Code by the Debtors on the Petition Date.

                  "Reorganized" means, with reference to any Debtor, such
Debtor (unless such Debtor is a Debtor for which this Plan of Reorganization is
not confirmed in accordance with Section 5.4 hereof) or any successor in
interest thereto from and after the Consummation Date, including, without
limitation, Newco.

                  "Required Secured Lender Consideration" means four hundred
and thirty five million dollars ($435,000,000) in Cash or such other amount
which has been approved by Requisite Secured Lender Consent.

                  "Requisite Panini Lender Consent" means the written consent
of holders of Designated Contingent Senior Secured Claims holding a majority in
dollar amount of the aggregate Designated Contingent Senior Secured Claims.

                  "Requisite Secured Lender Consent" means the written consent
of holders of Designated Fixed Senior Secured Claims holding at least eighty
five percent (85%) in amount of such Designated Fixed Senior Secured Claims.

                  "Restructured Panini Loan Documents" means loan documents (i)
extending the maturity of the Panini Obligations until thirty-six (36) months
after the earlier of (a) the Consummation Date or (b) March 31, 1998; (ii)
providing that interest in respect of the obligations evidenced by the Existing
Panini Senior Credit Agreements shall be paid monthly at the non-default rate
thereof; (iii) providing that interest in respect of the obligations evidenced
by the Existing Panini Junior Credit Agreements may, at the election of Newco,
be paid in Cash or in kind by the issuance of additional notes on a quarterly
basis on the last day of March, June, September and December until December 31,
1998, in either case at the non-default rate thereof; (iv) containing customary
and reasonable defaults for a

                                       16


<PAGE>



transaction of this nature, it being understood and agreed that all defaults
which predate the Consummation Date shall be waived and that there shall be no
events of default which are inconsistent with the transactions contemplated
hereby; (v) requiring Panini to commence paying interest in respect of the
obligations evidenced by the Existing Panini Junior Credit Agreements, at the
non-default rate thereof, in Cash by making one quarterly Cash interest payment
as of January 1, 1999 (on the principal amount thereof including any
capitalized amounts) in advance, and thereafter making quarterly Cash interest
payments (on the principal amount thereof including any capitalized amounts) in
arrears on the last day of March, June, September and December until maturity,
it being understood that the first quarterly interest payment in arrears will
be due on June 30, 1999 and that no payment will be due on March 31, 1999; (vi)
fixing the non-default rate of interest in respect of the Panini Obligations at
the same rate as in the Existing Panini Credit Agreements; (vii) fixing the
default rate of interest in respect of the Panini Obligations at two hundred
(200) basis points above the non-default rate of interest in the Existing
Panini Credit Agreements; (viii) containing cure periods consistent with those
contained in the Existing Panini Credit Agreements but in no event less than
five (5) Business Days; and (ix) which are otherwise in form and substance
reasonably acceptable to Toy Biz and the Panini Lenders.

                  "Restructured Panini Obligations" means all of the
obligations under the Restructured Panini Loan Documents.

                  "Resulting Claim" means any Claim arising pursuant to section
502(h) of the Bankruptcy Code from the recovery of property under section 550
of the Bankruptcy Code.

                  "Schedules" means the schedules of assets and liabilities and
the statements of financial affairs filed by the Debtors under section 521 of
the Bankruptcy Code and the Official Bankruptcy Forms of the Bankruptcy Rules
as such schedules and statements have been or may be supplemented or amended.

                  "Secured Claim" means a Claim secured by a Lien on Collateral
to the extent of the value of such Collateral, as determined in accordance with
section 506(a) of the Bankruptcy Code or, in the event that such Claim is
subject to setoff under section 553 of the Bankruptcy Code, to the extent of
such setoff.

                  "Secured Lenders" means those holders of Senior Secured
Claims set forth on Exhibit 16 hereof.

                  "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.


                                       17


<PAGE>



                  "Senior Secured Claim" means any Contingent Senior
Secured Claim and any Fixed Senior Secured Claim.

                  "Shareholder Agreement" means a shareholders' agreement by
and between Isaac Perlmutter, Isaac Perlmutter, T.A., Zib Inc., Avi Arad, the
New Investors and the Secured Lenders in form and substance reasonably
acceptable to each of the foregoing and Toy Biz.

                  "Stipulation" means that certain Stipulation and Agreement 
of Settlement dated May _, 1998 by and among Toy Biz, Isaac Perlmutter, Isaac 
Perlmutter T.A., Zib Inc., Avi Arad, Joseph M. Ahearn, James S. Carluccio, 
Alan Fine, James F. Halpin, Morton E. Handel, Alfred A. Piergallini, Donald 
E. Rosenblum, Paul R. Verkuil, Mark Dickstein, Dickstein & Co. L.P., Dickstein
Focus Fund, L.P., Dickstein International Limited, Dickstein Partners L.P., 
DPI, the Trustee, Chase individually and on behalf of those holders of Senior 
Secured Claims which authorize Chase to sign this Stipulation on their behalf 
pursuant to the Master Agreement Amendment, Chase as a holder of a DIP Claim, 
CIBC, Inc. as a holder of a DIP Claim, Goldman Sachs Credit Partners L.P. as
a holder of a DIP Claim, Lehman Commercial Paper Inc. as a holder of a DIP 
Claim, The Long Term Credit Bank of Japan, Ltd., Los Angeles Agency as a 
holder of a DIP Claim and The Sumitomo Bank, Limited as a holder of a DIP Claim.

                  "Stockholder Series A Warrants" means warrants entitling the
holder thereof to acquire one share of Newco Common Stock at an initial
exercise price of twelve dollars($12.00) per share, subject to increase as
provided in the Stockholder Series A Warrant Agreement and subject to customary
anti-dilution protections, which warrants will be issued in one or more series,
with all such warrants having the same Warrant Distribution Date constituting
the same series and with the warrants in each such series being exercisable
until the first (1st) Business Day occurring more than six months after the
Warrant Distribution Date of such series, and otherwise having the terms and
conditions contained in the Stockholder Series A Warrant Agreement.

                  "Stockholder Series B Warrants" means warrants entitling the
holder thereof to acquire one share of Convertible Preferred Stock at an
initial exercise price of ten dollars and sixty-five cents($10.65) per share,
subject to increase as provided in the Stockholder Series B Warrant Agreement
and subject to customary anti-dilution protections, which warrants will be
issued in one or more series, with all such warrants having the same Warrant
Distribution Date constituting the same series and with the warrants in each
such series being exercisable until the first (1st) Business Day occurring more
than six months after the Warrant Distribution Date of such

                                       18


<PAGE>



series, and otherwise having the terms and conditions contained in the
Stockholder Series B Warrant Agreement.

                  "Stockholder Series C Warrants" means warrants exercisable on
or before the fourth (4th) anniversary of the Consummation Date entitling the
holder thereof to acquire one share of Newco Common Stock, subject to customary
anti-dilution protections, based upon an exercise price of eighteen dollars and
fifty cents ($18.50) per share and otherwise upon the terms and conditions
contained in the Stockholder Series C Warrant Agreement.

                  "Stockholder Series A Warrant Agreement" means that certain
Warrant Agreement in the form of Exhibit 17 hereto, subject to non-substantive
changes.

                  "Stockholder Series B Warrant Agreement" means that certain
Warrant Agreement in the form of Exhibit 18 hereto, subject to non-substantive
changes.

                  "Stockholder Series C Warrant Agreement" means that certain
Warrant Agreement in the form of Exhibit 19 hereto, subject to non-substantive
changes.

                  "Subsidiary Equity Interests" means the Equity Interests in
any of the Debtors held by any of the other Debtors.

                  "Term Loan Facility" means a term loan facility or facilities
for Newco and its subsidiaries in the amount of one hundred and forty million
dollars ($140,000,000) secured by all of the assets of Newco upon market rate
terms and conditions and otherwise in form and substance reasonably acceptable
to each of the Proponents.

                  "Toy Biz" means Toy Biz, Inc., a Delaware corporation.

                  "Toy Biz Cash Distribution" means an amount of Cash equal to
the aggregate of (a) two hundred and eighty million dollars ($280,000,000), (b)
any commitment or facility fees actually paid in connection with obtaining
financing commitments required by this Plan of Reorganization, (c) the fees,
expenses and costs of Toy Biz's attorneys, investment bankers, and other
professionals incurred in connection with the Reorganization Cases and the
transactions contemplated hereby, including, without limitation, in connection
with or related to the preparation of any proxy statement, the making of any
securities registration and the solicitation of any proxies for Toy Biz in an
amount not to exceed in the aggregate (i) three million five hundred thousand
dollars ($3,500,000) for the period through and including November 30, 1997,
(ii) one million dollars ($1,000,000) for a fairness opinion, (iii) one
million, five hundred thousand dollars ($1,500,000) as a success fee, and (iv)

                                       19


<PAGE>



an average of six hundred and twenty-five thousand dollars ($625,000) per month
thereafter through and including the Consummation Date, and (d) the Breakup
Fee.

                  "Transaction" means the transactions contemplated by the
Merger Agreement, and/or, to the extent applicable, the documents governing any
Qualifying Transaction.

                  "Transmittal Material" shall mean the materials in the form
of Exhibit 20 hereto, subject to non-substantive changes, which shall be
distributed in connection with all Warrants distributed pursuant to this Plan
of Reorganization.

                  "Trustee" means John J. Gibbons solely in his capacity
as chapter 11 trustee for the Debtors.

                  "Unsecured Claim" means any Claim against a Debtor that is
not an Administration Expense Claim, a Priority Non-Tax Claim, a Priority Tax
Claim, a DIP Claim, a Secured Claim, a Class Securities Litigation Claim or any
deficiency Claim in respect of any Senior Secured Claim.

                  "Unsecured Creditor Payment" means Cash in an amount equal to
fifteen percent (15%) of the aggregate amount of Allowed Unsecured Claims plus
two million dollars ($2,000,000), but in no event more than eight million
dollars ($8,000,000) in the aggregate.

                  "U.S. Trustee" means the United States Trustee appointed 
under section 581, title 28, United States Code to serve in the District of 
Delaware.

                  "Warrant Liquidation Agent" means a financial institution to
be selected by Toy Biz no later than ten (10) days prior to the commencement of
the Confirmation Hearing subject to the approval of each of the Trustee and the
Secured Lenders not to be unreasonably withheld or delayed and retained by
Newco pursuant to the Warrant Liquidation Agency Agreement.

                  "Warrant Liquidation Agency Agreement" means an agreement in
the form of Exhibit 21 hereto, subject to non- substantive changes.

                  "Warrant Distribution Date" means the first to occur of (i)
the date on which Newco substantially completes the distribution of a series of
Warrants to the record holders of the applicable Claims or Equity Interest in
accordance with this Plan of Reorganization, or (ii) the date on which such
Warrants are distributed to the Warrant Liquidation Agent.


                                       20


<PAGE>



                  "Warrants" means the Plan Warrants, the Stockholder
Series A Warrants, the Stockholder Series B Warrants and the
Stockholder Series C Warrants.

                  "Working Capital Facility" means a revolving credit loan
facility for Newco and its subsidiaries in an amount of up to seventy-five
million dollars ($75,000,000) upon market rate terms and conditions and
otherwise in form and substance reasonably acceptable to each of the
Proponents.

         B.       Interpretation; Application of Definitions and Rules of 
                  Construction

                  Unless otherwise specified, all Section, schedule or exhibit
references in this Plan of Reorganization are to the respective Section in,
article of, or schedule or exhibit to, this Plan of Reorganization, as the same
may be amended, waived, or modified from time to time. The words "herein,"
"hereof," "hereto," "hereunder," and other words of similar import refer to
this Plan of Reorganization as a whole and not to any particular Section,
subsection or clause contained in this Plan of Reorganization. Except as
otherwise expressly provided herein, a term used herein that is not defined
herein shall have the meaning assigned to that term in the Bankruptcy Code. The
rules of construction contained in section 102 of the Bankruptcy Code shall
apply to the construction of this Plan of Reorganization. The headings in this
Plan of Reorganization are for convenience of reference only and shall not
limit or otherwise affect the provisions hereof.

         C.       Exhibits and Schedules

                  The Merger Agreement, Charter and Bylaws are contained in a
separate Exhibit Volume filed with the Clerk of the Bankruptcy Court herewith.
All other Exhibits and Schedules to this Plan of Reorganization, including any
materially modified or amended Merger Agreement, Charter or Bylaws, all of
which shall be in form and substance reasonably acceptable to the Proponents,
shall be contained in a supplemental Exhibit Volume that shall be filed with
the Clerk of the Bankruptcy Court five (5) days prior to the commencement of
the Confirmation Hearing or such later date as the Bankruptcy Court may fix.

         SECTION 2.        PROVISIONS FOR PAYMENT OF ADMINISTRATION
                           EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

                  2.1  Administration Expense Claims.

                  On the Consummation Date, each holder of an Allowed
Administration Expense Claim (including all DIP Claims) shall be paid by Newco
on account of such Allowed Administration Expense Claim an amount in Cash equal
to the amount of such Allowed

                                       21


<PAGE>



Administration Expense Claim, except to the extent that any entity entitled to
payment of any Allowed Administration Expense Claim agrees to a different
treatment of such Administration Expense Claim; provided, that Allowed
Administration Expense Claims representing liabilities incurred in the ordinary
course of business by the Debtors in Possession shall be assumed and paid by
Newco in accordance with the terms and subject to the conditions of any
agreements governing, instruments evidencing or other documents relating to
such transactions.

                  This Plan of Reorganization constitutes a motion by the
Proponents to fix a bar date for the filing of Administrative Expense Claims
other than the Administration Expense Claims treated under Section 2.2 hereof,
which shall be a date fixed by
order of the Bankruptcy Court.

                  2.2  Compensation and Reimbursement Claims.

                  All entities seeking an award by the Bankruptcy Court of
compensation for services rendered or reimbursement of expenses incurred
through and including the Consummation Date under section 330 or 503(b)(2) of
the Bankruptcy Code (a) shall file their respective final applications for
allowances of compensation for services rendered and reimbursement of expenses
incurred by the date that is forty-five (45) days after the Consummation Date
and, if granted such an award by the Bankruptcy Court, (b) shall be paid in
full by Newco in such amounts as are allowed by the Bankruptcy Court (i) upon
the later of (A) the Consummation Date, and (B) the date upon which the order
relating to any such Administration Expense Claim becomes a Final Order or (ii)
upon such other terms as may be mutually agreed upon between such holder of an
Administration Expense Claim and the Proponents or, on and after the
Consummation Date, Newco.

                  2.3  Priority Tax Claims.

                  On the Consummation Date, each holder of an Allowed Priority
Tax Claim shall be distributed on account of such Allowed Priority Tax Claim a
payment in Cash equal to the amount of such Allowed Priority Tax Claim.

         SECTION 3.        CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

                   Claims against and Equity Interests in the Debtors are
divided into the following classes:

Class 1  --        Priority Non-Tax Claims

Class 2  --        Senior Secured Claims

         Subclass 2A       --        Fixed Senior Secured Claims

                                       22


<PAGE>



         Subclass 2B       --        Contingent Senior Secured Claims

Class 3  --        Other Secured Claims

         Subclass 3A      --        Entertainment
         Subclass 3B      --        The Asher Candy Company
         Subclass 3C      --        Fleer Corp.
         Subclass 3D      --        Frank H. Fleer Corp.
         Subclass 3E      --        Heroes World Distribution, Inc.
         Subclass 3F      --        Malibu Comics Entertainment, Inc.
         Subclass 3G      --        Marvel Characters, Inc.
         Subclass 3H      --        Marvel Direct Marketing Inc.
         Subclass 3I      --        SkyBox International Inc.

Class 4  --        Unsecured Claims

         Subclass 4A      --        Entertainment
         Subclass 4B      --        The Asher Candy Company
         Subclass 4C      --        Fleer Corp.
         Subclass 4D      --        Frank H. Fleer Corp.
         Subclass 4E      --        Heroes World Distribution, Inc.
         Subclass 4F      --        Malibu Comics Entertainment, Inc.
         Subclass 4G      --        Marvel Characters, Inc.
         Subclass 4H      --        Marvel Direct Marketing Inc.
         Subclass 4I      --        SkyBox International Inc.
         Subclass 4J      --        Intercompany Claims
         Subclass 4K      --        Insider Claims

Class 5  --        Class Securities Litigation Claims

Class 6  --        Equity Interests

         Subclass 6A       --        Entertainment
         Subclass 6B       --        Subsidiary Equity Interests

Class 7  --        Existing Warrants

         SECTION 4.        PROVISIONS FOR TREATMENT OF CLAIMS AND EQUITY 
                           INTERESTS UNDER THE PLAN

                  4.1  Priority Non-Tax Claims (Class 1).

                  On the Consummation Date, each holder of an Allowed Priority
Non-Tax Claim shall be distributed on account of such Allowed Priority Non-Tax
Claim a payment in Cash equal to the amount of its Allowed Priority Non-Tax
Claim.


                                       23


<PAGE>



                  4.2  Senior Secured Claims (Class 2).

                           (a) Allowance of Senior Secured Claims.  On the
Consummation Date, the Claims of each holder of a Senior Secured Claim under
each of the Existing Credit Agreements (other than and to the extent of Claims
beneficially owned or controlled directly, indirectly or by participation by
any entity or Affiliate of any entity that serves or has served as a member of
Entertainment's board of directors) shall be allowed in an amount equal to the
amount owing to such holder under the applicable Existing Credit Agreement as
of the date hereof, together with interest, fees, charges and other amounts
owing under the Existing Credit Agreement through the Consummation Date, but in
no event more than an amount equal to the sum of (i) the value of the
Collateral as of the Consummation Date securing such Senior Secured Claim, (ii)
any Claim for adequate protection relating to the Collateral, arising out of
that certain Revolving Credit Guaranty Agreement by and among Entertainment,
the other Debtors and Chase dated December 27, 1996, the order entered by the
Bankruptcy Court on January 24, 1997, or any amendments entered into or further
orders entered by the Bankruptcy Court with respect to either of the foregoing,
and (iii) the aggregate amount the holders of Senior Secured Claims would have
been entitled to in respect of any deficiency Claim to which such holders would
have been entitled if such deficiency Claims were classified as Unsecured
Claims in section 4.4 hereof.


                           (b) Treatment of Allowed Fixed Senior Secured
Claims (Subclass 2A).

                               (i) No Qualifying Transaction.

                                    (A) Distributions.  In the event that
no Qualifying Transaction closes, each holder of an Allowed Fixed Senior
Secured Claim shall be distributed, subject to increase or decrease pursuant to
Section 9.5 hereof, on the Consummation Date, in full and complete satisfaction
and discharge of its Fixed Senior Secured Claims, its Ratable Proportion of:

         (1) two hundred and thirty million, two hundred and fifty thousand
dollars ($230,250,000) in Cash less the sum of (a) the actual amount
distributed to the holders of DIP Claims from the proceeds of a sale or other
disposition of the Confection Business, (b) all amounts paid to satisfy DIP
Claims in full (exclusive of any increase in the amount of the DIP Claims from
and after October 7, 1997 including, without limitation, any interest or
charges which may accrue and all amounts advanced under the DIP Credit
Agreements), and (c) the Excess Administration Claims Amount;


                                       24


<PAGE>



         (2) eleven million, six hundred thousand (11,600,000) shares
of Newco Common Stock;

         (3) seven million nine hundred thousand (7,900,000) shares of
Convertible Preferred Stock;

         (4) the Excess Administration Claims Note;

         (5) one thousand (1,000) shares of new common stock of each of the
Debtors other than Entertainment representing one hundred percent (100%) of the
issued and outstanding stock of such Debtors, which stock shall be transferred
to Newco in accordance with section 6.15 hereof;

         (6) the right to purchase up to thirty million dollars ($30,000,000)
of Convertible Preferred Stock of Newco as New Investors that would otherwise
be issued to the New Investors set forth on Exhibit 11; and

         (7) four and nine tenths percent(4.9%) of the Net Avoidance Litigation
Proceeds to be distributed pursuant to Section 7.4(a) hereof.

Subject to the preceding sentence and without duplication, Chase and the
holders of Senior Secured Claims shall be reimbursed for all of the
professional fees, costs and expenses of professionals engaged by Chase in its
capacity as agent or to act on behalf of all holders of Senior Secured Claims,
including, without limitation, all fees and expenses of counsel and financial
advisors incurred in connection with the Reorganization Cases, it being
understood that(a) to the extent that there is an Excess Administration Claims
Amount, an amount equal to all or a portion of such fees may be included in the
Excess Administration Claims Note as set forth above, and (b) in no event shall
the aggregate value (as of the Consummation Date) of the property distributed
to holders of Fixed Senior Secured Claims exceed the amount of such Fixed
Senior Secured Claims or the sum of (i) the value (as of the Consummation
Date), of the collateral securing such Fixed Senior Secured Claims, (ii) any
Claim for adequate protection relating to the collateral, arising out of that
certain Revolving Credit Guaranty Agreement by and among Entertainment, the
other Debtors and Chase dated December 27, 1996, the order entered by the
Bankruptcy Court on January 24, 1997, or any amendments entered into or further
orders entered by the Bankruptcy Court with respect to either of the foregoing,
and (iii) the aggregate amount the holders of Senior Secured Claims would have
been entitled to in respect of any deficiency Claims to which such holders
would have been entitled if such deficiency Claims were classified as Unsecured
Claims in section 4.4 hereof.

                           (B) Panini Obligations.  All Intercompany Agreements
shall remain in full force and effect unless (a)

                                       25


<PAGE>



modified or terminated in the ordinary course of business or pursuant to the
Plan of Reorganization or (b) the Proponents agree in writing otherwise.

                           (ii)  Qualifying Transaction.  In the event of a
Qualifying Transaction, each holder of an Allowed Fixed Senior Secured Claim
shall be distributed on the Consummation Date, in full and complete
satisfaction and discharge of its Fixed Senior Secured Claims, its Ratable
Proportion of all consideration received in connection with such transaction
other than (i) the Toy Biz Cash Distribution, and (ii) any property to be
distributed pursuant to Sections 2, 4.1, 4.2(c), 4.3, 4.4, 4.5 and 4.6 hereof;
provided, however, that in no event shall the holders of Allowed Fixed Senior
Secured Claims receive more than payment in full in accordance with the
Existing Fleer Credit Agreements.

                           (c) Treatment of Allowed Contingent Senior Secured 
Claims (Subclass 2B).

                 (i) No Panini Liquidation Event. If no Panini
Liquidation Event occurs on or prior to Consummation Date, the holders of
Allowed Contingent Senior Secured Claims shall receive, in full and complete
satisfaction and discharge of their Contingent Senior Secured Claims, the Newco
Guaranty of the
Restructured Panini Obligations.

                   (ii) Panini Liquidation Event. If a Panini
Liquidation Event occurs on or prior to Consummation Date, the holders of
Allowed Contingent Senior Secured Claims shall receive, in full and complete
satisfaction and discharge of their Contingent Senior Secured Claims, their
Ratable Proportion of the
New Panini Securities.

                  4.3  Other Secured Claims (Class 3).

                  On the Consummation Date, each holder of an Allowed Other
Secured Claim in each subclass of Class 3 (Other Secured Claims) shall in full
and complete satisfaction and discharge of its Other Secured Claim (a) be
distributed on account of such Allowed Other Secured Claim Cash equal to such
Allowed Other Secured Claim, (b) be distributed on account of such Allowed
Other Secured Claim the Collateral securing such Allowed Other Secured Claim or
(c) have such Allowed Other Secured Claim reinstated as against the applicable
Reorganized Debtor and made unimpaired in accordance with section 1124(2) of
the Bankruptcy Code, notwithstanding any contractual provision or applicable
non-bankruptcy law that entitles the holder of an Allowed Other Secured Claim
to demand and receive payment of such Claim prior to the stated maturity of
such Claim from and after the occurrence of a default. Such treatment shall be
determined by the Proponents.

                                       26


<PAGE>



                  4.4  Unsecured Claims (Class 4).

                           (a)      Distributions.

                                    (i) No Qualifying Transaction.

                  In the event that no Qualifying Transaction occurs and except
as set forth in Sections 4.4(b) and 4.4(c) hereof, in full and complete 
satisfaction and discharge of its Allowed Unsecured Claim, each holder of an 
Allowed Unsecured Claim in each of Subclass 4A (Entertainment), Subclass 4B 
(The Asher Candy Company), Subclass 4C (Fleer Corp.), Subclass 4D (Frank H. 
Fleer Corp.), Subclass 4E (Heroes World Distribution, Inc.), Subclass 4F 
(Malibu Comics Entertainment, Inc.), Subclass 4G (Marvel Characters, Inc.), 
Subclass 4H (Marvel Direct Marketing Inc.) and Subclass 4I (Skybox International
Inc.) of Class 4 (Unsecured Claims) shall, to the extent not paid prior to the 
Consummation Date, be distributed, subject to increase or decrease pursuant to 
Section 9.5 hereof:

         (1) its Ratable Proportion of the Unsecured Creditor Payment;

         (2) its Ratable Proportion of one million (1,000,000) Plan Warrants
plus three (3) Plan Warrants for each eighty dollars ($80) of Allowed Unsecured
Claim in excess of twenty million dollars ($20,000,000) but in no event more
than one million seven hundred and fifty thousand (1,750,000) Plan Warrants in
the aggregate;

         (3) its Ratable Proportion of the thirty percent (30%) interest in the
Net Avoidance Litigation Proceeds to be distributed pursuant to Section 7.4(b)
hereof;

         (4) its Ratable Proportion of the thirty percent (30%) interest in the
Net MAFCO Litigation Proceeds to be distributed pursuant to Section 7.4(b)
hereof; and

         (5) its Ratable Proportion of the thirty percent (30%) interest in the
Net Litigation Proceeds to be distributed pursuant to Section 7.4(b) hereof;

it being understood that distributions in respect of items (4) and (5) above
shall in all events be limited so that no holder of an Allowed Unsecured Claim
shall receive more than payment in full plus interest at the Plan Rate from
after the Consummation Date.

                                    (ii) Qualifying Transaction.

                   In the event that a Qualifying Transaction occurs and except
 as set forth in Sections 4.4(b) and 4.4(c)

                                       27


<PAGE>



hereof, in full and complete satisfaction and discharge of its Allowed
Unsecured Claim, each holder of an Allowed Unsecured Claim in each of Subclass
4A (Entertainment), Subclass 4B (The Asher Candy Company), Subclass 4C (Fleer
Corp.), Subclass 4D (Frank H. Fleer Corp.), Subclass 4E (Heroes World
Distribution, Inc.), Subclass 4F (Malibu Comics Entertainment, Inc.), Subclass
4G (Marvel Characters, Inc.), Subclass 4H (Marvel Direct Marketing Inc.) and
Subclass 4I (Skybox International Inc.) of Class 4 (Unsecured Claims) shall, to
the extent not paid prior to the Consummation Date, be distributed the same
property as set forth in Section 4.4(a)(i) above except that each holder of an
Allowed Unsecured Claim shall receive in lieu of the Plan Warrants to be
distributed pursuant to Section 4.4(a)(i)(2) above one dollar and thirty cents
($1.30) for each Plan Warrant which would have otherwise been distributed to
such holder. In addition, holders of Allowed Unsecured Claims shall receive all
Excess Proceeds until all holders of Allowed Unsecured Claims have received
payment in full. Notwithstanding anything else contained herein to the
contrary, each of the foregoing Subclasses that does not vote as a Subclass to
accept this Plan of Reorganization shall not receive the right to any
distributions in respect of Net Litigation Proceeds, Net Mafco Litigation
Proceeds or Net Avoidance Litigation Proceeds and shall not receive any Cash
distribution in lieu of Plan Warrants.

                           (b)     Intercompany Claims.   Each holder of an
Allowed Intercompany Claim shall receive, in full and complete satisfaction and
discharge of its Intercompany Claim, its Ratable Proportion of one dollar ($1).
In lieu thereof, at the election of the Proponents, any Intercompany Claims
shall be treated as contributions to the capital of the obligor on such
Intercompany Claims.

                           (c)     Insider Claims.  Each holder of an Allowed
Insider Claim shall receive, in full and complete satisfaction and discharge of
its Insider Claim, its Ratable Proportion of one dollar ($1) and, in the event
a Qualifying Transaction closes pursuant to which holders of Fixed Senior
Secured Claims and holders of all other Unsecured Claims (other than
Intercompany Claims) are paid in full, all Excess Proceeds not distributed to
holders of Unsecured Claims.

                  4.5  Class Securities Litigation Claims (Class 5).

                           (a)     Distributions. Subject to allocation between
holders of Allowed Class Securities Litigation Claims and holders of Allowed
Equity Interests in Subclass 6A (Entertainment) of Class 6 (Equity Interests)
in accordance with Section 4.5(b) hereof, each holder of an Allowed Class
Securities Litigation Claim shall be distributed, in full and complete
satisfaction and discharge of its Allowed Class Securities Litigation on
account of such Allowed Class Securities Litigation Claim its Ratable





                                       28


<PAGE>



Proportion of (i) four million (4,000,000) Stockholder Series A Warrants, (ii)
three million (3,000,000) Stockholder Series B Warrants, (iii) five million
(5,000,000) Stockholder Series C Warrants, and (iv) Net MAFCO Litigation
Proceeds in the amounts set forth in Section 7.4 below, and, in the event a
Qualifying Transaction closes pursuant to which holders of Fixed Senior Secured
Claims and holders of Unsecured Claims are paid in full, all Excess Proceeds
not distributed to holders of Unsecured Claims. The number of Warrants
distributed hereunder is subject to increase or decrease pursuant to Section
9.5 hereof.

                           (b)      Calculation of Distribution. For purposes of
effecting distributions hereunder on account of Allowed Class Securities
Litigation Claims and Allowed Equity Interests in Subclass 6A (Entertainment)
of Class 6 (Equity Interests), any judgment evidencing any Allowed Class
Securities Litigation Claim shall be converted into an implied number of shares
of common stock of Entertainment calculated as the quotient of (i) the
aggregate amount of any such judgment, divided by (ii) the average of intraday
high and low average sales prices of a share of common stock of Entertainment
on the New York Stock Exchange, as reported in The Wall Street Journal
(National Edition) for the ten consecutive trading days ending on the trading
day immediately preceding the date of the commencement of any action underlying
any Allowed Class Securities Litigation Claim.

                           (c)      Parity of and Limitation on Distributions.
The distributions to be made under this Section 4.5 on account of Allowed Class
Securities Litigation Claims shall be made on the basis of parity with the
Equity Interests in Subclass 6A (Entertainment) of Class 6 (Equity Interests)
and subject to the limitation that holders of Allowed Class Securities
Litigation Claims and Equity Interests in Subclass 6A (Entertainment) of Class
6 (Equity Interests) shall only be entitled to a single recovery on account of
such Claims and Equity Interests.

                  4.6  Equity Interests (Class 6).

                           (a)      Entertainment (Subclass 6A).

                    (i) Distributions. Subject to allocation
between holders of Allowed Class Securities Litigation Claims and holders of
Allowed Equity Interests in Subclass 6A (Entertainment) of Class 6 (Equity
Interests) in accordance with Section 4.5(b) and 4.5(c) hereof, each holder of
an Allowed Equity Interest in Subclass 6A (Entertainment) of Class 6 (Equity
Interests) shall be distributed, in full and complete satisfaction and
discharge of such Allowed Equity Interest, on account of such Allowed Equity
Interest its Ratable Proportion of (i) four million (4,000,000) Stockholder
Series A Warrants, (ii) three million (3,000,000) Stockholder Series B
Warrants, (iii) five million (5,000,000) Stockholder Series C Warrants, and
(iv)

                                       29


<PAGE>



Net MAFCO Litigation Proceeds in the amounts set forth in Section 7.4 below,
and in the event a Qualifying Transaction closes pursuant to which holders of
Fixed Senior Secured Claims and holders of Unsecured Claims are paid in full,
all Excess Proceeds not distributed to holders of Unsecured Claims. The number
of Warrants distributed hereunder is subject to increase or decrease pursuant
to Section 9.5 hereof.

                                    (ii)  Parity of and Limitation on
Distributions. The distributions to be made under this Section 4.6 on account
of Equity Interests in Subclass 6A (Entertainment) of Class 6 (Equity
Interests) shall be made on the basis of parity with the Allowed Class
Securities Litigation Claims and subject to the limitation that holders of
Allowed Class Securities Litigation Claims and Equity Interests in Subclass 6A
(Entertainment) of Class 6 (Equity Interests) shall only be entitled to a
single recovery on account of such Claims and Equity Interests.

                           (b)      Subsidiary Equity Interest (Subclass 6B). On
the Consummation Date, all Subsidiary Equity Interests shall be canceled, and
the holders of Subsidiary Equity Interests shall not be entitled to, and shall
not, receive or retain any property or interest in property on account of such
Subsidiary Equity Interest.

                  4.7  Existing Warrants (Class 7).

                  On the Consummation Date, the Existing Warrants shall be
canceled, and the holders of Existing Warrants shall not be entitled to, and
shall not, receive or retain any property or interest in property on account of
such Equity Interests in Class 7 (Existing Warrants).

         SECTION 5.        IDENTIFICATION OF CLASSES OF CLAIMS AND
                           INTERESTS IMPAIRED AND NOT IMPAIRED UNDER THE
                           PLAN; ACCEPTANCE OR REJECTION OF THE PLAN

                  5.1  Holders of Claims and Equity Interests Entitled to Vote.

                  Each of Class 1 (Priority Non-Tax Claims), Class 2 (Senior
Secured Claims), Class 3 (Other Secured Claims), Class 4 (Unsecured Claims),
Class 5 (Class Securities Litigation Claims), Subclass 6A (Marvel Entertainment
Group) of Class 6 (Equity Interests), Subclass 6B (Subsidiary Equity Interests)
of Class 6 (Equity Interests) and Class 7 (Existing Warrants) and, as
applicable, each subclass thereof, are impaired hereunder, and the holders of
Claims in each of Class 1 (Priority Non-Tax Claims), Class 2 (Senior Secured
Claims), Class 4 (Unsecured Claims), Class 5 (Class Securities Litigation
Claims) and Subclass 6A (Entertainment) of Class 6 (Equity Interests) and, as

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<PAGE>



applicable, each subclass thereof, are entitled to vote separately to accept or
reject this Plan of Reorganization as provided in the order of the Bankruptcy
Court fixing the Ballot Date and otherwise governing the balloting procedures
applicable to this Plan of Reorganization. Holders of Claims in Subclass 4J
(Intercompany Claims) of Class 4 (Unsecured Claims) and Equity Interests in
Subclass 6B (Subsidiary Equity Interests) of Class 6 (Equity Interests) and
Class 7 (Existing Warrants) are not entitled to vote on this Plan of
Reorganization and are presumed to have rejected it in accordance with section
1126(g) of the Bankruptcy Code.

                  For purposes of calculating the number of Allowed Claims held
by holders of Allowed Claims that have voted to accept or reject this Plan of
Reorganization under section 1126(c) of the Bankruptcy Code, all Allowed Claims
held by any entity of any Affiliate thereof that acquired record ownership of
such Allowed Claims after the Petition Date shall be aggregated and treated as
one Allowed Claim.

                  5.2  Subtraction and Addition of Classes and Subclasses.

                           (a)      Subtraction of Classes and Subclasses.  Any
class or subclass of Claims that does not contain as an element thereof an
Allowed Claim or a Claim temporarily allowed under Bankruptcy Rule 3018 as of
the date of the commencement of the Confirmation Hearing shall be deemed
subtracted from this Plan of Reorganization for purposes of voting to accept or
reject this Plan of Reorganization and for purposes of determining acceptance
or rejection of this Plan of Reorganization by such class or subclass under
section 1129(a)(8) of the Bankruptcy Code.

                           (b)      Addition of Classes and Subclasses.  In the
event that any subclass of Class 3 (Other Secured Claims) would contain as
elements thereof two or more Secured Claims collateralized by different
properties or interests in property or collateralized by Liens against the same
property or interest in property having different priority, such claims shall
be divided into separate subclasses of such subclass of Class 3 (Other Secured
Claims).

                  5.3  Nonconsensual Confirmation.

                  In the event that any impaired class of Claims or Equity
Interests entitled to vote shall not accept this Plan of Reorganization by the
requisite statutory majorities provided in section 1126(c) or 1126(d) of the
Bankruptcy Code, as applicable, after giving effect to any vote designated
under section 1126(e) of the Bankruptcy Code, the Proponents shall move to have
the Bankruptcy Court confirm this Plan of Reorganization under section 1129(b)
of the Bankruptcy Code notwithstanding such

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<PAGE>



rejection and notwithstanding the deemed rejection of this Plan of
Reorganization by holders of Equity Interests in Subclass 6B (Subsidiary Equity
Interests) of Class 6 (Equity Interests) and Existing Warrants in Class 7
(Existing Warrants) in accordance
with Section 5.1 hereof.

                  5.4  Severability of Plan of Reorganization.

                  This Plan of Reorganization is, severally, a plan of
reorganization for each of the Debtors. In the event that this Plan of
Reorganization is not confirmed for all Debtors, then this Plan of
Reorganization may not be confirmed for any Debtor without the consent of each
of the Proponents, provided, however, that this Plan of Reorganization may be
confirmed if it can be confirmed for all Debtors other than Immaterial Debtors.

         SECTION 6.        MEANS OF IMPLEMENTATION

                  6.1 Closing of Transaction.

                  On the Consummation Date, the closing of the Transaction
shall occur in accordance with the Merger Agreement and, in the event of a
Qualifying Transaction, any other applicable document on the terms and subject
to the conditions contained in such Merger Agreement and/or other applicable
document, free and clear of all Liens, claims, encumbrances and interests. In
connection therewith, all outstanding letters of credit or other similar
obligations as set forth on Schedule 6.1 hereto issued for the account of any
of the Debtors or the Debtors in Possession under the Existing Credit
Agreements or the DIP Credit Agreement, as applicable, shall be (a) canceled
and terminated with Chase receiving releases reasonably acceptable to Chase
from the beneficiaries thereof, or (b) Newco shall issue a back to back letter
of credit in form and substance reasonably acceptable to Chase.

                  6.2  Derivative Securities Litigation Claims.

                  Any derivative securities litigation claims are property of
the estate of Entertainment under section 541 of the Bankruptcy Code and shall
become the property of Newco.


                  6.3  Board of Directors of the Reorganized Debtors.

                  The initial Board of Directors of Newco shall consist of six
(6) individuals designated by Toy Biz and the New Investors and five (5)
individuals designated by the Secured Lenders. The initial members of the Board
of Directors of Newco, assuming its formation, are or shall be stated in the
Disclosure Statement under "GENERAL INFORMATION - Board of Directors and

                                       32


<PAGE>



Executive Officers of the Reorganized Debtors" or an amendment or supplement to
the Disclosure Statement or such other filing as may be made with the
Bankruptcy Court. Thereafter, and subject to the Shareholder Agreement, the
Board of Directors of Newco shall be elected in accordance with the Charter and
Bylaws.

                  6.4  Officers of the Reorganized Debtors.

                  The initial officers of Newco shall be determined by the
Proponents. The selection of officers of the Reorganized Debtors after the
Consummation Date shall be as provided in the Charter and Bylaws.

                  6.5  Distribution to New Investors.

                  In the event that no Qualifying Transaction closes, the New
Investors shall receive nine million (9,000,000) shares of Convertible
Preferred Stock on the Consummation Date in exchange for ninety million dollars
($90,000,000) in Cash.

                  6.6  Toy Biz Distribution.

                           (a)      No Qualifying Transaction.

                  In the event that no Qualifying Transaction closes, holders
of Toy Biz common stock (other than the Debtors) shall receive on the
Consummation Date twenty million, three hundred fifty-two thousand, one hundred
twenty-seven (20,352,127) shares of Newco Common Stock, and such shares shall
be distributed to holders of Toy Biz common stock on the Consummation Date.

                           (b)      Qualifying Transaction.

                  In the event that a Qualifying Transaction closes, holders of
Toy Biz common stock (other than the Debtors) shall receive on the Consummation
Date an amount of Cash equal to the Toy Biz Cash Distribution less the Breakup
Fee and certain professional fees which net amount shall be payable in
immediately available funds in accordance with instructions to be provided to
the Debtors by Toy Biz on or before the Consummation Date.

                  6.7  Fees to New Investors.

                           (a)    Professional Fees.  On the Consummation Date,
DPI as a New Investor committing to purchase Convertible Preferred Stock under
the Convertible Preferred Stock Purchase Agreement shall be reimbursed by Newco
in an amount not to exceed two hundred thousand dollars ($200,000) for all of
the professional fees, costs and expenses incurred solely in connection with
the preparation and negotiation of the

                                       33


<PAGE>



Convertible Preferred Stock Purchase Agreement and related agreements and
documentation, it being understood that DPI shall not be reimbursed for any
other professional fees, costs or expenses relating to these Reorganization
Cases paid to its personal counsel including, without limitation, any
litigation relating to the Reorganization Cases, this Plan of Reorganization,
the Convertible Preferred Stock Purchase Agreement or Toy Biz.

                           (b)      Breakup Fee.  In the event that a Qualifying
Transaction closes, the Breakup Fee shall be payable in Cash in immediately
available funds to DPI or its assignees.

                  6.8  Dissolution of Committees.

                  On the Consummation Date, all statutory committees (other
than the Creditors Committee to the extent provided in Section 6.16 hereof)
appointed by the U.S. Trustee in the Reorganization Cases shall automatically
dissolve and such committees shall cease to exercise any functions and be
divested of all rights, powers and duties.

                  6.9 Transfer of Panini. All Intercompany Agreements between
the Panini Entities and Marvel or any of its Affiliates, including, without
limitation, any material licensing agreement designated by the holders of a
majority of the Senior Secured Claims, shall remain in full force and effect
unless modified or terminated in the ordinary course of business or the holders
of the Senior Secured Claims and Toy Biz otherwise agree in writing.

                  6.10  Newco Financing.

                  In the event that no Qualifying Transaction closes, Toy Biz
shall arrange for Newco to obtain the Term Loan Facility, the Working Capital
Facility and investors to purchase ninety million dollars ($90,000,000) of
Convertible Preferred Stock for ninety million dollars ($90,000,000) in Cash.

                  6.11  Vote of Characters' Toy Biz Stock.

                  As of the Consummation Date, Characters shall be deemed to
have voted all of its Toy Biz common stock in favor of the Merger Agreement,
any Qualifying Transaction and the transactions contemplated hereby.

                  6.12  Forgiveness of Panini Obligations.

                  On the Consummation Date, each of the Debtors shall forgive
all monetary obligations of Panini to such Debtor due and payable as of
December 31, 1997.


                                       34


<PAGE>



                  6.13  Panini Indemnity.

                  On the Consummation Date, Newco shall execute and deliver the
Panini Indemnity.

                  6.14 Outstanding Toy Biz Stock Interests. Any outstanding Toy
Biz preferred stock or stock options shall be eliminated prior to the
Consummation Date or will only dilute the Newco Common Stock to be distributed
pursuant to Section 6.6 hereof.

                  6.15  Distribution of Subsidiary Equity Interests.

                  In connection with and in consideration for the distributions
to be made under section 4.2(b)(i) hereof by Entertainment on account of the 
Allowed Fixed Senior Secured Claims, each holder of a Fixed Senior Secured 
Claim shall transfer to Entertainment, and Entertainment shall acquire by 
subrogation, all Fixed Senior Secured Claims against any Debtor other than 
Entertainment. The distributions of shares of new common stock of Debtors 
other than Entertainment provided for under section 4.2(b)(i)(A)(5) hereof 
shall be made directly to Newco.

                  6.16  Continuation of Creditors Committee.

                  From and after the Consummation Date, the Creditors Committee
may continue to exist for the sole purpose of monitoring the Claims objection
process, it being understood that the reasonable professional fees and expenses
of the Creditors Committee and the expenses of its members shall be paid by the
Litigation Trust in an amount not to exceed one hundred thousand dollars
($100,000) and that neither Newco nor any of its subsidiaries or affiliates
shall have any liability therefor.

                  6.17 Right to Object to Fees.

                  Nothing contained herein shall be construed as in any way
limiting the right of any party in interest to object to any of the fees and
expenses of any professionals retained pursuant to sections 327, 328 or 1103 of
the Bankruptcy Code.

                  6.18  Certain Securities Law Matters.

                  In the event that the Confirmation Order does not determine 
that the Newco Common Stock issuable on exercise of the Plan Warrants, 
Stockholder Series A Warrants and the Stockholder Series C Warrants, the 
Convertible Preferred Stock issuable on exercise of the Stockholder Series B 
Warrants and the Newco Common Stock issuable on exercise of that Convertible
Preferred Stock are exempt from the registration requirements of the

                                       35


<PAGE>



Securities Act of 1933, as amended, and state blue sky laws pursuant to the
exemption afforded by Section 1145 of the Bankruptcy Code, Newco will either
obtain a no action letter from the Securities and Exchange Commission that
those issuances are exempt from the registration requirements of the Securities
Act of 1933, as amended, pursuant to the exemption afforded by Section 1145 of
the Bankruptcy Code or it will register those issuances under the Securities
Act. Newco shall use its reasonable best efforts to cause the Convertible
Preferred Stock, Plan Warrants and Stockholder Series C Warrants to be listed
on the New York Stock Exchange or the American Stock Exchange at the time of,
or as promptly as reasonably practicable after, the Consummation Date. Newco
shall remain subject to the reporting requirements of Section 13(a) of the
Securities Exchange Act of 1934, as amended, and shall file all reports
required to be filed thereunder with the Securities and Exchange Commission
until Rule 144(k) under the Securities Act becomes applicable to resales of the
Stockholder Series C Warrants, shares of Common Stock and Convertible Preferred
Stock issued on exercise of Warrants and shares of Common Stock issuable on
exercise of those shares of Convertible Preferred Stock, other than resales for
the account of persons who are at the time of such resale, or have been within
the three months preceding such resale, affiliates of Newco. Pursuant to the
Registration Rights Agreement, Newco shall use its reasonable best efforts to
have the Securities and Exchange Commission declare effective, as promptly as
reasonably practicable after the Consummation Date, a registration statement
under the Securities Act registering the resale of those share of Convertible
Preferred Stock acquired by the New Investors including, without limitation,
holders of Fixed Senior Secured Claims pursuant to Section 4.2(b)(i)(A)(6)
hereof.

         SECTION 7.        LITIGATION TRUST

                  7.1 Assignment of Rights.

                  On the Consummation Date, each of the Debtors and the
Litigation Trustee shall execute and deliver the Litigation Trust Agreement
pursuant to which (i) the Debtors shall grant, assign, transfer, convey and
deliver to the Litigation Trustee, without representation, warranty or
recourse, for the benefit of the Beneficiaries all of the Debtors' right, title
and interest in and to any and all Litigation Claims, and (ii) pursuant to the
Litigation Trust Agreement, the Litigation Trustee shall accept the rights and
properties assigned and transferred to it and the trust imposed upon it, agree
to retain and enforce the Litigation Claims for the benefit of the
Beneficiaries, further agree to be appointed for such purpose under section
1123(b)(3)(B) of the Bankruptcy Code and hold the Net Litigation Proceeds, the
Net Avoidance Litigation Proceeds and the Net MAFCO Litigation Proceeds in
trust for the Beneficiaries.

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<PAGE>



                  7.2  Control of Litigation.

                  Except as set forth in this Section 7.2, the Litigation
Trustee shall have the full power and discretion to select and to hire
professionals, and to initiate, to prosecute, to supervise, to direct, to
compromise and to settle all Litigation Claims. Notwithstanding the foregoing,
Newco may, in its sole and absolute discretion, direct the Litigation Trustee
to dismiss with prejudice, to compromise or to settle any Cause of Action
against any person or entity which is a provider of goods or services to Newco
or party to any licensing arrangement with Newco, or, in each case, any of its
direct or indirect subsidiaries, at any time from and after the Consummation
Date which Newco reasonably believes could have an adverse effect on its
business.

                  7.3  Liability of Trustee.

                  The Trustee shall not have any liability for any of its acts
or omissions in connection with the selection and hiring of professionals, or
the initiation, prosecution, supervision, direction, compromising or settling
of any Litigation Claims, except in the case of its gross negligence,
recklessness or its own intentional or wanton misconduct, and in no event shall
be liable for any action taken in reliance upon the advice of professionals
selected with due care in respect of the subject matter in question.
Notwithstanding the foregoing, the Litigation Trustee may, without liability
therefor, retain the services of any professional services firm with which the
Litigation Trustee is affiliated.

                  7.4 Distribution of Net Litigation Proceeds, Net Avoidance
Litigation Proceeds and Net MAFCO Litigation Proceeds. Net Litigation Proceeds,
Net Avoidance Litigation Proceeds and Net MAFCO Litigation Proceeds shall be
distributed as follows:

                  (a) four and nine tenths percent (4.9%) of the Net Avoidance
Litigation Proceeds shall be distributed to the holders of Allowed Fixed Senior
Secured Claims pursuant to Section
4.2(b)(i)(7) hereof.

                  (b) thirty percent (30%) of Net Litigation Proceeds, thirty
percent (30%) of Net MAFCO Litigation Proceeds and thirty percent (30%) of Net
Avoidance Litigation Proceeds shall be distributed to the holders of Allowed
Unsecured Claims pursuant to Section 4.4 hereof; it being understood that
distributions in respect of Net MAFCO Litigation Proceeds and Net Litigation
Proceeds shall in all events be limited so that no holder of an Allowed
Unsecured Claim shall receive more than payment in full plus interest at the
Plan Rate.


                                       37


<PAGE>



                  (c) seventy percent (70%) of Net MAFCO Litigation Proceeds
shall be distributed to the holders of Allowed Class Securities Litigation
Claims and Allowed Equity Interests in Entertainment pursuant to Sections 4.5
and 4.6(a) hereof.

                  (d) seventy percent (70%) of Net Litigation Proceeds and
sixty five and one tenth percent (65.1%) of Net Avoidance Litigation Proceeds
shall be distributed to Newco.

From and after the date that holders of Allowed Unsecured Claims shall have
been paid in full together with interest at the Plan Rate, Net MAFCO Litigation
Proceeds otherwise payable to holders of Allowed Unsecured Claims shall be
payable to holders of Allowed Securities Litigation Claims (Class 5) and
holders of Allowed Equity Interests (Class 6A) in Entertainment. From and after
the date that holders of Allowed Unsecured Claims shall have been paid in full
together with interest at the Plan Rate, Net Litigation Proceeds otherwise
payable to holders of Allowed Unsecured Claims shall be payable to Newco.

                  7.5 Professional Fees and Expenses. On the Consummation Date,
Newco shall execute and deliver to the Litigation Trustee the Litigation Trust
Loan Agreement pursuant to which it shall agree for a period of five (5) years
from and after the Consummation Date to make loans to the Litigation Trust for
the payment of all professional fees and expenses of the Litigation Trustee in
an amount not to exceed two million one hundred thousand dollars ($2,100,000)
in the aggregate, it being understood that one hundred thousand dollars of such
amount shall be for the exclusive purpose of paying fees and expenses of the
Creditors Committee which may become due and payable pursuant to Section 6.16
hereof. On the Consummation Date, the Litigation Trustee shall execute and
deliver to Newco the Professional Fee Reimbursement Note pursuant to which the
Litigation Trust shall be obligated to reimburse Newco for any and all sums
advanced pursuant to the Litigation Trust Loan Agreement together with simple
interest at the rate of ten percent (10%) per annum which obligation shall be
secured by a valid, binding, enforceable, perfected, first priority security
interest in and lien against all assets of the Litigation Trust. On the
Consummation Date and thereafter whenever reasonably requested to do so by
Newco, the Litigation Trustee shall execute and deliver UCC-1 financing
statements and any other documents or interests requested by Newco to evidence
a perfected first priority security interest in and lien against all assets of
the Litigation Trust to secure repayment of the Professional Fee Reimbursement
Note. After payment in full of the Professional Fee Reimbursement Note, the
Litigation Trustee shall have the right, but not the obligation, to reserve all
or a portion of any recoveries realized by the Litigation Trustee to pay for
future professional fees and expenses.

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<PAGE>



                  7.6 Commencement of Avoidance Actions. Unless otherwise
authorized by the Court, the Litigation Trustee may not commence actions under
sections 510, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code
later than four (4) months after the Consummation Date.

                  7.7  Reduction of Judgment and Indemnifications. It is
the intention of the Proponents and the Creditors Committee that no Exculpated 
Person shall have any liability to any person or entity, including, without 
limitation, liability with respect to claims in the nature of contribution or 
indemnification, however denominated or described, in connection with, arising 
out of or in any way related to Litigation Claims asserted or threatened by
the Litigation Trust and that any such claims-over shall be extinguished and/or
satisfied as provided herein.

                  (a) No Exculpated Person shall have any liability to any
person or entity for contribution or indemnification with respect to any
Litigation Claim asserted or threatened by the Litigation Trust and the
Litigation Trust (i) shall treat as a reduction or credit against any judgment
or settlement it may obtain against any person or entity the full amount of any
judgment or settlement such person or entity may obtain against any Exculpated
Person on whatsoever theory (whether by way of third- or subsequent
party-complaint, cross-claim, separate action or otherwise) in connection with,
arising out of, or which is any way related to any Litigation Claim; and (ii)
shall obtain from such person or entity for the benefit of any implicated
Exculpated Persons a satisfaction in full of such entity's or person's judgment
or settlement against any such Exculpated Person.

                  (b) For good and valuable consideration including the
benefits to be received hereunder by holders of Claims against the Debtors, the
investment by the New Investors and the contribution of all issued and
outstanding common stock of Toy Biz to Newco, the Litigation Trust and Newco
shall indemnify and hold harmless each Exculpated Person from and against any
and all liability (including amounts paid in judgment, settlement, compromise,
penalty or otherwise) with respect to claims-over on whatsoever theory (whether
by way of third- or subsequent party complaint, cross-claim, separate action or
otherwise) by any person or entity to recover in whole or in part any
liability, direct or indirect, whether by way of judgment, settlement,
compromise, penalty or otherwise of any person or entity in connection with,
arising out of, or which is in any way related to any Litigation Claim, it
being understood that the Litigation Trust's indemnity shall be subordinate to
its obligation to pay up to two million one hundred thousand dollars
($2,100,000) of professional fees and expenses of the professionals for the
Litigation Trust and the Creditors Committee. If separate

                                       39


<PAGE>



counsel is required as to any such claim-over, the Litigation Trust shall pay
for the reasonable fees and expenses of competent counsel selected by the
Exculpated Person, subject to the approval of the Litigation Trustee which will
not be unreasonably withheld or delayed. No settlement of any such claim-over
shall require any financial contribution on the part of any Exculpated Person.

                  (c) The Confirmation Order shall permanently bar and enjoin
all persons and entities, including, but not limited to, defendants or
potential defendants in controversies in connection with, arising out of, or
which are in any way related to any Litigation Claim, either directly,
representatively, or in any other capacity, from instituting or prosecuting or
continuing to prosecute, any action, claim or claim-over against any Exculpated
Person on whatsoever theory (whether by way of third or subsequent-party
complaint, cross-claim, separate action or otherwise, and whether under federal
or state law) to recover in whole or in part any liability, direct or indirect,
of such person entity to any other person or entity in connection with, arising
out of, or which is in any way related to any Litigation Claim.


                  7.8  Timing of Distributions.

                  Notwithstanding anything contained herein or in the
Litigation Trust Agreement to the contrary, no distributions may be made to any
of the Beneficiaries in their capacity as Beneficiaries of the Litigation Trust
unless and until (a) the Litigation Trustee has paid all sums due and owing
pursuant to the Professional Fee Reimbursement Note, (b) the Litigation Trustee
has provided Newco with an instrument in form and substance reasonably
satisfactory to Newco releasing Newco from any further liability pursuant to
the Litigation Trust Loan Agreement. Notwithstanding the foregoing, the
Litigation Trustee shall distribute an amount equal to 50% of the Net
Litigation Proceeds, the Net Avoidance Litigation Proceeds and the Net MAFCO
Litigation Proceeds, provided that the Litigation Trustee has paid all
Litigation Trust costs incurred to date and then due and payable, on an annual
basis. In no event shall any distribution be made to any Beneficiary unless all
accrued interest in respect of the Litigation Trust Loan Agreement shall have
been paid in full. In the event the Litigation Trustee makes a distribution at
any time when the Litigation Trustee has not terminated the Litigation Trust
Loan Agreement with Newco and has not released Newco from any further liability
to make advances under the Loan Agreement, then Newco's obligation under the
Loan Agreement to make advances shall be reduced by any amount so distributed.


                                       40


<PAGE>



                  7.9  Objections to Claims.

                  The Creditors Committee shall have the right to apply to the
Court to direct the Litigation Trustee to object to any Claim not Allowed by
this Plan if the Creditors Committee believes that Newco has not exercised
reasonable business judgement in failing to prosecute or in settling any
specified Claims objections. In the event that the Creditors Committee is
successful in connection with such application, Newco shall pay the reasonable
fees and expenses of the Litigation Trust in connection with the prosecution of
such objection.

                  7.10  Jurisdiction.

                  The Bankruptcy Court shall have jurisdiction over the
Litigation Trustee, the Litigation Trust, the Litigation Claims and the
remaining Litigation Trust Assets, including, without limitation, jurisdiction
to determine all controversies and disputes arising under or in connection with
the Litigation Trust Agreement. The Litigation Trustee shall have the power and
authority to bring any action in the Bankruptcy Court to prosecute the
Litigation Claims. The Bankruptcy Court shall have the authority to construe
and interpret the Litigation Trust Agreement and to establish, amend and revoke
rules and regulations for the administration of the Litigation Trust,
including, but not limited to, correcting any defect or supplying any omission,
or reconciling any inconsistency in the Litigation Trust Agreement, in the
manner and to the extent it shall deem necessary or advisable to make the
Litigation Trust fully effective; and all decisions and determinations by the
Bankruptcy Court in the exercise of this power shall be final and binding upon
the Litigation Trustee, Newco and the Beneficiaries.

         SECTION 8.        PROVISIONS GOVERNING DISTRIBUTIONS

                  8.1 Date of Distributions.

                  Any distributions and deliveries to be made hereunder shall
be made on the Consummation Date or as soon as practicable thereafter and
deemed made on the Consummation Date. In the event that any payment or act
under this Plan of Reorganization is required to be made or performed on a date
that is not a Business Day, then the making of such payment or the performance
of such act may be completed on the next succeeding Business Day, but shall be
deemed to have been completed as of the required date.

                  8.2  Entities to Exercise Function of Disbursing Agent.

                  All distributions under this Plan of Reorganization shall, 
at the election of the Proponents, be made by Newco as

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<PAGE>



Disbursing Agent or such other entity designated by the Proponents prior to the
conclusion of the Confirmation Hearing as a Disbursing Agent. A Disbursing
Agent shall not be required to give any bond or surety or other security for
the performance of its duties unless otherwise ordered by the Bankruptcy Court;
and, in the event that a Disbursing Agent is so otherwise ordered, all costs
and expenses of procuring any such bond or surety shall be borne by Newco.

                  8.3  Surrender and Cancellation of Instruments.

                  Each holder of a promissory note, Existing Warrant or other
instrument evidencing a Claim or Equity Interest (other than a holder of a
promissory note issued under any of the Existing Credit Agreements) shall
surrender such promissory note, Existing Warrant or instrument to the
Disbursing Agent, and the Disbursing Agent shall distribute or shall cause to
be distributed to the holder thereof the appropriate distribution, if any,
hereunder. No distribution hereunder shall be made to or on behalf of any
holder of such a Claim unless and until such promissory note or instrument is
received or the unavailability of such note or instrument is reasonably
established to the satisfaction of the Disbursing Agent. In accordance with
section 1143 of the Bankruptcy Code, any such holder of such a Claim or Equity
Interest that fails to (a) surrender or cause to be surrendered such promissory
note or instrument or to execute and deliver an affidavit of loss and indemnity
reasonably satisfactory to the Disbursing Agent and (b) in the event that the
Disbursing Agent requests, furnish a bond in form and substance (including,
without limitation, amount) reasonably satisfactory to the Disbursing Agent,
within one (1) year from and after the Consummation Date shall be deemed to
have forfeited to Newco all rights, claims and interests and shall not
participate in any distribution hereunder.

                  8.4  Delivery of Distributions.

                  Subject to Bankruptcy Rule 9010, all distributions to any
holder of an Allowed Claim or an Allowed Equity Interest shall be made at the
address of such holder as scheduled on the Schedules filed with the Bankruptcy
Court unless the Debtors or Reorganized Debtors, as applicable, have been
notified in writing of a change of address, including, without limitation, by
the filing of a proof of claim or interest by such holder that relates an
address for such holder different from the address reflected on such Schedules
for such holder. In the event that any distribution to any holder is returned
as undeliverable, the Disbursing Agent shall use reasonable efforts to
determine the current address of such holder, but no distribution to such
holder shall be made unless and until the Disbursing Agent has determined the
then current address of such holder, at which time

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<PAGE>



such distribution shall be made to such holder without interest; provided that
such distributions shall be deemed unclaimed property under section 347(b) of
the Bankruptcy Code at the expiration of one year from the Consummation Date.
After such date, all unclaimed property or interests in property shall be
distributed on a pro rata basis to other holders of Claims or Equity Interests
in the same class or subclass and the Claim or Equity Interest in respect of
which such property or interest in property was not delivered shall be
discharged and forever barred. The distributions to be made on the Consummation
Date to each holder of an Allowed Senior Secured Claim shall be made to the
Administrative Agent for distribution to holders of Allowed Senior Secured
Claims in accordance with the provisions of the Existing Credit Agreements.

                  8.5  Manner of Payment Under Plan of Reorganization.

                  At the option of the Disbursing Agent, any Cash payment to be
made hereunder may be made by a check or wire transfer or as otherwise required
or provided in applicable agreements.

                  8.6  Reserves and Distributions.

                  The Disbursing Agent shall reserve in a trust account for the
benefit of holders of Allowed Unsecured Claims cash, securities or other
property in an amount determined by the Bankruptcy Court on account of (a)
Disputed Claims in Class 4 (Unsecured Claims) and Class 5 (Class Securities
Litigation Claims) and, as applicable, each subclass thereof and (b) Resulting
Claims. Upon the resolution from time to time of Disputed Claims in Class 4
(Unsecured Claims) and Class 5 (Class Securities Litigation Claims) and, as
applicable, each subclass thereof, the Disbursing Agent may make distributions
on account of such claims in such manner deemed appropriate in the judgment of
the Disbursing Agent. Appropriate reserves of Convertible Preferred Stock shall
also be reserved in the event that a disputed Senior Secured Claim becomes an
Allowed Fixed Senior Secured Claim, and the holder thereof wishes to exercise
its right to purchase Convertible Preferred Stock pursuant to Section
4.2(b)(i)(6) of this Plan.

                  8.7  Resulting Claims.

                  In the event that any person or entity becomes entitled to an
Allowed Unsecured Claim in subclasses 4A through 4I and to receive
distributions on account of such Allowed Unsecured Claim as a result of the
compromise, adjustment, arbitration, settlement or enforcement or other
resolution of an action commenced, asserted or which could have been commenced
or asserted by the Litigation Trustee and such Allowed Unsecured claim is a
Resulting Claim, such person's or entity's only rights

                                       43


<PAGE>



with respect to the Cash portions of the distributions it would otherwise have
been entitled to as a holder of such Allowed Unsecured Claim is to take a set
off equal to the aggregate amount of all such Cash payments against any
liability such person has or may have to the Litigation Trust. Such setoff
shall be deemed a distribution under the Plan on account of such Allowed Claim.

                  8.8  Distributions After Consummation Date.

                  Distributions made after the Consummation Date to holders of
Disputed Claims that are not Allowed Claims as of the Consummation Date but
which later become Allowed Claims shall be deemed to have been made on the
Consummation Date.

                  8.9  Rights And Powers Of Disbursing Agent.

                           (a)      Powers of the Disbursing Agent.  The
Disbursing Agent shall be empowered to (a) effect all actions and execute all
agreements, instruments and other documents necessary to perform its duties
under this Plan of Reorganization, (b) make all distributions contemplated
hereby, (c) employ professionals to represent it with respect to its
responsibilities, and (d) exercise such other powers as may be vested in the
Disbursing Agent by order of the Bankruptcy Court, pursuant to this Plan of
Reorganization, or as deemed by the Disbursing Agent to be necessary and proper
to implement the provisions hereof.

                           (b)      Expenses Incurred on or after the
Consummation Date. Except as otherwise ordered by the Bankruptcy Court, the
amount of any reasonable fees and expenses incurred by the Disbursing Agent on
or after the Consummation Date (including, without limitation, taxes) and any
reasonable compensation and expense reimbursement claims (including, without
limitation, reasonable fees and expenses of counsel) made by the Disbursing
Agent, shall be paid in Cash by the Reorganized Debtors.

                           (c)      Exculpation. Each Disbursing Agent, from and
after the Consummation Date, is hereby exculpated by all entities, including,
without limitation, holders of Claims and Equity Interests and other parties in
interest from any and all claims, Causes of Action and other assertions of
liability (including, without limitation, breach of fiduciary duty) arising out
of the discharge by such Disbursing Agent of the powers and duties conferred
upon it hereby or any order of the Bankruptcy Court entered pursuant to or in
furtherance hereof, or applicable law, except solely for actions or omissions
arising out of the gross negligence or willful misconduct of such Disbursing
Agent. No holder of a Claim or an Equity Interest or other party in interest
shall have or pursue any claim or cause of action

                                       44


<PAGE>



against the Disbursing Agent for making payments in accordance herewith or for
implementing the terms hereof.

                  8.10  Distributions of Certain Warrants.

                  If on the first (1st) anniversary of the Consummation Date,
any Stockholder Series A Warrants or Stockholder Series B Warrants have not
been issued, Newco will issue such Warrants to the Warrant Liquidation Agent
which shall sell such Warrants into the market as promptly as reasonably
practical to permit an orderly sale. Newco will use its reasonable best efforts
either (i) to obtain a no-action letter to the effect that neither the
distribution of Warrants to the Warrant Liquidation Agent or the resale of
Warrants by the Warrant Liquidation Agent will require registration under the
Securities Act, or (ii) if it does not obtain such a no-action letter, file and
cause to become effective a registration statement under the Securities Act
registering that issuance or resale or both, as the case may be, in either case
on before the first (1st) anniversary of the Consummation Date. One-half of the
fees and expenses of the Warrant Liquidation Agent shall be paid from the net
proceeds of the sale of those Warrants if those net proceeds are sufficient to
pay the fees and expenses of the Warrant Liquidation Agent. The balance of the
fees and expenses of the Warrant Liquidation Agent shall be paid by Newco. Any
remaining net proceeds of the sale of such Warrants shall be delivered to the
Disbursing Agent to be held in a trust account in lieu of the Warrants sold
pursuant to this Section 8.10 for the benefit of holders of Class 5 Claims and
Class 6A Equity Interests whose Claims or Equity Interests become Allowed
following the first (1st) anniversary of the Consummation Date and for all
holders of Allowed Class 5 Claims and Allowed Class 6A Equity Interests
following the allowance or disallowance of all Class 5 Claims and Class 6A
Interests.

         SECTION 9.        PROCEDURES FOR TREATING DISPUTED CLAIMS UNDER
                           THE PLAN OF REORGANIZATION

                  9.1 Objections to Claims.

                  Subject to Section 7.9 hereof, Newco shall be the sole entity
to object to Claims. Any objections to Claims shall be filed by the latest of
(a) ninety (90) days after the Consummation Date, (b) thirty (30) days after a
proof of claim is filed and (c) such later date as may be fixed by the
Bankruptcy Court.

                  9.2  No Distributions Pending Allowance.

                  Notwithstanding any other provision hereof, if any
portion of a Claim is a Disputed Claim, no payment or

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<PAGE>



distribution provided hereunder shall be made on account of the disputed
portion of such Claim unless and until such Disputed Claim becomes an Allowed
Claim.

                  9.3  Cash Reserve.

                  On the Consummation Date, Newco shall deposit the sum of
eight million dollars ($8,000,000) in an interest bearing trust account for the
benefit of holders of Allowed Unsecured Claims under the Plan.

                  9.4  Distributions After Allowance.

                  Payments and distributions to each holder of a Disputed Claim
or Equity Interest or any other Claim or Equity Interest that is not an Allowed
Claim or Equity Interest, to the extent that such Claim or Equity Interest
ultimately becomes an Allowed Claim or Equity Interest, shall be made in
accordance with the provisions hereof governing the class or subclass of Claims
or Equity Interests in which such Claim or Equity Interest is classified. As
soon as practicable after the date that the order or judgment of the Bankruptcy
Court allowing any Disputed Claim or Equity Interest or any other Claim or
Equity Interest that is not an Allowed Claim or Equity Interest becomes a Final
Order, the Disbursing Agent shall distribute to the holders of such Claim or
Equity Interest any payment or property that would have been distributed to
such holder if the Claim or Equity Interest had been allowed on the
Consummation Date, together with any interest earned thereon.

                  9.5  Fractional Securities.

                  Neither fractional shares of Convertible Preferred Stock, nor
fractional shares of Newco Common Stock, nor Fractional Warrants shall be
distributed pursuant to this Plan of Reorganization. Instead, as of the record
date for distributions to any class of Claims or Interests, holders of Allowed
Claims or Allowed Interests otherwise entitled to receive a fractional share of
Convertible Preferred Stock or Newco Common Stock or a Fractional Warrant shall
receive a whole share of Convertible Preferred Stock or Newco Common Stock or a
whole Warrant if the holder was to receive a fractional share of Convertible
Preferred Stock or Newco Common Stock of 0.5 or more or a Fractional Warrant to
acquire 0.5 shares or more of Convertible Preferred Stock or Newco Common Stock
and no share of Convertible Preferred Stock or Newco Common Stock or no Warrant
if the holder was to receive a fractional share of Convertible Preferred Stock
or Newco Common Stock of less than 0.5 or a Fractional Warrant to acquire
shares of Convertible Preferred Stock or Newco Common Stock of less than 0.5.


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<PAGE>



         SECTION 10.       PROVISION GOVERNING EXECUTORY CONTRACTS AND
                           UNEXPIRED LEASES UNDER THE PLAN

                  10.1  General Treatment.

                  Except as set forth in Section 10.4 below, this Plan of
Reorganization constitutes a motion by the Debtors governed by this Plan of
Reorganization to assume, as of the Consummation Date, all executory contracts
and unexpired leases to which any of the Debtors are parties, except for an
executory contract or unexpired lease that (a) has been assumed or rejected
pursuant to Final Order of the Bankruptcy Court, or (b) is specifically
rejected on Schedule 10.1 hereto filed by the Proponents on or before the
commencement of the Confirmation Hearing or such later date as may be fixed by
the Bankruptcy Court, or (c) is otherwise assumed hereunder. Any executory
contract or unexpired lease assumed hereunder may be freely assigned by any
Debtor to any other Debtor or Reorganized Debtor or Newco and any such
assignment shall constitute a novation of the obligations of the assigning
Debtor under any such executory contract or unexpired lease. Any such
assignment shall be effected by filing a notice thereof with the Bankruptcy
Court on or before the commencement of the Confirmation Hearing. For purposes
hereof, each executory contract and unexpired lease listed on Schedule 10.1
hereto that relates to the use of occupancy of real property shall include (a)
modifications, amendments, supplements, restatements, or other agreements made
directly or indirectly by any agreement, instrument, or other document that in
any manner affects such executory contract or unexpired lease, without regard
to whether such agreement, instrument or other document is listed on Schedule
10.1 hereto and (b) executory contracts or unexpired leases appurtenant to the
premises listed on Schedule 10.1 hereto, including all easements, licenses,
permits, rights, privileges, immunities, options, rights of first refusal,
powers, uses, usufructs, reciprocal easement agreements, vault, tunnel or
bridge agreements or franchises, and any other interests in real estate or
rights in rem relating to such premises to the extent any of the foregoing are
executory contracts or unexpired leases, unless any of the foregoing agreements
are assumed.

                  10.2  Amendments to Schedule; Effect of Amendments.

                  The Debtors shall assume each of the executory contracts and
unexpired leases not listed in Schedule 10.1 hereto; provided, that the
Proponents may on or before the last Business Day before the Confirmation Date
amend Schedule 10.1 hereto to delete or add any executory contract or unexpired
lease thereto, in which event such executory contract or unexpired lease shall
be deemed to be, respectively, assumed and, if applicable, assigned as provided
therein, or rejected. The Proponents shall provide notice of any amendments to

                                       47


<PAGE>



Schedule 10.1 hereto to the parties to the executory contracts or unexpired
leases affected thereby. The fact that any contract or lease is scheduled on
Schedule 10.1 hereto shall not constitute or be construed to constitute an
admission by any Proponent or any Debtor that any Debtor has any liability
thereunder.

                  10.3  Bar to Rejection Damage Claims.

                  In the event that the rejection of an executory contract or
unexpired lease by any of the Debtors results in damages to the other party or
parties to such contract or lease, a Claim for such damages, if not heretofore
evidenced by a filed proof of claim, shall be forever barred and shall not be
enforceable against the Debtors, or their properties or interests in property
as agents, successors, or assigns, unless a proof of claim is filed with the
Bankruptcy Court and served upon counsel for each of the Proponents on or
before thirty (30) days after the earlier to occur of (a) the giving of notice
to such party under Section 10.1 or 10.2 hereof and (b) the entry of an order
by the Bankruptcy Court authorizing rejection of a particular executory
contract or lease.

                  10.4  Certain Panini Agreements.

                           (a)      Panini Sticker Agreement.  Notwithstanding
anything else contained herein to the contrary, the Panini Sticker Agreement
shall be assumed and all amounts owing by any of the Panini Entities to any of
the Debtors on or prior to December 31, 1997 shall be forgiven. In addition,
Newco shall permit the Panini Entities to assign the Panini Sticker Agreement
to any other entity in connection with any subsequent sale of Panini except to
a Designated Competitor.

                           (b)      Panini Comic Distribution Agreement.
Notwithstanding anything else contained herein to the contrary, the Panini
Comic Distribution Agreement shall be assumed and modified as follows: (i) the
term shall be through December 31, 1998, (ii) the royalty rate through December
31, 1998 shall be six percent (6%), (iii) the minimum guaranteed royalty (A)
shall be eliminated for the period from January 1, 1997 through December 31,
1997 and (B) shall be two million dollars ($2,000,000) for the period from
January 1, 1998 through December 31 1998, (iv) the license shall entitle the
Panini Entities to the use of a minimum of fifty (50) titles at all times
during 1998, and (v) any and all amounts owing thereunder to the Debtors on or
prior to December 31, 1997 shall be forgiven. In addition, Newco shall permit
the Panini Entities to assign the Panini Comic Distribution Agreement, as
modified, to any other entity in connection with a sale of the Panini Entities
except to a Designated Competitor. From and after the Consummation Date, any
and all royalties owed to the National

                                       48


<PAGE>



Basketball Association in respect of sticker sales and card sales made by
Panini pursuant to the NBA License Agreement shall be the sole responsibility
of Panini.

         SECTION 11.       CONDITIONS PRECEDENT TO CONFIRMATION DATE
                           AND CONSUMMATION DATE

                  11.1  Conditions Precedent to Confirmation of Plan of
Reorganization.

                  The confirmation of this Plan of Reorganization is subject to
satisfaction of the following conditions precedent:

                  (a) Confirmation Order. The Confirmation Order to be entered
         by the Clerk of the Bankruptcy Court shall be in a form that (i) does
         not materially and adversely affect the benefits to be received
         hereunder by any of (A) the Debtors' estates, (B) Toy Biz, (C) the
         holders of Senior Secured Claims, (D) the holders of DIP Claims, (E)
         the holders of Unsecured Claims, or (F) the holders of Class 5 Claims
         and Class 6A Equity Interests; (ii) determines that the Plan satisfies
         each of the applicable requirements of section 1129 of the Bankruptcy
         Code; (iii) approves the delivery of the Transmittal Materials to all
         persons receiving Warrants under the Plan; (iv) approves the releases
         contained in the Stipulation;(v) includes the contribution bar,
         indemnification and judgment reduction provisions set forth in section
         7.7(c) hereof, (vi) determines that the distributions to be made
         pursuant to Section 4 hereof are exempt from the Securities Act and
         state blue sky laws pursuant to section 1145 of the Bankruptcy Code,
         and (vii) is otherwise in form and substance reasonably acceptable to
         the Proponents, the Creditors Committee and the Trustee.

                  11.2  Conditions Precedent to Consummation Date of Plan
of Reorganization.

                  The occurrence of the Consummation Date of this Plan of
Reorganization is subject to satisfaction of the following conditions
precedent:


                  (a) SEC Proxy Statement. The Securities and Exchange
         Commission shall have stated that it has no further comments on the
         proxy statement filed by Toy Biz with respect to the meeting of the
         stockholders of Toy Biz called for the purpose of approving the
         transactions contemplated by this Plan of Reorganization, such proxy
         statement shall have been delivered to all holders of Toy Biz common
         stock in accordance with the rules of the Securities and Exchange

                                       49


<PAGE>



         Commission, twenty (20) business days (computed in accordance with
         Schedule 14A of the Securities and Exchange Commission) shall have
         elapsed since such delivery and Toy Biz shareholders shall have voted
         to approve the transactions contemplated hereby;

                  (b) HSR. All applicable waiting periods (and any extensions
         thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of
         1976 shall have expired or been terminated;

                  (c) Restructured Panini Loan Documents.  The
         Restructured Panini Loan Documents shall be in full force
         and effect;

                  (d) Secured Lender Consummation Date.  The Consummation
         Date shall occur not later than August 15, 1998; and

                  (e) Toy Biz Consummation Date. The Consummation Date shall
         occur not later than November 20, 1998.


                  11.3  Waiver of Conditions Precedent.

                  Each of the conditions precedent in Sections 11.1 and 11.2
hereof may only effectively be waived, in whole or in part, if waived, by the
Proponents acting jointly except that the consent of Toy Biz is not required to
waive the condition precedent contained in Section 11.2(d) hereof. Any such
waiver of a condition precedent in Section 11.1 or 11.2 hereof may be effected
at any time, without notice, without leave or order of the Bankruptcy Court and
without any formal action other than filing a notice of waiver with the
Bankruptcy Court and otherwise proceeding to consummate this Plan of
Reorganization. Notwithstanding the foregoing, the condition precedent
contained in Section 11.1(a)(i)(E) may only be waived with the consent of the
Creditors Committee and the condition precedent contained in section
11.1(a)(i)(F) may only be waived with the consent of the Trustee.

         SECTION 12.       EFFECT OF CONFIRMATION

                  12.1  General Authority.

                  Until the completion of all transactions contemplated to
occur on the Consummation Date, the Bankruptcy Court shall retain custody and
jurisdiction of each of the Debtors, its properties and interests in property
and its operations. On the Consummation Date, each of the Debtors, its
properties and interests in property and its operations shall be released from

                                       50


<PAGE>



the custody and jurisdiction of the Bankruptcy Court, except as
provided in Section 14.1 hereof.

                  12.2  Discharge of Debtors.

                           (a)      General Discharge.  The treatment of all
Claims against or Equity Interests in each of the Debtors hereunder shall be in
exchange for and in complete satisfaction, discharge and release of all Claims
against any Equity Interests in such Debtor of any nature whatsoever, known or
unknown, including, without limitation, any interest accrued or expenses
incurred thereon from and after the Petition Date, or against its estate or
properties or interests in property. Except as otherwise provided herein, upon
the Consummation Date, all Claims against and Equity Interests in each of the
Debtors will be satisfied, discharged and released in full exchange for the
consideration provided hereunder. All entities shall be enjoined and precluded
from asserting against any Debtor, Reorganized Debtor or Newco or their
respective properties or interests in property, any other Claims based upon any
act or omission, transaction or other activity of any kind or nature that
occurred prior to the Consummation Date.

                           (b)      Exculpations.  From and after the
Consummation Date, no Exculpated Person shall have or incur any liability to
any other Exculpated Person or any entity receiving any distribution under this
Plan of Reorganization (i) for any act taken or omission made in connection
with or in any manner related to negotiating, formulating, implementing,
confirming or consummating (x) this Plan of Reorganization or the transactions
contemplated hereby, or (y) any agreement, instrument or other documents
created in connection with this Plan of Reorganization, (ii) for the actions or
other participation of such Exculpated Person in respect of any of the
Reorganization Cases (including the negotiation of any other Plan of
Reorganization, settlement or arrangement), (iii) that relate, directly or
indirectly, by implication or otherwise, to the Existing Credit Documents, the
DIP Claims, or the Senior Secured Claims, or (iv) that were asserted in or
could have been asserted in the District Court Complaint; provided, however,
that such exculpation shall not affect the rights and obligations of parties to
agreements entered into in connection with the Plan of Reorganization or under
the Plan of Reorganization. All Exculpated Persons as well as all entities
receiving any distribution under this Plan of Reorganization shall be enjoined
and precluded from asserting against the Exculpated Persons or their respective
properties or interests in property any other Claims based upon liability
exculpated pursuant to the preceding sentence.

                           (c)      Treatment of Indemnification Claims.
Notwithstanding Del. Code Ann. (General Corporation) ss. 145 (1997)

                                       51


<PAGE>



or any other state or local statute or rule, all existing indemnification and
other similar obligations as of the Confirmation Date of any Debtor are
released or discharged except as provided in this Section 12.2(c), and the
Confirmation Order shall contain injunctions enforcing such releases and
discharge; provided, that: (i) existing indemnity obligations may survive to
the extent of insurance coverage, but shall in no event entitle such directors
or officers to assert any Claim (including, without limitation, with respect to
any deductible) against Newco, Toy Biz, Marvel or any of their Affiliates, and
(ii) any such directors or officers shall be entitled to make Claims only
against the insurance and the proceeds thereof. This Section 12.2(c) shall not
limit any right of directors or officers or former directors and officers from
asserting Claims against any Debtor based upon timely filed proofs of claim or
requests for payment of Administration Expense Claims nor shall it limit the
right of Newco to object to any such Claim or request for payment of
Administration Expense Claims. To the extent such Claims are Allowed Claims,
such Claims shall be treated under this Plan of Reorganization with Claims in
any class or subclass, as applicable, having the same legal rights and priority
as such Claims; provided, that the Confirmation Order shall establish a bar
date for Administration Expense Claims.

                  12.3  Term of Injunctions or Stays.

                  Unless otherwise provided, all injunctions or stays provided
for in the Reorganization Cases under sections 105 or 362 of the Bankruptcy
Code, or otherwise, and in existence on the Confirmation Date, shall remain in
full force and effect through and including the Consummation Date.

         SECTION 13.       WAIVER OF CLAIMS

                  13.1  Avoidance Actions.

                  Effective as of the Consummation Date, Newco shall have the
right to prosecute and release any actions under sections 510, 544, 545, 547,
548, 549, 550, 551 and 553 of the Bankruptcy Code that are not Litigation
Claims and the Litigation Trust shall have the right to prosecute and release
any actions under sections 510, 544, 545, 547, 548, 549, 550, 551 and 553 of
the Bankruptcy Code that are Litigation Claims; provided, however, that
notwithstanding the foregoing, the Litigation Trust, the Debtors and Newco will
be deemed to have waived the right to assert or pursue any claims, rights, and
causes of action to recover preferences or fraudulent conveyances, or to pursue
similar avoidance actions against any current customers or suppliers of the
Panini Entities (solely in such capacities) and,

                                       52


<PAGE>



or otherwise relating, directly or indirectly, to any of the
Panini Entities.

         SECTION 14.       RETENTION OF JURISDICTION

                  14.1 Retention of Jurisdiction.

                  The Bankruptcy Court may retain jurisdiction of and, if the
Bankruptcy Court exercises its retained jurisdiction, shall have exclusive
jurisdiction of all matters arising out of, and related to, the Reorganization
Cases and this Plan of Reorganization pursuant to, and for the purposes of,
sections 105(a) and 1142 of the Bankruptcy Code and for, among other things,
the following purposes:

                  (a) To hear and determine pending applications for the
         assumption or rejection of executory contracts or unexpired leases, if
         any are pending, and the allowance of Claims resulting therefrom;

                  (b) To determine any and all adversary proceedings,
         applications and contested matters including, without limitation,
         proceedings relating to Litigation Claims, matters concerning the
         Litigation Trust and actions pursuant to Section 7.9 hereof;

                  (c) To ensure that distributions to holders of Allowed Claims
         and Allowed Equity Interests are accomplished as provided herein;

                  (d) To hear and determine any timely objections to
         Administration Expense Claims or to proofs of claim and equity
         interests filed, both before and after the Confirmation Date,
         including, without limitation, any objections to the classification of
         any Claim or Equity Interest, and to allow or disallow any Disputed
         Claim or Equity Interest, in whole or in part;

                  (e) To enter and implement such orders as may be appropriate
         in the event the Confirmation Order is for any reason stayed, revoked,
         modified, or vacated;

                  (f) To issue such orders in aide of execution of this Plan of
         Reorganization, to the extent authorized by section 1142 of the
         Bankruptcy Code;

                  (g) To consider any amendments to or modifications of this
         Plan of Reorganization, to cure any defect or omission, or reconcile
         any inconsistency in any order of the Bankruptcy Court, including,
         without limitation, the Confirmation Order;

                                       53


<PAGE>




                  (h) To hear and determine all applications for awards of
         compensation for services rendered and reimbursement of expenses
         incurred prior to the Consummation Date;

                  (i) To hear and determine disputes arising in connection with
         the interpretation, implementation, or enforcement of this Plan of
         Reorganization, the Confirmation Order, any transactions or payments
         contemplated hereby or any agreement, instrument or other document
         governing or relating to any of the foregoing;

                  (j) To hear and determine matters concerning state, local and
         federal taxes in accordance with sections 346, 505, and 1146 of the
         Bankruptcy Code;

                  (k)      To hear any other matter not inconsistent with the
         Bankruptcy Code;

                  (l) To hear and determine all disputes involving the
         existence, scope and nature of the discharges granted under Section
         12.2 hereof;

                  (m) To issue injunctions and effect any other actions that
         may be necessary or desirable to restrain interference by any entity
         with the consummation or implementation of this Plan of
         Reorganization;

                  (n) To hear and determine all disputes regarding the
         reasonableness of fees requested pursuant to the Litigation Trust
         Professional Fee Guaranty or any other dispute concerning the
         administration of the Litigation Trust; and

                  (o)      To enter a final decree closing the Reorganization
         Cases.

                  14.2  Amendment of Plan of Reorganization.

                  Amendments of this Plan of Reorganization may be proposed in
writing only jointly by the Proponents at any time before confirmation,
provided that this Plan of Reorganization, as amended, satisfies the conditions
of sections 1122 and 1123 of the Bankruptcy Code, and the Debtors shall have
complied with section 1125 of the Bankruptcy Code. This Plan of Reorganization
may be amended only by the Proponents acting jointly at any time after
confirmation and before substantial consummation, provided that this Plan of
Reorganization, as amended, satisfies the requirements of sections 1122 and
1123 of the Bankruptcy Code and the Bankruptcy Court, after notice and a
hearing, confirms this Plan of Reorganization as amended under section 1129 of
the Bankruptcy Code and the circumstances warrant such amendments. A

                                       54


<PAGE>



holder of a Claim or Equity Interest that has accepted this Plan of
Reorganization shall be deemed to have accepted this Plan of Reorganization as
amended if the proposed amendment does not materially and adversely change the
treatment of the Claim or Equity Interest of such holder. Notwithstanding the
foregoing, this Plan may not be amended in a manner which (a) adversely changes
the distributions to holders of Unsecured Claims or otherwise materially and
adversely affects the rights of holders of Unsecured Claims without the consent
of the Creditors Committee, or (b) is inconsistent with the Stipulation without
the consent of the Trustee.

         SECTION 15.       MISCELLANEOUS PROVISIONS

                  15.1  Payment of Statutory Fees.

                  All fees payable under section 1930, chapter 123, title 28,
United States Code, as determined by the Bankruptcy Court at the Confirmation
Hearing, shall be paid on the Consummation Date. Any such fees accrued after
the Consummation Date will constitute an Allowed Administration Expenses Claim
and be treated in accordance with Section 2.2 hereof.

                  15.2  Retiree Benefits.

                  On and after the Consummation Date, pursuant to section
1129(a)(13) of the Bankruptcy Code, the Reorganized Debtors or Newco, as
applicable, shall continue to pay all retiree benefits (within the meaning of
section 1114 of the Bankruptcy Code), at the level established in accordance
with subsection (e)(1)(B) or (g) of section 1114 of the Bankruptcy Code, at any
time prior to the Confirmation Date, for the duration of the period each Debtor
has obligated itself to provide such benefits and shall assume such
obligations.

                  15.3  Compliance with Tax Requirements.

                  In connection with the consummation of this Plan of
Reorganization, the Debtors shall comply with all withholding and reporting
requirements imposed by any taxing authority, and all distributions hereunder
shall be subject to such withholding and reporting requirements.

                  15.4  Recognition of Guaranty Rights.

                  The classification of and manner of satisfying all Claims
hereunder take into account (a) the existence of guaranties by certain Debtors
of obligations of other Debtors and (b) the fact that the Debtors may be joint
obligors with each other or other entities with respect to an obligation. All
Claims against the Debtors based upon any such guaranties or

                                       55


<PAGE>



joint obligations shall be discharged in the manner provided in this Plan of
Reorganization; provided, that no creditor shall be entitled to receive more
than a single satisfaction of its Allowed Claims.

                  15.5  Severability of Plan Provisions.

                  In the event that, prior to the Confirmation Date, any term
or provision of this Plan of Reorganization is held by the Bankruptcy Court to
be invalid, void or unenforceable, the Bankruptcy Court shall, with the consent
of the Proponents and the Trustee (which consent shall not be unreasonably
withheld or delayed), have the power to alter and interpret such term or
provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated by such holding, alteration or interpretation. The Confirmation
Order shall constitute a judicial determination and shall provide that each
term and provision hereof, as it may have been altered or interpreted in
accordance with the foregoing, is valid and enforceable in accordance with its
terms.

                  15.6  Governing Law.

                  Except to the extent that the Bankruptcy Code or other
federal law is applicable, or to the extent an Exhibit hereto provides
otherwise, the rights, duties and obligations arising under this Plan of
Reorganization shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York without regard to the principles of the
conflicts of law.

                  15.7 Further Assurances. All parties in interest shall
execute and deliver such documents, instruments, certificates, assignments, and
other writings, and do such other acts as may be necessary or desirable to
carry out the intents and purposes of this Plan of Reorganization, including,
without limitation, effecting the Merger Agreement.

                  15.8  Time of the Essence.

                  Time shall be of the essence relative to any and all dates
contained in this Plan of Reorganization on the Confirmation Date.


                                       56


<PAGE>



                  15.9  Counterparts.

                  This Plan of Reorganization may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  15.10  Notices.

                  All notices, requests, and demands, to be effective, shall be
in writing (including by facsimile transmission) and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
actually delivered or, in the case of notice by facsimile transmission, when
received and telephonically confirmed, addressed as follows:

                  If to the Debtors:

                                    MARVEL ENTERTAINMENT GROUP, INC.
                                    387 Park Avenue South
                                    12th Floor
                                    New York, New York 10016
                                    Attn:  Mr. Joseph Calamari
                                    Telephone:   (212) 696-0808
                                    Telecopier:  (212) 576-9260

                                     -and-

                                    YOUNG, CONAWAY, STARGATT & TAYLOR
                                    Rodney Square North
                                    Wilmington, Delaware 19899
                                    Attn:  James L. Patton, Jr., Esq.
                                           Laura Davis Jones, Esq.
                                    Telephone:  (302) 571-6600
                                    Telecopier: (302) 571-1253

                  If to Toy Biz:

                                    TOY BIZ, INC.
                                    685 Third Avenue
                                    New York, New York 10017
                                    Attn:  Mr. Joseph M. Ahearn
                                    Telephone:   (212) 588-5103
                                    Telecopier:  (212) 588-5330

                                     -and-


                                       57


<PAGE>



                                    BATTLE FOWLER LLP
                                    75 East 55th Street
                                    New York, New York 10022
                                    Attn:  Lawrence Mittman, Esq.
                                           Douglas L. Furth, Esq.
                                           Madlyn Gleich Primoff, Esq.
                                    Telephone:  (212) 856-7000
                                    Telecopier: (212) 856-7807

                                     -and-

                                    PEPPER HAMILTON LLP
                                    1201 Market Street, Suite 1600
                                    P.O. Box 1709
                                    Wilmington, Delaware 19899
                                    Attn:  David B. Stratton, Esq.
                                    Telephone:  (302) 777-6500
                                    Telecopier: (302) 777-656-8865

                  If to The Secured Lenders:

                                    THE CHASE MANHATTAN BANK
                                    270 Park Avenue
                                    New York, New York 10017-2070
                                    Attn:  Ms. Susan E. Atkins
                                    Telephone:  (212) 270-7142
                                    Telecopier: (212) 270-5748

                                     -and-

                                    WACHTELL, LIPTON, ROSEN & KATZ
                                    51 West 52nd Street
                                    New York, New York 10019
                                    Attn:  Chaim J. Fortgang, Esq.
                                    Telephone:  (212) 403-1000
                                    Telecopier: (212) 403-2000

                                     -and-

                                    ZALKIN, RODIN & GOODMAN LLP
                                    750 Third Avenue
                                    New York, New York 10017-2771
                                    Attn:  Richard S. Toder, Esq.
                                    Telephone:  (212) 455-0600
                                    Telecopier: (212) 682-6331

                                       58


<PAGE>





                  If to The Chapter 11 Trustee:

                                    John J. Gibbons, Esq.
                                    Gibbons, Del Deo, Dolan, Griffinger
                                      & Vecchione
                                    One Riverfront Plaza
                                    Newark, New Jersey 07102
                                    Telephone:  (973) 596-4521
                                    Telecopier: (973) 639-6250

                                     -and-

                                    Frank J. Vecchione, Esq.
                                    Gibbons, Del Deo, Dolan, Griffinger
                                      & Vecchione
                                    One Riverfront Plaza
                                    Newark, New Jersey 07102
                                    Telephone:  (973) 596-4521
                                    Telecopier: (973) 639-6250

                  If to Creditors Committee:

                                    Tonny Ho, Esq.
                                    Willkie, Farr 7 Gallagher
                                    153 East 53rd Street
                                    New York, New York 10022
                                    Telephone:  (212) 935-8000
                                    Telecopier: (212) 821-8111




                                       59


<PAGE>



Dated:   Wilmington, Delaware
                  May __, 1998

                                    Respectfully submitted,

                                    TOY BIZ, INC.


                                    By:
                                       ----------------------------------
                                            Name:   Joseph M. Ahearn
                                            Title:  President

                                    BATTLE FOWLER LLP
                                    Attorneys for Toy Biz, Inc.
                                    75 East 55th Street
                                    New York, New York 10022
                                    (212) 856-7000

                                     -and-

                                    PEPPER HAMILTON LLP
                                    1201 Market Street
                                    Wilmington, Delaware 19899
                                    (302) 777-6500


                                    By:
                                       -----------------------------------

                                       


<PAGE>



                         SECURED LENDER EXECUTION PAGE

                                    Name of Secured Lender:

                                    By:
                                       ------------------------------------
                                    Name:
                                    Title:

                                       


<PAGE>




                                    WACHTELL, LIPTON, ROSEN, KATZ
                                    Attorneys for The Secured
                                     Lenders
                                    51 West 52nd Street
                                    New York, New York  10019
                                    (212) 403-1000

                                     -and-



                                    RICHARDS, LAYTON & FINGER, P.A.
                                    Attorneys for The
                                      Lenders
                                    One Rodney Square
                                    Wilmington, Delaware  19899
                                    (302) 658-6541


                                    By:
                                       ------------------------------------


                                       


<PAGE>











The Bylaws of Newco, Charter for Newco and Merger Agreement have been filed in
a separate exhibit volume.

Pursuant to Section 1(C) of the Plan of Reorganization, all other exhibits and
schedules to the Plan will be filed at least ten days prior to the hearing to
consider confirmation of the Plan.



                                       63





<PAGE>

                                                                      EXHIBIT B

                                                      CLASS A WARRANT AGREEMENT

                               WARRANT AGREEMENT
                               -----------------

                  WARRANT AGREEMENT, dated as of ____________, 1998 (this
"Agreement") between Toy Biz, Inc., a Delaware corporation (the "Company"), and
[Name of Warrant Agent], as warrant agent (the "Warrant Agent").

                  WHEREAS, as consideration paid by the Company in connection
with the settlement and resolution of all disputes between stockholders of
Marvel Entertainment Group, Inc., a Delaware corporation ("Marvel"), and the
Debtors (as herein defined), in connection with a Third Amended Joint Plan of
Reorganization under Chapter 11, Title 11, United States Code (the "Plan of
Reorganization"), for Marvel, the Asher Candy Company, Fleer Corp., Frank H.
Fleer Corp., Heroes World Distribution, Inc., Malibu Comics Entertainment,
Inc., Marvel Characters, Inc., Marvel Direct Marketing Inc., and SkyBox
International Inc. (collectively, the "Debtors") and of Marvel Holdings, Inc.,
Marvel (Parent) Holdings, Inc., and Marvel III Holdings, Inc. (collectively,
the "Holding Companies"), jointly proposed by the Company and certain holders
of senior secured indebtedness of Marvel, the Company proposes to issue and
deliver warrant certificates (the "Warrant Certificates"), at such time, and
from time to time as provided in the Plan of Reorganization (the "Warrant
Distribution Date") to each holder of an Allowed Equity Interest and Allowed
Class Securities Litigation Claims (as defined in the Plan of Reorganization)
evidencing Class A Warrants (the "Warrants") to acquire, under certain
circumstances, an aggregate of 4,000,000 shares of the common stock, $0.01 par
value per share, of the Company (the "Common Stock"), representing ___ percent
(___%) of the fully diluted Common Stock, such number of Warrants and shares of
Common Stock being subject to adjustment as set forth herein; and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance of the Warrant Certificates and other matters
provided herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, and for the purpose of defining the
respective rights and obligations of the Company, the Warrant Agent and the
Holders (as defined herein), the parties hereto agree as follows:

                  SECTION 1. Certain Definitions. As used in this Agreement,
the following terms shall have the following respective meanings:

                  "Affiliate" means, (i) with respect to any specified Person,
         any other Person that, directly or indirectly, controls, is controlled
         by or is under direct or indirect common 

<PAGE>



         control with such specified Person, or any executive officer or
         director of any such specified Person or other Person or (ii) with
         respect to any natural Person, any Person having a relationship with
         such person by blood, marriage or adoption not more remote than first
         cousin. For the purposes of this definition, "control," when used with
         respect to any specified Person, means the possession, direct or
         indirect, of the power to direct the management and policies of such
         Person, directly or indirectly, whether through the ownership of
         voting securities, by contract or otherwise; provided, however, that
         beneficial ownership of 10% or more of the voting securities of a
         Person will be deemed to be control. The terms "controlling" and
         "controlled" have meanings correlative to the foregoing.

                  "Board of Directors" means the Company's Board of Directors
         or a duly appointed committee of the Company's Board of Directors.

                  "Business Day" means each Monday, Tuesday, Wednesday,
         Thursday and Friday which is not a day on which banking institutions
         in the City of New York, or the city in which the principal corporate
         trust office of the Warrant Agent is located, are authorized or
         obligated by law or executive order to be closed.

                  "Closing Price" means (a) if the Common Stock shall be listed
         or admitted to trading on the New York Stock Exchange, the closing
         price on the NYSE-Consolidated Tape (or any successor composite tape
         reporting transactions on the New York Stock Exchange) or, if such a
         composite tape shall not be in use or shall not report transactions in
         the Common Stock, or if the Common Stock shall be listed on a stock
         exchange other than the New York Stock Exchange, the last reported
         sales price regular way or, in case no such reported sale takes place
         on such day, the average of the closing bid and asked prices regular
         way for such day, in each case on the principal national securities
         exchange on which the shares of Common Stock are listed or admitted to
         trading (which shall be the national securities exchange on which the
         greatest number of shares of the Common Stock have been traded during
         such 30 consecutive trading days); or

                  (b) if the Common Stock is not listed or admitted to trading,
         the average of the closing sale prices as reported by the NASDAQ
         National Market System or, if the Common Stock is not included on such
         system, the average of the closing bid and asked prices of the Common
         Stock in the over-the-counter market as reported by any system
         maintained by the NASD or any comparable system or, if the Common
         Stock is not included for quotation in any such system, the average of
         the closing bid and asked prices as furnished by two members of the
         NASD selected reasonably and in good faith from time to time by the
         Board of Directors for that purpose; or

                  (c) if the Common Stock is not listed or admitted to trading
         and in the absence of one or more such quotations, the Fair Market
         Value shall be as reasonably determined in good faith by the Board of
         Directors (which determination shall be reasonably described 




                                       2
<PAGE>


         in a written notice delivered to the Warrantholders) or, if an
         objection is made to such determination by a Qualifying Warrantholder
         (as defined below) in accordance with the following sentence, as
         determined by an Independent Appraiser in accordance with the
         following sentence. In the event that any Qualifying Warrantholder
         shall object to the determination of the Board of Directors of the
         Fair Market Value by delivering written notice to the Company within
         ten (10) Business Days following the receipt by such Qualifying
         Warrantholder of such determination of the Board of Directors, the
         Fair Market Value shall instead be determined in good faith by an
         Independent Appraiser. The term "Qualifying Warrantholder" shall
         include any Warrantholder (or group of Warrantholders) that, at the
         time of any objection to the determination of the Board of Directors
         of the Fair Market Value, beneficially owns collectively, together
         with its Affiliates, at least ten percent (10%) of the Warrants on a
         fully diluted basis. The determination of the Board of Directors of
         the Fair Market Value shall be binding and conclusive if no objection
         is made to such determination by a Qualifying Warrantholder in
         accordance with the terms set forth above in this paragraph. The fees
         and expenses of any Independent Appraiser determining the Fair Market
         Value shall be borne by the Company and the determination by such
         Independent Appraiser of the Fair Market Value shall be binding and
         conclusive.

                  "Common Stock" has the meaning set forth in the preamble
         hereof.

                  "Company" means Toy Biz, Inc., a Delaware corporation, and
         its successors and assigns.

                  "Consummation Date" has the meaning set forth in the Plan of
         Reorganization.

                  "Current Market Price" means the Closing Price of the Common
         Stock as of the day immediately preceding the day on which the current
         Market Price is determined, or, in the case of a firm commitment
         underwriting, the current Market Price on the date on which the price
         at which the Company is contractually bound to sell its Common Stock
         in an underwritten offering is fixed.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations of the Securities and Exchange
         Commission thereunder.

                  "Exercise Price" means the purchase price per share of Common
         Stock to be paid upon the exercise of each Warrant in accordance with
         the terms hereof, which price shall



                                       3
<PAGE>


         be determined as described below, in each case subject to adjustment
         from time to time pursuant to Section 11 hereof. With respect to each
         series of Warrants issued on a particular Warrant Distribution Date,
         the Exercise Price shall be an amount per share of Common Stock as
         follows:
<TABLE>
<CAPTION>

------------------------------------------------ ----------------------------------------------- --------------
<S>                                             <C>                                               <C>
If the Warrant Distribution Date is a date on    But Before:                                       Then the
or after:                                                                                          Exercise
                                                                                                  Price shall
                                                                                                      be:

------------------------------------------------ ----------------------------------------------- --------------
[The Consummation Date]                          [The date 30 days after the Consummation Date]         $12.00
------------------------------------------------ ----------------------------------------------- --------------
[The date 30 days after the Consummation Date]   [The date 60 days after the Consummation Date]         $12.25
------------------------------------------------ ----------------------------------------------- --------------
[The date 60 days after the Consummation Date]   [The date 90 days after the Consummation Date]         $12.50
------------------------------------------------ ----------------------------------------------- --------------
[The date 90 days after the Consummation Date]   [The date 120 days after the Consummation              $12.75
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 120 days after the Consummation Date]  [The date 150 days after the Consummation              $13.00
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 150 days after the Consummation Date]  [The date 180 days after the Consummation              $13.25
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 180 days after the Consummation Date]  [The date 210 days after the Consummation              $13.50
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 210 days after the Consummation Date]  [The date 240 days after the Consummation              $13.75
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 240 days after the Consummation Date]  [The date 270 days after the Consummation              $14.00
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 270 days after the Consummation Date]  [The date 300 days after the Consummation              $14.25
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 300 days after the Consummation Date]  [The date 330 days after the Consummation              $14.50
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 330 days after the Consummation Date]  [The date 360 days after the Consummation              $14.75
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------

</TABLE>




                                       4
<PAGE>

                  "Expiration Date" means the first business day occurring more
         than six months after the applicable Warrant Distribution Date.

                  "Fair Market Value" means, with respect to any share of
         Common Stock, as of the date of determination the average of the daily
         closing prices for 30 consecutive trading days preceding the date of
         such computation.

                  "Holder" or "Warrantholder" means the registered holder of a
         Warrant.

                  "Independent Appraiser" means any nationally recognized
         investment banking firm or accounting firm (other than any investment
         banking firm or accounting firm having a significant ongoing
         relationship with the Company at the time of the appraisal) selected
         jointly in good faith by the Board of Directors and the Qualifying
         Warrantholder, whose fees and expenses shall be paid by the Company.

                  "Person" means any individual, corporation, limited liability
         company, partnership, joint venture, association, joint-stock company,
         trust, unincorporated organization, government or any agency or
         political subdivision thereof, or other entity.

                  "Plan" has the meaning set forth in Section 11(f) hereof.

                  "Register" has the meaning set forth in Section 5(c) hereof.

                  "Securities Act" means the Securities Act of 1933, as
         amended, or any similar Federal statute, and the rules and regulations
         of the Securities and Exchange Commission thereunder.

                  "Transfer Agent" has the meaning set forth in Section 10 
         hereof.

                  "Warrant Agent" means [Name of Warrant Agent] or the
         successor or successors of such Warrant Agent appointed in accordance
         with the terms hereof.

                  "Warrant Certificates" has the meaning set forth in the
         preamble hereof.

                  "Warrant Distribution Date" has the meaning set forth in the
         preamble hereof.

                  "Warrants" has the meaning set forth in the preamble hereof.

                  "Warrants Shares" means the shares of Common Stock issued or
         issuable upon the exercise of the Warrants.



                                       5
<PAGE>



                  SECTION 2. Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the terms and conditions set forth in this Agreement, and the Warrant Agent
hereby accepts such appointment.

                  SECTION 3. Warrant Certificates. (a) The Warrant
Certificates to be delivered pursuant to this Agreement shall be in registered
form only, shall be substantially in the form set forth in Exhibit A attached
hereto and shall have such insertions as are appropriate or required or
permitted by this Agreement and may have such letters, numbers, designations or
other marks of identification and such legends, summaries and endorsements
stamped, printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation
pursuant thereto or with any rule or regulation of any securities exchange on
which the Warrants may from time to time be listed. Warrant Certificates shall
be dated the date of countersignature by the Warrant Agent.

                  (b) The Warrant Certificates shall be issued at such time,
and from time to time, as provided in the Plan of Reorganization. Each Warrant
Certificate issued as of a particular Warrant Distribution Date and the
Warrants represented thereby shall be designated as a separate series (i.e.,
Class A, Series 1; Class A, Series 2; etc.).

                  (c) Pending the preparation of definitive Warrant
Certificates, temporary Warrant Certificates may be issued, which may be
printed, lithographed, typewritten, mimeographed or otherwise produced, and
which will be substantially of the tenor of the definitive Warrant Certificates
in lieu of which they are issued.

                  (d) If temporary Warrant Certificates are issued, the Company
will cause definitive Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Warrant Certificates, the temporary
Warrant Certificates shall be exchangeable for definitive Warrant Certificates
upon surrender of the temporary Warrant Certificates to the Warrant Agent,
without charge to the Holder. Temporary Warrant Certificates so surrendered for
exchange shall be cancelled by the Warrant Agent and disposed of by the Warrant
Agent in a manner satisfactory to the Company. Until so exchanged, the
temporary Warrant Certificates shall in all respects be entitled to the same
benefits under this Agreement as definitive Warrant Certificates.

                  SECTION 4. Execution of Warrant Certificates. (a) Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President or a Vice President of the
Company. Such signature upon the Warrant Certificates may be manual or in the
form of a facsimile signature of the present or any future Chairman of the
Board, Chief Executive Officer, President or Vice President of the Company, and
may be imprinted or otherwise reproduced on the Warrant Certificates and for
that purpose the Company may adopt and use the facsimile signature of any
person who shall have been Chairman of the Board, Chief Executive Officer,
President or Vice President of the Company, notwithstanding the



                                       6
<PAGE>



fact that at the time the Warrant Certificates shall be countersigned and
delivered or disposed of he or she shall have ceased to hold such office.

                  (b) In case any officer of the Company who shall have signed
any of the Warrant Certificates shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned by the Warrant
Agent, or delivered to the Holder thereof, such Warrant Certificates
nevertheless shall be countersigned and delivered with the same force and
effect as though such person had not ceased to be such officer of the Company,
unless the Warrant Agent has received written instructions from the Company not
to countersign and deliver such Certificates; and any Warrant Certificate may
be signed on behalf of the Company by any person who, at the actual date of the
execution of such Warrant Certificate, shall be a proper officer of the Company
to sign such Warrant Certificate, although at the date of the execution of this
Warrant Agreement any such person was not such officer.

                  SECTION 5. Registration and Countersignature. (a) The
Company and the Warrant Agent, on behalf of the Company, shall number and
register the Warrant Certificates in a Register (as hereinafter defined) as
they are issued by the Company which such register shall be maintained in
accordance with Section 5(c) hereof.

                  (b) Warrant Certificates shall be manually countersigned by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent shall, upon written instructions of the
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President of the Company, initially countersign, issue and deliver Warrants
entitling the Holders thereof to purchase not more than the number of Warrant
Shares referred to above in the first recital hereof and shall countersign and
deliver Warrants as otherwise provided in this Agreement.

                  (c) The Company shall maintain, or cause to be maintained, a
register (the "Register") of the Warrants at its registered office, at the
principal office of the Warrant Agent or at any other place in the United
States of America designated by the Company, showing (i) the names and the
latest known address of each person who is or has been a Holder; (ii) the
number of Warrants of each series held by each Holder; and (iii) the date and
particulars of the issue and transfer of Warrants. The registered owner on the
Register may be deemed and treated by the Company, the Warrant Agent and all
other persons dealing with the Warrants evidenced thereby as the Holder and
absolute owner thereof for any purpose and as the person entitled to exercise
the right represented thereby, or to the transfer on the books of the Company,
any notice to the contrary notwithstanding, and, until such transfer of the
Warrant on such books in accordance with the provisions of this Agreement, the
Company may treat the registered owner on the Register as the owner for all
purposes.

                  SECTION 6. Registration of Transfers and Exchanges. (a) The
Warrant Agent shall from time to time, subject to the limitations of Section 7
hereof, register the transfer of any outstanding Warrant Certificates upon the
records to be maintained by it for that purpose, upon



                                       7
<PAGE>


surrender thereof accompanied by a written instrument or instruments of
transfer in form satisfactory to the Warrant Agent, duly executed by the Holder
or Holders thereof or by the duly appointed legal representative thereof or by
a duly authorized attorney. Upon any such registration of transfer a new
Warrant Certificate(s) of like tenor and representing in the aggregate the
number and series of Warrants transferred, shall be issued to the
transferee(s), and the surrendered Warrant Certificate shall be cancelled by
the Warrant Agent. Upon any partial transfer, a new Warrant Certificate of like
tenor and representing in the aggregate the number and series of Warrants which
were not so transferred, shall be issued to, and in the name of, the
Warrantholder. Cancelled Warrant Certificates shall thereafter be disposed of
in a manner satisfactory to the Company.

                  (b) Any Warrant Certificate of a particular series may be
exchanged, subdivided or combined with other Warrant Certificates of the same
series evidencing the same rights as the rights evidenced thereby upon
presentation and surrender thereof at the principal office of the Warrant
Agent, together with a written notice signed by the Holder hereof specifying
the denominations in which new Warrant Certificate(s) are to be issued. Upon
presentation and surrender of any Warrant Certificates of a particular series,
together with such written notice, for exchange, subdivision or combination of
such Warrant Certificates, the Company will issue a new Warrant Certificate or
Warrant Certificates, in the denominations requested, of the same series and
like tenor entitling the Holder(s) thereof to purchase the same aggregate
number of Warrant Shares as the Warrant Certificate(s) so surrendered. Such new
Warrant Certificate(s) will be registered in the name of the Holder submitting
such request. Any Warrant Certificate surrendered for exchange, subdivision or
combination shall be canceled promptly upon the issuance of such new Warrant
Certificate(s) and then be disposed of by such Warrant Agent in a manner
satisfactory to the Company.

                  (c) The Warrant Agent is hereby authorized to countersign and
deliver, in accordance with the provisions of this Section 6 and of Section 5
hereof, the new Warrant Certificates required pursuant to the provisions of
this Section 6.

                  SECTION 7. Terms of Warrants; Exercise of Warrants. (a) The
Warrants issued hereunder shall be identical in form except (i) that each
Warrant Certificate issued as of a particular Warrant Distribution Date and the
Warrants represented thereby shall be designated as a separate series (i.e.,
Class A, Series 1; Class A, Series 2; etc.), and (ii) as to variations among
each series of Warrants as to the applicable Exercise Price and the applicable
Expiration Date.

                  (b) Subject to the terms of this Agreement, each Holder shall
have the right, upon payment of the applicable Exercise Price then in effect
for such Holder's series of Warrants in accordance with the terms of this
Agreement, from and after the date of issuance of such Warrants until 
5:00 p.m., New York City time, on the applicable Expiration Date for such 
series of Warrants, to receive from the Warrant Agent on behalf of the Company 
the number of fully paid and nonassessable Warrant Shares which the Holder may 
at the time be entitled to receive on exercise of such series of Warrants. 
Each Warrant not exercised on or before 5:00 p.m., New 




                                       8
<PAGE>


York City time, on the applicable Expiration Date shall become void and all 
rights thereunder and all rights in respect thereof under this Agreement shall
cease as of such time.

                  (c) The Warrants may be exercised during normal business
hours on any Business Day on or prior to the applicable Expiration Date upon
surrender to the Warrant Agent on behalf of the Company at the principal office
of the Warrant Agent of the certificate or certificates evidencing the Warrants
to be exercised with the form of subscription to purchase on the reverse
thereof duly completed and signed, and upon payment to the Warrant Agent for
the account of the Company of the applicable Exercise Price as adjusted as
herein provided, for each of the Warrant Shares in respect of which such
Warrants are then exercised. Payment of the aggregate Exercise Price for the
number of Warrant Shares specified in the subscription form shall be made, at
the option of the Holder:

                  (i) by wire transfer or by certified or official bank check
                  payable to the order of the Company in immediately available
                  funds in lawful money of the United States of America; or

                  (ii) by reducing the number of Warrant Shares issuable to
                  the Warrantholder by a number of shares of Common Stock that
                  have a value equal to the Exercise Price which otherwise
                  would have been paid. For the purpose of any exercise
                  pursuant to the previous sentence, the value of a share of
                  Common Stock shall be the Fair Market Value of such share on
                  the date of such exercise.

                  (d) Upon surrender of Warrants in accordance with this
Section 7, and payment of the applicable Exercise Price as provided above, the
Warrant Agent shall thereupon promptly notify the Company, and the Warrant
Agent shall deliver or cause to be delivered, as promptly as possible
thereafter, but in any event within five (5) business days of receipt of such
surrender and payment, to the Holder of such Warrant Certificate appropriate
evidence of ownership of any Warrant Shares or other securities or property
(including any money) to which the Holder is entitled, and, to the extent
possible, certificates representing the Warrant Shares or such other securities
shall be in such denomination(s) as such Holder shall request, and registered
or otherwise placed in, or payable to the order of, such name or names as may
be directed in writing by the Holder, and shall deliver or cause to be
delivered such evidence of ownership and any other securities or property
(including any money) to the person or persons entitled to receive the same,
together with an amount in cash in lieu of any fraction of a share as provided
in Section 13 hereof. Any such evidence of ownership shall be deemed to have
been issued and any Person so designated to be named therein shall be deemed to
have become a holder of record of such Warrant Shares as of the date of the
surrender of such Warrants and payment of the applicable Exercise Price,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares shall not then be actually
delivered to the Holder.

                  (e) The Warrants shall be exercisable either in full or from
time to time in part and, in the event that a Warrant Certificate is
surrendered to the Warrant Agent for exercise of 




                                       9
<PAGE>

fewer than all of the Warrants represented by such Warrant Certificate at any
time prior to the applicable Expiration Date, a new certificate evidencing the
remaining Warrant or Warrants but otherwise identical to the surrendered
Warrant Certificate (including, without limitation, of the same series) will be
issued by the Company, and the Warrant Agent is hereby irrevocably authorized
to countersign and to deliver the required new Warrant Certificate pursuant to
the provisions of this Section 7 and of Section 4 hereof as promptly as
possible, but in any event within five (5) Business Days of receipt of the
certificate evidencing the Warrants, and the Company, whenever required by the
Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly
executed on behalf of the Company for such purpose.

                  (f) All Warrant Certificates surrendered upon exercise of
Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant
Certificates shall then be disposed of by the Warrant Agent in a manner
satisfactory to the Company. The Warrant Agent shall account promptly to the
Company with respect to such Warrants exercised and concurrently pay to the
Company as promptly as practicable, but in any event within five (5) Business
Days of receipt, all monies received by the Warrant Agent for the purchase of
the Warrant Shares through the exercise of such Warrants.

                  (g) The Warrant Agent shall keep copies of this Agreement and
any notices given or received hereunder by or from the Company available for
inspection by the Holders during normal business hours at its office. The
Company shall supply the Warrant Agent from time to time with such numbers of
copies of this Agreement as the Warrant Agent may reasonably request.

                  SECTION 8.  Payment of Taxes. The Company will pay all
documentary stamp taxes and other governmental charges attributable to the
initial issuance of Warrant Shares upon the exercise of Warrants; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Warrant
Certificates or any certificates for Warrant Shares in a name other than that
of the Holder of a Warrant Certificate surrendered upon the exercise of a
Warrant, and the Company shall not be required to issue or deliver such Warrant
Certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

                  SECTION 9. Mutilated, Destroyed, Lost and Stolen Warrant
Certificates. (a) If (i) any mutilated Warrant Certificate is surrendered to
the Warrant Agent or (ii) the Company and the Warrant Agent receive evidence to
their reasonable satisfaction of the destruction, loss or theft of any Warrant
Certificate, and there is delivered to the Company and the Warrant Agent such
certificate or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute and upon the Company's written request the Warrant Agent
shall countersign and deliver, in exchange for any such mutilated Warrant
Certificate or in lieu of and in substitution for any such destroyed, lost or
stolen Warrant 





                                      10
<PAGE>

Certificate, a new Warrant Certificate of the same series, like tenor and for a
like aggregate number of Warrants. An applicant for such a substitute Warrant
Certificate shall also comply with such other reasonable regulations as the
Company may prescribe.

                  (b) Upon the issuance of any new Warrant Certificate under
this Section 9, the Company may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and the payment of such other reasonable charges as the
Company may prescribe, including reimbursement of reasonable fees and expenses
of the Company and the Warrant Agent incidental thereto.

                  (c) The provisions of this Section 9 are exclusive and shall
preclude (to the extent lawful) all other rights or remedies with respect to
the replacement of mutilated, destroyed, lost or stolen Warrant Certificates.

                  SECTION 10. Issuance of Warrant Shares. The Company will
keep a copy of this Agreement on file with the transfer agent for the Common
Stock (the "Transfer Agent") and with every subsequent transfer agent for any
shares of the Company's capital stock issuable upon the exercise of the rights
of purchase represented by the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition, from time to time, from such Transfer
Agent the certificates representing shares of the Common Stock and any cash
which may be payable as provided in Section 13 hereof required to honor
outstanding Warrants upon exercise thereof in accordance with the terms of this
Agreement. The Company will supply such Transfer Agent with duly executed
certificates representing shares of Common Stock for such purposes and will
provide or otherwise make available any cash which may be payable as provided
in Section 13 hereof. The Company will furnish such Transfer Agent and the
Warrant Agent a copy of all notices of adjustments and certificates related
thereto, transmitted to each Holder of the Warrants pursuant to Section 14
hereof.

                  SECTION 11. Adjustment of Exercise Price and Number of
Warrant Shares Issuable. The number and kind of Warrant Shares purchasable upon
the exercise of Warrants and the applicable Exercise Price shall be subject to
adjustment from time to time as follows, if at any time after the Consummation
Date and prior to the applicable Expiration Date:

                  (a) Stock Dividends. The Company shall pay a stock dividend
                  or other distribution payable in shares of Common Stock or
                  the number of shares of Common Stock shall have been
                  increased by a subdivision or split-up of shares of Common
                  Stock, then, on the date of the payment of such dividend or
                  distribution (retroactive to the record date) or immediately
                  after the effective date of subdivision or split-up, as the
                  case may be, the number of Warrant Shares to be delivered
                  upon exercise of the Warrants will be increased so that the
                  Warrantholder will be entitled to receive the number of
                  Warrant Shares that such Warrantholder would have owned
                  immediately following such action had the Warrants been
                  exercised immediately prior thereto or, in the case of a
                  stock dividend or distribution, prior 




                                      11
<PAGE>


                  to the record date for determination of shareholders entitled
                  thereto, and the applicable Exercise Price will be adjusted
                  as provided in Section 11(e) hereof.

                  (b) Combination of Stock. If the number of shares of Common
                  Stock outstanding shall have been decreased by a combination
                  of the outstanding shares of Common Stock, then, immediately
                  after the effective date of such combination, the number of
                  Warrant Shares to be delivered upon exercise of each Warrant
                  will be decreased so that the Warrantholder thereafter will
                  be entitled to receive the number of Warrant Shares that such
                  Warrantholder would have owned immediately following such
                  action had such Warrant been exercised immediately prior
                  thereto, and the applicable Exercise Price will be adjusted
                  as provided in Section 11(e) hereof.

                  (c) Reorganization, Etc. If any capital reorganization of
                  the Company, or any reclassification of the Common Stock, or
                  any consolidation of the Company with or merger of the
                  Company with or into any other Person or any sale, lease or
                  other transfer of all or substantially all of the assets of
                  the Company to any other Person, shall be effected in such a
                  way that the holders of Common Stock shall be entitled to
                  receive stock, other securities, cash or other assets
                  (whether such stock, other securities, cash or other assets
                  are issued or distributed by the Company or another Person)
                  with respect to or in exchange for Common Stock, then, upon
                  exercise of each Warrant, the Warrantholder shall have the
                  right to receive the kind and amount of stock, other
                  securities, cash or other assets receivable upon such
                  reorganization, reclassification, consolidation, merger or
                  sale, lease or other transfer by a holder of the number of
                  Warrant Shares that such Warrantholder would have been
                  entitled to receive upon exercise of such Warrant had such
                  Warrant been exercised immediately before such
                  reorganization, reclassification, consolidation, merger or
                  sale, lease or other transfer, subject to adjustments (as
                  determined in good faith by the Board of Directors of the
                  Company). Adjustments for events subsequent to the effective
                  date of such a reorganization, reclassification,
                  consolidation, merger, sale or transfer of assets shall be as
                  nearly equivalent as may be practicable to the adjustments
                  provided for in this Agreement. In any such event, effective
                  provisions shall be made in the certificate or articles of
                  incorporation of the resulting or surviving corporation, in
                  any contract of sale, merger, conveyance, lease, transfer or
                  otherwise so that the provisions set forth herein for the
                  protection of the rights of the Warrantholders shall
                  thereafter continue to be applicable; and any such resulting
                  or surviving corporation shall expressly assume the
                  obligation to deliver, upon exercise, such shares of stock,
                  other securities, cash and property. The provisions of this
                  Section 11 shall similarly apply to successive
                  consolidations, mergers, sales, leases or transfers.

                  (d) Adjustment for Rights Issue. In case the Company shall
                  issue rights, options or warrants (collectively, "Rights") to
                  all holders of its outstanding 




                                      12
<PAGE>

                  Common Stock entitling them to subscribe for or purchase
                  shares of Common Stock at a Price Per Share which is lower at
                  the record date mentioned below than either (x) the then
                  current Fair Market Value per share of Common Stock or (y)
                  the Exercise Price, or both, the number of Warrant Shares
                  thereafter purchasable upon the exercise of each Warrant
                  shall be determined by multiplying the number of Warrant
                  Shares theretofore purchasable upon exercise of each Warrant
                  by a fraction, the numerator of which shall be the number of
                  shares of Common Stock outstanding on the date of issuance of
                  such Rights plus the additional Number of Shares of Common
                  Stock offered for subscription or purchase in connection with
                  such Rights and the denominator of which shall be the number
                  of shares of Common Stock outstanding on the date of issuance
                  of such Rights plus the number of shares which the aggregate
                  Gross Proceeds received or receivable by the Company upon
                  exercise of such Rights would purchase at the greater of (x)
                  the Fair Market Value per share of Common Stock at such
                  record date or (y) the Exercise Price. Such adjustment shall
                  be made whenever Rights are issued, and shall become
                  effective immediately after the record date for the
                  determination of stockholders entitled to receive Rights. As
                  used herein, "Price Per Share" shall be defined and
                  determined in accordance with the following formula:

                           P  =  R/N

                           where

                           P  =  Price Per Share;

                           R = the "Gross Proceeds" received or receivable by
                           the Company in respect of Rights which shall be the
                           total amount received or receivable by the Company
                           in consideration for the issuance and sale of such
                           Rights plus the aggregate amount of additional
                           consideration payable to the Company upon exercise
                           thereof; provided that the proceeds received or
                           receivable by the Company shall be the cash proceeds
                           before deducting therefrom any cash compensation
                           paid or discount allowed in the sale, underwriting
                           or purchase thereof by underwriters or dealers or
                           others performing similar services; and

                           N = the "Number of Shares," which in the case of
                           Rights is the maximum number of shares of Common
                           Stock initially issuable upon exercise thereof.

                  (e) Adjustment for Other Distributions. (i) In case the
                  Company shall distribute to all holders of its shares of
                  Common Stock (x) evidences of indebtedness or assets
                  (excluding cash dividends or distributions payable out of the
                  consolidated earnings or surplus legally available for such
                  dividends or distributions and dividends or distributions
                  referred to in paragraphs (a), (c) or (d)




                                      13
<PAGE>


                  above) of the Company or any subsidiary or (y) shares of
                  capital stock of a subsidiary of the Company (such evidences
                  of indebtedness, assets and securities as set forth in
                  clauses (x) and (y) above, collectively, "Assets"), then in
                  each case the number of Warrant Shares thereafter purchasable
                  upon the exercise of each Warrant shall be determined by
                  multiplying the number of Warrant Shares theretofore
                  purchasable upon the exercise of each Warrant by a fraction,
                  the numerator of which shall be the Fair Market Value per
                  share of Common Stock on the date of such distribution and
                  the denominator of which shall be such Fair Market Value per
                  share of Common Stock less the fair value as of such record
                  date as determined reasonably and in good faith by the Board
                  of Directors of the Company of the portion of the Assets
                  applicable to one share of Common Stock. Such adjustment
                  shall be made whenever any such distribution is made, and
                  shall become effective on the date of distribution
                  retroactive to the record date for the determination of
                  stockholders entitled to receive such distribution.

                           (ii) In case the Company shall issue any shares of
                  Common Stock or rights, options or warrants to acquire shares
                  of Common Stock, other than the Exempted Issuances (as
                  defined below) and other than issuances covered by other
                  clauses of this Section 11, (x) within the first six months
                  after the Consummation Date at an Issue Price (as defined
                  below) which is lower than the then current Exercise Price,
                  then the Exercise Price of all outstanding Warrants and
                  Warrants issued thereafter shall be adjusted to a price equal
                  to the Issue Price, or (y) more than six months after the
                  Consummation Date, but prior to the Expiration Date, at an
                  Issue Price which is lower than both the current Exercise
                  Price and the Current Market Price of the Common Stock on the
                  date of issuance, then the Exercise Price of all outstanding
                  Warrants and Warrants issued thereafter shall be adjusted to
                  a price equal to that Issue Price. In the case the Company
                  shall issue rights, options or warrants to acquire shares of
                  Common Stock, the consideration received by the Company for
                  such issuance shall be deemed to be the same as the
                  consideration, if any, received by the Company upon the
                  issuance of such rights, options or warrants plus the minimum
                  purchase price provided in such options, warrants or rights
                  for the Common Stock covered thereby. "Exempted Issuances"
                  means securities issuances contemplated by the Third Amended
                  Plan (including securities issued on conversion or exercise
                  of securities contemplated by the Third Amended Plan),
                  issuances of shares of the Company's 8% Cumulative
                  Convertible Preferred Stock ("Convertible Preferred Stock")
                  as dividends on Convertible Preferred Stock and issuances
                  pursuant to employee benefit plans of shares of, and options
                  to acquire shares of, Common Stock, provided that such
                  issuances pursuant to employee benefit plans which are vested
                  or scheduled to vest prior to the Expiration Date do not
                  exceed, in the aggregate, 5% of the sum of the shares of
                  Common Stock outstanding as of the Consummation Date and
                  subject to issuance upon conversion of shares of Convertible
                  Preferred Stock outstanding as of the Consummation Date.
                  "Issue Price" means (i) in the case of the issuance of



                                      14
<PAGE>



                  Common Stock for cash, the amount of the cash proceeds
                  received or receivable by the Company before deducting
                  therefrom any cash compensation paid or discount allowed in
                  the sale, underwriting or purchase thereof by underwriters or
                  dealers or others performing similar services; (ii) in the
                  case of the issuance of Common Stock for consideration, in
                  whole or in part, other than cash, the fair value of such
                  consideration as determined by the Board of Directors of the
                  Company in good faith.

                  (f) Carryover. Notwithstanding any other provision of this
                  Section 11, no adjustment shall be made to the number of
                  Warrant Shares to be delivered to the Warrantholder (or to
                  the applicable Exercise Price) if such adjustment represents
                  less than 1% of the number of Warrant Shares to be so
                  delivered, but any lesser adjustment shall be carried forward
                  and shall be made at the time and together with the earlier
                  to occur of (i) the exercise of all or any portion of a
                  Warrant and (ii) the next subsequent adjustment that,
                  together with any adjustments so carried forward, shall
                  amount to 1% or more of the number of Warrant Shares to be so
                  delivered.

                  (g) Exercise Price Adjustment.

                           (i) Whenever the number of Warrant Shares
                           purchasable upon the exercise of the Warrants is
                           adjusted as provided pursuant to this Section 11,
                           the applicable Exercise Price payable upon the
                           exercise of a Warrant shall be adjusted by
                           multiplying such Exercise Price immediately prior to
                           such adjustment by a fraction, the numerator of
                           which shall be the number of Warrant Shares
                           purchasable upon the exercise of the Warrant
                           immediately prior to such adjustment, and the
                           denominator of which shall be the number of Warrant
                           Shares purchasable immediately thereafter; provided,
                           however, that the applicable Exercise Price for each
                           Warrant Share shall in no event be less than the par
                           value of such Warrant Share.

                           (ii) If at any time after the date of issuance of a
                           Warrant, the Company shall pay to holders of record
                           of Common Stock any cash dividends or other cash
                           distributions, then, on the date of the payment of
                           such dividend or distribution (retroactive to the
                           record date), the applicable Exercise Price payable
                           upon the exercise of such Warrant shall be adjusted
                           by reducing the applicable Exercise Price by the
                           amount of such dividend or distribution applicable
                           to one share of Common Stock; provided, however,
                           that the applicable Exercise Price for each Warrant
                           Share shall in no event be less than the par value
                           of such Warrant Share.

                  (h) Decrease in Exercise Price. The Company, in its sole
                  discretion, shall have the right at any time, or from time to
                  time, to decrease the applicable Exercise Price of the
                  Warrants and/or increase the number of Warrants Shares
                  issuable upon 



                                      15
<PAGE>



                  the exercise of the Warrants, including as it considers to be
                  advisable in order that any event treated for federal income
                  tax purposes as a dividend of stock or stock rights shall not
                  be taxable to recipients.

                  (i) Other Adjustments.

                           (A) In case the Company shall issue any shares of
                  Common Stock or rights, options or warrants to acquire shares
                  of Common Stock, other than the Exempted Issuances and other
                  than issuances covered by other clauses of this Section 11,
                  within the first six months after the Consummation Date at an
                  Issue Price which is equal to or greater than the then
                  current Exercise Price but lower than the Current Market
                  Price of the Common Stock on the date of issuance, then the
                  Board of Directors shall make such adjustments in the
                  application of the provisions of this Section 11, in
                  accordance with the essential intent and principles of this
                  Section 11, as shall be reasonably necessary, in the good
                  faith opinion of the Board of Directors, to protect the
                  purchase rights of the Holders in accordance with such
                  essential intent and principles.

                           (B) If any event occurs as to which the foregoing
                  provisions of this Section 11 are not strictly applicable or,
                  if strictly applicable, would not, in the good faith judgment
                  of the Board of Directors, fairly protect the purchase rights
                  of the Holders in accordance with the essential intent and
                  principles of such provisions, then the Board of Directors
                  shall make such adjustments in the application of such
                  provisions, in accordance with such essential intent and
                  principles, as shall be reasonably necessary, in the good
                  faith opinion of the Board of Directors, to protect such
                  purchase rights as aforesaid.

                  (j) Further Equitable Adjustments. If, after one or more
                  adjustments to the applicable Exercise Price pursuant to this
                  Section 11, the applicable Exercise Price cannot be reduced
                  further without falling below the greater of (i) $0.01 or
                  (ii) the lowest positive exercise price legally permissible
                  for warrants to acquire shares of Common Stock, the Company
                  shall make further adjustments to compensate the Holder,
                  consistent with the foregoing principles, as the Board of
                  Directors, acting in good faith, deems necessary, including
                  an increase in the number of Warrant Shares issuable upon
                  exercise of outstanding Warrants and/or a cash payment to the
                  Holders.

                  SECTION 12. Statement on Warrants. Irrespective of any
adjustment(s) in the number or kind of Warrant Shares issuable upon the
exercise in whole or in part of the Warrants or the applicable Exercise Price,
Warrants theretofore or thereafter issued may continue to express the same
number and kind of Warrant Shares as are stated in the Warrants initially
issuable from time to time pursuant to this Agreement, all subject to further
adjustment as provided herein.




                                      16
<PAGE>



                  SECTION 13. Fractional Interest. The Company shall not be
required to issue fractional shares of Common Stock on the exercise of
Warrants. If more than one Warrant shall be presented for exercise in full at
the same time by the same Holder, the number of full Warrant Shares which shall
be issuable upon such exercise shall be computed on the basis of the aggregate
number of shares of Common Stock acquirable on exercise of the Warrants so
presented. If any fraction of a share of Common Stock would, except for the
provisions of this Section 13, be issuable on the exercise of any Warrant (or
specified portion thereof), the Company shall (i) direct and deposit with the
Transfer Agent an amount sufficient to pay an amount in cash calculated by it
to equal the then current Fair Market Value per share multiplied by such
fraction computed to the nearest whole cent and (ii) deliver to the Transfer
Agent a written certificate of an officer of the Company setting forth the then
current Fair Market Value per share which certificate shall be conclusive
evidence of the correctness of the matters set forth therein, absent clear
error. The Holders, by their acceptance of the Warrant Certificates, expressly
waive any and all rights to receive any fraction of a share of Common Stock or
a stock certificate representing a fraction of a share of Common Stock.

                  SECTION 14. Notices to Warrantholders. (a) Upon any
adjustment of the applicable Exercise Price or number of Warrant Shares
issuable pursuant to Section 11 hereof, the Company shall as promptly as
practicable (x) give a written certificate of the Company to the Warrant Agent
of such adjustment or adjustments which certificate shall set forth for each
series of Warrant (i) the number of Warrant Shares issuable upon the exercise
of such series of Warrant and the applicable Exercise Price after such
adjustment, (ii) a brief statement of the facts requiring such adjustment,
(iii) the computation by which such adjustment was made, and (y) cause to be
given to each of the registered Holders of the Warrant Certificates at his
address appearing on the Register written notice of such adjustments by
first-class mail, postage prepaid. The Warrant Agent shall be entitled to rely
on the above-referenced certificate(s) and shall be under no duty or
responsibility with respect to any such certificate(s), except to exhibit the
same from time to time to any Holder desiring an inspection thereof during
reasonable business hours. The Warrant Agent shall not at any time be under any
duty or responsibility to any Holder to determine whether any facts exist that
may require any adjustment of the number of Warrant Shares or other stock or
property issuable on exercise of the Warrants or the applicable Exercise Price,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed in making such adjustment or the validity
or value (or the kind or amount) of any Warrant Shares or other stock or
property which may be issuable on exercise of the Warrants. The Warrant Agent
shall not be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver any Warrant Share or stock
certificates or other stock, securities or property upon the exercise of any
Warrant.

                  (b) With respect to each series of Warrants, prior to the
applicable Expiration Date, and for so long as such series of Warrants have not
been exercised in full, in the event of:

                   (i) any taking by the Company of a record of the holders of
         any class of securities for the purpose of determining the holders
         thereof who are entitled to receive any 



                                      17
<PAGE>

         dividend or other distribution, or any right to subscribe for,
         purchase or otherwise acquire any shares of stock of any class or any
         other securities, indebtedness or property, or to receive any other
         right, option or warrant; or

                  (ii) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company (other than a change in par value, or from par value to no par
         value, or from no par value to par value, or as a result of a
         subdivision or combination), any consolidation or merger involving the
         Company and any other party or any transfer of all or substantially
         all the assets of the Company to any other party or any tender offer
         or exchange offer by the Company for shares of Common Stock; or

                  (iii) any voluntary or involuntary dissolution, liquidation
         or winding-up of the Company,

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each Warrantholder of such series of Warrant at such
Warrantholder's address appearing on the Warrant Register, at least twenty (20)
days prior to the applicable record date hereinafter specified, or promptly in
the case of events for which there is no record date, by first class mail,
postage prepaid, a written notice stating (i) the date as of which the holders
of record of shares of Common Stock entitled to receive any such rights,
options, warrants or distributions are to be determined, or (ii) the initial
expiration date set forth in any tender offer or exchange offer for shares of
Common Stock, or (iii) the date on which any such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up is expected to become effective or consummated, as well as the date
as of which it is expected that the holders of record of shares of Common Stock
shall be entitled to exchange such shares for securities or other property, if
any, deliverable upon such reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding-up. The failure to give the
notice required by this Section 14 or any defect therein shall not affect the
legality or validity of any distribution, right, option, warrant,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation, winding up or action, or the vote upon any of the foregoing.

                  SECTION 15. Reservation of Warrant Shares, Etc. The Company
hereby agrees that at all times there shall be reserved for issuance and
delivery upon exercise of the Warrants, free from preemptive rights, liens,
security interests and other encumbrances, such number of shares of authorized
but unissued or treasury shares of Common Stock, or other stock or securities
deliverable pursuant to Section 11, as shall be required for issuance or
delivery upon exercise of the Warrants. Without limiting the generality of the
foregoing, the Company agrees that it will not take any action which would
result in Warrant Shares when issued not being validly and legally issued and
fully paid and nonassessable. The Company hereby represents that, as of the
date hereof, it has sufficient shares of Common Stock reserved for issuance
upon exercise of all outstanding Warrants.




                                      18
<PAGE>


                  SECTION 16. Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the Holders, by their acceptance
thereof, shall be bound:

                  (a) The statements contained herein and in the Warrant
                  Certificates shall be taken as statements of the Company, and
                  the Warrant Agent assumes no responsibility for the
                  correctness of any of the same except such as describe the
                  Warrant Agent or action taken or to be taken by it. The
                  Warrant Agent assumes no responsibility with respect to the
                  distribution of the Warrant Certificates or Warrant Shares or
                  payment or refund of the applicable Exercise Price except as
                  herein otherwise provided.

                  (b) The Warrant Agent may consult at any time with counsel
                  satisfactory to it and the Warrant Agent shall incur no
                  liability or responsibility to the Company or to any holder
                  of any Warrant Certificate in respect to any action taken,
                  suffered or omitted by it hereunder in good faith and in
                  accordance with the opinion or the advice of such counsel.

                  (c) The Company agrees to pay to the Warrant Agent
                  reasonable compensation for all services rendered by the
                  Warrant Agent in the execution of this Agreement, to
                  reimburse the Warrant Agent for all expenses, taxes and
                  governmental charges and other charges of any kind and nature
                  reasonably incurred by the Warrant Agent in the execution of
                  this Agreement and to indemnify the Warrant Agent and save it
                  harmless against any and all liabilities, including
                  judgments, reasonable costs and counsel fees, for anything
                  done or omitted by the Warrant Agent in the execution of this
                  Agreement except as a result of its negligence, bad faith or
                  willful misconduct.

                  (d) The Warrant Agent shall be under no obligation to
                  institute any action, suit or legal proceeding or to take any
                  other action likely to involve expense unless the Company or
                  one or more Holders shall furnish the Warrant Agent with
                  reasonable security for any costs and expenses which may be
                  incurred, but this provision shall not affect the power of
                  the Warrant Agent to take such action as it may consider
                  proper, whether with or without any such security. All rights
                  of action under this Agreement or under any of the Warrants
                  may be enforced by the Warrant Agent without the possession
                  of any of the Warrant Certificates or the production thereof
                  at any trial or other proceeding relative thereto, and any
                  such action, suit or proceeding instituted by the Warrant
                  Agent shall be brought in its name as Warrant Agent and any
                  recovery of judgment shall be for the ratable benefit of the
                  Holders, as the respective rights or interests may appear.

                  (e) The Warrant Agent, and any stockholder, director,
                  officer or employee of it, may buy, sell or deal in any of
                  the Warrants or other securities of the Company 


                                      19
<PAGE>

                  or become pecuniarily interested in any transaction in which
                  the Company may be interested, or contract with or lend money
                  to the Company or otherwise act as fully and freely as though
                  it were not Warrant Agent under this Agreement. Nothing
                  herein shall preclude the Warrant Agent from acting in any
                  other capacity for the Company or for any other legal entity.

                  (f) The Warrant Agent shall not at any time be under any
                  duty or responsibility to any Holder or the Company to make
                  or cause to be made any adjustment of the applicable Exercise
                  Price or number of the Warrant Shares or other securities or
                  property deliverable as provided in this Agreement, or to
                  determine whether any facts exist which may require any of
                  such adjustments, or with respect to the nature or extent of
                  any such adjustments, when made, or with respect to the
                  method employed in making the same. The Warrant Agent shall
                  not be accountable with respect to the validity or value or
                  the kind or amount of any Warrant Shares or of any securities
                  or property which may at any time be issued or delivered upon
                  the exercise of any Warrant or with respect to whether any
                  such Warrant Shares or other securities will when issued be
                  validly issued and fully paid and nonassessable, and makes no
                  representation with respect thereto.

                  SECTION 17. Merger, Consolidation or Change of Name of
Warrant Agent. (a) Any corporation into which the Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to the business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case at
the time such successor to the Warrant Agent shall succeed to the agency
created by this Agreement, and in case at that time any of the Warrant
Certificates shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent; and in case at that time any of the Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent
or in the name of the successor to the Warrant Agent; and in all such cases
such Warrant Certificates shall have the full force and effect provided in the
Warrant Certificates and in this Agreement.

                  (b) In case at any time the name of the Warrant Agent shall
be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent whose name has been changed
may adopt the countersignature under its prior name, and in case at that time
any of the Warrant Certificates shall not have been countersigned, the Warrant
Agent may countersign such Warrant Certificates either in its prior name or in
its changed name, and in all such cases such Warrant Certificates shall have
the full force and effect provided in the Warrant Certificates and in this
Agreement.




                                      20
<PAGE>



                  SECTION 18. Resignation and Removal of Warrant Agent;
Appointment of Successor. (a) No resignation or removal of the Warrant Agent
and no appointment of a successor warrant agent shall become effective until
the acceptance of appointment by the successor warrant agent as provided
herein. The Warrant Agent may resign its duties and be discharged from all
further duties and liability hereunder (except liability arising as a result of
the Warrant Agent's own negligence or willful misconduct) after giving written
notice to the Company. The Company may remove the Warrant Agent upon written
notice, and the Warrant Agent shall thereupon in like manner be discharged from
all further duties and liabilities hereunder, except as aforesaid. The Warrant
Agent shall, at the Company's expense, cause to be mailed (by first class mail,
postage prepaid) to each Holder at his last address as shown on the Register a
copy of said notice of resignation or notice of removal, as the case may be.
Upon such resignation or removal, the Company shall appoint in writing a new
warrant agent. If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation by
the resigning Warrant Agent or after such removal, then the resigning Warrant
Agent or the Holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of a new warrant agent. Any new warrant agent,
whether appointed by the Company or by such a court, shall be a corporation
doing business under the laws of the United States or any state thereof, in
good standing and having a combined capital and surplus of not less than
US$50,000,000. After acceptance in writing of such appointment by the new
warrant agent, it shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant
Agent, without any further assurance, conveyance, act or deed; but if for any
reason it shall be necessary or expedient to execute and deliver any further
assurance, conveyance, act or deed, the same shall be done at the expense of
the Company and shall be legally and validly executed and delivered by the
resigning or removed Warrant Agent. Not later than the effective date of any
such appointment, the Company shall give notice thereof to the resigning or
removed Warrant Agent. Failure to give any notice provided for in this Section
18(a), however, or any defect therein, shall not affect the legality or
validity of the resignation of the Warrant Agent or the appointment of a new
warrant agent, as the case may be.

                  (b) Any corporation into which the Warrant Agent or any new
warrant agent may be merged shall be a successor Warrant Agent under this
Agreement without any further act. Any such successor Warrant Agent shall, at
the Warrant Agent's expense, promptly cause notice of its succession as Warrant
Agent to be mailed (by first class mail, postage prepaid) to each Holder at
such Holder's last address as shown on the Register.

                  SECTION 19. Money and Other Property Deposited with the
Warrant Agent. Any money, securities and other property which at any time shall
be deposited by the Company or on its behalf with the Warrant Agent pursuant to
this Agreement shall be and are hereby assigned, transferred and set over to
the Warrant Agent in trust for the purpose for which such moneys, securities or
other property shall have been deposited, which such purpose shall be stated in
writing in reasonable detail and delivered to the Warrant Agent; but such
moneys, securities or other property need not be segregated from other funds,
securities or other property of the 


                                      21
<PAGE>



Warrant Agent except to the extent required by law. The Warrant Agent shall
distribute any money deposited with it for payment and distribution to any
Holder by mailing by first-class mail a check in such amount as is appropriate
to such Holder at the address shown on the Register, or as it may be otherwise
directed in writing by such Holder, upon surrender of such Holder's Warrants.
Any money or other property deposited with the Warrant Agent for payment and
distribution to any Holder that remains unclaimed for two years, less one day
after the date the money was deposited with the Warrant Agent, shall be paid to
the Company upon its request therefor.

                  SECTION 20. Compliance with Government Regulations;
Qualification under the Securities Laws.

                  (a) The Company covenants that if the shares of Common
                  Stock required to be reserved for purposes of exercise of
                  Warrants require, under any federal or state law,
                  registration with or approval of any governmental authority
                  before such shares may be issued upon exercise, the Company
                  will, unless the Company has received an opinion of counsel
                  to the effect that such registration is not then permitted by
                  such laws, use commercially reasonable efforts to cause such
                  shares to be duly so registered or approved, as the case may
                  be; provided that in no event shall such shares of Common
                  Stock be issued, and the exercise of all Warrants shall be
                  suspended, for the period during which such registration or
                  approval is required but not in effect; provided, further,
                  that the Expiration Date shall be extended one day for each
                  day (or portion thereof) that any such suspension is in
                  effect. The Company shall promptly notify the Warrant Agent
                  of any such suspension, and the Warrant Agent shall have no
                  duty, responsibility or liability in respect of any shares of
                  Common Stock issued or delivered prior to its receipt of such
                  notice. The Company shall promptly notify the Warrant Agent
                  of the termination of any such suspension, and such notice
                  shall set forth the number of days that the applicable
                  Exercise Period shall be extended as a result of such
                  suspension. The foregoing provisions of this Section 20 shall
                  not require that the Company effect or obtain any such
                  registration or approval of Warrant Shares in order to allow
                  the resale or transfer thereof by any Person that may be an
                  underwriter for purposes of Section 1145 of Chapter 11, Title
                  11 of the United States Code.

                  (b) The Company covenants that it shall, until the
                  expiration of one year after the final Expiration Date of any
                  Warrants, make available adequate current public information
                  with respect to the Company so as to satisfy paragraph (c) of
                  Rule 144 under the Securities Act of 1933, as amended.

                  (c) The Company covenants that it shall use commercially
                  reasonable efforts to have the Common Stock listed on the New
                  York Stock Exchange, subject to official notice of issuance
                  and subject to satisfaction of the Warrants with listing
                  requirements, as soon as practicable after the date hereof.



                                      22
<PAGE>




                  SECTION 21. Notices. (a) Any notice or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the Holder to or
on the Company shall be deemed given or made when and if delivered personally,
facsimiled (which is confirmed) or sent by overnight courier service, addressed
(until another address is filed in writing by the Company with the Warrant
Agent), as follows:

                                    Toy Biz, Inc.
                                    685 Third Avenue
                                    New York, New York  10017
                                    Facsimile No.: 212-682-5272
                                    Telephone: 212-588-5100
                                    Attention: Corporate Secretary

                  (b) In case the Company shall fail to maintain such office or
agency or shall fail to give such notice of the location or of any change in
the location thereof, presentations may be made and notices and demands may be
served at the principal office of the Warrant Agent.

                  (c) Any notice pursuant to this Agreement to be given by the
Company or by the Holder(s) of any Warrant Certificate to the Warrant Agent
shall be sufficiently given when and if deposited in the mail, first-class or
registered or overnight, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) to the Warrant Agent as
follows:

                                    [Name of Warrant Agent]
                                    [Address of Warrant Agent]
                                    Attn: [Corporate Trust Department]

                  (d) Any notice or demand authorized by this Agreement to be
given or made by the Warrant Agent or by the Company to any Holder shall be
sufficiently given or made when and if mailed by first-class or registered,
postage prepaid, mail to the Holder's address shown on the Register. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

                  (e) If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.

                  (f) If the Company mails a notice or communication to a
Holder or Holders, it shall deliver a copy of such notice to the Warrant Agent
at the same time.

                  SECTION 22. Supplements and Amendments. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement without
the approval of any Holders in order to cure any ambiguity or to correct or
supplement any provision contained herein



                                      23
<PAGE>


which may be defective or inconsistent with any other provision herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Warrant Agent may deem necessary or desirable and
which shall not in any way adversely affect the interests of the Holders. Any
amendment or supplement to this Agreement that has an adverse effect on the
interests of Holders shall require the written consent of Holders representing
a majority of the then outstanding Warrants. The consent of each Holder
affected shall be required for any amendment pursuant to which the applicable
Exercise Price would be increased or the number of Warrant Shares purchasable
upon exercise of Warrants would be decreased.

                  SECTION 23. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  SECTION 24. Termination. With respect to each series of
Warrants, this Agreement (other than the Company's obligations with respect to
Warrants of such series previously exercised and with respect to
indemnification under Section 18) shall terminate at 5:00 p.m., New York City
time, on the applicable Expiration Date.

                  SECTION 25. Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of Delaware.

                  SECTION 26. Benefits of This Agreement. (a) Nothing in this
Agreement shall be construed to give any person other than the Company, the
Warrant Agent and the Warrantholders (or other respective successors or
assigns) any legal or equitable right, remedy or claim under this Agreement.
This Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent and the Warrantholders (and other respective successors or
assigns).

                  (b) Prior to the exercise of the Warrants, no Holder as such,
shall be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to receive dividends or subscription rights, the
right to vote, to consent, to exercise any preemptive right, to receive any
notice of meetings of stockholders for the election of directors of the Company
or any other matter or to receive any notice of any proceedings of the Company,
except as may be specifically provided for herein. No provisions hereof, in the
absence of affirmative action by the Warrantholder hereof to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the
Warrantholder shall give rise to any liability of such Warrantholder as a
stockholder of the Company.

                  (c) All rights of action in respect of this Agreement are
vested in the Holders, and any Holder without the consent of the Warrant Agent
or the Holder, may, on such Holder's own behalf and for such Holder's own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, such
Holder's 




                                      24
<PAGE>


rights hereunder, including the right to exercise, exchange or surrender for
purchase such Holder's Warrants in the manner provided in this Agreement.

                  SECTION 27. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

                  SECTION 28. Headings. The headings of the Sections of this
Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.

                  SECTION 29. Severability. Any term or provision of this
Agreement or the Warrants which is invalid or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the other terms
and provisions of this Agreement or the Warrants or affecting the validity or
enforceability of any of the terms or provisions of this Agreement or the
Warrants in any other jurisdiction.



                                      25
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.

                            TOY BIZ, INC.

                            By____________________
                               Title______________

                            [NAME OF WARRANT AGENT]

                            By____________________
                               Title______________




                                      26
<PAGE>

                                                                    EXHIBIT A-1

         EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY
         TIME ON _________________.

Class A, Series __ No.                      Cusip No.
                       -------------
                                 ___________________Class A, Series __ Warrants

                [Form of Class A, Series __ Warrant Certificate]

                                 TOY BIZ, INC.

             (Incorporated under the laws of the State of Delaware)

                  This Warrant Certificate certifies that _________ or its
registered assigns, is the registered holder of Class A, Series __ Warrants
expiring __________ (the "Warrants") to purchase shares of Common Stock (the
"Common Stock"), of Toy Biz, Inc., a Delaware corporation (the "Company"). Each
Warrant entitles the registered holder upon exercise at any time during normal
business hours after the date hereof and on or before 5:00 p.m., New York City
time, on _______________, to receive from the Company _________ fully paid and
nonassessable shares of Common Stock (each such share a "Warrant Share") at the
initial exercise price (the "Exercise Price") of $_______ per share payable in
accordance with the terms, provisions and conditions of the Warrant Agreement
referred to on the reverse hereof upon surrender of this Warrant Certificate
and payment of the Exercise Price at the office or agency of the Warrant Agent,
but only subject to the terms, provisions and conditions set forth herein and
in the Warrant Agreement. The Exercise Price and number of Warrant Shares
issuable upon exercise of the Warrants are subject to adjustment from time to
time upon the occurrence of certain events set forth in the Warrant Agreement.

                  No Warrant may be exercised after 5:00 p.m., New York City
time, on ___________ and, to the extent not exercised by such time, such
Warrants shall become void.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

                  The terms of this Warrant Certificate are qualified in their
entirety by reference to the Warrant Agreement and, in the event of a conflict
between the terms of this Warrant Certificate and the terms of the Warrant
Agreement, the terms of the Warrant Agreement shall



                                      A-1


<PAGE>


control the rights, interests and obligations of the holders of the Warrants,
the Warrant Agent and the Company with respect to the Warrants.

                  This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.

                  This Warrant Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be signed by a duly authorized Officer.

Dated:

                                      TOY BIZ, INC.

                                      By _________________________
                                      Name:
                                      Title:

Countersigned:

[NAME OF WARRANT AGENT],

as Warrant Agent

By________________________
    Authorized Signature



                                      A-2
<PAGE>


                                 [REVERSE SIDE]

                  The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants expiring on the Expiration Date
entitling the holder on exercise to receive shares of Common Stock of the
Company and are issued or to be issued pursuant to a Warrant Agreement dated as
of _______, 1998 (the "Warrant Agreement"), duly executed and delivered by the
Company to [Warrant Agent], as Warrant Agent (the "Warrant Agent"), which
Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holders) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written
request to the Company. By accepting initial delivery, transfer or exchange of
this Warrant, the duly registered holder shall be deemed to have agreed to the
terms of the Warrant Agreement as it may be in effect from time to time,
including any amendments or supplements duly adopted in accordance therewith.

                  Payment of the Exercise Price may be made, at the option of
the holder, in cash by wire transfer or by certified or official bank check
payable to the order of the Company in immediately available funds in lawful
money of the United States of America, or by reducing the number of Warrant
Shares issuable to the holder by a number of shares of Common Stock that have a
value equal to the Exercise Price which otherwise would have been paid (for
purpose of any such exercise, the value of a share of Common Stock shall be the
Fair Market Value of such share on the date of such exercise).

                  Upon due presentation for registration of transfer of this
Warrant Certificate, with or without other Warrant Certificates, at the office
of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee(s) in exchange for this Warrant Certificate, with or without
other Warrant Certificates, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes. Neither the Warrants nor this
Warrant Certificate entities any holder hereof to any rights of a stockholder
of the Company.



                                      A-3

<PAGE>


                               SUBSCRIPTION FORM

(To be executed only upon exercise of Warrants represented by this Warrant 
Certificate)

To:      [Name of Warrant Agent],
             as Warrant Agent

         [Address of Warrant Agent]

                  The undersigned hereby irrevocably exercises [_____________]
of the Class A, Series __ Warrants represented by this Warrant Certificate and
herewith makes payment in accordance with the terms and conditions specified in
this Warrant Certificate and in the Warrant Agreement and surrenders this
Warrant Certificate and all right, title and interest therein to and directs
that the shares of Common Stock of Toy Biz, Inc. (the "Warrant Shares")
deliverable upon the exercise of such Class A, Series __ Warrants be registered
or placed in the name and at the address specified below and delivered thereto.

Dated:                       --------------------------------------------------
                             (Signature of Owner)

                             --------------------------------------------------
                             (Street Address)

                             --------------------------------------------------
                             (City)                (State)          (Zip Code)


                             Signature Guaranteed By:

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

Securities and/or check or other property (including, if such number of Class
A, Series __ Warrants exercised shall not be all of the Class A, Series __
Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for
the balance remaining of such Class A, Series __ Warrants) to be issued or
delivered to:

Name:

Street Address:

City, State and Zip Code:

Please insert social security or identifying number:


                                      A-4

<PAGE>


                      FORM OF ASSIGNMENT

                  For value received from the Assignee(s) named below, the
undersigned registered Holder of this Warrant Certificate hereby sells,
assigns, and transfers unto the Assignee(s) named below (including the
undersigned with respect to any Class A, Series __ Warrants constituting a part
of the Class A, Series __ Warrants evidenced by this Warrant Certificate not
being assigned hereby) all of the right of the undersigned under this Warrant
Certificate, with respect to the number of Class A, Series __ Warrants set
forth below:
                                        Social Security
                                          or other
Name of Assignee         Address        Identifying No.         No. of Warrants
----------------       ----------     -------------------       ---------------

and does hereby irrevocably constitute and appoint                 the 
undersigned's attorney to make such transfer on the books of         maintained
for the purposes, with full power of substitution in the premises.

Dated:                       --------------------------------------------------
                             (Signature of Owner)

                             --------------------------------------------------
                             (Street Address)

                             --------------------------------------------------
                             (City)                (State)          (Zip Code)


                             Signature Guaranteed By:

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


                                      A-5


<PAGE>

                                  EXHIBIT B-1

                                   TERM SHEET
                        FOR STOCKHOLDER CLASS A WARRANTS

Number of Warrants      4,000,000 (subject to increase or decrease to
                        accommodate rounding of Fractional Warrants), issuable
                        in one or more series, with each Warrant being
                        exercisable for one share of Common Stock. The date on
                        which each series of Warrants are issued is referred to
                        herein as the "Warrant Distribution Date." All Warrants
                        having the same Warrant Distribution Date shall
                        constitute the same series. The distribution of the
                        Warrants shall occur as promptly as reasonably
                        practicable after the Consummation Date. 


                        With respect to each series of Warrants issued on a
                        particular Warrant Distribution Date, the Exercise
                        Price shall be an amount per share of Common Stock as
                        follows: 
<TABLE>
<CAPTION>


If the Warrant Distribution Date is a               But Before:                    Then the Exercise
date on or after:                                                                  Price shall be:

<S>                                        <C>                                      <C>   
[The Consummation Date]                     [The date 30 days after the              $12.00
                                            Consummation Date]

[The date 30 days after the                 [The date 60 days after the              $12.25 
 Consummation  Date]                         Consummation Date]    

[The  date 60 days after the                [The date 90 days after the              $12.50
 Consummation Date ]                         Consummation Date]                         

[The date 90 days after the                 [The date 120 days after the             $12.75 
 Consummation Date]                          Consummation Date] 

[The date 120 days  after the               [The date 150 days after the             $13.00
 Consummation Date]                          Consummation Date]

[The date 150 days after the                [The date 180 days after the             $13.25
 Consummation Date]                          Consummation Date]

[The date 180 days after the                [The date 210 days after the             $13.50
 Consummation Date]                          Consummation Date]

[The date 210 days after the                [The date 240 days after the             $13.75
 Consummation Date]                          Consummation Date]

[The date 240 days after the                [The date 270 days after the             $14.00
 Consummation Date]                          Consummation Date]                   

[The date 270 days after the                [The date 300 days after the             $14.25
 Consummation Date]                          Consummation Date]

<PAGE>


<CAPTION>

[The date 300 days after the                [The date 330 days after the             $14.50
 Consummation Date]                          Consummation Date]

[The date 330 days after the                [The date 360 days after the             $14.75
 Consummation Date]                          Consummation Date]


</TABLE>


                If any Warrants have not yet been issued by the first
                anniversary of the Consummation Date (or the first business day
                thereafter if that date is not a business day) (the
                "Consummation Anniversary Date"), on the Consummation
                Anniversary Date Newco shall distribute all of those unissued
                Warrants to a financial institution (the "Warrant Liquidation
                Agent"). The Expiration Date of the Warrants distributed to the
                Warrant Liquidation Agent shall be six months after the date
                they are distributed to the Warrant Liquidation Agent and the
                Exercise Price of those Warrants shall be $14.75. The Warrant
                Liquidation Agent shall be instructed by Newco to sell those
                Warrants into the market as promptly as reasonably practical to
                permit an orderly sale. One-half of the fees and expenses of
                the Warrant Liquidation Agent shall be paid from the net
                proceeds of the sale of those Warrants if those net proceeds
                are sufficient to pay the fees and expenses of the Warrant
                Liquidation Agent. The balance of the fees and expenses of the
                Warrant Liquidation Agent shall be paid by Newco. Any remaining
                net proceeds of the sale of those Warrants shall be delivered
                to the Disbursing Agent to be held in a trust account and
                disbursed to claimants who would otherwise have been entitled
                to receive those Warrants after the Consummation Anniversary
                Date. Before the Consummation Anniversary Date, Newco shall
                either obtain a no-action letter from the Securities and
                Exchange Commission to the effect that neither (i) the issuance
                of those Warrants to the Warrant Liquidation Agent nor (ii) the
                resale of those Warrants by the Warrant Liquidation Agent will
                require registration under the Securities Act, or, if it does
                not obtain such a no-action letter, file and cause to become
                effective a registration statement under the Securities Act as
                promptly as reasonably practical after the Consummation Date.
                Prior to the Confirmation Date, Toy Biz shall designate a
                financial institution to serve as the Warrant Liquidation Agent
                and shall prepare a form of Warrant Liquidation Agreement to
                effectuate these arrangements. The Warrant Liquidation Agent
                and Warrant Liquidation Agreement shall be subject to the
                approval of the Trustee and the Senior Secured Lenders, which
                shall not be unreasonably withheld or delayed.

Expiration Date:For each series of Warrants, the first business day occurring
                more than six months after the Warrant Distribution Date
                applicable to that series.

Anti-Dilution   The Warrants shall be subject to customary anti-dilution 
Adjustments:    adjustments with respect to stock dividends, stock splits or 
                other similar capital reorganizations. If any anti-dilution
                event occurs prior the issuance of any series of Warrants, then
                the Board of Directors shall make appropriate adjustment in the
                exercise rights of that series of Warrants so that the Warrants
                shall be subject, as nearly as may be practical, to the
                adjustment which would have resulted from that anti-dilution
                event had the Warrants been outstanding at the time of that
                event.

                If any shares of Common Stock, or warrants or other rights to
                acquire shares of Common Stock, other than Exempted Issuances,
                are issued within six months after Consummation Date for an
                issue price less than the then current Exercise Price, then the


                                       2

<PAGE>



                Exercise Price of all outstanding Warrants and Warrants issued
                thereafter shall be changed to an amount equal to that issue
                price. If any shares of Common Stock, or warrants or other
                rights to acquire shares of Common Stock, other than Exempted
                Issuances, are issued within six months after Consummation Date
                for an issue price which is equal to or greater than the then
                current Exercise Price but less than the then Current Market
                Price per share of Common Stock, then appropriate adjustment
                shall be made by the Board of Directors to the Exercise Price
                of all outstanding Warrants and Warrants issued thereafter. If
                any shares of Common Stock, or warrants or other rights to
                acquire shares of Common Stock, other than Exempted Issuances,
                are issued more than six months after the Consummation Date but
                prior to the Expiration Date for an issue price which is less
                than both the then current Exercise Price and the then Current
                Market Price per share of Common Stock, then the Exercise Price
                of all outstanding Warrants and Warrants issued thereafter
                shall be changed to an amount equal to that issue price.
                "Exempted Issuances" means securities issuances contemplated by
                the Third Amended Plan (including securities issuable on
                conversion or exercise of securities contemplated by the Third
                Amended Plan), issuances of shares of Convertible Preferred
                Stock as dividends on shares of Convertible Preferred Stock and
                issuances pursuant to employee benefit plans of shares of, and
                options to acquire shares of, Common Stock, provided that such
                issuances pursuant to employee benefit plans which are vested
                or scheduled to vest prior to the Expiration Date do not
                exceed, in the aggregate, 5% of the sum of the shares of Common
                Stock outstanding as of the Consummation Date and subject to
                issuance upon conversion of shares of Convertible Preferred
                Stock outstanding as of the Consummation Date.



                                       3

<PAGE>

                                                                      EXHIBIT C

                                                      CLASS B WARRANT AGREEMENT

                               WARRANT AGREEMENT
                               -----------------

                  WARRANT AGREEMENT, dated as of ____________, 1998 (this
"Agreement") between Toy Biz, Inc., a Delaware corporation (the "Company"), and
[Name of Warrant Agent], as warrant agent (the "Warrant Agent").

                  WHEREAS, as consideration paid by the Company in connection
with the settlement and resolution of all disputes between stockholders of
Marvel Entertainment Group, Inc., a Delaware corporation ("Marvel"), and the
Debtors (as herein defined), in connection with a Third Amended Joint Plan of
Reorganization under Chapter 11, Title 11, United States Code (the "Plan of
Reorganization"), for Marvel, the Asher Candy Company, Fleer Corp., Frank H.
Fleer Corp., Heroes World Distribution, Inc., Malibu Comics Entertainment,
Inc., Marvel Characters, Inc., Marvel Direct Marketing Inc., and SkyBox
International Inc. (collectively, the "Debtors") and of Marvel Holdings, Inc.,
Marvel (Parent) Holdings, Inc., and Marvel III Holdings, Inc. (collectively,
the "Holding Companies"), jointly proposed by the Company and certain holders
of senior secured indebtedness of Marvel, the Company proposes to issue and
deliver warrant certificates (the "Warrant Certificates"), at such time, and
from time to time as provided in the Plan of Reorganization (the "Warrant
Distribution Date") to each holder of an Allowed Equity Interest and Allowed
Class Securities Litigation Claims (as defined in the Plan of Reorganization)
evidencing Class B Warrants (the "Warrants") to acquire, under certain
circumstances, an aggregate of 3,000,000 shares of the 8% cumulative
convertible preferred stock, $0.01 par value per share, of the Company (the
"Preferred Stock"), representing ___ percent (___%) of the fully diluted
Preferred Stock, such number of Warrants and shares of Preferred Stock being
subject to adjustment as set forth herein; and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance of the Warrant Certificates and other matters
provided herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, and for the purpose of defining the
respective rights and obligations of the Company, the Warrant Agent and the
Holders (as defined herein), the parties hereto agree as follows:

                  SECTION 1. Certain Definitions. As used in this Agreement,
the following terms shall have the following respective meanings:

                  "Affiliate" means, (i) with respect to any specified Person,
         any other Person that, directly or indirectly, controls, is controlled
         by or is under direct or indirect common



<PAGE>


         control with such specified Person, or any executive officer or
         director of any such specified Person or other Person or (ii) with
         respect to any natural Person, any Person having a relationship with
         such person by blood, marriage or adoption not more remote than first
         cousin. For the purposes of this definition, "control," when used with
         respect to any specified Person, means the possession, direct or
         indirect, of the power to direct the management and policies of such
         Person, directly or indirectly, whether through the ownership of
         voting securities, by contract or otherwise; provided, however, that
         beneficial ownership of 10% or more of the voting securities of a
         Person will be deemed to be control. The terms "controlling" and
         "controlled" have meanings correlative to the foregoing.

                  "Board of Directors" means the Company's Board of Directors
         or a duly appointed committee of the Company's Board of Directors.

                  "Business Day" means each Monday, Tuesday, Wednesday,
         Thursday and Friday which is not a day on which banking institutions
         in The City of New York, or the city in which the principal corporate
         trust office of the Warrant Agent is located, are authorized or
         obligated by law or executive order to be closed.

                  "Closing Price" means (a) if the Preferred Stock shall be
         then listed or admitted to trading on the New York Stock Exchange, the
         closing price on the NYSE-Consolidated Tape (or any successor
         composite tape reporting transactions on the New York Stock Exchange)
         or, if such a composite tape shall not be in use or shall not report
         transactions in the Preferred Stock, or if the Preferred Stock shall
         be listed on a stock exchange other than the New York Stock Exchange,
         the last reported sales price regular way or, in case no such reported
         sale takes place on such day, the average of the closing bid and asked
         prices regular way for such day, in each case on the principal
         national securities exchange on which the shares of Preferred Stock
         are listed or admitted to trading (which shall be the national
         securities exchange on which the greatest number of shares of the
         Preferred Stock have been traded during such 30 consecutive trading
         days); or

                  (b) if the Preferred Stock is not listed or admitted to
         trading, the average of the closing sale prices as reported by the
         NASDAQ National Market System or, if the Preferred Stock is not
         included on such system, the average of the closing bid and asked
         prices of the Preferred Stock in the over-the-counter market as
         reported by any system maintained by the NASD or any comparable system
         or, if the Preferred Stock is not included for quotation in any such
         system, the average of the closing bid and asked prices as furnished
         by two members of the NASD selected reasonably and in good faith from
         time to time by the Board of Directors for that purpose; or

                  (c) if the Preferred Stock is not listed or admitted to
         trading and in the absence of one or more such quotations, the Fair
         Market Value shall be as reasonably determined in good faith by the
         Board of Directors (which determination shall be reasonably described
         



                                       2
<PAGE>



         in a written notice delivered to the Warrantholders) or, if an
         objection is made to such determination by a Qualifying Warrantholder
         (as defined below) in accordance with the following sentence, as
         determined by an Independent Appraiser in accordance with the
         following sentence. In the event that any Qualifying Warrantholder
         shall object to the determination of the Board of Directors of the
         Fair Market Value by delivering written notice to the Company within
         ten (10) Business Days following the receipt by such Qualifying
         Warrantholder of such determination of the Board of Directors, the
         Fair Market Value shall instead be determined in good faith by an
         Independent Appraiser. The term "Qualifying Warrantholder" shall
         include any Warrantholder (or group of Warrantholders) that, at the
         time of any objection to the determination of the Board of Directors
         of the Fair Market Value, beneficially owns collectively, together
         with its Affiliates, at least ten percent (10%) of the Warrants on a
         fully diluted basis. The determination of the Board of Directors of
         the Fair Market Value shall be binding and conclusive if no objection
         is made to such determination by a Qualifying Warrantholder in
         accordance with the terms set forth above in this paragraph. The fees
         and expenses of any Independent Appraiser determining the Fair Market
         Value shall be borne by the Company and the determination by such
         Independent Appraiser of the Fair Market Value shall be binding and
         conclusive.

                  "Common Stock" means the common stock, $0.01 par value per
         share, of the Company.

                  "Company" means Toy Biz, Inc., a Delaware corporation, and
         its successors and assigns.

                  "Consummation Date" has the meaning set forth in the Plan of
         Reorganization.

                  "Current Market Price" means the Closing Price of the Common
         Stock as of the day immediately preceding the day on which the Current
         Market Price is determined, or, in the case of a firm commitment
         underwriting, the Current Market Price on the date on which the price
         at which the Company is contractually bound to sell its Common Stock
         in an underwritten offering is fixed.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations of the Securities and Exchange
         Commission thereunder.

                  "Exercise Price" means the purchase price per share of Common
         Stock to be paid upon the exercise of each Warrant in accordance with
         the terms hereof, which price shall 


                                       3

<PAGE>


         be determined as described below, in each case subject to adjustment
         from time to time pursuant to Section 11 hereof. With respect to each
         series of Warrants issued on a particular Warrant Distribution Date,
         the Exercise Price shall be an amount per share of Preferred Stock as
         follows:
<TABLE>
<CAPTION>

------------------------------------------------ ----------------------------------------------- --------------
<S>                                             <C>                                              <C>
If the Warrant Distribution Date is a date on    But Before:                                       Then the
or after:                                                                                          Exercise
                                                                                                  Price shall
                                                                                                      be:

------------------------------------------------ ----------------------------------------------- --------------
[The Consummation Date]                          [The date 30 days after the Consummation Date]         $10.65
------------------------------------------------ ----------------------------------------------- --------------
[The date 30 days after the Consummation Date]   [The date 60 days after the Consummation Date]         $10.76
------------------------------------------------ ----------------------------------------------- --------------
[The date 60 days after the Consummation Date]   [The date 90 days after the Consummation Date]         $10.86
------------------------------------------------ ----------------------------------------------- --------------
[The date 90 days after the Consummation Date]   [The date 120 days after the Consummation              $10.97
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 120 days after the Consummation Date]  [The date 150 days after the Consummation              $11.08
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 150 days after the Consummation Date]  [The date 180 days after the Consummation              $11.19
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 180 days after the Consummation Date]  [The date 210 days after the Consummation              $11.31
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 210 days after the Consummation Date]  [The date 240 days after the Consummation              $11.42
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 240 days after the Consummation Date]  [The date 270 days after the Consummation              $11.53
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 270 days after the Consummation Date]  [The date 300 days after the Consummation              $11.65
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 300 days after the Consummation Date]  [The date 330 days after the Consummation              $11.76
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
[The date 330 days after the Consummation Date]  [The date 360 days after the Consummation              $11.88
                                                 Date]
------------------------------------------------ ----------------------------------------------- --------------
</TABLE>

                                       4
<PAGE>

                  "Expiration Date" means the first business day occurring more
         than six months after the applicable Warrant Distribution Date.

                  "Fair Market Value" means, with respect to any share of
         Preferred Stock, as of the date of determination the average of the
         daily closing prices for [20] consecutive trading days preceding the
         date of such computation.

                  "Holder" or "Warrantholder" means the registered holder of a
         Warrant.

                  "Independent Appraiser" means any nationally recognized
         investment banking firm or accounting firm (other than any investment
         banking firm or accounting firm having a significant ongoing
         relationship with the Company at the time of the appraisal) selected
         jointly in good faith by the Board of Directors and the Qualifying
         Warrantholder, whose fees and expenses shall be paid by the Company.

                  "Person" means any individual, corporation, limited liability
         company, partnership, joint venture, association, joint-stock company,
         trust, unincorporated organization, government or any agency or
         political subdivision thereof, or other entity.

                  "Plan" has the meaning set forth in Section 11(f) hereof.

                  "Preferred Stock" has the meaning set forth in the preamble
         hereof.

                  "Register" has the meaning set forth in Section 5(c) hereof.

                  "Securities Act" means the Securities Act of 1933, as
         amended, or any similar Federal statute, and the rules and regulations
         of the Securities and Exchange Commission thereunder.

                  "Transfer Agent" has the meaning set forth in Section 10 
         hereof.

                  "Warrant Agent" means [Name of Warrant Agent] or the
         successor or successors of such Warrant Agent appointed in accordance
         with the terms hereof.

                  "Warrant Certificates" has the meaning set forth in the
         preamble hereof.

                  "Warrant Distribution Date" has the meaning set forth in the
         preamble hereof.

                  "Warrants" has the meaning set forth in the preamble hereof.

                  "Warrants Shares" means the shares of Preferred Stock issued
         or issuable upon the exercise of the Warrants.



                                       5
<PAGE>



                  SECTION 2. Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the terms and conditions set forth in this Agreement, and the Warrant Agent
hereby accepts such appointment.

                  SECTION 3. Warrant Certificates. (a) The Warrant
Certificates to be delivered pursuant to this Agreement shall be in registered
form only, shall be substantially in the form set forth in Exhibit A attached
hereto and shall have such insertions as are appropriate or required or
permitted by this Agreement and may have such letters, numbers, designations or
other marks of identification and such legends, summaries and endorsements
stamped, printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation
pursuant thereto or with any rule or regulation of any securities exchange on
which the Warrants may from time to time be listed. Warrant Certificates shall
be dated the date of countersignature by the Warrant Agent.

                  (b) The Warrant Certificates shall be issued at such time,
and from time to time, as provided in the Plan of Reorganization. Each Warrant
Certificate issued as of a particular Warrant Distribution Date and the
Warrants represented thereby shall be designated as a separate series (i.e.,
Class B, Series 1; Class B, Series 2; etc.).

                  (c) Pending the preparation of definitive Warrant
Certificates, temporary Warrant Certificates may be issued, which may be
printed, lithographed, typewritten, mimeographed or otherwise produced, and
which will be substantially of the tenor of the definitive Warrant Certificates
in lieu of which they are issued.

                  (d) If temporary Warrant Certificates are issued, the Company
will cause definitive Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Warrant Certificates, the temporary
Warrant Certificates shall be exchangeable for definitive Warrant Certificates
upon surrender of the temporary Warrant Certificates to the Warrant Agent,
without charge to the Holder. Temporary Warrant Certificates so surrendered for
exchange shall be cancelled by the Warrant Agent and disposed of by the Warrant
Agent in a manner satisfactory to the Company. Until so exchanged, the
temporary Warrant Certificates shall in all respects be entitled to the same
benefits under this Agreement as definitive Warrant Certificates.

                  SECTION 4. Execution of Warrant Certificates. (a) Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President or a Vice President of the
Company. Such signature upon the Warrant Certificates may be manual or in the
form of a facsimile signature of the present or any future Chairman of the
Board, Chief Executive Officer, President or Vice President of the Company, and
may be imprinted or otherwise reproduced on the Warrant Certificates and for
that purpose the Company may adopt and use the facsimile signature of any
person who shall have been Chairman of the Board, Chief Executive Officer,
President or Vice President of the Company, notwithstanding the




                                       6
<PAGE>



fact that at the time the Warrant Certificates shall be countersigned and
delivered or disposed of he or she shall have ceased to hold such office.

                  (b) In case any officer of the Company who shall have signed
any of the Warrant Certificates shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned by the Warrant
Agent, or delivered to the Holder thereof, such Warrant Certificates
nevertheless shall be countersigned and delivered with the same force and
effect as though such person had not ceased to be such officer of the Company,
unless the Warrant Agent has received written instructions from the Company not
to countersign and deliver such Certificates; and any Warrant Certificate may
be signed on behalf of the Company by any person who, at the actual date of the
execution of such Warrant Certificate, shall be a proper officer of the Company
to sign such Warrant Certificate, although at the date of the execution of this
Warrant Agreement any such person was not such officer.

                  SECTION 5. Registration and Countersignature. (a) The
Company and the Warrant Agent, on behalf of the Company, shall number and
register the Warrant Certificates in a Register (as hereinafter defined) as
they are issued by the Company which such register shall be maintained in
accordance with Section 5(c) hereof.

                  (b) Warrant Certificates shall be manually countersigned by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent shall, upon written instructions of the
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President of the Company, initially countersign, issue and deliver Warrants
entitling the Holders thereof to purchase not more than the number of Warrant
Shares referred to above in the first recital hereof and shall countersign and
deliver Warrants as otherwise provided in this Agreement.

                  (c) The Company shall maintain, or cause to be maintained, a
register (the "Register") of the Warrants at its registered office, at the
principal office of the Warrant Agent or at any other place in the United
States of America designated by the Company, showing (i) the names and the
latest known address of each person who is or has been a Holder; (ii) the
number of Warrants of each series held by each Holder; and (iii) the date and
particulars of the issue and transfer of Warrants. The registered owner on the
Register may be deemed and treated by the Company, the Warrant Agent and all
other persons dealing with the Warrants evidenced thereby as the Holder and
absolute owner thereof for any purpose and as the person entitled to exercise
the right represented thereby, or to the transfer on the books of the Company,
any notice to the contrary notwithstanding, and, until such transfer of the
Warrant on such books in accordance with the provisions of this Agreement, the
Company may treat the registered owner on the Register as the owner for all
purposes.

                  SECTION 6. Registration of Transfers and Exchanges. (a) The
Warrant Agent shall from time to time, subject to the limitations of Section 7
hereof, register the transfer of any outstanding Warrant Certificates upon the
records to be maintained by it for that purpose, upon




                                       7
<PAGE>

surrender thereof accompanied by a written instrument or instruments of
transfer in form satisfactory to the Warrant Agent, duly executed by the Holder
or Holders thereof or by the duly appointed legal representative thereof or by
a duly authorized attorney. Upon any such registration of transfer a new
Warrant Certificate(s) of like tenor and representing in the aggregate the
number and series of Warrants transferred, shall be issued to the
transferee(s), and the surrendered Warrant Certificate shall be cancelled by
the Warrant Agent. Upon any partial transfer, a new Warrant Certificate of like
tenor and representing in the aggregate the number and series of Warrants which
were not so transferred, shall be issued to, and in the name of, the
Warrantholder. Cancelled Warrant Certificates shall thereafter be disposed of
in a manner satisfactory to the Company.

                  (b) Any Warrant Certificate of a particular series may be
exchanged, subdivided or combined with other Warrant Certificates of the same
series evidencing the same rights as the rights evidenced thereby upon
presentation and surrender thereof at the principal office of the Warrant
Agent, together with a written notice signed by the Holder hereof specifying
the denominations in which new Warrant Certificate(s) are to be issued. Upon
presentation and surrender of any Warrant Certificates of a particular series,
together with such written notice, for exchange, subdivision or combination of
such Warrant Certificates, the Company will issue a new Warrant Certificate or
Warrant Certificates, in the denominations requested, of the same series and
like tenor entitling the Holder(s) thereof to purchase the same aggregate
number of Warrant Shares as the Warrant Certificate(s) so surrendered. Such new
Warrant Certificate(s) will be registered in the name of the Holder submitting
such request. Any Warrant Certificate surrendered for exchange, subdivision or
combination shall be canceled promptly upon the issuance of such new Warrant
Certificate(s) and then be disposed of by such Warrant Agent in a manner
satisfactory to the Company.

                  (c) The Warrant Agent is hereby authorized to countersign and
deliver, in accordance with the provisions of this Section 6 and of Section 5
hereof, the new Warrant Certificates required pursuant to the provisions of
this Section 6.

                  SECTION 7. Terms of Warrants; Exercise of Warrants. (a) The
Warrants issued hereunder shall be identical in form except (i) that each
Warrant Certificate issued as of a particular Warrant Distribution Date and the
Warrants represented thereby shall be designated as a separate series (i.e.,
Class B, Series 1; Class B, Series 2; etc.), and (ii) as to variations among
each series of Warrants as to the applicable Exercise Price and the applicable
Expiration Date.

                  (b) Subject to the terms of this Agreement, each Holder shall
have the right, upon payment of the applicable Exercise Price then in effect
for such Holder's series of Warrants in accordance with the terms of this
Agreement, from and after the date of issuance of such of Warrants until 5:00
p.m., New York City time, on the applicable Expiration Date for such series of
Warrants, to receive from the Warrant Agent on behalf of the Company the number
of fully paid and nonassessable Warrant Shares which the Holder may at the time
be entitled to receive on exercise of such series of Warrants. Each Warrant not
exercised on or before 5:00 p.m., New



                                       8
<PAGE>



York City time, on the applicable Expiration Date shall become void and all
rights thereunder and all rights in respect thereof under this Agreement shall
cease as of such time.

                  (c) The Warrants may be exercised during normal business
hours on any Business Day on or prior to the applicable Expiration Date upon
surrender to the Warrant Agent on behalf of the Company at the principal office
of the Warrant Agent of the certificate or certificates evidencing the Warrants
to be exercised with the form of subscription to purchase on the reverse
thereof duly completed and signed, and upon payment to the Warrant Agent for
the account of the Company of the applicable Exercise Price as adjusted as
herein provided, for each of the Warrant Shares in respect of which such
Warrants are then exercised. Payment of the aggregate Exercise Price for the
number of Warrant Shares specified in the subscription form shall be made, at
the option of the Holder:

                  (i) by wire transfer or by certified or official bank check
                  payable to the order of the Company in immediately available
                  funds in lawful money of the United States of America; or

                  (ii) by reducing the number of Warrant Shares issuable to
                  the Warrantholder by a number of shares of Preferred Stock
                  that have a value equal to the Exercise Price which otherwise
                  would have been paid. For the purpose of any exercise
                  pursuant to the previous sentence, the value of a share of
                  Preferred Stock shall be the Fair Market Value of such share
                  on the date of such exercise.

                  (d) Upon surrender of Warrants in accordance with this
Section 7, and payment of the applicable Exercise Price as provided above, the
Warrant Agent shall thereupon promptly notify the Company, and the Warrant
Agent shall deliver or cause to be delivered, as promptly as possible
thereafter, but in any event within five (5) business days of receipt of such
surrender and payment, to the Holder of such Warrant Certificate appropriate
evidence of ownership of any Warrant Shares or other securities or property
(including any money) to which the Holder is entitled, and, to the extent
possible, certificates representing the Warrant Shares or such other securities
shall be in such denomination(s) as such Holder shall request, and registered
or otherwise placed in, or payable to the order of, such name or names as may
be directed in writing by the Holder, and shall deliver or cause to be
delivered such evidence of ownership and any other securities or property
(including any money) to the person or persons entitled to receive the same,
together with an amount in cash in lieu of any fraction of a share as provided
in Section 13 hereof. Any such evidence of ownership shall be deemed to have
been issued and any Person so designated to be named therein shall be deemed to
have become a holder of record of such Warrant Shares as of the date of the
surrender of such Warrants and payment of the applicable Exercise Price,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares shall not then be actually
delivered to the Holder.

                  (e) The Warrants shall be exercisable either in full or from
time to time in part and, in the event that a Warrant Certificate is
surrendered to the Warrant Agent for exercise of 



                                       9
<PAGE>


fewer than all of the Warrants represented by such Warrant Certificate at any
time prior to the applicable Expiration Date, a new certificate evidencing the
remaining Warrant or Warrants but otherwise identical to the surrendered
Warrant Certificate (including, without limitation, of the same series) will be
issued by the Company, and the Warrant Agent is hereby irrevocably authorized
to countersign and to deliver the required new Warrant Certificate pursuant to
the provisions of this Section 7 and of Section 4 hereof as promptly as
possible, but in any event within five (5) Business Days of receipt of the
certificate evidencing the Warrants, and the Company, whenever required by the
Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly
executed on behalf of the Company for such purpose.

                  (f) All Warrant Certificates surrendered upon exercise of
Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant
Certificates shall then be disposed of by the Warrant Agent in a manner
satisfactory to the Company. The Warrant Agent shall account promptly to the
Company with respect to such Warrants exercised and concurrently pay to the
Company as promptly as practicable, but in any event within five (5) Business
Days of receipt, all monies received by the Warrant Agent for the purchase of
the Warrant Shares through the exercise of such Warrants.

                  (g) The Warrant Agent shall keep copies of this Agreement and
any notices given or received hereunder by or from the Company available for
inspection by the Holders during normal business hours at its office. The
Company shall supply the Warrant Agent from time to time with such numbers of
copies of this Agreement as the Warrant Agent may reasonably request.

                  SECTION 8. Payment of Taxes. The Company will pay all
documentary stamp taxes and other governmental charges attributable to the
initial issuance of Warrant Shares upon the exercise of Warrants; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Warrant
Certificates or any certificates for Warrant Shares in a name other than that
of the Holder of a Warrant Certificate surrendered upon the exercise of a
Warrant, and the Company shall not be required to issue or deliver such Warrant
Certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

                  SECTION 9. Mutilated, Destroyed, Lost and Stolen Warrant
Certificates. (a) If (i) any mutilated Warrant Certificate is surrendered to
the Warrant Agent or (ii) the Company and the Warrant Agent receive evidence to
their reasonable satisfaction of the destruction, loss or theft of any Warrant
Certificate, and there is delivered to the Company and the Warrant Agent such
certificate or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute and upon the Company's written request the Warrant Agent
shall countersign and deliver, in exchange for any such mutilated Warrant
Certificate or in lieu of and in substitution for any such destroyed, lost or
stolen Warrant 




                                      10
<PAGE>


Certificate, a new Warrant Certificate of the same series, like tenor and for a
like aggregate number of Warrants. An applicant for such a substitute Warrant
Certificate shall also comply with such other reasonable regulations as the
Company may prescribe.

                  (b) Upon the issuance of any new Warrant Certificate under
this Section 9, the Company may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and the payment of such other reasonable charges as the
Company may prescribe, including reimbursement of reasonable fees and expenses
of the Company and the Warrant Agent incidental thereto.

                  (c) The provisions of this Section 9 are exclusive and shall
preclude (to the extent lawful) all other rights or remedies with respect to
the replacement of mutilated, destroyed, lost or stolen Warrant Certificates.

                  SECTION 10. Issuance of Warrant Shares. The Company will
keep a copy of this Agreement on file with the transfer agent for the Preferred
Stock (the "Transfer Agent") and with every subsequent transfer agent for any
shares of the Company's capital stock issuable upon the exercise of the rights
of purchase represented by the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition, from time to time, from such Transfer
Agent the certificates representing shares of the Preferred Stock and any cash
which may be payable as provided in Section 13 hereof required to honor
outstanding Warrants upon exercise thereof in accordance with the terms of this
Agreement. The Company will supply such Transfer Agent with duly executed
certificates representing shares of Preferred Stock for such purposes and will
provide or otherwise make available any cash which may be payable as provided
in Section 13 hereof. The Company will furnish such Transfer Agent and the
Warrant Agent a copy of all notices of adjustments and certificates related
thereto, transmitted to each Holder of the Warrants pursuant to Section 14
hereof.

                  SECTION 11. Adjustment of Exercise Price and Number of
Warrant Shares Issuable. The number and kind of Warrant Shares purchasable upon
the exercise of Warrants and the applicable Exercise Price shall be subject to
adjustment from time to time as follows, if at any time after the Consummation
Date and prior to the applicable Expiration Date:

                  (a) Stock Dividends. The Company shall pay a stock dividend
                  or other distribution payable in shares of Preferred Stock or
                  the number of shares of Preferred Stock shall have been
                  increased by a subdivision or split-up of shares of Preferred
                  Stock, then, on the date of the payment of such dividend or
                  distribution (retroactive to the record date) or immediately
                  after the effective date of subdivision or split-up, as the
                  case may be, the number of Warrant Shares to be delivered
                  upon exercise of the Warrants will be increased so that the
                  Warrantholder will be entitled to receive the number of
                  Warrant Shares that such Warrantholder would have owned
                  immediately following such action had the Warrants been
                  exercised immediately prior thereto or, in the case of a
                  stock dividend or distribution, prior 



                                      11
<PAGE>


                  to the record date for determination of shareholders entitled
                  thereto, and the applicable Exercise Price will be adjusted
                  as provided in Section 11(e) hereof.

                  (b) Combination of Stock. If the number of shares of
                  Preferred Stock outstanding shall have been decreased by a
                  combination of the outstanding shares of Preferred Stock,
                  then, immediately after the effective date of such
                  combination, the number of Warrant Shares to be delivered
                  upon exercise of each Warrant will be decreased so that the
                  Warrantholder thereafter will be entitled to receive the
                  number of Warrant Shares that such Warrantholder would have
                  owned immediately following such action had such Warrant been
                  exercised immediately prior thereto, and the applicable
                  Exercise Price will be adjusted as provided in Section 11(e)
                  hereof.

                  (c) Reorganization, Etc. If any capital reorganization of
                  the Company, or any reclassification of the Preferred Stock,
                  or any consolidation of the Company with or merger of the
                  Company with or into any other Person or any sale, lease or
                  other transfer of all or substantially all of the assets of
                  the Company to any other Person, shall be effected in such a
                  way that the holders of Preferred Stock shall be entitled to
                  receive stock, other securities, cash or other assets
                  (whether such stock, other securities, cash or other assets
                  are issued or distributed by the Company or another Person)
                  with respect to or in exchange for Preferred Stock, then,
                  upon exercise of each Warrant, the Warrantholder shall have
                  the right to receive the kind and amount of stock, other
                  securities, cash or other assets receivable upon such
                  reorganization, reclassification, consolidation, merger or
                  sale, lease or other transfer by a holder of the number of
                  Warrant Shares that such Warrantholder would have been
                  entitled to receive upon exercise of such Warrant had such
                  Warrant been exercised immediately before such
                  reorganization, reclassification, consolidation, merger or
                  sale, lease or other transfer, subject to adjustments (as
                  determined in good faith by the Board of Directors of the
                  Company). Adjustments for events subsequent to the effective
                  date of such a reorganization, reclassification,
                  consolidation, merger, sale or transfer of assets shall be as
                  nearly equivalent as may be practicable to the adjustments
                  provided for in this Agreement. In any such event, effective
                  provisions shall be made in the certificate or articles of
                  incorporation of the resulting or surviving corporation, in
                  any contract of sale, merger, conveyance, lease, transfer or
                  otherwise so that the provisions set forth herein for the
                  protection of the rights of the Warrantholders shall
                  thereafter continue to be applicable; and any such resulting
                  or surviving corporation shall expressly assume the
                  obligation to deliver, upon exercise, such shares of stock,
                  other securities, cash and property. The provisions of this
                  Section 11 shall similarly apply to successive
                  consolidations, mergers, sales, leases or transfers.

                  (d) Adjustment for Rights Issue. In case the Company shall
                  issue rights, options or warrants (collectively, "Rights") to
                  all holders of its outstanding



                                      12
<PAGE>


                  Preferred Stock entitling them to subscribe for or purchase
                  shares of Preferred Stock at a Price Per Share which is lower
                  at the record date mentioned below than either (x) the then
                  current Fair Market Value per share of Preferred Stock or (y)
                  the Exercise Price, or both, the number of Warrant Shares
                  thereafter purchasable upon the exercise of each Warrant
                  shall be determined by multiplying the number of Warrant
                  Shares theretofore purchasable upon exercise of each Warrant
                  by a fraction, the numerator of which shall be the number of
                  shares of Preferred Stock outstanding on the date of issuance
                  of such Rights plus the additional Number of Shares of
                  Preferred Stock offered for subscription or purchase in
                  connection with such Rights and the denominator of which
                  shall be the number of shares of Preferred Stock outstanding
                  on the date of issuance of such Rights plus the number of
                  shares which the aggregate Gross Proceeds received or
                  receivable by the Company upon exercise of such Rights would
                  purchase at the greater of (x) the Fair Market Value per
                  share of Preferred Stock at such record date or (y) the
                  Exercise Price. Such adjustment shall be made whenever Rights
                  are issued, and shall become effective immediately after the
                  record date for the determination of stockholders entitled to
                  receive Rights. As used herein, "Price Per Share" shall be
                  defined and determined in accordance with the following
                  formula:

                           P  =  R/N

                           where

                           P  =  Price Per Share;

                           R = the "Gross Proceeds" received or receivable by
                           the Company in respect of Rights which shall be the
                           total amount received or receivable by the Company
                           in consideration for the issuance and sale of such
                           Rights plus the aggregate amount of additional
                           consideration payable to the Company upon exercise
                           thereof; provided that the proceeds received or
                           receivable by the Company shall be the cash proceeds
                           before deducting therefrom any cash compensation
                           paid or discount allowed in the sale, underwriting
                           or purchase thereof by underwriters or dealers or
                           others performing similar services; and

                           N = the "Number of Shares," which in the case of
                           Rights is the maximum number of shares of Preferred
                           Stock initially issuable upon exercise thereof.

                  (e) Adjustment for Other Distributions. (i) In case the
                  Company shall distribute to all holders of its shares of
                  Preferred Stock (x) evidences of indebtedness or assets
                  (excluding cash dividends or distributions payable out of the
                  consolidated earnings or surplus legally available for such
                  dividends or distributions and dividends or distributions
                  referred to in paragraphs (a), (c) or (d) above) of the



                                      13
<PAGE>



                  Company or any subsidiary or (y) shares of capital stock of a
                  subsidiary of the Company (such evidences of indebtedness,
                  assets and securities as set forth in clauses (x) and (y)
                  above, collectively, "Assets"), then in each case the number
                  of Warrant Shares thereafter purchasable upon the exercise of
                  each Warrant shall be determined by multiplying the number of
                  Warrant Shares theretofore purchasable upon the exercise of
                  each Warrant by a fraction, the numerator of which shall be
                  the Fair Market Value per share of Preferred Stock on the
                  date of such distribution and the denominator of which shall
                  be such Fair Market Value per share of Preferred Stock less
                  the fair value as of such record date as determined
                  reasonably and in good faith by the Board of Directors of the
                  Company of the portion of the Assets applicable to one share
                  of Preferred Stock. Such adjustment shall be made whenever
                  any such distribution is made, and shall become effective on
                  the date of distribution retroactive to the record date for
                  the determination of stockholders entitled to receive such
                  distribution.

                                    (ii) In case the Company shall issue any
                           shares of Preferred Stock or Common Stock or rights,
                           options or warrants to acquire shares of Preferred
                           Stock or Common Stock, other than Exempted Issuances
                           (as defined below) and other than issuances covered
                           by other clauses of this Section 11, within the
                           first six months after the Consummation Date at an
                           Issue Price (as defined below) which is lower than
                           (A) in the case of issuances of shares of Preferred
                           Stock or rights, options or warrants to acquire
                           shares of Preferred Stock, the then current Exercise
                           Price, or (B) in the case of issuances of shares of
                           Common Stock or rights, options or warrants to
                           acquire shares of Common Stock, the quotient of the
                           current Exercise Price divided by the number of
                           shares of Common Stock (the "Conversion Number")
                           then issuable on conversion of a share of Preferred
                           Stock, then the Exercise Price of all outstanding
                           Warrants and Warrants issued thereafter shall be
                           changed to an amount equal to the Issue Price, if
                           the adjustment is triggered by the issuance of
                           shares of Preferred Stock or of rights, options or
                           warrants to acquire shares of Preferred Stock, or
                           equal to the product of the Issue Price multiplied
                           by the Conversion Number, if the adjustment is
                           triggered by the issuance of shares of Common Stock
                           or of rights, options or warrants to acquire shares
                           of Common Stock. "Exempted Issuances" means
                           securities issuances contemplated by the Third
                           Amended Plan (including securities issuable on
                           conversion or exercise of securities contemplated by
                           the Third Amended Plan), issuances of shares of
                           Preferred Stock as dividends on shares of Preferred
                           Stock and issuances pursuant to employee benefit
                           plans of shares of, and options to acquire shares
                           of, Common Stock, provided that such issuances
                           pursuant to employee benefit plans which are vested
                           or scheduled to vest prior to the Expiration Date do
                           not exceed, in the aggregate, 5% of the sum of the
                           shares of Common Stock outstanding as of the
                           Consummation Date and 



                                      14
<PAGE>


                           subject to issuance upon conversion of shares of
                           Preferred Stock outstanding as of the Consummation
                           Date. "Issue Price" means (i) in the case of the
                           issuance of Preferred Stock or Common Stock for
                           cash, the amount of the cash proceeds received or
                           receivable by the Company before deducting therefrom
                           any cash compensation paid or discount allowed in
                           the sale, underwriting or purchase thereof by
                           underwriters or dealers or others performing similar
                           services; (ii) in the case of the issuance of
                           Preferred Stock or Common Stock for a consideration
                           in whole or in part other than cash, the fair value
                           of such consideration as determined by the Board of
                           Directors of the Company in good faith.

                                    (iii) In case the Company shall issue any
                           shares of Preferred Stock or Common Stock or rights,
                           options or warrants to acquire shares of Preferred
                           Stock or Common Stock, other than Exempted Issuances
                           and other than issuances covered by other clauses of
                           this Section 11, more than six months after the
                           Consummation Date but prior to the Expiration Date
                           for an Issue Price which is lower than (A) in the
                           case of issuances of shares of Preferred Stock or
                           rights, options or warrants to acquire shares of
                           Preferred Stock, both the then current Exercise
                           Price and the product of the Conversion Number
                           multiplied by the Current Market Price of the Common
                           Stock on the date of issuance, or (B) in the case of
                           issuances of shares of Common Stock or rights,
                           options or warrants to acquire shares of Common
                           Stock, both the quotient of the current Exercise
                           Price divided by the Conversion Number and the
                           Current Market Price of the Common Stock on the date
                           of issuance, then the Exercise Price of all
                           outstanding Warrants and Warrants issued thereafter
                           shall be changed to an amount equal to the Issue
                           Price, if the adjustment is triggered by the
                           issuance of shares of Preferred Stock or of rights,
                           options or warrants to acquire shares of Preferred
                           Stock, or equal to the product of the Issue Price
                           multiplied by the Conversion Number, if the
                           adjustment is triggered by the issuance of shares of
                           Common Stock or of rights, options or warrants to
                           acquire shares of Common Stock.

                  (f) Carryover. Notwithstanding any other provision of this
                  Section 11, no adjustment shall be made to the number of
                  Warrant Shares to be delivered to the Warrantholder (or to
                  the applicable Exercise Price) if such adjustment represents
                  less than 1% of the number of Warrant Shares to be so
                  delivered, but any lesser adjustment shall be carried forward
                  and shall be made at the time and together with the earlier
                  to occur of (i) the exercise of all or any portion of a
                  Warrant and (ii) the next subsequent adjustment that,
                  together with any adjustments so carried forward, shall
                  amount to 1% or more of the number of Warrant Shares to be so
                  delivered.




                                      15
<PAGE>

                  (g) Exercise Price Adjustment.

                           (i) Whenever the number of Warrant Shares
                           purchasable upon the exercise of the Warrants is
                           adjusted as provided pursuant to this Section 11,
                           the applicable Exercise Price payable upon the
                           exercise of a Warrant shall be adjusted by
                           multiplying such Exercise Price immediately prior to
                           such adjustment by a fraction, the numerator of
                           which shall be the number of Warrant Shares
                           purchasable upon the exercise of the Warrant
                           immediately prior to such adjustment, and the
                           denominator of which shall be the number of Warrant
                           Shares purchasable immediately thereafter; provided,
                           however, that the applicable Exercise Price for each
                           Warrant Share shall in no event be less than the par
                           value of such Warrant Share.

                           (ii) If at any time after the date of issuance of a
                           Warrant, the Company shall pay to holders of record
                           of Preferred Stock any cash dividends or other cash
                           distributions, then, on the date of the payment of
                           such dividend or distribution (retroactive to the
                           record date), the applicable Exercise Price payable
                           upon the exercise of such Warrant shall be adjusted
                           by reducing the applicable Exercise Price by the
                           amount of such dividend or distribution applicable
                           to one share of Preferred Stock; provided, however,
                           that the applicable Exercise Price for each Warrant
                           Share shall in no event be less than the par value
                           of such Warrant Share.

                  (h) Decrease in Exercise Price. The Company, in its sole
                  discretion, shall have the right at any time, or from time to
                  time, to decrease the applicable Exercise Price of the
                  Warrants and/or increase the number of Warrants Shares
                  issuable upon the exercise of the Warrants, including as it
                  considers to be advisable in order that any event treated for
                  federal income tax purposes as a dividend of stock or stock
                  rights shall not be taxable to recipients.

                  (i) Other Adjustments.

                                    (A) In case the Company shall issue any
                           shares of Preferred Stock or Common Stock or rights,
                           options or warrants to acquire shares of Preferred
                           Stock or Common Stock, other than Exempted Issuances
                           and other than issuances covered by other clauses 
                           of this Section 11, more than six months after the 
                           Consummation Date but prior to the Expiration Date 
                           for an Issue Price which is (x) in the case of 
                           issuances of shares of Preferred Stock or rights, 
                           options or warrants to acquire shares of Preferred 
                           Stock, equal to or greater than the then current 
                           Exercise Price but less than the product of the 
                           Conversion Number multiplied by the Current Market 
                           Price of the Common Stock on the date of issuance, 
                           or (y) in the case of issuances of shares of Common 
                           Stock or rights, options or warrants to


                                      16
<PAGE>


                           acquire shares of Common Stock, equal to or greater 
                           than the quotient of the current Exercise Price 
                           divided by the Conversion Number but less than the 
                           Current Market Price of the Common Stock on the date
                           of issuance, then the Board of Directors shall make 
                           such adjustments in the application of the purchase 
                           rights of the Holders pursuant to this Section 11, 
                           in accordance with the essential intent and 
                           principles of the provisions of this Section 11, as 
                           shall be reasonably necessary, in the good faith 
                           opinion of the Board of Directors, to protect such 
                           purchase rights as aforesaid.

                                    (B) If any event occurs as to which the
                           foregoing provisions of this Section 11 are not
                           strictly applicable or, if strictly applicable,
                           would not, in the good faith judgment of the Board
                           of Directors, fairly protect the purchase rights of
                           the Holders in accordance with the essential intent
                           and principles of such provisions, then the Board of
                           Directors shall make such adjustments in the
                           application of such provisions, in accordance with
                           such essential intent and principles, as shall be
                           reasonably necessary, in the good faith opinion of
                           the Board of Directors, to protect such purchase
                           rights as aforesaid.

                  (j) Further Equitable Adjustments. If, after one or more
                  adjustments to the applicable Exercise Price pursuant to this
                  Section 11, the applicable Exercise Price cannot be reduced
                  further without falling below the greater of (i) $0.01 or
                  (ii) the lowest positive exercise price legally permissible
                  for warrants to acquire shares of Preferred Stock, the
                  Company shall make further adjustments to compensate the
                  Holder, consistent with the foregoing principles, as the
                  Board of Directors, acting in good faith, deems necessary,
                  including an increase in the number of Warrant Shares
                  issuable upon exercise of outstanding Warrants and/or a cash
                  payment to the Holders.

                  SECTION 12. Statement on Warrants. Irrespective of any
adjustment(s) in the number or kind of Warrant Shares issuable upon the
exercise in whole or in part of the Warrants or the applicable Exercise Price,
Warrants theretofore or thereafter issued may continue to express the same
number and kind of Warrant Shares as are stated in the Warrants initially
issuable from time to time pursuant to this Agreement, all subject to further
adjustment as provided herein.

                  SECTION 13. Fractional Interest. The Company shall not be
required to issue fractional shares of Common Stock on the exercise of
Warrants. If more than one Warrant shall be presented for exercise in full at
the same time by the same Holder, the number of full Warrant Shares which shall
be issuable upon such exercise shall be computed on the basis of the aggregate
number of shares of Preferred Stock acquirable on exercise of the Warrants so
presented. If any fraction of a share of Preferred Stock would, except for the
provisions of this Section 13, be issuable on the exercise of any Warrant (or
specified portion thereof), the Company shall (i) direct and deposit with the
Transfer Agent an amount sufficient to pay an amount in cash calculated by



                                      17
<PAGE>



it to equal the then current Fair Market Value per share multiplied by such
fraction computed to the nearest whole cent and (ii) deliver to the Transfer
Agent a written certificate of an officer of the Company setting forth the then
current Fair Market Value per share which certificate shall be conclusive
evidence of the correctness of the matters set forth therein, absent clear
error. The Holders, by their acceptance of the Warrant Certificates, expressly
waive any and all rights to receive any fraction of a share of Preferred Stock
or a stock certificate representing a fraction of a share of Preferred Stock.

                  SECTION 14. Notices to Warrantholders. (a) Upon any
adjustment of the applicable Exercise Price or number of Warrant Shares
issuable pursuant to Section 11 hereof, the Company shall as promptly as
practicable (x) give a written certificate of the Company to the Warrant Agent
of such adjustment or adjustments which certificate shall set forth for each
series of Warrant (i) the number of Warrant Shares issuable upon the exercise
of such series of Warrant and the applicable Exercise Price after such
adjustment, (ii) a brief statement of the facts requiring such adjustment,
(iii) the computation by which such adjustment was made, and (y) cause to be
given to each of the registered Holders of the Warrant Certificates at his
address appearing on the Register written notice of such adjustments by
first-class mail, postage prepaid. The Warrant Agent shall be entitled to rely
on the above-referenced certificate(s) and shall be under no duty or
responsibility with respect to any such certificate(s), except to exhibit the
same from time to time to any Holder desiring an inspection thereof during
reasonable business hours. The Warrant Agent shall not at any time be under any
duty or responsibility to any Holder to determine whether any facts exist that
may require any adjustment of the number of Warrant Shares or other stock or
property issuable on exercise of the Warrants or the applicable Exercise Price,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed in making such adjustment or the validity
or value (or the kind or amount) of any Warrant Shares or other stock or
property which may be issuable on exercise of the Warrants. The Warrant Agent
shall not be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver any Warrant Share or stock
certificates or other stock, securities or property upon the exercise of any
Warrant.

                  (b) In addition to the notice requirements in Section 14(a),
the Company will give to the Warrantholder all notices which are required to be
given by the Company under the Restated Certificate of Incorporation to the
holders of Preferred Stock.

                  (c) With respect to each series of Warrants, prior to the
applicable Expiration Date, and for so long as such series of Warrants have not
been exercised in full, in the event of:

                   (i) any taking by the Company of a record of the holders of
         any class of securities for the purpose of determining the holders
         thereof who are entitled to receive any dividend or other
         distribution, or any right to subscribe for, purchase or otherwise
         acquire any shares of stock of any class or any other securities,
         indebtedness or property, or to receive any other right, option or
         warrant; or




                                      18
<PAGE>


                  (ii) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company (other than a change in par value, or from par value to no par
         value, or from no par value to par value, or as a result of a
         subdivision or combination), any consolidation or merger involving the
         Company and any other party or any transfer of all or substantially
         all the assets of the Company to any other party or any tender offer
         or exchange offer by the Company for shares of Common Stock or
         Preferred Stock; or

                  (iii) any voluntary or involuntary dissolution, liquidation
         or winding-up of the Company,

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each Warrantholder of such series of Warrant at such
Warrantholder's address appearing on the Warrant Register, at least twenty (20)
days prior to the applicable record date hereinafter specified, or promptly in
the case of events for which there is no record date, by first class mail,
postage prepaid, a written notice stating (i) the date as of which the holders
of record of shares of Common Stock or Preferred Stock are entitled to receive
any such rights, options, warrants or distributions are to be determined, or
(ii) the initial expiration date set forth in any tender offer or exchange
offer for shares of Common Stock or Preferred Stock, or (iii) the date on which
any such reclassification, consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up is expected to become effective or
consummated, as well as the date as of which it is expected that the holders of
record of shares of Common Stock shall be entitled to exchange such shares for
securities or other property, if any, deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding-up. The failure to give the notice required by this Section 14 or any
defect therein shall not affect the legality or validity of any distribution,
right, option, warrant, reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation, winding up or action, or the vote upon any
of the foregoing.

                  (d) If there is any conversion adjustment under Section 6 of
the Restated Certificate of Incorporation with respect to the Preferred Stock
at any time from after the date hereof and prior to the Expiration Date, an
adjustment shall be made to the number of shares of Preferred Stock issuable
upon exercise of this Warrant as if this Warrant was exercised for Preferred
Stock as of the date hereof.

                  SECTION 15. Reservation of Warrant Shares, Etc. The Company
hereby agrees that at all times there shall be reserved for issuance and
delivery upon exercise of the Warrants, free from preemptive rights, liens,
security interests and other encumbrances, such number of shares of authorized
but unissued or treasury shares of Preferred Stock and Common Stock, or other
stock or securities deliverable pursuant to Section 11, as shall be required
for issuance or delivery upon exercise of the Warrants. Without limiting the
generality of the foregoing, the Company agrees that it will not take any
action which would result in Warrant Shares when issued not being validly and
legally issued and fully paid and nonassessable. The Company hereby 




                                      19
<PAGE>

represents that, as of the date hereof, it has sufficient shares of Preferred
Stock and Common Stock reserved for issuance upon exercise of all outstanding
Warrants.

                  SECTION 16. Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the Holders, by their acceptance
thereof, shall be bound:

                  (a) The statements contained herein and in the Warrant
                  Certificates shall be taken as statements of the Company, and
                  the Warrant Agent assumes no responsibility for the
                  correctness of any of the same except such as describe the
                  Warrant Agent or action taken or to be taken by it. The
                  Warrant Agent assumes no responsibility with respect to the
                  distribution of the Warrant Certificates or Warrant Shares or
                  payment or refund of the applicable Exercise Price except as
                  herein otherwise provided.

                  (b) The Warrant Agent may consult at any time with counsel
                  satisfactory to it and the Warrant Agent shall incur no
                  liability or responsibility to the Company or to any holder
                  of any Warrant Certificate in respect to any action taken,
                  suffered or omitted by it hereunder in good faith and in
                  accordance with the opinion or the advice of such counsel.

                  (c) The Company agrees to pay to the Warrant Agent
                  reasonable compensation for all services rendered by the
                  Warrant Agent in the execution of this Agreement, to
                  reimburse the Warrant Agent for all expenses, taxes and
                  governmental charges and other charges of any kind and nature
                  reasonably incurred by the Warrant Agent in the execution of
                  this Agreement and to indemnify the Warrant Agent and save it
                  harmless against any and all liabilities, including
                  judgments, reasonable costs and counsel fees, for anything
                  done or omitted by the Warrant Agent in the execution of this
                  Agreement except as a result of its negligence, bad faith or
                  willful misconduct.

                  (d) The Warrant Agent shall be under no obligation to
                  institute any action, suit or legal proceeding or to take any
                  other action likely to involve expense unless the Company or
                  one or more Holders shall furnish the Warrant Agent with
                  reasonable security for any costs and expenses which may be
                  incurred, but this provision shall not affect the power of
                  the Warrant Agent to take such action as it may consider
                  proper, whether with or without any such security. All rights
                  of action under this Agreement or under any of the Warrants
                  may be enforced by the Warrant Agent without the possession
                  of any of the Warrant Certificates or the production thereof
                  at any trial or other proceeding relative thereto, and any
                  such action, suit or proceeding instituted by the Warrant
                  Agent shall be brought in its name as Warrant Agent and any
                  recovery of judgment shall be for the ratable benefit of the
                  Holders, as the respective rights or interests may appear.



                                      20
<PAGE>



                  (e) The Warrant Agent, and any stockholder, director,
                  officer or employee of it, may buy, sell or deal in any of
                  the Warrants or other securities of the Company or become
                  pecuniarily interested in any transaction in which the
                  Company may be interested, or contract with or lend money to
                  the Company or otherwise act as fully and freely as though it
                  were not Warrant Agent under this Agreement. Nothing herein
                  shall preclude the Warrant Agent from acting in any other
                  capacity for the Company or for any other legal entity.

                  (f) The Warrant Agent shall not at any time be under any
                  duty or responsibility to any Holder or the Company to make
                  or cause to be made any adjustment of the applicable Exercise
                  Price or number of the Warrant Shares or other securities or
                  property deliverable as provided in this Agreement, or to
                  determine whether any facts exist which may require any of
                  such adjustments, or with respect to the nature or extent of
                  any such adjustments, when made, or with respect to the
                  method employed in making the same. The Warrant Agent shall
                  not be accountable with respect to the validity or value or
                  the kind or amount of any Warrant Shares or of any securities
                  or property which may at any time be issued or delivered upon
                  the exercise of any Warrant or with respect to whether any
                  such Warrant Shares or other securities will when issued be
                  validly issued and fully paid and nonassessable, and makes no
                  representation with respect thereto.

                  SECTION 17. Merger, Consolidation or Change of Name of
Warrant Agent. (a) Any corporation into which the Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to the business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case at
the time such successor to the Warrant Agent shall succeed to the agency
created by this Agreement, and in case at that time any of the Warrant
Certificates shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent; and in case at that time any of the Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent
or in the name of the successor to the Warrant Agent; and in all such cases
such Warrant Certificates shall have the full force and effect provided in the
Warrant Certificates and in this Agreement.

                  (b) In case at any time the name of the Warrant Agent shall
be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent whose name has been changed
may adopt the countersignature under its prior name, and in case at that time
any of the Warrant Certificates shall not have been countersigned, the Warrant
Agent may countersign such Warrant Certificates either in its prior name or in
its changed name, 


                                      21
<PAGE>



and in all such cases such Warrant Certificates shall have the full force and
effect provided in the Warrant Certificates and in this Agreement.

                  SECTION 18. Resignation and Removal of Warrant Agent;
Appointment of Successor. (a) No resignation or removal of the Warrant Agent
and no appointment of a successor warrant agent shall become effective until
the acceptance of appointment by the successor warrant agent as provided
herein. The Warrant Agent may resign its duties and be discharged from all
further duties and liability hereunder (except liability arising as a result of
the Warrant Agent's own negligence or willful misconduct) after giving written
notice to the Company. The Company may remove the Warrant Agent upon written
notice, and the Warrant Agent shall thereupon in like manner be discharged from
all further duties and liabilities hereunder, except as aforesaid. The Warrant
Agent shall, at the Company's expense, cause to be mailed (by first class mail,
postage prepaid) to each Holder at his last address as shown on the Register a
copy of said notice of resignation or notice of removal, as the case may be.
Upon such resignation or removal, the Company shall appoint in writing a new
warrant agent. If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation by
the resigning Warrant Agent or after such removal, then the resigning Warrant
Agent or the Holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of a new warrant agent. Any new warrant agent,
whether appointed by the Company or by such a court, shall be a corporation
doing business under the laws of the United States or any state thereof, in
good standing and having a combined capital and surplus of not less than
US$50,000,000. After acceptance in writing of such appointment by the new
warrant agent, it shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the Warrant
Agent, without any further assurance, conveyance, act or deed; but if for any
reason it shall be necessary or expedient to execute and deliver any further
assurance, conveyance, act or deed, the same shall be done at the expense of
the Company and shall be legally and validly executed and delivered by the
resigning or removed Warrant Agent. Not later than the effective date of any
such appointment, the Company shall give notice thereof to the resigning or
removed Warrant Agent. Failure to give any notice provided for in this Section
18(a), however, or any defect therein, shall not affect the legality or
validity of the resignation of the Warrant Agent or the appointment of a new
warrant agent, as the case may be.

                  (b) Any corporation into which the Warrant Agent or any new
warrant agent may be merged shall be a successor Warrant Agent under this
Agreement without any further act. Any such successor Warrant Agent shall, at
the Warrant Agent's expense, promptly cause notice of its succession as Warrant
Agent to be mailed (by first class mail, postage prepaid) to each Holder at
such Holder's last address as shown on the Register.

                  SECTION 19. Money and Other Property Deposited with the
Warrant Agent. Any money, securities and other property which at any time shall
be deposited by the Company or on its behalf with the Warrant Agent pursuant to
this Agreement shall be and are hereby assigned, transferred and set over to
the Warrant Agent in trust for the purpose for which such moneys, 



                                      22
<PAGE>


securities or other property shall have been deposited, which such purpose
shall be stated in writing in reasonable detail and delivered to the Warrant
Agent; but such moneys, securities or other property need not be segregated
from other funds, securities or other property of the Warrant Agent except to
the extent required by law. The Warrant Agent shall distribute any money
deposited with it for payment and distribution to any Holder by mailing by
first-class mail a check in such amount as is appropriate to such Holder at the
address shown on the Register, or as it may be otherwise directed in writing by
such Holder, upon surrender of such Holder's Warrants. Any money or other
property deposited with the Warrant Agent for payment and distribution to any
Holder that remains unclaimed for two years, less one day after the date the
money was deposited with the Warrant Agent, shall be paid to the Company upon
its request therefor.

                  SECTION 20. Compliance with Government Regulations;
Qualification under the Securities Laws.

                  (a) The Company covenants that if the shares of Preferred
                  Stock or Common Stock required to be reserved for purposes of
                  exercise of Warrants require, under any federal or state law,
                  registration with or approval of any governmental authority
                  before such shares may be issued upon exercise, the Company
                  will, unless the Company has received an opinion of counsel
                  to the effect that such registration is not then permitted by
                  such laws, use commercially reasonable efforts to cause such
                  shares to be duly so registered or approved, as the case may
                  be; provided that in no event shall such shares of Preferred
                  Stock or Common Stock be issued, and the exercise of all
                  Warrants shall be suspended, for the period during which such
                  registration or approval is required but not in effect;
                  provided, further, that the Expiration Date shall be extended
                  one day for each day (or portion thereof) that any such
                  suspension is in effect. The Company shall promptly notify
                  the Warrant Agent of any such suspension, and the Warrant
                  Agent shall have no duty, responsibility or liability in
                  respect of any shares of Preferred Stock or Common Stock
                  issued or delivered prior to its receipt of such notice. The
                  Company shall promptly notify the Warrant Agent of the
                  termination of any such suspension, and such notice shall set
                  forth the number of days that the applicable Exercise Period
                  shall be extended as a result of such suspension. The
                  foregoing provisions of this Section 20 shall not require
                  that the Company effect or obtain any such registration or
                  approval of Warrant Shares in order to allow the resale or
                  transfer thereof by any Person that may be an underwriter for
                  purposes of Section 1145 of Chapter 11, Title 11 of the
                  United States Code.

                  (b) The Company covenants that it shall, until the
                  expiration of one year after the Consummation Date, make
                  available adequate current public information with respect to
                  the Company so as to satisfy paragraph (c) of Rule 144 under
                  the Securities Act of 1933, as amended.



                                      23
<PAGE>



                  (c) The Company covenants that it shall use commercially
                  reasonable efforts to have the Preferred Stock listed on the
                  New York Stock Exchange, subject to official notice of
                  issuance and subject to satisfaction of the Warrants with
                  listing requirements, as soon as practicable after the date
                  hereof.

                  SECTION 21. Notices. (a) Any notice or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the Holder to or
on the Company shall be deemed given or made when and if delivered personally,
facsimiled (which is confirmed) or sent by overnight courier service, addressed
(until another address is filed in writing by the Company with the Warrant
Agent), as follows:

                                    Toy Biz, Inc.
                                    685 Third Avenue
                                    New York, New York  10017
                                    Facsimile No.: 212-682-5272
                                    Telephone: 212-588-5100
                                    Attention: Corporate Secretary

                  (b) In case the Company shall fail to maintain such office or
agency or shall fail to give such notice of the location or of any change in
the location thereof, presentations may be made and notices and demands may be
served at the principal office of the Warrant Agent.

                  (c) Any notice pursuant to this Agreement to be given by the
Company or by the Holder(s) of any Warrant Certificate to the Warrant Agent
shall be sufficiently given when and if deposited in the mail, first-class or
registered or overnight, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) to the Warrant Agent as
follows:

                                    [Name of Warrant Agent]
                                    [Address of Warrant Agent]
                                    Attn: [Corporate Trust Department]

                  (d) Any notice or demand authorized by this Agreement to be
given or made by the Warrant Agent or by the Company to any Holder shall be
sufficiently given or made when and if mailed by first-class or registered,
postage prepaid, mail to the Holder's address shown on the Register. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

                  (e) If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.

                  (f) If the Company mails a notice or communication to a
Holder or Holders, it shall deliver a copy of such notice to the Warrant Agent
at the same time.






                                      24
<PAGE>


                  SECTION 22. Supplements and Amendments. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement without
the approval of any Holders in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable and which shall not in any way
adversely affect the interests of the Holders. Any amendment or supplement to
this Agreement that has an adverse effect on the interests of Holders shall
require the written consent of Holders representing a majority of the then
outstanding Warrants. The consent of each Holder affected shall be required for
any amendment pursuant to which the applicable Exercise Price would be
increased or the number of Warrant Shares purchasable upon exercise of Warrants
would be decreased.

                  SECTION 23. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  SECTION 24. Termination. With respect to each series of
Warrants, this Agreement (other than the Company's obligations with respect to
Warrants of such series previously exercised and with respect to
indemnification under Section 18) shall terminate at 5:00 p.m., New York City
time, on the applicable Expiration Date.

                  SECTION 25. Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of Delaware.

                  SECTION 26. Benefits of This Agreement. (a) Nothing in this
Agreement shall be construed to give any person other than the Company, the
Warrant Agent and the Warrantholders (or other respective successors or
assigns) any legal or equitable right, remedy or claim under this Agreement.
This Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent and the Warrantholders (and other respective successors or
assigns).

                  (b) Prior to the exercise of the Warrants, no Holder as such,
shall be entitled to any rights of a stockholder of the Company, including,
without limitation, the right to receive dividends or subscription rights, the
right to vote, to consent, to exercise any preemptive right, to receive any
notice of meetings of stockholders for the election of directors of the Company
or any other matter or to receive any notice of any proceedings of the Company,
except as may be specifically provided for herein. No provisions hereof, in the
absence of affirmative action by the Warrantholder hereof to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the
Warrantholder shall give rise to any liability of such Warrantholder as a
stockholder of the Company.

                  (c) All rights of action in respect of this Agreement are
vested in the Holders, and any Holder without the consent of the Warrant Agent
or the Holder, may, on such Holder's own



                                      25
<PAGE>


behalf and for such Holder's own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to
enforce, or otherwise in respect of, such Holder's rights hereunder, including
the right to exercise, exchange or surrender for purchase such Holder's
Warrants in the manner provided in this Agreement.

                  SECTION 27. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

                  SECTION 28. Headings. The headings of the Sections of this
Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.

                  SECTION 29. Severability. Any term or provision of this
Agreement or the Warrants which is invalid or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the other terms
and provisions of this Agreement or the Warrants or affecting the validity or
enforceability of any of the terms or provisions of this Agreement or the
Warrants in any other jurisdiction.



                                      26
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.


                                        TOY BIZ, INC.

                                        By_______________________
                                           Title_________________

                                        [NAME OF WARRANT AGENT]

                                        By_______________________
                                           Title_________________



                                      27
<PAGE>



                                                                      EXHIBIT A

         EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY
         TIME ON _________________.

Class B, Series __ No.                      Cusip No.
                       -------------
                                   _________________Class B, Series __ Warrants

       [Form of Class B, Series __ Warrant Certificate]

                        TOY BIZ, INC.

    (Incorporated under the laws of the State of Delaware)

                  This Warrant Certificate certifies that _________ or its
registered assigns, is the registered holder of Class B, Series __ Warrants
expiring __________ (the "Warrants") to purchase shares of Preferred Stock (the
"Preferred Stock"), of Toy Biz, Inc., a Delaware corporation (the "Company").
Each Warrant entitles the registered holder upon exercise at any time during
normal business hours after the date hereof and on or before 5:00 p.m., New
York City time, on _______________, to receive from the Company _________ fully
paid and nonassessable shares of Preferred Stock (each such share a "Warrant
Share") at the initial exercise price (the "Exercise Price") of $_______ per
share payable in accordance with the terms, provisions and conditions of the
Warrant Agreement referred to on the reverse hereof upon surrender of this
Warrant Certificate and payment of the Exercise Price at the office or agency
of the Warrant Agent, but only subject to the terms, provisions and conditions
set forth herein and in the Warrant Agreement. The Exercise Price and number of
Warrant Shares issuable upon exercise of the Warrants are subject to adjustment
from time to time upon the occurrence of certain events set forth in the
Warrant Agreement.

                  No Warrant may be exercised after 5:00 p.m., New York City
time, on ___________ and, to the extent not exercised by such time, such
Warrants shall become void.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

                  The terms of this Warrant Certificate are qualified in their
entirety by reference to the Warrant Agreement and, in the event of a conflict
between the terms of this Warrant Certificate and the terms of the Warrant
Agreement, the terms of the Warrant Agreement shall 


                                      A-1
<PAGE>


control the rights, interests and obligations of the holders of the Warrants,
the Warrant Agent and the Company with respect to the Warrants.

                  This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.

                  This Warrant Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be signed by a duly authorized Officer.

Dated:

                                      TOY BIZ, INC.

                                      By__________________________________
 
                                      Name:

                                      Title:

Countersigned:

[NAME OF WARRANT AGENT],

as Warrant Agent

By_______________________________
     Authorized Signature


                                      A-2

<PAGE>


                        [REVERSE SIDE]

                  The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants expiring on the Expiration Date
entitling the holder on exercise to receive shares of Preferred Stock of the
Company and are issued or to be issued pursuant to a Warrant Agreement dated as
of _______, 1998 (the "Warrant Agreement"), duly executed and delivered by the
Company to [Warrant Agent], as Warrant Agent (the "Warrant Agent"), which
Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holders) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written
request to the Company. By accepting initial delivery, transfer or exchange of
this Warrant, the duly registered holder shall be deemed to have agreed to the
terms of the Warrant Agreement as it may be in effect from time to time,
including any amendments or supplements duly adopted in accordance therewith.

                  Payment of the Exercise Price may be made, at the option of
the holder, in cash by wire transfer or by certified or official bank check
payable to the order of the Company in immediately available funds in lawful
money of the United States of America, or by reducing the number of Warrant
Shares issuable to the holder by a number of shares of Preferred Stock that
have a value equal to the Exercise Price which otherwise would have been paid
(for purpose of any such exercise, the value of a share of Common Stock shall
be the Fair Market Value of such share on the date of such exercise).

                  Upon due presentation for registration of transfer of this
Warrant Certificate, with or without other Warrant Certificates, at the office
of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee(s) in exchange for this Warrant Certificate, with or without
other Warrant Certificates, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes. Neither the Warrants nor this
Warrant Certificate entities any holder hereof to any rights of a stockholder
of the Company.



                                      A-3

<PAGE>


                               SUBSCRIPTION FORM

           (To be executed only upon exercise of Warrants represented
                          by this Warrant Certificate)

To:      [Name of Warrant Agent],
             as Warrant Agent

         [Address of Warrant Agent]

                  The undersigned hereby irrevocably exercises [_____________]
of the Class B, Series __ Warrants represented by this Warrant Certificate and
herewith makes payment in accordance with the terms and conditions specified in
this Warrant Certificate and in the Warrant Agreement and surrenders this
Warrant Certificate and all right, title and interest therein to and directs
that the shares of Preferred Stock of Toy Biz, Inc. (the "Warrant Shares")
deliverable upon the exercise of such Class B, Series __ Warrants be registered
or placed in the name and at the address specified below and delivered thereto.



Dated:                                       -----------------------------------
                                                     (Signature of Owner)

                                             -----------------------------------
                                             (Street Address)

                                             -----------------------------------
                                             (City)          (State)  (Zip Code)


                                             Signature Guaranteed By:
      
                                             -----------------------------------


Securities and/or check or other property (including, if such number of Class
B, Series __ Warrants exercised shall not be all of the Class B, Series __
Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for
the balance remaining of such Class B, Series __ Warrants) to be issued or
delivered to:

Name:

Street Address:

City, State and Zip Code:

Please insert social security or identifying number:


                                      A-4

<PAGE>


                      FORM OF ASSIGNMENT

                  For value received from the Assignee(s) named below, the
undersigned registered Holder of this Warrant Certificate hereby sells,
assigns, and transfers unto the Assignee(s) named below (including the
undersigned with respect to any Class B, Series __ Warrants constituting a part
of the Class B, Series __ Warrants evidenced by this Warrant Certificate not
being assigned hereby) all of the right of the undersigned under this Warrant
Certificate, with respect to the number of Class B, Series __ Warrants set
forth below:

                                           Social Security
                                              or other
Name of Assignee             Address       Identifying No.      No. of Warrants
-----------------        ------------     -----------------     ----------------






and does hereby irrevocably constitute and appoint                    the 
undersigned's attorney to make such transfer on the books of 
maintained for the purposes, with full power of substitution in the premises.

Dated:                                       -----------------------------------
                                                     (Signature of Owner)

                                             -----------------------------------
                                             (Street Address)

                                             -----------------------------------
                                             (City)          (State)  (Zip Code)


                                             Signature Guaranteed By:
      
                                             -----------------------------------



                                      A-5


<PAGE>
                                  EXHIBIT C-1

                                  TERM SHEET
                       FOR STOCKHOLDER CLASS B WARRANTS

Number             3,000,000 (subject to increase or decrease to
of Warrants        accommodate rounding of Fractional Warrants), issuable in
                   one or more series, with each Warrant being exercisable for
                   one share of Convertible Preferred Stock. The date on which
                   each series of Warrants are issued is referred to herein as
                   the "Warrant Distribution Date." All Warrants having the
                   same Warrant Distribution Date shall constitute the same
                   series. 

Exercise Price:    With respect to each series of Warrants issued on a 
                   particular Warrant Distribution Date, the Exercise Price 
                   shall be an amount per share of Convertible Preferred Stock 
                   as follows:

<TABLE>
<CAPTION>

If the Warrant Distribution Date   But Before:                                  Then the Exercise
is a date on or after:                                                            Price shall be:
<S>                               <C>                                                     <C>
[The Consummation Date]            [The date 30 days after the Consummation                $10.65

                                   Date]

[The date 30 days after the        [The date 60 days after the Consummation                $10.76
Consummation Date]                 Date]

[The date 60 days after the        [The date 90 days after the Consummation                $10.86
Consummation Date]                 Date]

[The date 90 days after the        [The date 120 days after the                            $10.97
Consummation Date]                 Consummation Date]

[The date 120 days after the       [The date 150 days after the                            $11.08
Consummation Date]                 Consummation Date]

[The date 150 days after the       [The date 180 days after the                            $11.19
Consummation Date]                 Consummation Date]

[The date 180 days after the       [The date 210 days after the                            $11.31
Consummation Date]                 Consummation Date]

[The date 180 days after the       [The date 210 days after the                            $11.31
Consummation Date]                 Consummation Date]

[The date 210 days after the       [The date 240 days after the                            $11.42
Consummation Date]                 Consummation Date]

[The date 240 days after the       [The date 270 days after the                            $11.53
Consummation Date]                 Consummation Date]

[The date 270 days after the       [The date 300 days after the                            $11.65
Consummation Date]                 Consummation Date]


<PAGE>

<CAPTION>

<S>                               <C>                                                     <C>
[The date 300 days after the       [The date 330 days after the                            $11.76
Consummation Date]                 Consummation Date]

[The date 330 days after the       [The date 360 days after the                            $11.88
Consummation Date]                 Consummation Date]

</TABLE>

                   If any Warrants have not yet been issued by the first
                   anniversary of the Consummation Date (or the first business
                   day thereafter if that date is not a business day) (the
                   "Consummation Anniversary Date"), on the Consummation
                   Anniversary Date Newco shall distribute all of those
                   unissued Warrants to a financial institution (the "Warrant
                   Liquidation Agent"). The Expiration Date of the Warrants
                   distributed to the Warrant Liquidation Agent shall be six
                   months after the date they are distributed to the Warrant
                   Liquidation Agent and the Exercise Price of those Warrants
                   shall be $11.88. The Warrant Liquidation Agent shall be
                   instructed by Newco to sell those Warrants into the market
                   as promptly as reasonably practical to permit an orderly
                   sale. One-half of the fees and expenses of the Warrant
                   Liquidation Agent shall be paid from the net proceeds of the
                   sale of those Warrants if those net proceeds are sufficient
                   to pay the fees and expenses of the Warrant Liquidation
                   Agent. The balance of the fees and expenses of the Warrant
                   Liquidation Agent shall be paid by Newco. Any remaining net
                   proceeds of the sale of those Warrants shall be delivered to
                   the Disbursing Agent to be held in a trust account and
                   disbursed to claimants who would otherwise have been
                   entitled to receive those Warrants after the Consummation
                   Anniversary Date. Before the Consummation Anniversary Date,
                   Newco shall either obtain a no-action letter from the
                   Securities and Exchange Commission to the effect that
                   neither (i) the issuance of those Warrants to the Warrant
                   Liquidation Agent nor (ii) the resale of those Warrants by
                   the Warrant Liquidation Agent will require registration
                   under the Securities Act, or, if it does not obtain such a
                   no-action letter, file and cause to become effective a
                   registration statement under the Securities Act. Prior to
                   the Confirmation Date, Toy Biz shall designate a financial
                   institution to serve as the Warrant Liquidation Agent and
                   shall prepare a form of Warrant Liquidation Agreement to
                   effectuate these arrangements. The Warrant Liquidation Agent
                   and the Warrant Liquidation Agreement shall be subject to
                   the approval of the Trustee and the Senior Secured Lenders,
                   which shall not be unreasonably withheld or delayed.

Expiration         For each series of Warrants, the first business day
Date:              occurring more than six months after the Warrant
                   Distribution Date applicable to that series.

Anti-Dilution      The Warrants shall be subject to customary anti-dilution
Adjustments:       adjustments with respect to stock dividends, stock splits or
                   other similar capital reorganizations. If any anti-dilution
                   event occurs prior the issuance of any series of Warrants,
                   then the Board of Directors shall make appropriate
                   adjustment in the exercise rights of that series of Warrants
                   so that the Warrants shall be subject, as nearly as may be
                   practical, to the adjustment which would have resulted from
                   that anti-dilution event had the Warrants been outstanding
                   at the time of that event.

                   If any shares of Convertible Preferred Stock or Common
                   Stock, or warrants or other rights to acquire shares of
                   Convertible Preferred Stock or Common Stock, other than
                   Exempted Issuances, are issued within six months after the
                   Consummation Date for an

                                       2

<PAGE>


                   issue price less than (i) in the case of issuances of shares
                   of Convertible Preferred Stock or warrants or other rights
                   to acquire shares of Convertible Preferred Stock, the then
                   current Exercise Price, or (ii) in the case of issuances of
                   shares of Common Stock or warrants or other rights to
                   acquire shares of Common Stock, the quotient of the current
                   Exercise Price divided by the number of shares of Common
                   Stock (the "Conversion Number") issuable on conversion of a
                   share of Convertible Preferred Stock, then the Exercise
                   Price of all outstanding Warrants and Warrants issued
                   thereafter shall be changed to an amount equal to that issue
                   price, if the adjustment is triggered by the issuance of
                   shares of Convertible Preferred Stock or warrants or other
                   rights to acquire shares of Convertible Preferred Stock, or
                   equal to the product of the issue price multiplied by the
                   Conversion Number, if the adjustment is triggered by the
                   issuance of shares of Common Stock or warrants or other
                   rights to acquire shares of Common Stock. "Exempted
                   Issuances" means securities issuances contemplated by the
                   Third Amended Plan (including securities issuable on
                   conversion or exercise of securities contemplated by the
                   Third Amended Plan), issuances of shares of Convertible
                   Preferred Stock as dividends on shares of Convertible
                   Preferred Stock and issuances pursuant to employee benefit
                   plans of shares of, and options to acquire shares of, Common
                   Stock, provided that such issuances pursuant to employee
                   benefit plans which are vested or scheduled to vest prior to
                   the Expiration Date do not exceed, in the aggregate, 5% of
                   the sum of the shares of Common Stock outstanding as of the
                   Consummation Date and subject to issuance upon conversion of
                   shares of Convertible Preferred Stock outstanding as of the
                   Consummation Date.

                   If any shares of Convertible Preferred Stock or Common
                   Stock, or warrants or other rights to acquire shares of
                   Convertible Preferred Stock or Common Stock, other than
                   Exempted Issuances, are issued within six months after the
                   Consummation Date for an issue price which is (i) in the
                   case of issuances of shares of Convertible Preferred Stock
                   or warrants or other rights to acquire shares of Convertible
                   Preferred Stock, equal to or greater than the then current
                   Exercise Price but less than the product of the Conversion
                   Number multiplied by the then Current Market Price per share
                   of Common Stock, or (ii) in the case of issuances of shares
                   of Common Stock or warrants or other rights to acquire
                   shares of Common Stock, equal to or greater than the
                   quotient of the current Exercise Price divided by the
                   Conversion Number but less than the then Current Market
                   Price per share of Common Stock, then appropriate adjustment
                   shall be made by the Board of Directors to the Exercise
                   Price of all outstanding Warrants and Warrants issued
                   thereafter.

                   If any shares of Convertible Preferred Stock of Common
                   Stock, or Warrants or other rights to acquire shares of
                   Convertible Preferred Stock or Common Stock, other than
                   Exempted Issuances, are issued more than six months after
                   the Consummation Date but prior to the Expiration Date for
                   an issue price which is less than (i) in the case of
                   issuances of shares of Convertible Preferred Stock or
                   Warrants or other rights to acquire shares of Convertible
                   Preferred Stock, both the then current Exercise Price and
                   the product of the Conversion Number multiplied by the then
                   Current Market Price per share of Common Stock, or (ii) in
                   the case of issuances of shares of Common Stock or Warrants
                   or other rights to acquire shares of Common Stock, both

                                       3

<PAGE>

                   the quotient of the current Exercise Price divided by the
                   Conversion Number and the then Current Market Price per
                   share of Common Stock, then the Exercise Price of all
                   outstanding Warrants and Warrants issued thereafter shall be
                   changed to an amount equal to that issue price, if the
                   adjustment is triggered by the issuance of shares of
                   Convertible Preferred Stock or Warrants or other rights to
                   acquire shares of Convertible Preferred Stock, or equal to
                   the product of the issue price multiplied by the Conversion
                   Number, if the adjustment is triggered by the issuance of
                   shares of Common Stock or Warrants or other rights to
                   acquire shares of Common Stock.


                                       4

<PAGE>

                                                                     EXHIBIT D

                                                     CLASS C WARRANT AGREEMENT

                               WARRANT AGREEMENT

                  WARRANT AGREEMENT, dated as of ____________, 1998 (this
"Agreement") between Toy Biz, Inc., a Delaware corporation (the "Company"),
and [Name of Warrant Agent], as warrant agent (the "Warrant Agent").

                  WHEREAS, as consideration paid by the Company in connection
with the settlement and resolution of all disputes between stockholders of
Marvel Entertainment Group, Inc., a Delaware corporation ("Marvel"), and the
Debtors (as herein defined), in connection with a Third Amended Joint Plan of
Reorganization under Chapter 11, Title 11, United States Code (the "Plan of
Reorganization"), for Marvel, the Asher Candy Company, Fleer Corp., Frank H.
Fleer Corp., Heroes World Distribution, Inc., Malibu Comics Entertainment,
Inc., Marvel Characters, Inc., Marvel Direct Marketing Inc., and SkyBox
International Inc. (collectively, the "Debtors") and of Marvel Holdings, Inc.,
Marvel (Parent) Holdings, Inc., and Marvel III Holdings, Inc. (collectively,
the "Holding Companies"), jointly proposed by the Company and certain holders
of senior secured indebtedness of Marvel, the Company proposes to issue and
deliver warrant certificates (the "Warrant Certificates") as provided in the
Plan of Reorganization to each holder of an Allowed Equity Interest and
Allowed Class Securities Litigation Claims (as defined in the Plan of
Reorganization) evidencing Class C Warrants (the "Warrants") to acquire, under
certain circumstances, an aggregate of 5,000,000 shares of the common stock,
$0.01 par value per share, of the Company (the "Common Stock"), representing
___ percent (___%) of the fully diluted Common Stock, such number of Warrants
and shares of Common Stock being subject to adjustment as set forth herein;
and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in
connection with the issuance of the Warrant Certificates and other matters
provided herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, and for the purpose of defining the
respective rights and obligations of the Company, the Warrant Agent and the
Holders (as defined herein), the parties hereto agree as follows:

                  SECTION 1. Certain Definitions. As used in this Agreement,
the following terms shall have the following respective meanings:

                  "Affiliate" means, (i) with respect to any specified Person,
         any other Person that, directly or indirectly, controls, is
         controlled by or is under direct or indirect common

<PAGE>



         control with such specified Person, or any executive officer or
         director of any such specified Person or other Person or (ii) with
         respect to any natural Person, any Person having a relationship with
         such person by blood, marriage or adoption not more remote than first
         cousin. For the purposes of this definition, "control," when used
         with respect to any specified Person, means the possession, direct or
         indirect, of the power to direct the management and policies of such
         Person, directly or indirectly, whether through the ownership of
         voting securities, by contract or otherwise; provided, however, that
         beneficial ownership of 10% or more of the voting securities of a
         Person will be deemed to be control. The terms "controlling" and
         "controlled" have meanings correlative to the foregoing.

                  "Board of Directors" means the Company's Board of Directors
         or a duly appointed committee of the Company's Board of Directors.

                  "Business Day" means each Monday, Tuesday, Wednesday,
         Thursday and Friday which is not a day on which banking institutions
         in the City of New York, or the city in which the principal corporate
         trust office of the Warrant Agent is located, are authorized or
         obligated by law or executive order to be closed.

                  "Common Stock" has the meaning set forth in the preamble
         hereof.

                  "Company" means Toy Biz, Inc., a Delaware corporation, and
         its successors and assigns.

                  "Consummation Date" has the meaning set forth in the Plan of
         Reorganization.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations of the Securities and Exchange
         Commission thereunder.

                  "Exercise Price" means the purchase price per share of
         Common Stock to be paid upon the exercise of each Warrant in
         accordance with the terms hereof, which price shall be $18.50 per
         share of Common Stock, subject to adjustment from time to time
         pursuant to Section 11 hereof.

                  "Expiration Date" means the first business day after the
         fourth anniversary of the Consummation Date.

                  "Fair Market Value" means, with respect to any share of
         Common Stock, as of the date of determination the average of the
         daily closing prices for 30 consecutive trading days preceding the
         date of such computation. The closing price for each day shall be:

                  (a) if the Common Stock shall be then listed or admitted to
                  trading on the New York Stock Exchange, the closing price on
                  the NYSE-Consolidated Tape (or any



                                       2
<PAGE>



                  successor composite tape reporting transactions on the New
                  York Stock Exchange) or, if such a composite tape shall not
                  be in use or shall not report transactions in the Common
                  Stock, or if the Common Stock shall be listed on a stock
                  exchange other that the New York Stock Exchange, the last
                  reported sales price regular way or, in case no such
                  reported sale takes place on such day, the average of the
                  closing bid and asked prices regular way for such day, in
                  each case on the principal national securities exchange on
                  which the shares of Common Stock are listed or admitted to
                  trading (which shall be the national securities exchange on
                  which the greatest number of shares of the Common Stock have
                  been traded during such 30 consecutive trading days); or

                  (b) if the Common Stock is not listed or admitted to
                  trading, the average of the closing sale prices as reported
                  by the NASDAQ National Market System or, if the Common Stock
                  is not included on such system, the average of the closing
                  bid and asked prices of the Common Stock in the
                  over-the-counter market as reported by any system maintained
                  by the NASD or any comparable system or, if the Common Stock
                  is not included for quotation in any such system, the
                  average of the closing bid and asked prices as furnished by
                  two members of the NASD selected reasonably and in good
                  faith from time to time by the Board of Directors for that
                  purpose; or

                  (c) if the Common Stock is not listed or admitted to trading
                  and in the absence of one or more such quotations, the Fair
                  Market Value shall be as reasonably determined in good faith
                  by the Board of Directors (which determination shall be
                  reasonably described in a written notice delivered to the
                  Warrantholders) or, if an objection is made to such
                  determination by a Qualifying Warrantholder (as defined
                  below) in accordance with the following sentence, as
                  determined by an Independent Appraiser in accordance with
                  the following sentence. In the event that any Qualifying
                  Warrantholder shall object to the determination of the Board
                  of Directors of the Fair Market Value by delivering written
                  notice to the Company within ten (10) Business Days
                  following the receipt by such Qualifying Warrantholder of
                  such determination of the Board of Directors, the Fair
                  Market Value shall instead be determined in good faith by an
                  Independent Appraiser. The term "Qualifying Warrantholder"
                  shall include any Warrantholder (or group of Warrantholders)
                  that, at the time of any objection to the determination of
                  the Board of Directors of the Fair Market Value,
                  beneficially owns collectively, together with its
                  Affiliates, at least ten percent (10%) of the Warrants on a
                  fully diluted basis. The determination of the Board of
                  Directors of the Fair Market Value shall be binding and
                  conclusive if no objection is made to such determination by
                  a Qualifying Warrantholder in accordance with the terms set
                  forth above in this paragraph. The fees and expenses of any
                  Independent Appraiser determining the Fair Market Value
                  shall be borne by the Company and the determination by such
                  Independent Appraiser of the Fair Market Value shall be
                  binding and conclusive.


                                       3

<PAGE>




                  "Holder" or "Warrantholder" means the registered holder of a
         Warrant.

                  "Independent Appraiser" means any nationally recognized
         investment banking firm or accounting firm (other than any investment
         banking firm or accounting firm having a significant ongoing
         relationship with the Company at the time of the appraisal) selected
         jointly in good faith by the Board of Directors and the Qualifying
         Warrantholder, whose fees and expenses shall be paid by the Company.

                  "Person" means any individual, corporation, limited
         liability company, partnership, joint venture, association,
         joint-stock company, trust, unincorporated organization, government
         or any agency or political subdivision thereof, or other entity.

                  "Plan" has the meaning set forth in Section 11(f) hereof.

                  "Register" has the meaning set forth in Section 5(c) hereof.

                  "Securities Act" means the Securities Act of 1933, as
         amended, or any similar Federal statute, and the rules and
         regulations of the Securities and Exchange Commission thereunder.

                  "Transfer Agent" has the meaning set forth in Section 10
         hereof.

                  "Warrant Agent" means [Name of Warrant Agent] or the
         successor or successors of such Warrant Agent appointed in accordance
         with the terms hereof.

                  "Warrant Certificates" has the meaning set forth in the
         preamble hereof.

                  "Warrants" has the meaning set forth in the preamble hereof.

                  "Warrants Shares" means the shares of Common Stock issued or
         issuable upon the exercise of the Warrants.

                  SECTION 2. Appointment of Warrant Agent. The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the terms and conditions set forth in this Agreement, and the Warrant Agent
hereby accepts such appointment.

                  SECTION 3. Warrant Certificates. (a) The Warrant
Certificates to be delivered pursuant to this Agreement shall be in registered
form only, shall be substantially in the form set forth in Exhibit A attached
hereto and shall have such insertions as are appropriate or required or
permitted by this Agreement and may have such letters, numbers, designations
or other marks of identification and such legends, summaries and endorsements
stamped, printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the


                                       4

<PAGE>



provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation pursuant thereto or with any rule or regulation of
any securities exchange on which the Warrants may from time to time be listed.
Warrant Certificates shall be dated the date of countersignature by the
Warrant Agent.

                  (b) Pending the preparation of definitive Warrant
Certificates, temporary Warrant Certificates may be issued, which may be
printed, lithographed, typewritten, mimeographed or otherwise produced, and
which will be substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued.

                  (c) If temporary Warrant Certificates are issued, the
Company will cause definitive Warrant Certificates to be prepared without
unreasonable delay. After the preparation of definitive Warrant Certificates,
the temporary Warrant Certificates shall be exchangeable for definitive
Warrant Certificates upon surrender of the temporary Warrant Certificates to
the Warrant Agent, without charge to the Holder. Temporary Warrant
Certificates so surrendered for exchange shall be canceled by the Warrant
Agent and disposed of by the Warrant Agent in a manner satisfactory to the
Company. Until so exchanged, the temporary Warrant Certificates shall in all
respects be entitled to the same benefits under this Agreement as definitive
Warrant Certificates.

                  SECTION 4. Execution of Warrant Certificates. (a) Warrant
Certificates shall be signed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President or a Vice President of the
Company. Such signature upon the Warrant Certificates may be manual or in the
form of a facsimile signature of the present or any future Chairman of the
Board, Chief Executive Officer, President or Vice President of the Company,
and may be imprinted or otherwise reproduced on the Warrant Certificates and
for that purpose the Company may adopt and use the facsimile signature of any
person who shall have been Chairman of the Board, Chief Executive Officer,
President or Vice President of the Company, notwithstanding the fact that at
the time the Warrant Certificates shall be countersigned and delivered or
disposed of he or she shall have ceased to hold such office.

                  (b) In case any officer of the Company who shall have signed
any of the Warrant Certificates shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned by the Warrant
Agent, or delivered to the Holder thereof, such Warrant Certificates
nevertheless shall be countersigned and delivered with the same force and
effect as though such person had not ceased to be such officer of the Company,
unless the Warrant Agent has received written instructions from the Company
not to countersign and deliver such Certificates; and any Warrant Certificate
may be signed on behalf of the Company by any person who, at the actual date
of the execution of such Warrant Certificate, shall be a proper officer of the
Company to sign such Warrant Certificate, although at the date of the
execution of this Warrant Agreement any such person was not such officer.



                                       5

<PAGE>



                  SECTION 5. Registration and Countersignature. (a) The
Company and the Warrant Agent, on behalf of the Company, shall number and
register the Warrant Certificates in a Register (as hereinafter defined) as
they are issued by the Company which such register shall be maintained in
accordance with Section 5(c) hereof.

                  (b) Warrant Certificates shall be manually countersigned by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent shall, upon written instructions of the
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President of the Company, initially countersign, issue and deliver Warrants
entitling the Holders thereof to purchase not more than the number of Warrant
Shares referred to above in the first recital hereof and shall countersign and
deliver Warrants as otherwise provided in this Agreement.

                  (c) The Company shall maintain, or cause to be maintained, a
register (the "Register") of the Warrants at its registered office, at the
principal office of the Warrant Agent or at any other place in the United
States of America designated by the Company, showing (i) the names and the
latest known address of each person who is or has been a Holder; (ii) the
number of Warrants held by each Holder; and (iii) the date and particulars of
the issue and transfer of Warrants. The registered owner on the Register may
be deemed and treated by the Company, the Warrant Agent and all other persons
dealing with the Warrants evidenced thereby as the Holder and absolute owner
thereof for any purpose and as the person entitled to exercise the right
represented thereby, or to the transfer on the books of the Company, any
notice to the contrary notwithstanding, and, until such transfer of the
Warrant on such books in accordance with the provisions of this Agreement, the
Company may treat the registered owner on the Register as the owner for all
purposes.

                  SECTION 6. Registration of Transfers and Exchanges. (a) The
Warrant Agent shall from time to time, subject to the limitations of Section 7
hereof, register the transfer of any outstanding Warrant Certificates upon the
records to be maintained by it for that purpose, upon surrender thereof
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Warrant Agent, duly executed by the Holder or Holders
thereof or by the duly appointed legal representative thereof or by a duly
authorized attorney. Upon any such registration of transfer a new Warrant
Certificate(s) of like tenor and representing in the aggregate the number of
Warrants transferred, shall be issued to the transferee(s), and the
surrendered Warrant Certificate shall be canceled by the Warrant Agent. Upon
any partial transfer, a new Warrant Certificate of like tenor and representing
in the aggregate the number of Warrants which were not so transferred, shall
be issued to, and in the name of, the Warrantholder. Canceled Warrant
Certificates shall thereafter be disposed of in a manner satisfactory to the
Company.

                  (b) Any Warrant Certificate may be exchanged, subdivided or
combined with other Warrant Certificates evidencing the same rights as the
rights evidenced thereby upon presentation and surrender thereof at the
principal office of the Warrant Agent, together with a written notice signed
by the Holder hereof specifying the denominations in which new Warrant


                                       6

<PAGE>



Certificate(s) are to be issued. Upon presentation and surrender of any
Warrant Certificates, together with such written notice, for exchange,
subdivision or combination of such Warrant Certificates, the Company will
issue a new Warrant Certificate or Warrant Certificates, in the denominations
requested, of like tenor entitling the Holder(s) thereof to purchase the same
aggregate number of Warrant Shares as the Warrant Certificate(s) so
surrendered. Such new Warrant Certificate(s) will be registered in the name of
the Holder submitting such request. Any Warrant Certificate surrendered for
exchange, subdivision or combination shall be canceled promptly upon the
issuance of such new Warrant Certificate(s) and then be disposed of by such
Warrant Agent in a manner satisfactory to the Company.

                  (c) The Warrant Agent is hereby authorized to countersign
and deliver, in accordance with the provisions of this Section 6 and of
Section 5 hereof, the new Warrant Certificates required pursuant to the
provisions of this Section 6.

                  SECTION 7. Terms of Warrants; Exercise of Warrants. (a)
Subject to the terms of this Agreement, each Holder shall have the right, upon
payment of the Exercise Price then in effect for the Warrants in accordance
with the terms of this Agreement, from and after the date of issuance of such
Warrants until 5:00 p.m., New York City time, on the Expiration Date, to
receive from the Warrant Agent on behalf of the Company the number of fully
paid and nonassessable Warrant Shares which the Holder may at the time be
entitled to receive on exercise of Warrants. Each Warrant not exercised on or
before 5:00 p.m., New York City time, on the Expiration Date shall become void
and all rights thereunder and all rights in respect thereof under this
Agreement shall cease as of such time.

                  (b) The Warrants may be exercised during normal business
hours on any Business Day on or prior to the Expiration Date upon surrender to
the Warrant Agent on behalf of the Company at the principal office of the
Warrant Agent of the certificate or certificates evidencing the Warrants to be
exercised with the form of subscription to purchase on the reverse thereof
duly completed and signed, and upon payment to the Warrant Agent for the
account of the Company of the applicable Exercise Price as adjusted as herein
provided, for each of the Warrant Shares in respect of which such Warrants are
then exercised. Payment of the aggregate Exercise Price for the number of
Warrant Shares specified in the subscription form shall be made, at the option
of the Holder:

                  (i) by wire transfer or by certified or official bank check
                  payable to the order of the Company in immediately available
                  funds in lawful money of the United States of America; or

                  (ii) by reducing the number of Warrant Shares issuable to
                  the Warrantholder by a number of shares of Common Stock that
                  have a value equal to the Exercise Price which otherwise
                  would have been paid. For the purpose of any exercise
                  pursuant to the previous sentence, the value of a share of
                  Common Stock shall be the Fair Market Value of such share on
                  the date of such exercise.


                                       7

<PAGE>




                  (c) Upon surrender of Warrants in accordance with this
Section 7, and payment of the applicable Exercise Price as provided above, the
Warrant Agent shall thereupon promptly notify the Company, and the Warrant
Agent shall deliver or cause to be delivered, as promptly as possible
thereafter, but in any event within five (5) business days of receipt of such
surrender and payment, to the Holder of such Warrant Certificate appropriate
evidence of ownership of any Warrant Shares or other securities or property
(including any money) to which the Holder is entitled, and, to the extent
possible, certificates representing the Warrant Shares or such other
securities shall be in such denomination(s) as such Holder shall request, and
registered or otherwise placed in, or payable to the order of, such name or
names as may be directed in writing by the Holder, and shall deliver or cause
to be delivered such evidence of ownership and any other securities or
property (including any money) to the person or persons entitled to receive
the same, together with an amount in cash in lieu of any fraction of a share
as provided in Section 13 hereof. Any such evidence of ownership shall be
deemed to have been issued and any Person so designated to be named therein
shall be deemed to have become a holder of record of such Warrant Shares as of
the date of the surrender of such Warrants and payment of the Exercise Price,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares shall not then be
actually delivered to the Holder.

                  (d) The Warrants shall be exercisable either in full or from
time to time in part and, in the event that a Warrant Certificate is
surrendered to the Warrant Agent for exercise of fewer than all of the
Warrants represented by such Warrant Certificate at any time prior to the
Expiration Date, a new certificate evidencing the remaining Warrant or
Warrants but otherwise identical to the surrendered Warrant Certificate will
be issued by the Company, and the Warrant Agent is hereby irrevocably
authorized to countersign and to deliver the required new Warrant Certificate
pursuant to the provisions of this Section 7 and of Section 4 hereof as
promptly as possible, but in any event within five (5) Business Days of
receipt of the certificate evidencing the Warrants, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrant
Certificates duly executed on behalf of the Company for such purpose.

                  (e) All Warrant Certificates surrendered upon exercise of
Warrants shall be canceled by the Warrant Agent. Such canceled Warrant
Certificates shall then be disposed of by the Warrant Agent in a manner
satisfactory to the Company. The Warrant Agent shall account promptly to the
Company with respect to such Warrants exercised and concurrently pay to the
Company as promptly as practicable, but in any event within five (5) Business
Days of receipt, all monies received by the Warrant Agent for the purchase of
the Warrant Shares through the exercise of such Warrants.

                  (f) The Warrant Agent shall keep copies of this Agreement
and any notices given or received hereunder by or from the Company available
for inspection by the Holders during normal business hours at its office. The
Company shall supply the Warrant Agent from time to time with such numbers of
copies of this Agreement as the Warrant Agent may reasonably request.


                                       8

<PAGE>



                  SECTION 8. Payment of Taxes. The Company will pay all
documentary stamp taxes and other governmental charges attributable to the
initial issuance of Warrant Shares upon the exercise of Warrants; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Warrant
Certificates or any certificates for Warrant Shares in a name other than that
of the Holder of a Warrant Certificate surrendered upon the exercise of a
Warrant, and the Company shall not be required to issue or deliver such
Warrant Certificates unless or until the Person or Persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid.

                  SECTION 9. Mutilated, Destroyed, Lost and Stolen Warrant
Certificates. (a) If (i) any mutilated Warrant Certificate is surrendered to
the Warrant Agent or (ii) the Company and the Warrant Agent receive evidence
to their reasonable satisfaction of the destruction, loss or theft of any
Warrant Certificate, and there is delivered to the Company and the Warrant
Agent such certificate or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon the Company's written request
the Warrant Agent shall countersign and deliver, in exchange for any such
mutilated Warrant Certificate or in lieu of and in substitution for any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of
like tenor and for a like aggregate number of Warrants. An applicant for such
a substitute Warrant Certificate shall also comply with such other reasonable
regulations as the Company may prescribe.

                  (b) Upon the issuance of any new Warrant Certificate under
this Section 9, the Company may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and the payment of such other reasonable charges as the
Company may prescribe, including reimbursement of reasonable fees and expenses
of the Company and the Warrant Agent incidental thereto.

                  (c) The provisions of this Section 9 are exclusive and shall
preclude (to the extent lawful) all other rights or remedies with respect to
the replacement of mutilated, destroyed, lost or stolen Warrant Certificates.

                  SECTION 10. Issuance of Warrant Shares. The Company will
keep a copy of this Agreement on file with the transfer agent for the Common
Stock (the "Transfer Agent") and with every subsequent transfer agent for any
shares of the Company's capital stock issuable upon the exercise of the rights
of purchase represented by the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition, from time to time, from such Transfer
Agent the certificates representing shares of the Common Stock and any cash
which may be payable as provided in Section 13 hereof required to honor
outstanding Warrants upon exercise thereof in accordance with the terms of
this Agreement. The Company will supply such Transfer Agent with duly executed
certificates representing shares of Common Stock for such purposes and will
provide or otherwise make available any cash which may be payable as provided
in Section 13 hereof. The Company


                                       9

<PAGE>



will furnish such Transfer Agent and the Warrant Agent a copy of all notices
of adjustments and certificates related thereto, transmitted to each Holder of
the Warrants pursuant to Section 14 hereof.

                  SECTION 11. Adjustment of Exercise Price and Number of
Warrant Shares Issuable. The number and kind of Warrant Shares purchasable
upon the exercise of Warrants and the Exercise Price shall be subject to
adjustment from time to time as follows if at any time after the Consummation
Date and prior to the applicable Expiration Date:

                  (a) Stock Dividends. The Company shall pay a stock dividend
                  or other distribution payable in shares of Common Stock or
                  the number of shares of Common Stock shall have been
                  increased by a subdivision or split-up of shares of Common
                  Stock, then, on the date of the payment of such dividend or
                  distribution (retroactive to the record date) or immediately
                  after the effective date of subdivision or split-up, as the
                  case may be, the number of Warrant Shares to be delivered
                  upon exercise of the Warrants will be increased so that the
                  Warrantholder will be entitled to receive the number of
                  Warrant Shares that such Warrantholder would have owned
                  immediately following such action had the Warrants been
                  exercised immediately prior thereto or, in the case of a
                  stock dividend or distribution, prior to the record date for
                  determination of shareholders entitled thereto, and the
                  Exercise Price will be adjusted as provided in Section 11(e)
                  hereof.

                  (b) Combination of Stock. If the number of shares of Common
                  Stock outstanding shall have been decreased by a combination
                  of the outstanding shares of Common Stock, then, immediately
                  after the effective date of such combination, the number of
                  Warrant Shares to be delivered upon exercise of each Warrant
                  will be decreased so that the Warrantholder thereafter will
                  be entitled to receive the number of Warrant Shares that
                  such Warrantholder would have owned immediately following
                  such action had such Warrant been exercised immediately
                  prior thereto, and the Exercise Price will be adjusted as
                  provided in Section 11(e) hereof.

                  (c) Reorganization, Etc. If any capital reorganization of
                  the Company, or any reclassification of the Common Stock, or
                  any consolidation of the Company with or merger of the
                  Company with or into any other Person or any sale, lease or
                  other transfer of all or substantially all of the assets of
                  the Company to any other Person, shall be effected in such a
                  way that the holders of Common Stock shall be entitled to
                  receive stock, other securities, cash or other assets
                  (whether such stock, other securities, cash or other assets
                  are issued or distributed by the Company or another Person)
                  with respect to or in exchange for Common Stock, then, upon
                  exercise of each Warrant, the Warrantholder shall have the
                  right to receive the kind and amount of stock, other
                  securities, cash or other assets receivable upon such
                  reorganization, reclassification, consolidation, merger or
                  sale, lease or other transfer by a holder of the number of
                  Warrant Shares that such Warrantholder


                                      10

<PAGE>



                  would have been entitled to receive upon exercise of such
                  Warrant had such Warrant been exercised immediately before
                  such reorganization, reclassification, consolidation, merger
                  or sale, lease or other transfer, subject to adjustments (as
                  determined in good faith by the Board of Directors of the
                  Company). Adjustments for events subsequent to the effective
                  date of such a reorganization, reclassification,
                  consolidation, merger, sale or transfer of assets shall be
                  as nearly equivalent as may be practicable to the
                  adjustments provided for in this Agreement. In any such
                  event, effective provisions shall be made in the certificate
                  or articles of incorporation of the resulting or surviving
                  corporation, in any contract of sale, merger, conveyance,
                  lease, transfer or otherwise so that the provisions set
                  forth herein for the protection of the rights of the
                  Warrantholders shall thereafter continue to be applicable;
                  and any such resulting or surviving corporation shall
                  expressly assume the obligation to deliver, upon exercise,
                  such shares of stock, other securities, cash and property.
                  The provisions of this Section 11 shall similarly apply to
                  successive consolidations, mergers, sales, leases or
                  transfers.

                  (d) Adjustment for Rights Issue. In case the Company shall
                  issue rights, options or warrants (collectively, "Rights")
                  to all holders of its outstanding Common Stock entitling
                  them to subscribe for or purchase shares of Common Stock at
                  a Price Per Share which is lower at the record date
                  mentioned below than either (x) the then current Fair Market
                  Value per share of Common Stock or (y) the Exercise Price,
                  or both, the number of Warrant Shares thereafter purchasable
                  upon the exercise of each Warrant shall be determined by
                  multiplying the number of Warrant Shares theretofore
                  purchasable upon exercise of each Warrant by a fraction, the
                  numerator of which shall be the number of shares of Common
                  Stock outstanding on the date of issuance of such Rights
                  plus the additional Number of Shares of Common Stock offered
                  for subscription or purchase in connection with such Rights
                  and the denominator of which shall be the number of shares
                  of Common Stock outstanding on the date of issuance of such
                  Rights plus the number of shares which the aggregate Gross
                  Proceeds received or receivable by the Company upon exercise
                  of such Rights would purchase at the greater of (x) the Fair
                  Market Value per share of Common Stock at such record date
                  or (y) the Exercise Price. Such adjustment shall be made
                  whenever Rights are issued, and shall become effective
                  immediately after the record date for the determination of
                  stockholders entitled to receive Rights. As used herein,
                  "Price Per Share" shall be defined and determined in
                  accordance with the following formula:

                           P  =  R/N

                           where

                           P  =  Price Per Share;



                                      11

<PAGE>



                           R = the "Gross Proceeds" received or receivable by
                           the Company in respect of Rights which shall be the
                           total amount received or receivable by the Company
                           in consideration for the issuance and sale of such
                           Rights plus the aggregate amount of additional
                           consideration payable to the Company upon exercise
                           thereof; provided that the proceeds received or
                           receivable by the Company shall be the cash
                           proceeds before deducting therefrom any
                           compensation paid or discount allowed in the sale,
                           underwriting or purchase thereof by underwriters or
                           dealers or others performing similar services; and

                           N = the "Number of Shares," which in the case of
                           Rights is the maximum number of shares of Common
                           Stock initially issuable upon exercise thereof.

                  (e) Adjustment for Other Distributions. In case the Company
                  shall distribute to all holders of its shares of Common
                  Stock (x) evidences of indebtedness or assets (excluding
                  cash dividends or distributions payable out of the
                  consolidated earnings or surplus legally available for such
                  dividends or distributions and dividends or distributions
                  referred to in paragraphs (a), (c) or (d) above) of the
                  Company or any subsidiary or (y) shares of capital stock of
                  a subsidiary of the Company (such evidences of indebtedness,
                  assets and securities as set forth in clauses (x) and (y)
                  above, collectively, "Assets"), then in each case the number
                  of Warrant Shares thereafter purchasable upon the exercise
                  of each Warrant shall be determined by multiplying the
                  number of Warrant Shares theretofore purchasable upon the
                  exercise of each Warrant by a fraction, the numerator of
                  which shall be the Fair Market Value per share of Common
                  Stock on the date of such distribution and the denominator
                  of which shall be such Fair Market Value per share of Common
                  Stock less the fair value as of such record date as
                  determined reasonably and in good faith by the Board of
                  Directors of the Company of the portion of the Assets
                  applicable to one share of Common Stock. Such adjustment
                  shall be made whenever any such distribution is made, and
                  shall become effective on the date of distribution
                  retroactive to the record date for the determination of
                  stockholders entitled to receive such distribution.

                  (f) Carryover. Notwithstanding any other provision of this
                  Section 11, no adjustment shall be made to the number of
                  Warrant Shares to be delivered to the Warrantholder (or to
                  the Exercise Price) if such adjustment represents less than
                  1% of the number of Warrant Shares to be so delivered, but
                  any lesser adjustment shall be carried forward and shall be
                  made at the time and together with the earlier to occur of
                  (i) the exercise of all or any portion of a Warrant and (ii)
                  the next subsequent adjustment that, together with any
                  adjustments so carried forward, shall amount to 1% or more
                  of the number of Warrant Shares to be so delivered.


                                      12

<PAGE>




                  (g)      Exercise Price Adjustment.

                           (i) Whenever the number of Warrant Shares
                           purchasable upon the exercise of the Warrants is
                           adjusted as provided pursuant to this Section 11,
                           the Exercise Price payable upon the exercise of a
                           Warrant shall be adjusted by multiplying such
                           Exercise Price immediately prior to such adjustment
                           by a fraction, the numerator of which shall be the
                           number of Warrant Shares purchasable upon the
                           exercise of the Warrant immediately prior to such
                           adjustment, and the denominator of which shall be
                           the number of Warrant Shares purchasable
                           immediately thereafter; provided, however, that the
                           Exercise Price for each Warrant Share shall in no
                           event be less than the par value of such Warrant
                           Share.

                           (ii) If at any time, the Company shall pay to
                           holders of record of Common Stock any cash
                           dividends or other cash distributions, then, on the
                           date of the payment of such dividend or
                           distribution (retroactive to the record date), the
                           Exercise Price payable upon the exercise of such
                           Warrant shall be adjusted by reducing the Exercise
                           Price by the amount of such dividend or
                           distribution to one share of Common Stock;
                           provided, however, that the Exercise Price for each
                           Warrant Share shall in no event be less than the
                           par value of such Warrant Share.

                  (h) Decrease in Exercise Price. The Company, in its sole
                  discretion, shall have the right at any time, or from time
                  to time, to decrease the Exercise Price of the Warrants
                  and/or increase the number of Warrants Shares issuable upon
                  the exercise of the Warrants, including as it considers to
                  be advisable in order that any event treated for federal
                  income tax purposes as a dividend of stock or stock rights
                  shall not be taxable to recipients.

                  (i) Other Adjustments. If any event occurs as to which the
                  foregoing provisions of this Section 11 are not strictly
                  applicable or, if strictly applicable, would not, in the
                  good faith judgment of the Board of Directors, fairly
                  protect the purchase rights of the Holders in accordance
                  with the essential intent and principles of such provisions,
                  then the Board of Directors shall make such adjustments in
                  the application of such provisions, in accordance with such
                  essential intent and principles, as shall be reasonably
                  necessary, in the good faith opinion of the Board of
                  Directors, to protect such purchase rights as aforesaid.

                  (j) Further Equitable Adjustments. If, after one or more
                  adjustments to the Exercise Price pursuant to this Section
                  11, the Exercise Price cannot be reduced further without
                  falling below the greater of (i) $0.01 or (ii) the lowest
                  positive exercise price legally permissible for warrants to
                  acquire shares of Common Stock,


                                      13

<PAGE>



                  the Company shall make further adjustments to compensate the
                  Holder, consistent with the foregoing principles, as the
                  Board of Directors, acting in good faith, deems necessary,
                  including an increase in the number of Warrant Shares
                  issuable upon exercise of outstanding Warrants and/or a cash
                  payment to the Holders.

                  SECTION 12. Statement on Warrants. Irrespective of any
adjustment(s) in the number or kind of Warrant Shares issuable upon the
exercise in whole or in part of the Warrants or the Exercise Price, Warrants
theretofore or thereafter issued may continue to express the same number and
kind of Warrant Shares as are stated in the Warrants initially issuable from
time to time pursuant to this Agreement, all subject to further adjustment as
provided herein.

                  SECTION 13. Fractional Interest. The Company shall not be
required to issue fractional shares of Common Stock on the exercise of
Warrants. If more than one Warrant shall be presented for exercise in full at
the same time by the same Holder, the number of full Warrant Shares which
shall be issuable upon such exercise shall be computed on the basis of the
aggregate number of shares of Common Stock acquirable on exercise of the
Warrants so presented. If any fraction of a share of Common Stock would,
except for the provisions of this Section 13, be issuable on the exercise of
any Warrant (or specified portion thereof), the Company shall (i) direct and
deposit with the Transfer Agent an amount sufficient to pay an amount in cash
calculated by it to equal the then current Fair Market Value per share
multiplied by such fraction computed to the nearest whole cent and (ii)
deliver to the Transfer Agent a written certificate of an officer of the
Company setting forth the then current Fair Market Value per share which
certificate shall be conclusive evidence of the correctness of the matters set
forth therein, absent clear error. The Holders, by their acceptance of the
Warrant Certificates, expressly waive any and all rights to receive any
fraction of a share of Common Stock or a stock certificate representing a
fraction of a share of Common Stock.

                  SECTION 14. Notices to Warrantholders. (a) Upon any
adjustment of the Exercise Price or number of Warrant Shares issuable pursuant
to Section 11 hereof, the Company shall as promptly as practicable (x) give a
written certificate of the Company to the Warrant Agent of such adjustment or
adjustments which certificate shall set forth (i) the number of Warrant Shares
issuable upon the exercise of a Warrant and the Exercise Price after such
adjustment, (ii) a brief statement of the facts requiring such adjustment,
(iii) the computation by which such adjustment was made, and (y) cause to be
given to each of the registered Holders of the Warrant Certificates at his
address appearing on the Register written notice of such adjustments by
first-class mail, postage prepaid. The Warrant Agent shall be entitled to rely
on the above-referenced certificate(s) and shall be under no duty or
responsibility with respect to any such certificate(s), except to exhibit the
same from time to time to any Holder desiring an inspection thereof during
reasonable business hours. The Warrant Agent shall not at any time be under
any duty or responsibility to any Holder to determine whether any facts exist
that may require any adjustment of the number of Warrant Shares or other stock
or property issuable on exercise of the Warrants or the Exercise Price, or
with respect to the nature or extent of any such adjustment when made, or with
respect to the method employed in making such adjustment or the validity or
value (or the

                                      14

<PAGE>



kind or amount) of any Warrant Shares or other stock or property which may be
issuable on exercise of the Warrants. The Warrant Agent shall not be
responsible for any failure of the Company to make any cash payment or to
issue, transfer or deliver any Warrant Share or stock certificates or other
stock, securities or property upon the exercise of any Warrant.

                  (b) Prior to the Expiration Date, and for so long as the
Warrants have not been exercised in full, in the event of:

                   (i) any taking by the Company of a record of the holders of
         any class of securities for the purpose of determining the holders
         thereof who are entitled to receive any dividend or other
         distribution, or any right to subscribe for, purchase or otherwise
         acquire any shares of stock of any class or any other securities,
         indebtedness or property, or to receive any other right, option or
         warrant; or

                  (ii) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company (other than a change in par value, or from par value to no
         par value, or from no par value to par value, or as a result of a
         subdivision or combination), any consolidation or merger involving
         the Company and any other party or any transfer of all or
         substantially all the assets of the Company to any other party or any
         tender offer or exchange offer by the Company for shares of Common
         Stock; or

                  (iii) any voluntary or involuntary dissolution, liquidation
         or winding-up of the Company,

then the Company shall cause to be filed with the Warrant Agent and shall
cause to be given to each Warrantholder at its address appearing on the
Warrant Register, at least twenty (20) days prior to the applicable record
date hereinafter specified, or promptly in the case of events for which there
is no record date, by first class mail, postage prepaid, a written notice
stating (i) the date as of which the holders of record of shares of Common
Stock entitled to receive any such rights, options, warrants or distributions
are to be determined, or (ii) the initial expiration date set forth in any
tender offer or exchange offer for shares of Common Stock, or (iii) the date
on which any such reclassification, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up is expected to become
effective or consummated, as well as the date as of which it is expected that
the holders of record of shares of Common Stock shall be entitled to exchange
such shares for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding-up. The failure to give the notice required by this
Section 14 or any defect therein shall not affect the legality or validity of
any distribution, right, option, warrant, reclassification, consolidation,
merger, conveyance, transfer, dissolution, liquidation, winding up or action,
or the vote upon any of the foregoing.


                                      15

<PAGE>



                  SECTION 15. Reservation of Warrant Shares, Etc. The Company
hereby agrees that at all times there shall be reserved for issuance and
delivery upon exercise of the Warrants, free from preemptive rights, liens,
security interests and other encumbrances, such number of shares of authorized
but unissued or treasury shares of Common Stock, or other stock or securities
deliverable pursuant to Section 11, as shall be required for issuance or
delivery upon exercise of the Warrants. Without limiting the generality of the
foregoing, the Company agrees that it will not take any action which would
result in Warrant Shares when issued not being validly and legally issued and
fully paid and nonassessable. The Company hereby represents that, as of the
date hereof, it has sufficient shares of Common Stock reserved for issuance
upon exercise of all outstanding Warrants.

                  SECTION 16. Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the Holders, by their acceptance
thereof, shall be bound:

                  (a) The statements contained herein and in the Warrant
                  Certificates shall be taken as statements of the Company,
                  and the Warrant Agent assumes no responsibility for the
                  correctness of any of the same except such as describe the
                  Warrant Agent or action taken or to be taken by it. The
                  Warrant Agent assumes no responsibility with respect to the
                  distribution of the Warrant Certificates or Warrant Shares
                  or payment or refund of Exercise Price except as herein
                  otherwise provided.

                  (b) The Warrant Agent may consult at any time with counsel
                  satisfactory to it and the Warrant Agent shall incur no
                  liability or responsibility to the Company or to any holder
                  of any Warrant Certificate in respect to any action taken,
                  suffered or omitted by it hereunder in good faith and in
                  accordance with the opinion or the advice of such counsel.

                  (c) The Company agrees to pay to the Warrant Agent
                  reasonable compensation for all services rendered by the
                  Warrant Agent in the execution of this Agreement, to
                  reimburse the Warrant Agent for all expenses, taxes and
                  governmental charges and other charges of any kind and
                  nature reasonably incurred by the Warrant Agent in the
                  execution of this Agreement and to indemnify the Warrant
                  Agent and save it harmless against any and all liabilities,
                  including judgments, reasonable costs and counsel fees, for
                  anything done or omitted by the Warrant Agent in the
                  execution of this Agreement except as a result of its
                  negligence, bad faith or willful misconduct.

                  (d) The Warrant Agent shall be under no obligation to
                  institute any action, suit or legal proceeding or to take
                  any other action likely to involve expense unless the
                  Company or one or more Holders shall furnish the Warrant
                  Agent with reasonable security for any costs and expenses
                  which may be incurred, but this provision shall


                                      16

<PAGE>



                  not affect the power of the Warrant Agent to take such
                  action as it may consider proper, whether with or without
                  any such security. All rights of action under this Agreement
                  or under any of the Warrants may be enforced by the Warrant
                  Agent without the possession of any of the Warrant
                  Certificates or the production thereof at any trial or other
                  proceeding relative thereto, and any such action, suit or
                  proceeding instituted by the Warrant Agent shall be brought
                  in its name as Warrant Agent and any recovery of judgment
                  shall be for the ratable benefit of the Holders, as the
                  respective rights or interests may appear.

                  (e) The Warrant Agent, and any stockholder, director,
                  officer or employee of it, may buy, sell or deal in any of
                  the Warrants or other securities of the Company or become
                  pecuniarily interested in any transaction in which the
                  Company may be interested, or contract with or lend money to
                  the Company or otherwise act as fully and freely as though
                  it were not Warrant Agent under this Agreement. Nothing
                  herein shall preclude the Warrant Agent from acting in any
                  other capacity for the Company or for any other legal
                  entity.

                  (f) The Warrant Agent shall not at any time be under any
                  duty or responsibility to any Holder or the Company to make
                  or cause to be made any adjustment of the Exercise Price or
                  number of the Warrant Shares or other securities or property
                  deliverable as provided in this Agreement, or to determine
                  whether any facts exist which may require any of such
                  adjustments, or with respect to the nature or extent of any
                  such adjustments, when made, or with respect to the method
                  employed in making the same. The Warrant Agent shall not be
                  accountable with respect to the validity or value or the
                  kind or amount of any Warrant Shares or of any securities or
                  property which may at any time be issued or delivered upon
                  the exercise of any Warrant or with respect to whether any
                  such Warrant Shares or other securities will when issued be
                  validly issued and fully paid and nonassessable, and makes
                  no representation with respect thereto.

                  SECTION 17. Merger, Consolidation or Change of Name of
Warrant Agent. (a) Any corporation into which the Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to the business of the Warrant Agent, shall be the
successor to the Warrant Agent hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case
at the time such successor to the Warrant Agent shall succeed to the agency
created by this Agreement, and in case at that time any of the Warrant
Certificates shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent; and in case at that time any of the Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may
countersign such Warrant Certificates either in the name of the predecessor
Warrant Agent or in the name of the successor to the Warrant Agent; and in all
such


                                      17

<PAGE>



cases such Warrant Certificates shall have the full force and effect provided
in the Warrant Certificates and in this Agreement.

                  (b) In case at any time the name of the Warrant Agent shall
be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent whose name has been changed
may adopt the countersignature under its prior name, and in case at that time
any of the Warrant Certificates shall not have been countersigned, the Warrant
Agent may countersign such Warrant Certificates either in its prior name or in
its changed name, and in all such cases such Warrant Certificates shall have
the full force and effect provided in the Warrant Certificates and in this
Agreement.

                  SECTION 18. Resignation and Removal of Warrant Agent;
Appointment of Successor. (a) No resignation or removal of the Warrant Agent
and no appointment of a successor warrant agent shall become effective until
the acceptance of appointment by the successor warrant agent as provided
herein. The Warrant Agent may resign its duties and be discharged from all
further duties and liability hereunder (except liability arising as a result
of the Warrant Agent's own negligence or willful misconduct) after giving
written notice to the Company. The Company may remove the Warrant Agent upon
written notice, and the Warrant Agent shall thereupon in like manner be
discharged from all further duties and liabilities hereunder, except as
aforesaid. The Warrant Agent shall, at the Company's expense, cause to be
mailed (by first class mail, postage prepaid) to each Holder at his last
address as shown on the Register a copy of said notice of resignation or
notice of removal, as the case may be. Upon such resignation or removal, the
Company shall appoint in writing a new warrant agent. If the Company shall
fail to make such appointment within a period of 30 days after it has been
notified in writing of such resignation by the resigning Warrant Agent or
after such removal, then the resigning Warrant Agent or the Holder of any
Warrant may apply to any court of competent jurisdiction for the appointment
of a new warrant agent. Any new warrant agent, whether appointed by the
Company or by such a court, shall be a corporation doing business under the
laws of the United States or any state thereof, in good standing and having a
combined capital and surplus of not less than US$50,000,000. After acceptance
in writing of such appointment by the new warrant agent, it shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further assurance,
conveyance, act or deed; but if for any reason it shall be necessary or
expedient to execute and deliver any further assurance, conveyance, act or
deed, the same shall be done at the expense of the Company and shall be
legally and validly executed and delivered by the resigning or removed Warrant
Agent. Not later than the effective date of any such appointment, the Company
shall give notice thereof to the resigning or removed Warrant Agent. Failure
to give any notice provided for in this Section 18(a), however, or any defect
therein, shall not affect the legality or validity of the resignation of the
Warrant Agent or the appointment of a new warrant agent, as the case may be.

                  (b) Any corporation into which the Warrant Agent or any new
warrant agent may be merged shall be a successor Warrant Agent under this
Agreement without any further act.


                                      18

<PAGE>



Any such successor Warrant Agent shall, at the Warrant Agent's expense,
promptly cause notice of its succession as Warrant Agent to be mailed (by
first class mail, postage prepaid) to each Holder at such Holder's last
address as shown on the Register.

                  SECTION 19. Money and Other Property Deposited with the
Warrant Agent. Any money, securities and other property which at any time
shall be deposited by the Company or on its behalf with the Warrant Agent
pursuant to this Agreement shall be and are hereby assigned, transferred and
set over to the Warrant Agent in trust for the purpose for which such moneys,
securities or other property shall have been deposited, which such purpose
shall be stated in writing in reasonable detail and delivered to the Warrant
Agent; but such moneys, securities or other property need not be segregated
from other funds, securities or other property of the Warrant Agent except to
the extent required by law. The Warrant Agent shall distribute any money
deposited with it for payment and distribution to any Holder by mailing by
first-class mail a check in such amount as is appropriate to such Holder at
the address shown on the Register, or as it may be otherwise directed in
writing by such Holder, upon surrender of such Holder's Warrants. Any money or
other property deposited with the Warrant Agent for payment and distribution
to any Holder that remains unclaimed for two years, less one day after the
date the money was deposited with the Warrant Agent, shall be paid to the
Company upon its request therefor.

                  SECTION 20.  Compliance with Government Regulations; 
Qualification under the Securities Laws.

                  (a) The Company covenants that if the shares of Common Stock
                  required to be reserved for purposes of exercise of Warrants
                  require, under any federal or state law, registration with
                  or approval of any governmental authority before such shares
                  may be issued upon exercise, the Company will, unless the
                  Company has received an opinion of counsel to the effect
                  that such registration is not then permitted by such laws,
                  use commercially reasonable efforts to cause such shares to
                  be duly so registered or approved, as the case may be;
                  provided that in no event shall such shares of Common Stock
                  be issued, and the exercise of all Warrants shall be
                  suspended, for the period during which such registration or
                  approval is required but not in effect; provided, further,
                  that the Expiration Date shall be extended one day for each
                  day (or portion thereof) that any such suspension is in
                  effect. The Company shall promptly notify the Warrant Agent
                  of any such suspension, and the Warrant Agent shall have no
                  duty, responsibility or liability in respect of any shares
                  of Common Stock issued or delivered prior to its receipt of
                  such notice. The Company shall promptly notify the Warrant
                  Agent of the termination of any such suspension, and such
                  notice shall set forth the number of days that the Exercise
                  Period shall be extended as a result of such suspension. The
                  foregoing provisions of this Section 20 shall not require
                  that the Company effect or obtain any such registration or
                  approval of Warrant Shares in order to allow the resale or



                                      19
<PAGE>



                  transfer thereof by any Person that may be an underwriter
                  for purposes of Section 1145 of Chapter 11, Title 11 of the
                  United States Code.

                  (b) The Company covenants that it shall, until the
                  expiration of one year after the final Expiration Date of
                  any Warrants, make available adequate current public
                  information with respect to the Company so as to satisfy
                  paragraph (c) of Rule 144 under the Securities Act of 1933,
                  as amended.

                  (c) The Company covenants that it shall use commercially
                  reasonable efforts to have the Warrants and the Common Stock
                  listed on the New York Stock Exchange, subject to official
                  notice of issuance and subject to satisfaction of the
                  Warrants with listing requirements, as soon as practicable
                  after the date hereof.

                  SECTION 21. Notices. (a) Any notice or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the Holder to or
on the Company shall be deemed given or made when and if delivered personally,
facsimiled (which is confirmed) or sent by overnight courier service,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:

                                    Toy Biz, Inc.
                                    685 Third Avenue
                                    New York, New York  10017
                                    Facsimile No.: 212-682-5272
                                    Telephone: 212-588-5100
                                    Attention: Corporate Secretary

                  (b) In case the Company shall fail to maintain such office
or agency or shall fail to give such notice of the location or of any change
in the location thereof, presentations may be made and notices and demands may
be served at the principal office of the Warrant Agent.

                  (c) Any notice pursuant to this Agreement to be given by the
Company or by the Holder(s) of any Warrant Certificate to the Warrant Agent
shall be sufficiently given when and if deposited in the mail, first-class or
registered or overnight, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) to the Warrant Agent
as follows:

                                    [Name of Warrant Agent]
                                    [Address of Warrant Agent]
                                    Attn: [Corporate Trust Department]

                  (d) Any notice or demand authorized by this Agreement to be
given or made by the Warrant Agent or by the Company to any Holder shall be
sufficiently given or made when and if mailed by first-class or registered,
postage prepaid, mail to the Holder's address shown on


                                      20

<PAGE>



the Register. Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.

                  (e) If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not
the addressee receives it.

                  (f) If the Company mails a notice or communication to a
Holder or Holders, it shall deliver a copy of such notice to the Warrant Agent
at the same time.

                  SECTION 22. Supplements and Amendments. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement without
the approval of any Holders in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable and which shall not in any way
adversely affect the interests of the Holders. Any amendment or supplement to
this Agreement that has an adverse effect on the interests of Holders shall
require the written consent of Holders representing a majority of the then
outstanding Warrants. The consent of each Holder affected shall be required
for any amendment pursuant to which the Exercise Price would be increased or
the number of Warrant Shares purchasable upon exercise of Warrants would be
decreased.

                  SECTION 23. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  SECTION 24. Termination. This Agreement (other than the
Company's obligations with respect to Warrants of such series previously
exercised and with respect to indemnification under Section 18) shall
terminate at 5:00 p.m., New York City time, on the Expiration Date.

                  SECTION 25. Governing Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of Delaware.

                  SECTION 26. Benefits of This Agreement. (a) Nothing in this
Agreement shall be construed to give any person other than the Company, the
Warrant Agent and the Warrantholders (or other respective successors or
assigns) any legal or equitable right, remedy or claim under this Agreement.
This Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent and the Warrantholders (and other respective successors or
assigns).

                  (b) Prior to the exercise of the Warrants, no Holder as
such, shall be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to receive dividends or subscription
rights, the right to vote, to consent, to exercise any preemptive right,


                                      21

<PAGE>



to receive any notice of meetings of stockholders for the election of
directors of the Company or any other matter or to receive any notice of any
proceedings of the Company, except as may be specifically provided for herein.
No provisions hereof, in the absence of affirmative action by the
Warrantholder hereof to purchase Warrant Shares, and no enumeration herein of
the rights or privileges of the Warrantholder shall give rise to any liability
of such Warrantholder as a stockholder of the Company.

                  (c) All rights of action in respect of this Agreement are
vested in the Holders, and any Holder without the consent of the Warrant Agent
or the Holder, may, on such Holder's own behalf and for such Holder's own
benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect
of, such Holder's rights hereunder, including the right to exercise, exchange
or surrender for purchase such Holder's Warrants in the manner provided in
this Agreement.

                  SECTION 27. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

                  SECTION 28. Headings. The headings of the Sections of this
Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.

                  SECTION 29. Severability. Any term or provision of this
Agreement or the Warrants which is invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the other terms and provisions of this Agreement or the Warrants or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement or the Warrants in any other jurisdiction.



                                      22

<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.

                                        TOY BIZ, INC.


                                        By
                                          ---------------------------------
                                           Title
                                                ---------------------------



                                        [NAME OF WARRANT AGENT]


                                        By
                                          ---------------------------------
                                           Title
                                                ---------------------------



                                      23
<PAGE>



                                                                     EXHIBIT A


         EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON

         -----------------.

Class C No.                                               Cusip No.
           ----------                                              -----------

                                                             Class C, Warrants
                                                 ------------


                     [Form of Class C Warrant Certificate]

                                 TOY BIZ, INC.

            (Incorporated under the laws of the State of Delaware)


                  This Warrant Certificate certifies that _________ or its
registered assigns, is the registered holder of Class C Warrants expiring
__________ (the "Warrants") to purchase shares of Common Stock (the "Common
Stock"), of Toy Biz, Inc., a Delaware corporation (the "Company"). Each
Warrant entitles the registered holder upon exercise at any time during normal
business hours after the date hereof and on or before 5:00 p.m., New York City
time, on _______________, to receive from the Company _________ fully paid and
nonassessable shares of Common Stock (each such share a "Warrant Share") at
the initial exercise price (the "Exercise Price") of $_______ per share
payable in accordance with the terms, provisions and conditions of the Warrant
Agreement referred to on the reverse hereof upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the
Warrant Agent, but only subject to the terms, provisions and conditions set
forth herein and in the Warrant Agreement. The Exercise Price and number of
Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment from time to time upon the occurrence of certain events set forth
in the Warrant Agreement.

                  No Warrant may be exercised after 5:00 p.m., New York City
time, on ___________ and, to the extent not exercised by such time, such
Warrants shall become void.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further
provisions shall for all purposes have the same effect as though fully set
forth at this place.

                  The terms of this Warrant Certificate are qualified in their
entirety by reference to the Warrant Agreement and, in the event of a conflict
between the terms of this Warrant Certificate and the terms of the Warrant
Agreement, the terms of the Warrant Agreement shall



                                      A-1
<PAGE>



control the rights, interests and obligations of the holders of the Warrants,
the Warrant Agent and the Company with respect to the Warrants.

                  This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.

                  This Warrant Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be signed by a duly authorized Officer.

Dated:

                                           TOY BIZ, INC.


                                           By
                                             -------------------------------
                                           Name:
                                           Title:


Countersigned:

[NAME OF WARRANT AGENT],
as Warrant Agent


By
  ---------------------------
     Authorized Signature



                                      A-2
<PAGE>



                                [REVERSE SIDE]

                  The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants expiring on the Expiration Date
entitling the holder on exercise to receive shares of Common Stock of the
Company and are issued or to be issued pursuant to a Warrant Agreement dated
as of _______, 1998 (the "Warrant Agreement"), duly executed and delivered by
the Company to [Warrant Agent], as Warrant Agent (the "Warrant Agent"), which
Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holders) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written
request to the Company. By accepting initial delivery, transfer or exchange of
this Warrant, the duly registered holder shall be deemed to have agreed to the
terms of the Warrant Agreement as it may be in effect from time to time,
including any amendments or supplements duly adopted in accordance therewith.

                  Payment of the Exercise Price may be made, at the option of
the holder, in cash by wire transfer or by certified or official bank check
payable to the order of the Company in immediately available funds in lawful
money of the United States of America, or by reducing the number of Warrant
Shares issuable to the holder by a number of shares of Common Stock that have
a value equal to the Exercise Price which otherwise would have been paid (for
purpose of any such exercise, the value of a share of Common Stock shall be
the Fair Market Value of such share on the date of such exercise).

                  Upon due presentation for registration of transfer of this
Warrant Certificate, with or without other Warrant Certificates, at the office
of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be
issued to the transferee(s) in exchange for this Warrant Certificate, with or
without other Warrant Certificates, subject to the limitations provided in the
Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.

                  The Company and the Warrant Agent may deem and treat the
registered holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes. Neither the Warrants nor
this Warrant Certificate entities any holder hereof to any rights of a
stockholder of the Company.



                                      A-3
<PAGE>



                               SUBSCRIPTION FORM

                  (To be executed only upon exercise of Warrants represented
by this Warrant Certificate)

To:      [Name of Warrant Agent],
             as Warrant Agent
         [Address of Warrant Agent]

                  The undersigned hereby irrevocably exercises [_____________]
of the Class C Warrants represented by this Warrant Certificate and herewith
makes payment in accordance with the terms and conditions specified in this
Warrant Certificate and in the Warrant Agreement and surrenders this Warrant
Certificate and all right, title and interest therein to and directs that the
shares of Common Stock of Toy Biz, Inc. (the "Warrant Shares") deliverable
upon the exercise of such Class C Warrants be registered or placed in the name
and at the address specified below and delivered thereto.

Dated:

                                        ---------------------------------------
                                        (Signature of Owner)


                                        ---------------------------------------
                                        (Street Address)    


                                        ---------------------------------------
                                        (City)          (State)      (Zip Code)


                                        Signature Guaranteed By:


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


Securities and/or check or other property (including, if such number of Class
C Warrants exercised shall not be all of the Class C Warrants evidenced by
this Warrant Certificate, a new Warrant Certificate for the balance remaining
of such Class C Warrants) to be issued or delivered to:

Name:

Street Address:

City, State and Zip Code:

Please insert social security or identifying number:



                                      A-4
<PAGE>


                              FORM OF ASSIGNMENT

                  For value received from the Assignee(s) named below, the
undersigned registered Holder of this Warrant Certificate hereby sells,
assigns, and transfers unto the Assignee(s) named below (including the
undersigned with respect to any Class C Warrants constituting a part of the
Class C Warrants evidenced by this Warrant Certificate not being assigned
hereby) all of the right of the undersigned under this Warrant Certificate,
with respect to the number of Class C Warrants set forth below:

                                         Social Security
                                            or other
Name of Assignee         Address         Identifying No.      No. of Warrants
----------------         -------         ---------------      ---------------






and does hereby irrevocably constitute and appoint ____________ the
undersigned's attorney to make such transfer on the books of _____________
maintained for the purposes, with full power of substitution in the premises.

Dated:


                                        ---------------------------------------
                                        (Signature of Owner)


                                        ---------------------------------------
                                        (Street Address)    


                                        ---------------------------------------
                                        (City)          (State)      (Zip Code)


                                        Signature Guaranteed By:


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


                                      A-5
<PAGE>

                                  EXHIBIT D-1

                                  TERM SHEET
                       FOR STOCKHOLDER SERIES C WARRANTS



Number of Warrants                    5,000,000 (subject to increase or decrease
                                      to accommodate rounding of Fractional 
                                      Warrants) with each Warrant being 
                                      exercisable for one share of Common Stock.

Exercise Price:                       $18.50 per share.

Expiration Date:                      The first business day after the fourth
                                      anniversary of the Consummation Date.

Anti-Dilution Adjustments:            The Warrants shall be subject to 
                                      customary anti-dilution adjustments with
                                      respect to stock dividends, stock splits
                                      or other similar capital reorganizations.




<PAGE>

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 TOY BIZ, INC.


                  Toy Biz, Inc., a corporation (the "Corporation") organized
and existing under the General Corporation Law of the State of Delaware (the
"GCL"), does hereby certify as follows:

                  1. The present name of the Corporation is Toy Biz, Inc. The
Corporation was originally incorporated under the name "Toy Biz Acquisition,
Inc.," and its original certificate of incorporation was filed with the office
of the Secretary of State of the State of Delaware on March 18, 1993.

                  2. This Restated Certificate of Incorporation was duly
adopted in accordance with Sections 242 and 245 of the GCL, after a special
meeting of stockholders called and held upon notice in accordance with Section
222 of the GCL and after a vote of stockholders thereat.

                  3. This Restated Certificate of Incorporation restates and
integrates and further amends the certificate of incorporation of the
Corporation, as heretofore amended, supplemented, and/or restated (the
"Certificate of Incorporation").

                  4. The text of the Certificate of Incorporation is hereby
restated and integrated and further amended to read in its entirety as follows:


                                   ARTICLE I

                                      NAME

       The name of the Corporation is Toy Biz, Inc. (the "Corporation").

                                   ARTICLE II

                               REGISTERED OFFICE

           The address of the registered office of the Corporation in
the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of
New Castle, and the name of the registered agent of the Corporation at such
address is The Prentice-Hall Corporation System, Inc.




<PAGE>



                                  ARTICLE III

                                    PURPOSES

                  The nature of the business or purposes of the Corporation is
to engage in any lawful act or activity for which corporations may be organized
under the GCL.


                                   ARTICLE IV

                               CAPITAL STRUCTURE

                  4.1 Authorized Capital Stock. The total number of shares of
capital stock which the Corporation shall have authority to issue is
250,000,000 shares, consisting of two classes of capital stock:

                  (a) 200,000,000 shares of common stock, par value $.01 per
share (the "Common Stock"); and

                  (b) 50,000,000 shares of preferred stock, par value $.01 per
share (the "Preferred Stock") of which 30,000,000 shares shall be designated as
shares of 8% Cumulative Convertible Preferred Stock.

                  4.2 Reclassification. Upon the filing (the "Effective Time")
of this Restated Certificate of Incorporation pursuant to the GCL, each share
of the Corporation's Class A common stock, $0.01 par value per share, issued
and outstanding immediately prior to the Effective Time (the "Class A Stock")
shall be reclassified as and changed into one validly issued, fully paid, and
non-assessable share of Common Stock authorized by subparagraph 4.1(a) of
Article IV hereof, without any action by the holder thereof (the
"Reclassification"). Each certificate that theretofore represented a share or
shares of Class A Stock shall thereafter represent that number of shares of
Common Stock into which the share or shares of Class A Stock represented by
such certificate shall have been reclassified; provided, however, that each
record holder of a stock certificate or certificates that theretofore
represented a share or shares of Class A Stock shall receive, upon surrender of
such certificate or certificates, a new certificate or certificates evidencing
and representing the number of shares of Common Stock to which such record
holder is entitled pursuant to the foregoing Reclassification.

                  4.3 Designations, Preferences, etc. The designations,
preferences, powers, and relative, participating, optional, and other rights
and the qualifications, limitations, and restrictions thereof, of the capital
stock of the Corporation shall be as set forth in this Certificate of
Incorporation.


                                      -2-

<PAGE>




                                   ARTICLE V

                                  COMMON STOCK

                  5.1 Dividends. Subject to any preferential or other rights of
the holders of outstanding shares of Preferred Stock, when, as, and if
dividends are declared by the Corporation's Board of Directors in accordance
with the provisions of this Certificate of Incorporation on outstanding shares
of Common Stock, whether payable in cash, in property, or in securities of the
Corporation, the holders of shares of the Common Stock shall be entitled to
share equally in and to receive all such dividends, in accordance with the
number of shares of Common Stock held by each such holder.

                  5.2 Liquidation Rights. Upon any duly authorized voluntary or
any involuntary liquidation, dissolution, or winding-up of the affairs of the
Corporation, after payment in full or reasonable provision for payment in full
of all claims and obligations of the Corporation, in accordance with Section
281 of the GCL, as the same now exists or may hereafter be amended, or with the
provisions of any successor statute, shall have been made, and subject to any
preferential or other rights of holders of outstanding shares of Preferred
Stock, the holders of shares of Common Stock shall be entitled to share
ratably, in accordance with the number of shares of Common Stock held by each
such holder, in all remaining assets of the Corporation available for
distribution among the holders of Common Stock, whether such assets are
capital, surplus, or earnings. For the purposes of this Paragraph 5.2, neither
the consolidation or merger of the Corporation with or into any other entity or
entities, nor the sale, lease, exchange or transfer by the Corporation of all
or any part of its assets, nor the reduction of the number of authorized shares
of the capital stock or any class or series thereof of the Corporation, shall
be deemed to be a voluntary or involuntary liquidation, dissolution, or
winding-up of the Corporation as those terms are used in this Paragraph 5.2.

                  5.3 Voting Rights. At each annual or special meeting of
stockholders and for all other purposes, each holder of record of shares of
Common Stock on the relevant record date shall be entitled to one (1) vote for
each share of Common Stock standing in such holder's name on the stock transfer
records of the Corporation. The holders of shares of Common Stock shall not
have cumulative voting rights.

                  5.4 No Preemptive or Subscription Rights. No holder of shares
of Common Stock shall be entitled to preemptive or subscription rights.



                                      -3-

<PAGE>



                                   ARTICLE VI

                                PREFERRED STOCK

                  Shares of Preferred Stock may be issued from time to time in
one or more series only as may be determined and authorized in accordance with
the provisions of this Certificate of Incorporation. Subject to the provisions
of this Certificate of Incorporation, the Board of Directors is expressly
authorized, to the fullest extent permitted by law, to fix and alter the
powers, designations, preferences, and relative, optional, participating, and
other rights, and the qualifications, limitations, and restrictions thereof,
granted to or imposed upon any wholly unissued series of Preferred Stock and,
unless otherwise provided in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any such series,
to increase (but not above the total number of authorized shares of Preferred
Stock) or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any such series subsequent to the issue of
shares of that series.

                  Authorized and unissued shares of any series of Preferred
Stock may be issued with such designations, powers, voting rights, preferences,
and relative, participating, optional and other rights, if any, and such
qualifications, limitations and restrictions thereof, if any, only as may be
authorized in accordance with the provisions of this Certificate of
Incorporation prior to the issuance of any shares of such series of Preferred
Stock, including, but not limited to: (i) the distinctive designation of each
series and the number of shares that will constitute such series; (ii) the
voting rights, if any, of shares of such series and whether the shares of any
such series having voting rights shall have multiple votes per share; (iii) the
dividends payable on the shares of such series, any restriction, limitation, or
condition upon the payment of such dividends, whether dividends shall be
cumulative, and the dates on which dividends are payable; (iv) the prices at
which, and the terms and conditions on which, the shares of such series may be
redeemed, if such shares are redeemable; (v) the purchase or sinking fund
provisions, if any, for the purchase or redemption of shares of such series;
(vi) any preferential amount payable upon shares of such series in the event of
the liquidation, dissolution, or winding-up of the Corporation, or any
distribution of its assets; and (vii) the prices or rates of conversion or
exchange at which, and the terms and conditions on which, the shares of such
series are convertible or exchangeable, if such shares are convertible or
exchangeable.

                  Any and all shares of Preferred Stock issued and for which
full consideration has been paid or delivered shall be deemed fully paid and
non-assessable shares, and the holder thereof shall not be liable for any
further payment thereon.

                  6.1 8% Cumulative Convertible Preferred Stock. The initial
series of Preferred Stock shall be comprised of 30,000,000 shares and shall be
designated 8% Cumulative Convertible Preferred Stock (the "8% Preferred
Stock").



                                      -4-

<PAGE>



                  The rights, preferences, privileges and restrictions granted
to or imposed upon the 8% Preferred Stock are as follows.

                  6.2 Dividends and Distributions. (a) The holders of 8%
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors out of funds legally available for the purpose, dividends at a
rate per annum equal to 8% of the Liquidation Preference (as defined in Section
6.7) per share of the 8% Preferred Stock payable quarterly on the first
business day of [March, June, September and December] in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing __________________, 199_. Dividends shall be payable at the option
of the Board of Directors (x) in cash, (y) in additional shares of 8% Preferred
Stock having an aggregate Liquidation Preference no less than the dividend
payment, or (z) in any combination of cash and additional shares of 8%
Preferred Stock valued on such basis. If any dividend, or portion thereof, is
not timely paid in cash, the Board of Directors will be deemed to have elected
to pay the dividend, or such portion, in shares of 8% Preferred Stock which
will be deemed issued for this purpose as of the Dividend Payment Date
applicable to that dividend. So long as any shares of 8% Preferred Stock are
outstanding, the Corporation shall not pay or declare, or issue by way of any
capital reorganization or reclassification, any dividend or distribution on
shares of Common Stock or on any series of capital stock ranking junior to the
8% Preferred Stock (either as to dividends or upon liquidation, dissolution or
winding up), except (i) Approved Spinoff Distributions (as defined in this
paragraph), (ii) dividends or distributions that are payable solely in shares
of Common Stock or any series of capital stock ranking junior to the 8%
Preferred Stock both as to dividends and upon liquidation, dissolution or
winding up, or (iii) any rights or warrants to subscribe for or purchase shares
described in clause (ii). "Approved Spinoff Distribution" shall mean a dividend
or distribution of shares of stock having a majority of the voting power of a
subsidiary of the Corporation but only if the Corporation receives a fairness
opinion from a nationally recognized investment banking firm to the effect that
the adjustment of the conversion ratio of the 8% Preferred Stock as a result of
such dividend or distribution is fair to the holders of the 8% Preferred Stock
from a financial point of view.

                  (b) In the case of the original issuance of shares of 8%
Preferred Stock, dividends shall begin to accrue and be cumulative from the
date of issue. In the case of shares of 8% Preferred Stock issued at any other
time, dividends shall begin to accrue and be cumulative from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares to which
such dividends have been paid, unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the Dividend Record Date (as defined below) for
the determination of holders of shares of 8% Preferred Stock entitled to
receive a quarterly dividend and before the Quarterly Dividend Payment Date to
which such Dividend Record Date relates, in either of which events such
dividends shall be cumulative from such Quarterly Dividend Payment Date;
provided, however, that if dividends shall not be paid on such Quarterly
Dividend Payment Date, then dividends shall accrue and be cumulative from the
Quarterly Dividend Payment Date to which such dividends have been paid.
Dividends paid on


                                      -5-

<PAGE>



the shares of 8% Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro-rata on a share-by-share basis among all such shares at the time
outstanding. The record date (the "Dividend Record Date") for the determination
of holders of 8% Preferred Stock entitled to receive payment of a dividend on
any Quarterly Dividend Payment Date shall be the close of business on the last
day of the month preceding the month in which a Quarterly Dividend Payment Date
occurs.

                  6.3 Voting Rights. The holders of 8% Preferred Stock shall
have the following voting rights:

                  (a) Except as otherwise provided herein, each holder of
shares of 8% Preferred Stock shall be entitled to such number of votes for the
8% Preferred Stock held by him on all matters submitted to a vote of holders of
Common Stock as shall be equal to the largest number of whole shares of Common
Stock into which all of his shares of 8% Preferred Stock are then convertible;

                  (b) Except as otherwise provided herein or by law, the
holders of 8% Preferred Stock and the holders of Common Stock shall vote
together as one class on all matters submitted to a vote of the Corporation's
stockholders;

                  (c) The Corporation shall not (A) consolidate with or merge
into any other person in any transaction in which the Corporation is not the
continuing or surviving corporation, (B) permit any other person to consolidate
with or merge into the Corporation in any transaction in which the Corporation
is the continuing or surviving person, but the Common Stock is changed into or
exchanged for stock or other securities of any other person or cash or any
other property, or (C) transfer all or substantially all of its properties or
its assets to any other person, unless such transaction is approved by at least
two-thirds of the shares of outstanding 8% Preferred Stock, voting together as
a separate class, except that in the case of a merger, consolidation or
transfer to be consummated prior to [THE DATE WHICH IS THE THIRD ANNIVERSARY OF
THE CLOSING WILL BE INSERTED] such approval shall not be required if each of
the following conditions is satisfied with respect to such merger,
consolidation, sale or transfer: (i) the holders of Common Stock will receive
consideration equal to at least $9.625 per share of Common Stock, and (ii) the
holders of 8% Preferred Stock will receive (x) the same consideration such
holders would have received had such holders converted their 8% Preferred Stock
to Common Stock immediately prior to consummation of the merger or
consolidation, plus (y) an amount equal to the present value of the amount of
dividends such holders would have been entitled to receive on their shares of
8% Preferred Stock if such shares remained outstanding until [THE DATE WHICH IS
THE THIRD ANNIVERSARY OF THE CLOSING WILL BE INSERTED], discounted at a
discount rate of 10% per annum, compounded quarterly.

                  6.4 Certain Restrictions. So long as any shares of 8%
Preferred Stock are outstanding, the Corporation shall not:


                                      -6-

<PAGE>




                  (a) redeem or purchase or otherwise acquire for consideration
any stock ranking junior to or on a parity with (either as to dividends or upon
liquidation, dissolution or winding up) the 8% Preferred Stock;

                  (b) permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could purchase such shares at such time and in such
manner; or

                  (c) without the affirmative vote or consent of holders of at
least two-thirds of the outstanding shares of 8% Preferred Stock voting or
consenting separately as one class, authorize or issue any class or series of
stock ranking (either as to dividends or upon liquidation, dissolution or
winding up) senior to or on parity with the 8% Preferred Stock, or issue any
shares of 8% Preferred Stock other than (i) as contemplated by the [Third]
Amended Joint Plan of Reorganization Proposed by Secured Lenders and the
Corporation in the chapter 11 cases of Marvel Entertainment Group, Inc. and
certain of its affiliates (the "Third Amended Plan"), including pursuant to the
Stockholder Series B Warrants referred to in the Third Amended Plan, or (ii) as
dividends on shares of 8% Preferred Stock.

                  6.5 Redemption. (a) The Corporation shall redeem all
outstanding shares of 8% Preferred Stock on [THE DATE WHICH IS THE THIRTEENTH
ANNIVERSARY OF THE CLOSING WILL BE INSERTED] at a price per share equal to the
Liquidation Preference plus an amount equal to all accrued but unpaid dividends
thereon, whether or not declared, to the redemption date.

                  (b) The Corporation may redeem all, but not less than all, of
the outstanding shares of the 8% Preferred Stock at any time after the [THE
DATE WHICH IS THE THIRD ANNIVERSARY OF THE CLOSING WILL BE INSERTED] at a price
per share equal to the Liquidation Preference, plus all accrued but unpaid
dividends, whether or not declared, plus, if the redemption date is not a
Quarterly Dividend Payment Date, an amount equal to the annual dividend per
share multiplied by a fraction, the numerator of which is the number of days
from the Quarterly Dividend Payment Date next preceding the date of redemption
to the redemption date and the denominator of which is 365, provided that if
the redemption date occurs after a Dividend Record Date and before the
Quarterly Dividend Payment Date to which that Dividend Record Date relates, the
dividend otherwise payable on that Quarterly Dividend Payment Date shall not be
paid by the Corporation. If the Corporation elects to redeem the outstanding
shares of 8% Preferred Stock as provided in this paragraph, the Corporation
shall send a notice of redemption to each holder of the 8% Preferred Stock
specifying (i) the redemption date, which date shall be not less than thirty
(30) nor more than sixty (60) days following the date of mailing of the notice
of redemption, and (ii) the redemption price, including a calculation thereof
in reasonable detail.



                                      -7-

<PAGE>



                  (c) The following provisions shall apply to any redemption
pursuant to this Section 6.5:

                  (i) On the redemption date, the Corporation shall deposit for
the pro-rata benefit of the holders of the shares of the outstanding 8%
Preferred Stock the funds necessary for such redemption with a bank or trust
company in the Borough of Manhattan, The City of New York, having a capital and
surplus of at least $100,000,000. Holders of shares of 8% Preferred Stock shall
thereafter have the right to receive payment of the redemption price for such
shares by surrendering to the Corporation, at its principal office or at such
other office or agency maintained by the Corporation for that purpose, a
certificate or certificates representing the shares of 8% Preferred Stock to
the Corporation, at its principal office or at such other office or agency
maintained by the Corporation for that purpose, a certificate or certificates
representing such shares. Any monies so deposited by the Corporation with a
bank or trust company pursuant to this subparagraph (c)(i) and unclaimed at the
end of two years from the redemption date shall revert to the general funds of
the Corporation. After such reversion, any such bank or trust company shall,
upon demand, pay over to the Corporation such unclaimed amounts and thereupon
such bank or trust company shall be relieved of all responsibility in respect
thereof to such holder and such holder shall look only to the Corporation for
the payment of the redemption price. Any interest accrued on funds so deposited
pursuant to this subparagraph (c)(i) shall be paid from time to time to the
Corporation for its own account; and

                  (ii) Upon the deposit of funds pursuant to subparagraph (i)
in respect of outstanding shares of the 8% Preferred Stock, notwithstanding
that any certificates for such shares shall not have been surrendered for
cancellation, the shares represented thereby shall no longer be deemed
outstanding, the rights to receive dividends thereon shall cease to accrue from
and after the date of redemption and all rights of the holders of the shares of
the 8% Preferred Stock shall cease and terminate, excepting only the right to
receive the redemption price therefor.

                  6.6 Reacquired Shares. Any shares of the 8% Preferred Stock
redeemed or purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions or restrictions on issuance set forth
herein.

                  6.7 Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the corporation, no distribution
shall be made (A) to the holders of stock ranking junior (upon liquidation,
dissolution or winding up) to the 8% Preferred Stock unless, prior thereto, the
holders of 8% Preferred Stock shall have received $10.00 per share (the
"Liquidation Preference"), plus an amount equal to accrued but unpaid dividends
thereon, whether or not declared, to the date of such payment plus, if the date
of such payment is not a Quarterly Dividend Payment Date, an amount equal to
the annual dividend per share multiplied


                                      -8-

<PAGE>



by a fraction, the numerator of which is the number of days from the Quarterly
Dividend Payment Date next preceding the date of such payment to the date of
such payment and the denominator of which is 365, provided that if the date of
such payment is after a Dividend Record Date and before the Quarterly Dividend
Payment Date to which that Dividend Record Date relates, the dividend otherwise
payable on that Quarterly Dividend Payment Date shall not be paid by the
Corporation, or (B) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the 8% Preferred
Stock, except distributions made ratably on the 8% Preferred Stock and all
other such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding
up.

                  6.8 Conversion. Each share of the 8% Preferred Stock may be
converted (an "Optional Conversion") at any time, at the option of the holder
thereof, into shares of Common Stock of the Corporation, on the terms and
conditions set forth below in this Section 6.8.

                  (a) Subject to the provisions for adjustment hereinafter set
forth, each share of the 8% Preferred Stock shall be convertible in the manner
hereinafter set forth, into 1.039 fully paid and nonassessable shares of Common
Stock of the Corporation. Upon conversion of any shares of 8% Preferred Stock,
the holder thereof shall be entitled to receive all accrued but unpaid
dividends, whether or not declared, on the shares so converted plus, if the
conversion date is not a Quarterly Dividend Payment Date, an amount equal to
the annual dividend per share multiplied by a fraction, the numerator of which
is the number of days from the Quarterly Dividend Payment Date next preceding
the date of conversion to the conversion date and the denominator of which is
365 (the amount of any such unpaid dividends and the other amount being payable
in such number of shares of Common Stock which would be issuable upon
conversion of shares of 8% Preferred Stock having an aggregate Liquidation
Preference equal to such amount), provided that if the conversion date is after
a Dividend Record Date and before the Quarterly Dividend Payment Date to which
that Dividend Record Date relates, the dividend otherwise payable on that
Quarterly Dividend Payment Date in respect of the shares so converted shall not
be paid by the Corporation.

                  (b) The number of shares of Common Stock into which each
share of the 8% Preferred Stock is convertible shall be adjusted from time to
time as follows:

                  (i) In case the Corporation shall at any time or from time to
time declare or pay any dividend on its Common Stock payable in its Common
Stock or effect a subdivision of the outstanding shares of its Common Stock
into a greater number of shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in its Common Stock), or combine or
consolidate the outstanding shares of its Common Stock into a lesser number of
shares of Common Stock, by reclassification or otherwise, or the Corporation
shall otherwise effect a capital reorganization or reclassification of the
Common Stock permitted by this Article VI, then, and in each such case, the
number of shares of Common Stock into which


                                      -9-

<PAGE>



each share of the 8% Preferred Stock is convertible shall be adjusted so that
the holder of each share thereof shall be entitled to receive, upon the
conversion thereof, the number of shares of Common Stock or number and kind of
other securities which the holder would have owned after giving effect to such
event had such shares been converted immediately prior to the occurrence of
such event. An adjustment made pursuant to this subparagraph (b)(i) shall
become effective in the case of any such dividend, immediately after the close
of business on the record date for the determination of holders of Common Stock
entitled to receive such dividend, and otherwise at the close of business on
the day immediately prior to the day upon which such corporate action becomes
effective;

                  (ii) In case the Corporation at any time or from time to time
shall issue rights or warrants to all holders of shares of its Common Stock
entitling them (for a period expiring within 45 calendar days after the date of
issuance) to subscribe for or purchase shares of its Common Stock at a price
per share (or having a conversion price per share) less than the Current Market
Price (as defined in paragraph (c) below) per share of Common Stock on the
record date fixed for the determination of shareholders entitled to receive
such right or warrant, then, and in each such case (unless the holders of
shares of the 8% Preferred Stock shall be permitted to subscribe for or
purchase shares of Common Stock on the same basis as though such shares of the
8% Preferred Stock had been converted into shares of Common Stock immediately
prior to the close of business on such record date), the number of shares of
Common Stock into which each share of the 8% Preferred Stock is convertible
shall be adjusted so that the holder of each share thereof shall be entitled to
receive, upon the conversion thereof, the number of shares of Common Stock
determined by multiplying (a) the number of shares of Common Stock into which
such share was convertible immediately prior to such event by (b) a fraction,
the numerator of which shall be the sum of (I) the number of shares of Common
Stock outstanding on such record date plus (II) the number of additional shares
of Common Stock offered for subscription or purchase, and the denominator of
which shall be the sum of (I) the number of shares of Common Stock outstanding
on such record date plus (II) the number of shares of Common Stock which the
aggregate consideration receivable by the Corporation for the total number of
shares of Common Stock so offered would purchase at such Current Market Price
on such record date. For purposes of this subparagraph (b)(ii), the aggregate
consideration receivable by the Corporation in connection with the issuance of
rights of warrants to subscribe for or purchase securities convertible into
Common Stock shall be deemed to be equal to the sum of the aggregate offering
price of such securities plus the minimum aggregate amount, if any, payable
upon conversion of such securities into shares of Common Stock. An adjustment
made pursuant to this subparagraph (b)(ii) shall be made upon the issuance of
any such rights or warrants and shall be effective retroactively immediately
after the close of business on the record date fixed for the determination of
shareholders entitled to receive such rights or warrants. For purposes of this
subparagraph (b)(ii) the granting of the right to purchase Common Stock
(whether treasury shares or newly issued shares) pursuant to any plan providing
for the reinvestment of dividends or interest payable on securities of the
Corporation, and the investment of additional optional amounts, in shares of
Common Stock, in any such case at a price per share of not less than 95% of the
current


                                      -10-

<PAGE>



market price (determined as provided in such plans) per share of Common Stock,
shall not be deemed to constitute an issue of rights or warrants by the
Corporation within the meaning of this subparagraph; and

                  (iii) In case the Corporation at any time or from time to
time shall declare, order, pay or make a dividend or other distribution of any
kind or nature whatsoever which is permitted to be made pursuant to this
Article VI on its Common Stock, other than a dividend payable in shares of the
Corporation's Common Stock or rights or warrants to subscribe for shares of the
Corporation's Common Stock covered under (ii) herein, then, and in each such
case (unless the holders of shares of the 8% Preferred Stock shall receive any
such dividend or other distribution on the same basis as though such shares of
the 8% Preferred Stock had been converted into shares of Common Stock
immediately prior to the close of business on the record date for the
determination of holders of Common Stock entitled to receive such dividend or
other distribution), the number of shares of Common Stock into which each share
of the 8% Preferred Stock is convertible shall be adjusted so that the holder
of each share thereof shall be entitled to receive, upon the conversion
thereof, the number of shares of Common Stock determined by multiplying (a) the
number of shares of Common Stock into which such share was convertible
immediately prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive such dividend or
distribution by (b) a fraction, the numerator of which shall be the Current
Market Price (as defined in paragraph (c) below) per share of Common Stock on
the record date fixed for the determination of holders of Common Stock entitled
to receive such dividend or distribution, and the denominator of which shall be
such Current Market Price per share of Common Stock less the fair value of such
dividend or distribution (as determined in good faith by the Board of Directors
of the Corporation, a certified resolution with respect to which shall be filed
with each transfer agent for the 8% Preferred Stock) payable in respect of one
share of Common Stock. An adjustment made pursuant to this subparagraph
(b)(iii) shall be made upon the opening of business on the next business day
following the date on which any such dividend or distribution is made and shall
be effective retroactively immediately after the close of business on the
record date fixed for the determination of holders of Common Stock entitled to
receive such dividend or distribution;

                  (c) The term "Current Market Price" shall mean, as applied to
any class of stock on any date, the average of the daily "Closing Prices" (as
hereinafter defined) for the 20 consecutive "Trading Days" (as hereinafter
defined) immediately prior to the date in question; provided, however, that in
the event that the Current Market Price per share of Common Stock is determined
during a period which includes the ex-dividend date for a dividend or
distribution by the Corporation on its Common Stock payable in shares of its
Common Stock or the record date for a stock split, reverse stock split,
recapitalization or similar corporate transaction, then, and in each such case,
the Current Market Price shall be appropriately adjusted to reflect the Current
Market Price per Common Stock equivalent. The term "Closing Price" on any day
shall mean the last sales price, regular way, per share of such stock on such
day, or, if no such sale takes place on such day, the average of the closing
bid and asked


                                      -11-

<PAGE>



prices, regular way, as reported in the principal consolidation transaction
reporting system with respect to securities listed or admitted to trading on
the New York Stock Exchange or, if shares of such stock are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidation transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
such stock are listed or admitted to trading, including for these purposes the
Nasdaq Stock Market National Market System, or, if the shares of such stock are
not listed or admitted to trading on any national securities exchange, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or other similar system then in use or, if such bid and ask
prices are not reported on any such system, the fair market value of a share of
Common Stock as determined in good faith by the Board of Directors of the
Corporation. The term "Trading Day" shall mean a day on which the principal
national securities exchange on which shares of such stock are listed or
admitted to trading is open for the transaction of business or, if the shares
of such stock are not listed or admitted to trading on any national securities
exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking
institutions in the Borough of Manhattan, City and State of New York, are not
authorized or obligated by law or executive order to close (a "Business Day")
and on which high bid and low asked prices are quoted by NASDAQ or, if shares
of such stock are not traded on NASDAQ, by such other similar system or if
shares of such stock are not traded on any such system, a Business Day;

                  (d) If any adjustment in the number of shares of Common Stock
into which each share of the 8% Preferred Stock may be converted required
pursuant to this Section 6.8 would result in an increase or decrease of less
than 1% in the number of shares of Common Stock into which each share of the 8%
Preferred Stock is then convertible, the amount of any such adjustment shall be
carried forward and adjustment with respect thereto shall be made at the time
of and together with any subsequent adjustment which, together with such amount
and any other amount or amounts so carried forward, shall aggregate at least 1%
of the number of shares of Common Stock into which each share of the 8%
Preferred Stock is then convertible. All calculations under this Section 6.8
shall be made to the nearest one-hundredth of a share;

                  (e) The Board of Directors may, but shall not be required to,
increase the number of shares of Common Stock into which each share of the 8%
Preferred Stock may be converted, in addition to the adjustments required by
Section 6.8(b), as shall be determined by it (as evidenced by a resolution of
the Board of Directors) to be advisable in order to avoid or diminish any
income deemed to be received by any holder of the Common Stock or 8% Preferred
Stock resulting from any dividend or distribution of stock or issuance of
rights or warrants to purchase or subscribe for stock or from any event treated
as such for federal income tax purposes;

                  (f) The holder of any shares of the 8% Preferred Stock
electing to make an Optional Conversion shall do so by surrendering for such
purpose to the Corporation, at its principal office or at such other office or
agency maintained by the Corporation for that


                                      -12-

<PAGE>



purpose, a certificate or certificates representing the shares of 8% Preferred
Stock to be converted accompanied by a written notice stating that such holder
elects to convert all or a specified whole number of such shares in accordance
with the provisions of this Section 6.8(f) and specifying the name or names in
which such holder wishes the certificate or certificates for shares of Common
Stock to be issued. In case such notice shall specify a name or names other
than that of such holder, such notice shall be accompanied by payment of all
transfer taxes payable upon the issuance of shares of Common Stock in such name
or names. As promptly as practicable, and in any event within five business
days after the surrender of such certificates and the receipt of such notice
relating thereto and, if applicable, payment of all transfer taxes, the
Corporation shall deliver or cause to be delivered (i) certificates
representing the number of validly issued, fully paid and nonassessable shares
Common Stock of the Corporation to which the holder of the 8% Preferred Stock
so converted shall be entitled and (ii) if less than the full number of shares
of the 8% Preferred Stock evidenced by the surrendered certificate or
certificates are being converted, a new certificate or certificates, of like
tenor, for the number of shares evidenced by such surrendered certificate or
certificates less the number of shares converted. Such conversions shall be
deemed to have been made at the close of business on the date of giving of such
notice and of such surrender of the certificate or certificates representing
the shares of the 8% Preferred Stock to be converted so that the rights of the
holder thereof shall cease except for the right to receive Common Stock of the
Corporation in accordance herewith, and the converting holder shall be treated
for all purposes as having become the record holder of such Common Stock of the
Corporation at such time;

                  (g) The Corporation shall have the right, from time to time,
on or after [THE DATE WHICH IS THE THIRD ANNIVERSARY OF THE CLOSING WILL BE
INSERTED], in its sole discretion, to convert shares of 8% Preferred Stock in
tranches having an aggregate Liquidation Preference of up to $50 million on
each occasion, into shares of Common Stock, as follows:

                  (i) If at any time on or after [THE DATE WHICH IS THE THIRD
ANNIVERSARY OF THE CLOSING WILL BE INSERTED] the Common Stock is (x) listed on
a national securities exchange or included for quotation on the National Market
System of the NASDAQ Stock Market and (y) the Closing Price of the Common Stock
on the National Market System of the NASDAQ Stock Market or on such national
securities exchange exceeds $11.55 per share (the "Test Amount") for each
Trading Day (as defined in paragraph (c) above) during a Testing Period (as
defined below), the Corporation shall have the right, in its sole discretion,
to convert issued and outstanding shares of 8% Preferred Stock into shares of
Common Stock, which conversion shall become effective as of a date no earlier
than ten (10) days and no later than forty (40) days following the end of the
relevant Testing Period, provided that the Corporation shall not have the right
to convert 8% Preferred Stock having an aggregate principal amount of more than
$50 million with respect to any single Testing Period. Any such conversion
compelled by the Corporation shall be referred to herein as a "Forced
Conversion." The Test Amount shall be appropriately adjusted in connection with
any stock split, stock dividend, reverse stock split, recapitalization or
similar corporate transaction.


                                      -13-

<PAGE>



                  (ii) The shares of each holder of 8% Preferred Stock shall be
converted on a pro rata basis on any Forced Conversion. The transfer agent
shall give holders of the 8% Preferred Stock written notice of the Forced
Conversion at least ten (10) days prior to the effective date thereof, which
notice shall specify (A) the effective date , (B) the Testing Period utilized,
(C) the Aggregate Liquidation Amount of the 8% Preferred Stock to be converted,
(D) the pro ration factor, if less than all outstanding shares of 8% Preferred
Stock are to be converted and (E) the number of shares of Common Stock into
which each share of 8% Preferred Stock shall be converted pursuant to the
Forced Conversion. Any period of ten (10) consecutive Trading Days that does
not precede or include a previously announced effective date of a Forced
Conversion shall be referred to herein as a "Testing Period."

                  (iii) Following a Forced Conversion, the holders of shares of
8% Preferred Stock shall have the right to receive certificates representing
the shares of Common Stock into which such shares of 8% Preferred Stock have
been converted by surrendering to the Corporation, at its principal office or
at such other office or agency maintained by the Corporation for that purpose,
a certificate or certificates representing the applicable shares of 8%
Preferred Stock. As promptly as practicable, and in any event within five
business days after the surrender of such certificates, the Corporation shall
deliver or cause to be delivered certificates representing the number of
validly issued, fully paid and nonassessable shares Common Stock of the
Corporation to which the holder of the 8% Preferred Stock so converted shall be
entitled. Upon a Forced Conversion, the rights of the holders of 8% Preferred
Stock shall cease except for the right to receive Common Stock of the
Corporation in accordance herewith, and the holder shall be treated for all
purposes as having become the record holder of such Common Stock of the
Corporation at such time;

                  (iv) Upon the Forced Conversion of the 8% Preferred Stock,
the holders thereof shall be entitled to receive payment of all accrued but
unpaid dividends, whether or not declared, plus, if the conversion date is not
a Quarterly Dividend Payment Date, an amount equal to the annual dividend per
share multiplied by a fraction, the numerator of which is the number of days
from the Quarterly Dividend Payment Date next preceding the date of conversion
to the conversion date and the denominator of which is 365 (the amount of such
unpaid dividends and the other amount being payable in such number of shares of
Common Stock which would be issuable upon conversion of shares of 8% Preferred
Stock having an aggregate Liquidation Preference equal to such amount) in
respect of the shares so converted, provided that if the conversion date is
after a Dividend Record Date and before the Quarterly Dividend Payment Date to
which that Dividend Record Date relates, the dividend otherwise payable on that
Quarterly Dividend Payment Date in respect of the shares so converted shall not
be paid by the Corporation.

                  (h) In connection with the conversion of any shares of the 8%
Preferred Stock, no fractions of shares of Common Stock shall be issued, but
the Corporation shall pay a cash adjustment in respect of such fractional
interest in an amount equal to the market value of such fractional interest. In
such event, the market value of a share of Common Stock of the


                                      -14-

<PAGE>



Corporation shall be the Closing Price of such shares on the last business day
on which such shares were traded immediately preceding the date upon which such
shares of 8% Preferred Stock are deemed to have been converted.

                  (i) The Corporation shall at all times reserve and keep
available out of its authorized Common Stock the full number of shares of
Common Stock of the Corporation issuable upon the conversion of all outstanding
shares of the 8% Preferred Stock.

                  6.9 Adjustments For Consolidation, Merger, etc. In case (A)
the Corporation shall consolidate with or merge into any other person and shall
not be the continuing or surviving corporation of such consolidation or merger,
(B) any other person shall consolidate with or merge into the Corporation and
the Corporation shall be the continuing or surviving person, but, in connection
with such consolidation or merger, the Common Stock shall be changed into or
exchanged for stock or other securities of any other person or cash or any
other property, or (C) the Corporation shall transfer all or substantially all
of its properties or its assets to any other person, then, and in each such
case, each outstanding share of 8% Preferred Stock shall, upon the effective
date of such event, be convertible into the number of shares of stock or other
securities or cash or other property which the holder would have owned after
giving effect to such event had such share been converted pursuant to Section
6.8 immediately prior to the occurrence of such event, plus any additional
shares of stock or other securities or cash or other property payable by the
terms of such event to the holders of shares 8% Preferred Stock.

                  6.10 Reports as to Adjustments. Whenever the number of shares
of Common Stock into which the shares of the 8% Preferred Stock are convertible
is adjusted as provided in Section 6.8, the Corporation shall (A) promptly
compute such adjustment and furnish to each transfer agent for the 8% Preferred
Stock a certificate, signed by a principal financial officer of the
Corporation, setting forth the number of shares of Common Stock, or the number
and kind of any other securities, into which each share of the 8% Preferred
Stock is convertible as a result of such adjustment, a brief statement of the
facts requiring such adjustment and the computation thereof and when such
adjustment will become effective and (B) promptly mail to the holders of record
of the outstanding shares of the 8% Preferred Stock a notice stating that the
number of shares into which the shares of 8% Preferred Stock are convertible
has been adjusted and setting forth the new number of shares into which each
share of the 8% Preferred Stock is convertible as a result of such adjustment
and when such adjustment will become effective and the basis for such
adjustment in appropriate detail.

                  6.11     Notices of Corporate Action.  In the event of:

                  (a) any taking by the Corporation of a record of the holders
of its Common Stock for the purpose of determining the holders thereof who are
entitled to receive any distribution or any right or warrant permitted to be
distributed or given to the holder of


                                      -15-

<PAGE>



Common Stock in accordance with this Article VI (other than a dividend payable
solely in shares of Common Stock).

                  (b) any capital reorganization, reclassification or
recapitalization of the Corporation (other than a subdivision or combination of
the outstanding shares of its Common Stock), any consolidation or merger
involving the Corporation and any other person (other than a consolidation or
merger with a wholly-owned subsidiary of the Corporation, provided that the
Corporation is the surviving or the continuing corporation and no change occurs
in the Common Stock), or any transfer of all or substantially all the assets of
the Corporation to any other person; or

                  (c) any voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;

then, and in each such case, the Corporation shall cause to be mailed to each
transfer agent for the shares of the 8% Preferred Stock and to the holders of
record of the outstanding shares of the 8% Preferred Stock, at least 20 days
(or 10 days in case of any event specified in clause (a) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (i)
the date or expected date on which any such record is to be taken for the
purpose of such dividend, distribution or right and the amount and character of
such dividend, distribution or right or (ii) the date or expected date on which
any such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding up is to take place and
the time, if any such time is to be fixed, as of which the holders of record of
Common Stock shall be entitled to exchange their shares of Common Stock for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding up. Such notice shall also state whether
such transaction will result in any adjustment in the number of shares of
Common Stock, or kind and number of any other securities, into which shares of
the 8% Preferred Stock are convertible and, if so, shall state the new number
of shares of Common Stock, or kind and number of any other securities, into
which each share of the 8% Preferred Stock shall be convertible upon such
adjustment and when such adjustment will become effective. The failure to give
any notice required by this Section 6.11, or any defect therein, shall not
affect the legality or validity of any such action requiring such notice.


                                  ARTICLE VII

                                 NOTE EXCHANGE

                  7.1 Right to Exchange 8% Preferred Stock for Subordinated
Notes. Subject to the terms and conditions set forth herein, the Corporation,
as note issuer (the "Note Issuer"), may, at its option, exchange all, but not
less than all, of the outstanding 8% Preferred Stock for subordinated notes
(the "Subordinated Notes") of the Note Issuer (the "Note


                                      -16-

<PAGE>



Exchange"). Pursuant to the Note Exchange, each share of 8% Preferred Stock
shall be exchanged for a Subordinated Note in an aggregate principal amount
equal to the sum of (i) the liquidation preference of the 8% Preferred Stock to
be exchanged, as set forth in Article VI hereof, and (ii) any accrued and
unpaid dividends on such 8% Preferred Stock.

                  7.2 Terms of the Subordinated Notes.

                  (a) The Subordinated Notes shall be issued under an indenture
substantially in the form attached hereto as Exhibit A (the "Indenture"). The
holders of the Subordinated Notes shall be deemed to be stockholders, and the
Subordinated Notes shall be deemed to be shares of stock, for the purpose of
any provision of the Delaware General Corporation Law or this Restated
Certificate of Incorporation, which requires the vote of stockholders as a
prerequisite to any corporate action. The holders of the Subordinated Notes
shall have the voting rights set forth in Section 2.05 of the Indenture, which
terms are incorporated herein by reference.

                  (b) The annual rate of interest on the Subordinated Notes
shall be 8%, payable in the manner set forth in the form of Subordinated Note
included as Exhibit 1 to the Indenture from and after the Dividend Payment Date
next preceding the Note Exchange Date (as hereafter defined) or if the Note
Exchange Date is a Dividend Payment Date, from such date. The principal amount
of the Subordinated Notes shall be equal to the sum of (i) the liquidation
preference of the 8% Preferred Stock to be exchanged, as set forth in Article
VI hereof, and (ii) any accrued and unpaid dividends on such 8% Preferred
Stock. The Notes shall mature on [THE DATE WHICH IS THE THIRTEENTH ANNIVERSARY
OF THE CLOSING WILL BE INSERTED]

                  7.3 Manner of Exchange.

                  (a) The Note Issuer may elect to consummate the Note Exchange
at any time. The Note Issuer shall elect to consummate the Note Exchange by
mailing to each holder of record of the 8% Preferred Stock (a "Holder") a
notice of exchange (the "Note Exchange Notice") at such Holder's address as it
appears on the books of the Corporation. The Note Exchange Notice shall specify
(x) a date not less than 30 days nor more than 60 days following the date of
the Note Exchange Notice on which the Note Exchange is to be consummated (the
"Note Exchange Date"), (y) the procedures for exchanging certificates
representing 8% Preferred Stock for certificates representing Subordinated
Notes and (z) the number of shares of 8% Preferred Stock to be exchanged and,
if applicable, each Holder's pro rata portion of shares to be exchanged.

                  (b) As of 5:00 p.m., New York City time, on the Note Exchange
Date, the 8% Preferred Stock shall no longer be deemed to be outstanding and
shall be retired and all rights with respect to such shares, including, without
limitation, the rights, if any, to receive dividends and to receive notices and
to vote or consent (except for the right of the Holders to


                                      -17-

<PAGE>



receive the Subordinated Notes to which such Holder is entitled pursuant to the
Note Exchange) shall forthwith cease.

                  (c) Upon the exchange of shares of 8% Preferred Stock into
Subordinated Notes, as provided herein, the Note Issuer will pay any
documentary, stamp or similar issue or transfer taxes which may be due with
respect to the transfer and exchange of such exchanged shares, if any;
provided, however, that if the Subordinated Notes into which the shares of 8%
Preferred Stock are exchangeable are to be issued in the name of any person
other than the Holder of the shares of 8% Preferred Stock, the amount of any
transfer taxes (whether imposed on the Note Issuer, the holder or such other
person) payable on account of the transfer to such person will be payable by
the Holder.

                  7.4 Selection of Indenture Trustee. Prior to the Note
Exchange Date, the Corporation shall appoint the person or entity to serve as
trustee under the Indenture (the "Indenture Trustee"). The Indenture Trustee
shall satisfy the requirements of Section 310(a)(1) of the Trust Indenture Act
of 1939, as amended, and shall have a combined capital and surplus of at least
$100 million as set forth in its most recent published annual report of
condition.

                  7.5 Conditions to Note Exchange.

                  (a) It will be a condition to the Note Exchange that: (i) the
Subordinated Notes have been registered under the Securities Act of 1933,
unless an exemption from registration is available, (ii) the Indenture pursuant
to which the Subordinated Notes are to be issued has been executed and
delivered by the Note Issuer and the Indenture Trustee, (iii) the Indenture
Trustee, for the third party benefit of each holder of shares of 8% Preferred
Stock on the Note Exchange Date, shall have received an opinion from outside
counsel with a national reputation in corporate and securities and tax law
matters (which may be Battle Fowler LLP) to the effect that the Subordinated
Notes will, when issued in accordance with the terms of the Indenture, be
legal, valid, binding and enforceable obligations of the Note Issuer and that
each holder of shares of 8% Preferred Stock will not recognize income, for
federal income tax purposes, in excess of (a) the principal amount of the
Subordinated Notes to be issued to each such holder minus (b) the sum of the
amount paid by the initial holder for the shares of 8% Preferred Stock
exchanged therefor and the amount, if any, of taxable income previously
recognized by such holder and successors due to its ownership of the 8%
Preferred Stock exchanged therefor other than with respect to cash dividends,
(iv) immediately after the Note Exchange, no default or event of default will
exist under the Indenture, (v) the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended, and (vi) the Subordinated Notes shall have
been listed on a national securities exchange or on the National Market System
of the NASDAQ stock market.

                  (b) The Note Exchange shall comply with all applicable
federal and state securities and blue sky laws and, subject to Section 9.2, the
provisions of this Article VII may


                                      -18-

<PAGE>



be modified by the Note Issuer without the approval of the holders of the 8%
Preferred Stock in order to effect such compliance.

                  (c) The Note Issuer may take any action necessary, including
without limitation, amending or modifying the Indenture prior to the Note
Exchange, in order to qualify the Indenture under the Trust Indenture Act of
1939, as amended, and as in effect from time to time.


                                  ARTICLE VIII

                         MANAGEMENT OF THE CORPORATION

                  8.1 Except as otherwise provided herein, the business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors.

                  8.2 The Board of Directors shall have the power to adopt,
amend, and repeal the By-Laws of the Corporation.

                  8.3 The stockholders and directors shall have the power, if
the By-Laws so provide, to hold their respective meetings within or without the
State of Delaware and may (except as otherwise required by law) keep the
Corporation's books outside the State of Delaware, at such places as from time
to time may be designated by the By-Laws or the Board of Directors.

                  8.4 Election of directors need not be by written ballot
unless the By-laws so provide.

                  8.5 In addition to the powers and authority hereinbefore
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the GCL, this
Certificate of Incorporation, and the By-Laws; provided, however, that no
By-Laws hereafter adopted shall invalidate any prior act of the directors which
would have been valid if such By-Laws had not been adopted.


                                   ARTICLE IX

                                   AMENDMENTS

                  9.1 The Corporation reserves the right to amend or repeal any
provisions contained in this Certificate of Incorporation from time to time and
at any time in the manner now or hereafter prescribed in this Certificate of
Incorporation or the By-Laws or required by


                                      -19-

<PAGE>



the laws of the State of Delaware, and all rights herein conferred upon
stockholders are granted subject to such reservation.

                  9.2 So long as any shares of the 8% Preferred Stock are
outstanding, without the affirmative vote or consent of holders of at least
two-thirds of the outstanding shares of the 8% Preferred Stock voting or
consenting separately as one class, no amendment may be made to (i) Article VI
of this Certificate of Incorporation which would increase or decrease the
aggregate number of authorized shares of the 8% Preferred Stock, increase or
decrease the par value of the shares of such class, make any change that
adversely affects the conversion or voting rights of the 8% Preferred Stock or
alter or change any other powers, preferences, or special rights of the shares
of such class so as to affect them adversely, (ii) Article VII hereof which
would adversely affect the rights of holders of 8% Preferred Stock or of
Subordinated Notes, (iii) the Indenture which is attached hereto as Exhibit A
which would adversely affect the rights of holders of Subordinated Notes or,
(iv) this Section 9.2; provided, however, as long as any shares of 8% Preferred
Stock are outstanding, without the unanimous vote or consent of holders of the
outstanding 8% Preferred Stock voting or consenting separately as one class, no
amendment may be made to (i) reduce the rate of or change the time of payment
of dividends on the 8% Preferred Stock, (ii) change the form of payment of any
amounts payable in respect of the 8% Preferred Stock, (iii) reduce the
Liquidation Preference of the 8% Preferred Stock, (iv) change the redemption
date, or reduce the redemption price, specified in Section 6.5(a) for the 8%
Preferred Stock, or (v) adversely effect the right to convert the 8% Preferred
Stock into shares of Common Stock as provided in Section 6.8.


                                   ARTICLE X

                      LIMITATION OF LIABILITY OF DIRECTORS

                  No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, that the foregoing clause shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. For
purposes of the prior sentence, the term "damages" shall, to the extent
permitted by law, include without limitation, any judgment, fine, amount paid
in settlement, penalty, punitive damages, excise or other tax assessed with
respect to an employee benefit plan, or expense of any nature (including,
without limitation, counsel fees and disbursements). Each person who serves as
a director of the Corporation while this Article X is in effect shall be deemed
to be doing so in reliance on the provisions of this Article X. Any repeal or
modification of this Article X shall not adversely affect any right or
protection of a director existing prior to such repeal or modification. The
provisions of this Article X are cumulative and shall be in addition to and
independent of any and all other limitations on or


                                      -20-

<PAGE>


eliminations of the liabilities of directors of the Corporation, as such,
whether such limitations or eliminations arise under or are created by any law,
rule, regulation, by-law, agreement, vote of stockholders or directors, or
otherwise.

                                   ARTICLE XI

                                  ISSUANCE OF
                          NONVOTING EQUITY SECURITIES

         The Corporation will not issue nonvoting equity securities to
the extent prohibited by Section 1123 of the United States Bankruptcy Code;
provided, however, that this Article XI (a) will have no further force and
effect beyond that required under Section 1123 of the United States Bankruptcy
Code, (b) will have such force and effect, if any, only for so long as such
Section 1123 is in effect and applicable to the Corporation, and (c) in all
events may be amended or eliminated in accordance with applicable law as from
time to time in effect.

                  IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be duly executed and acknowledged, this ____
day of _______________, 1998.

                                    Toy Biz, Inc.

                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:  President and Chief Executive
                                               Officer



                                      -21-



<PAGE>


                              FORM OF INDENTURE(1)

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


                                TOY BIZ, INC.(2)


                 8% Convertible Subordinated Voting Debentures
                                   due 2011


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

                                   INDENTURE

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


                           Dated as of [         ]


                               [              ]

                                    Trustee

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












--------
1    Form of Indenture for Subordinated Notes to be issued in the event of an
     exchange of the 8% Cumulative Convertible Preferred Stock (the "8%
     Preferred Stock") of Toy Biz, Inc.

2    Or the successor entity, the "Note Issuer" as defined in the Restated
     Certificate of Incorporation of the Corporation.

<PAGE>


<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                                                                                                               Page

                                   ARTICLE I
<S>                                                                                                            <C>
DEFINITIONS AND INCORPORATION BY REFERENCE........................................................................1

Section 1.01  Definitions.........................................................................................1
Section 1.02  Other Definitions...................................................................................5
Section 1.03  Incorporation by Reference of Trust Indenture Act...................................................5
Section 1.04  Rules of Construction...............................................................................5

                                  ARTICLE II

THE SECURITIES....................................................................................................6

Section 2.01  Form and Dating.....................................................................................6
Section 2.02  Execution and Authentication........................................................................6
Section 2.03  Registrar and Paying Agent..........................................................................7
Section 2.04  Payment by the Corporation to the Trustee; Paying Agent to Hold Money in
Trust.............................................................................................................7
Section 2.05  Voting Rights of Securityholders....................................................................7
Section 2.06  Conversion Into Common Stock........................................................................8
Section 2.07  Adjustments For Consolidation, Merger, etc.........................................................14
Section 2.08  Reports as to Adjustments..........................................................................14
Section 2.09  Notices of Corporate Action........................................................................15
Section 2.10  Securityholder Lists...............................................................................16
Section 2.11  Transfer and Exchange..............................................................................16
Section 2.12  Replacement Securities.............................................................................16
Section 2.13  Outstanding Securities.............................................................................17
Section 2.14  Treasury Securities................................................................................17
Section 2.15  Temporary Securities...............................................................................17
Section 2.16  Cancellation.......................................................................................17
Section 2.17  Certain Limitations on Securities..................................................................18

                                  ARTICLE III

COVENANTS........................................................................................................18

Section 3.01  Payment of Securities..............................................................................18
Section 3.02  Dividends, Etc.....................................................................................18
Section 3.03  Reports by Corporation.............................................................................19
Section 3.04  Money for Security Payments to Be Held in Trust....................................................19


                                      -i-

<PAGE>


                                                                                                               Page

Section 3.05  Compliance Certificate.............................................................................20
Section 3.06  Authorization of Common Stock......................................................................20
Section 3.07  Certain Restrictions...............................................................................20

                                  ARTICLE IV

SUCCESSORS.......................................................................................................21

Section 4.01  When Corporation May Merge, etc....................................................................21
Section 4.02  Successor Substituted..............................................................................21

                                   ARTICLE V

DEFAULTS AND REMEDIES............................................................................................22

Section 5.01  Events of Default..................................................................................22
Section 5.02  Acceleration; Limitations on Acceleration..........................................................22
Section 5.03  Other Remedies.....................................................................................23
Section 5.04  Waiver of Default..................................................................................23
Section 5.05  Control by Majority................................................................................23
Section 5.06  Limitation on Suits................................................................................23
Section 5.07  Rights of Holders to Receive Payment...............................................................24
Section 5.08  Collection Suit by Trustee.........................................................................24
Section 5.09  Trustee May File Proofs of Claim...................................................................24
Section 5.10  Priorities.........................................................................................24
Section 5.11  Undertaking for Costs..............................................................................25

                                  ARTICLE VI

TRUSTEE..........................................................................................................25

Section 6.01  Duties of Trustee..................................................................................25
Section 6.02  Rights of Trustee..................................................................................26
Section 6.03  Individual Rights of Trustee.......................................................................26
Section 6.04  Disclaimer.........................................................................................26
Section 6.05  Notice of Defaults.................................................................................27
Section 6.06  Reports by Trustee to Holders......................................................................27
Section 6.07  Compensation and Indemnity.........................................................................27
Section 6.08  Replacement of Trustee.............................................................................28
Section 6.09  Successor Trustee by Merger........................................................................28
Section 6.10  Eligibility; Disqualification......................................................................29


                                     -ii-

<PAGE>


                                                                                                               Page

Section 6.11  Preferential Collection of Claims Against Corporation..............................................29

                                  ARTICLE VII

SATISFACTION AND DISCHARGE.......................................................................................29

Section 7.01  Satisfaction and Discharge of Indenture............................................................29
Section 7.02  Application of Trust Money.........................................................................30
Section 7.03  Repayment to Corporation...........................................................................30

                                 ARTICLE VIII

AMENDMENTS.......................................................................................................30

Section 8.01  Without Consent of Holders.........................................................................30
Section 8.02  With Consent of Holders............................................................................31
Section 8.03  Reserved...........................................................................................31
Section 8.04  Revocation and Effect of Consents..................................................................31
Section 8.05  Notation on or Exchange of Securities..............................................................32
Section 8.06  Trustee Protected..................................................................................32
Section 8.07  Rights of Holders to Receive Payment...............................................................32

                                  ARTICLE IX

SUBORDINATION....................................................................................................32

Section 9.01  Agreement to Subordinate...........................................................................32
Section 9.02  Subordination......................................................................................32
Section 9.03  Notice to Trustee of Specified Events; Reliance on Certificate of Custodian........................34
Section 9.04  Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice............................34
Section 9.05  Absolute Obligation to Pay.........................................................................35
Section 9.06  Trustee's Rights as Holder of Senior Debt..........................................................35
Section 9.07  No Implied Obligations to Holders of Senior Debt...................................................35
Section 9.08  Enforceability of Subordination....................................................................35
Section 9.09  Trustee Authorized to Effectuate Subordination.....................................................36




                                     -iii-

<PAGE>


                                                                                                               Page


                                   ARTICLE X

REDEMPTION.......................................................................................................36

Section 10.01  Optional Redemption; Notice of Redemption.........................................................36
Section 10.02  Notice of Redemption..............................................................................36
Section 10.03  Effect of Notice of Redemption....................................................................36
Section 10.04  Deposit of the Redemption Price...................................................................37

                                  ARTICLE XI

MISCELLANEOUS....................................................................................................37

Section 11.01  Trust Indenture Act Controls......................................................................37
Section 11.02  Notices...........................................................................................37
Section 11.03  Communication by Holders with Other Holders.......................................................38
Section 11.04  Certificate and Opinion as to Conditions Present..................................................39
Section 11.05  Statements Required in Certificate or Opinion.....................................................39
Section 11.06  Rules by Trustee and Agents.......................................................................39
Section 11.07  Legal Holidays....................................................................................39
Section 11.08  No Recourse Against Others........................................................................39
Section 11.09  Duplicate Originals...............................................................................40
Section 11.10  Governing Law.....................................................................................40
Section 11.11  No Adverse Interpretation of Other Agreements.....................................................40
Section 11.12  Successors........................................................................................40
Section 11.13  Severability......................................................................................40
Section 11.14  Table of Contents, Headings, etc..................................................................40
</TABLE>





                                     -iv-

<PAGE>

         INDENTURE dated as of [_________________] between Toy Biz, Inc., a
Delaware corporation, and [______________________], a [_______________]
corporation, as trustee.

         Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the 8% Convertible
Subordinated Capital Debentures due __________, 2011.


                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01  Definitions.

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purpose of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Agent" means any Registrar, Paying Agent or co-Registrar.

         "Board of Directors" means the Board of Directors of the Corporation
or any authorized committee of such Board.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the city in which
the Corporate Trust Office is located are authorized or obligated by law or
executive order to close.

         "Commission" means the Securities and Exchange Commission, and its
successors.

         "Common Stock" means the Corporation's common stock, par value $.01
per share.

         "Consolidated Tangible Capital" of any Person means, at any date, the
total amount of non-redeemable preferred stock and common shareholders' equity
(excluding amounts attributable to securities which are exchangeable for or
convertible into securities other than non-redeemable preferred stock or
common stock and any amounts attributable to shares issued pursuant to an
acquisition by such Person) which would appear on a consolidated statement of
financial condition of such Person as at such date prepared in accordance with
generally accepted accounting principles, less all intangible assets appearing
thereon.


<PAGE>



         "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which on the date hereof is
[______________________].

         "Corporation" means Toy Biz, Inc. or its successor "Note Issuer",
provided that any such successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter, "Corporation" shall
mean each successor Person, and any other obligor upon the Securities.

         "Default" means an event or condition the occurrence of which would,
with the lapse of time or the giving of notice or both, become an Event of
Default.

         "8% Preferred Stock" means the 8% Cumulative Convertible Preferred
Stock of the Corporation.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and as in effect from time to time.

         "Holder" or "Securityholder" means a Person in whose name a Security
is registered in the register of the Securities kept by the Registrar.

         "Indebtedness" means, with respect to any Person, at any date, (i)
all indebtedness, obligations or other liabilities for borrowed money, whether
matured or unmatured, liquidated or unliquidated, direct or contingent, joint
or several, and whether now existing or hereafter created; (ii) all
indebtedness secured by any mortgage, lien, pledge, charge or encumbrance upon
Property owned by such Person; (iii) all indebtedness, obligations or
liabilities of others of the type described in the preceding clauses (i) and
(ii) which the Corporation has guaranteed or is in any other way liable for;
and (iv) all amendments, renewals, extensions or refundings of any such
indebtedness, obligation or liability; (v) all obligations to pay rent or
other amounts under any lease of (or other arrangement conveying the right to
use) Property which obligation is required to be classified and accounted for
as a capital lease on a balance sheet prepared in accordance with generally
accepted accounting principles; (vi) all payment obligations with respect to
interest rate or currency protection agreements; (vii) all obligations as an
account party under any letter of credit or in respect of bankers' acceptance;
and (viii) all obligations of any third party secured by Property (regardless
of whether or not the Note Issuer is liable for repayment of such
obligations).

         "Indenture" means this instrument as amended from time to time by one
or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereto.

         "Interest Payment Due" means the date specified in the Securities as
the fixed date on which interest is due and payable.


                                      -2-
<PAGE>



         "Officer" means the Chairman of the Board of Directors, the
President, any Vice President, the Treasurer, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Corporation.

         "Officers' Certificate" means a certificate signed by (i) the
Chairman or Vice Chairman of the Board of Directors, President or any Vice
President and (ii) the Treasurer, Secretary or any Assistant Treasurer or any
Assistant Secretary of the Corporation and delivered to the Trustee by the
terms of this Indenture; provided that, in the event an Officer of the
Corporation holds a position set forth in (i) or (ii) above, such Officer may
sign an Officer's Certificate only in his capacity as an Officer under either
clause (i) or (ii), but not both.

         "Opinion of Counsel" means a written opinion from legal counsel,
which opinion and legal counsel are acceptable to the Trustee. The counsel may
be an employee of or counsel to the Corporation.

         "Order of the Corporation" means a written order signed in the name
of the Corporation by its President or any Vice President and by its
Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the
Corporation and delivered to the Trustee.

         "Person" means an individual, partnership, corporation or
unincorporated organization, and a government or agency or political
subdivision thereof.

         "Principal" means principal amount of a debt security plus the
premium, if any, on the security.

         "Primary Indebtedness" means Indebtedness other than Indebtedness
Ranking on Parity with the Securities or Ranking Junior to the Securities.

         "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

         "Ranking Junior to the Securities" means, as respects any obligation
of the Corporation, an obligation that by express provisions in the instrument
creating, evidencing or governing such obligation (i) is specifically
designated as ranking junior to the Securities, (ii) ranks junior to and not
equally with or prior to the Securities (or to the Securities and any other
obligations of the Corporation ranking on a parity with the Securities) in
right of payment upon the happening of a Specified Event, as defined in
Section 9.02, and (iii) is also made junior and subordinate in right of
payment to other obligations of the Corporation to at least the same extent as
the Securities are made junior and subordinate thereto by the provisions of
Section 9.02.

         "Ranking on a Parity with the Securities" means, with respect to any
obligation of the Corporation, an obligation that by express provisions in the
instrument creating, evidencing or


                                      -3-

<PAGE>



governing such obligation (i) is specifically designated as ranking on a
parity with the Securities, (ii) ranks equally with and not prior to the
Securities in right of payment upon the happening of a Specified Event and
(iii) is also made junior and subordinate in right of payment to other
obligations of the Corporation to the same extent as the Securities are made
junior and subordinate thereto by the provisions of Section 9.02.

         "Record Date" means the 15th day (whether or not a Business Day) of
the month preceding the month in which an Interest Payment Date occurs.

         "Redemption Date" means, when used with respect to any Security to be
redeemed, the date fixed for such redemption pursuant to this Indenture and
the Security.

         "Redemption Price" means, when used with respect to any Security to
be redeemed, the price fixed for such redemption pursuant to this Indenture
and the Security as set forth in Section 10.01.

         "Securities" means the "8% Convertible Subordinated Voting Debentures
due __________, 2011" described above and issued under this Indenture.

         "Senior Debt" means principal of and premium, if any, and interest on
all indebtedness and obligations of, and claims against, the Corporation
(other those of the holders of 8% Preferred Stock or any other equity
interests of the Corporation) including, without limitation, commercial paper,
repurchase agreements, trade debt, secured Indebtedness and the Corporation's
other obligations to its general and secured creditors, whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed by the
Corporation (and all renewals, extensions or refundings thereof); provided,
however, that "Senior Debt" shall not include the Securities, any Indebtedness
Ranking on a Parity with the Securities or any Indebtedness Ranking Junior to
the Securities.

         "Subsidiary" means any corporation of which the Corporation owns,
directly or indirectly, more than 50% of the Voting Stock.

         "TIA" means the Trust Indenture Act of 1939, as amended, and as in
effect from time to time.

         "Trustee" means the party named as such in this indenture until a
successor replaces it and thereafter means such successor.

         "Trust Officer" means any officer within the Corporate Trust Office
(or any successor group) of the Trustee, including any Vice President, any
Assistant Vice President, any Assistant Secretary or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a


                                      -4-

<PAGE>



particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of or familiarity with the particular
subject.

         "Voting Stock" means securities of any class or classes of a
corporation the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for corporate directors (or Persons performing
similar functions).

         Section 1.02  Other Definitions.


         Term                                                   Defined in

"Blockage Period"...............................................Section 9.02(b)
"Default Notice"................................................Section 9.02(b)
"Event of Default"..............................................Section 5.01
"Legal Holiday".................................................Section 11.07
"Paying Agent"..................................................Section 2.03
"Registrar".....................................................Section 2.03
"Specified Event"...............................................Section 9.02(a)

         Section 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture, whether or not
this Indenture is qualified under the TIA.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Securities;

         "indenture security holder" means a Securityholder;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the securities means the Corporation.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by rule of the
Commission under the TIA have the meanings assigned to them thereby.

         Section 1.04 Rules of Construction. Unless the context otherwise
requires: (i) a term has the meaning assigned to it; (ii) an accounting term
not otherwise defined has the meaning assigned to it in accordance with
generally accepted accounting principles in effect in the United States at the
date of such computation; (iii) "or" is always used inclusively (for


                                      -5-
<PAGE>



example, the phrase "A" or "B" means "A or B or both," not "either A or B, but
not both"); (iv) words in the singular include the plural, and in the plural
include the singular; (v) provisions apply to successive events and
transactions; and unless specifically stated, the words "herein," "hereof,"
"hereto" and "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.


                                  ARTICLE II

                                THE SECURITIES

         Section 2.01 Form and Dating. The Securities and Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security
shall be dated the date of its authentication.

         Section 2.02 Execution and Authentication. The Securities shall be
executed on behalf of the Corporation by its Chairman of the Board, its
President or one of its Vice Presidents under its corporate seal and attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Securities may be actual or facsimile.

         If an officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.

         A Security shall not be valid until authenticated by the manual
signature of the Trustee. Such manual signature of the Trustee shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall authenticate Securities for original issue up to
the aggregate principal amount stated in paragraph 5 of the Securities upon an
Order of the Corporation. The aggregate principal amount of Securities
outstanding at any time may not exceed the amount as stated in paragraph 5 of
the Securities except as provided in Section 2.12.

         The Trustee may appoint an authenticating agent acceptable to the
Corporation to authenticate Securities, which authenticating agent shall be
compensated by the Corporation. An authenticating agent may authenticate
Securities whenever the Trustee may do so, other than the authentication of
Securities issued upon original issue or pursuant to Section 2.12. Except as
provided in the previous sentence, each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the
Corporation or an Affiliate.



                                      -6-

<PAGE>



         Section 2.03 Registrar and Paying Agent. The Corporation shall
maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar") and an office or agency
where Securities may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange.
The Corporation may appoint one or more additional Paying Agents. The term
"Paying Agent" includes any additional Paying Agent. The Corporation or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Corporation shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Corporation shall
give prompt written notice to the Trustee of the name and address of any such
Agent and any change in the address of such Agent. If the Corporation fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such.

         The Corporation initially appoints the Trustee as Registrar and
Paying Agent.

         Section 2.04 Payment by the Corporation to the Trustee; Paying Agent
to Hold Money in Trust. On each due date for the payment of principal of, or
interest on, any of the Securities, the Corporation shall deposit with the
Trustee or Paying Agent, as the case may be, in immediately available funds a
sum sufficient to pay the principal or interest so becoming due.

         The Corporation will require each Paying Agent other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the
         principal of or interest on the Securities in trust for the benefit
         of the Persons entitled thereto until such sums shall be paid to such
         Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the
         Corporation (or any other obligor upon the Securities) in the making
         of any payment of principal or interest; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

         Section 2.05 Voting Rights of Securityholders. Holders of Securities
shall have the following voting rights:

                  (a) Except as otherwise provided herein, each Holder shall
         be entitled to such number of votes for each Security held by him on
         all matters submitted to a vote of


                                      -7-
<PAGE>



         holders of Common Stock as shall be equal to the largest number of
         whole shares of Common Stock into which all of such Holder's
         Securities are then convertible.

                  (b) Except as otherwise provided herein or by law, the
         Holders and the holders of Common Stock shall vote together as one
         class on all matters submitted to a vote of the Corporation's
         stockholders.

                  (c) The Corporation shall not (A) consolidate with or merge
         into any other person in any transaction in which the Corporation is
         not the continuing or surviving corporation, (B) permit any other
         person to consolidate with or merge into the Corporation in any
         transaction in which the Corporation is the continuing or surviving
         person, but the Common Stock is changed into or exchanged for stock
         or other securities of any other person or cash or any other
         property, or (C) transfer all or substantially all of its properties
         or assets to any other person, unless such transaction is approved by
         Holders of at least two-thirds in principal amount of the outstanding
         Securities, voting together as a separate class, except that, in the
         case of a merger, consolidation or transfer to be consummated prior
         to [THE DATE WHICH IS THE THIRD ANNIVERSARY OF THE CLOSING WILL BE
         INSERTED] such approval shall not be required if each of the
         following conditions are satisfied with respect to such merger,
         consolidation, sale or transfer: (i) the holders of Common Stock will
         receive consideration equal to at least $9.625 per share of Common
         Stock, and (ii) the Holders will receive (x) the same consideration
         such holders would have received had such Holders converted their
         Securities to Common Stock immediately prior to consummation of the
         merger, consolidation, sale or transfer, plus (y) an amount equal to
         the present value of the amount of interest such Holders would have
         been entitled to receive on their Securities if such Securities
         remained outstanding until [THE DATE WHICH IS THE THIRD ANNIVERSARY
         OF THE CLOSING WILL BE INSERTED], discounted at a discount rate of
         10% per annum, compounded quarterly.

         Section 2.06 Conversion Into Common Stock. A Security may be
converted (an "Optional Conversion") at any time, at the option of a Holder,
into shares of Common Stock, on the terms and conditions set forth below in
this Section 2.06.

                  (a) Subject to the provisions for adjustment hereinafter set
         forth, each one thousand dollars ($1,000) in principal amount of
         Securities shall be convertible in the manner hereinafter set forth,
         into the number of fully paid and non-assessable shares of Common
         Stock obtained by multiplying [THE NUMBER OF SHARES OF COMMON STOCK
         INTO WHICH EACH SHARE OF 8% PREFERRED STOCK IS CONVERTIBLE ON THE
         DATE OF THE EXCHANGE OF 8% PREFERRED STOCK INTO SECURITIES] by a
         fraction, the numerator of which is one thousand (1,000) and the
         denominator of which is [THE LIQUIDATION PREFERENCE OF EACH SHARE OF
         8% PREFERRED STOCK ON THE DATE OF THE EXCHANGE]. Upon conversion of a
         Security, a Holder shall be entitled to receive all


                                      -8-

<PAGE>



         accrued and unpaid interest up to the date of conversion of such
         Securities (the amount of any such unpaid interest being payable in
         such number of shares of Common Stock which would be issuable upon
         conversion of Securities having an aggregate principal amount equal
         to such amount), provided that if the conversion date is after the
         Record Date and before the Interest Payment Date to which that Record
         Date relates, the interest payment otherwise payable on that Interest
         Payment Date in respect of such Securities shall not be paid by the
         Corporation.

                  (b) The number of shares of Common Stock into which a
         Security is convertible shall be adjusted from time to time as
         follows:

                        (i) In case the Corporation shall at any time or from
         time to time declare or pay any dividend on Common Stock payable in
         Common Stock or effect a subdivision of the outstanding shares of its
         Common Stock into a greater number of shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in Common
         Stock), or combine or consolidate the outstanding shares of Common
         Stock into a lesser number of shares of Common Stock, by
         reclassification or otherwise, or the Corporation shall otherwise
         effect a capital reorganization or reclassification of the Common
         Stock permitted by the Corporation's Restated Certificate of
         Incorporation, as amended, then, and in each such case, the number of
         shares of Common Stock into which a Security is convertible shall be
         adjusted so that the Holder shall be entitled to receive, upon the
         conversion thereof, the number of shares of Common Stock or number
         and kind of other securities which a Holder would have owned after
         giving effect to such event had such Security been converted
         immediately prior to the occurrence of such event. An adjustment made
         pursuant to this subparagraph (b) shall become effective in the case
         of any such dividend, immediately after the close of business on the
         record date for the determination of holders of Common Stock entitled
         to receive such dividend, and otherwise at the close of business on
         the day immediately prior to the day upon which such corporate action
         becomes effective;

                       (ii) In case the Corporation at any time or from time
         to time shall issue rights or warrants to all holders of shares of
         Common Stock entitling them (for a period expiring within 45 calendar
         days after the date of issuance) to subscribe for or purchase shares
         of Common Stock at a price per share (or having a conversion price
         per share) less than the Current Market Price (as defined in
         paragraph (c) below) per share of Common Stock on the record date
         fixed for the determination of shareholders entitled to receive such
         right or warrant, then, and in each such case (unless Holders shall
         be permitted to subscribe for or purchase shares of Common Stock on
         the same basis as though the Securities had been converted into
         shares of Common Stock immediately prior to the close of business on
         such record date), the number of shares of Common Stock into which
         each Security is convertible shall be adjusted so that a Holder
         thereof shall be entitled to receive, upon the conversion thereof,
         the number of shares of


                                      -9-
<PAGE>



         Common Stock determined by multiplying (a) the number of shares of
         Common Stock into which such Security was convertible immediately
         prior to such event by (b) a fraction, the numerator of which shall
         be the sum of (I) the number of shares of Common Stock outstanding on
         such record date plus (II) the number of additional shares of Common
         Stock offered for subscription or purchase, and the denominator of
         which shall be the sum of (x) the number of shares of Common Stock
         outstanding on such record date plus (y) the number of shares of
         Common Stock which the aggregate consideration receivable by the
         Corporation for the total number of shares of Common Stock so offered
         would purchase at such Current Market Price on such record date. For
         purposes of this subparagraph (b)(ii), the aggregate consideration
         receivable by the Corporation in connection with the issuance of
         rights of warrants to subscribe for or purchase securities
         convertible into Common Stock shall be deemed to be equal to the sum
         of the aggregate offering price of such securities plus the minimum
         aggregate amount, if any, payable upon conversion of such securities
         into shares of Common Stock. An adjustment made pursuant to this
         subparagraph (b)(ii), shall be made upon the issuance of any such
         rights or warrants and shall be effective retroactively immediately
         after the close of business on the record date fixed for the
         determination of shareholders entitled to receive such rights or
         warrants. For purposes of this subparagraph (b)(ii) the granting of
         the right to purchase Common Stock (whether treasury shares or newly
         issued shares) pursuant to any plan providing for the reinvestment of
         dividends or interest payable on securities of the Corporation, and
         the investment of additional optional amounts, in shares of Common
         Stock, in any such case at a price per share of not less than 95% of
         the current market price (determined as provided in such plans) per
         share of Common Stock, shall not be deemed to constitute an issue of
         rights or warrants by the Corporation within the meaning of this
         subparagraph (b)(ii); and

                      (iii) In case the Corporation at any time or from time
         to time shall declare, order, pay or make a distribution of any kind
         or nature whatsoever which is permitted to be made pursuant to this
         Indenture on its Common Stock, other than a dividend payable in
         shares of Common Stock or rights or warrants to subscribe for shares
         of Common Stock covered under 2.06(b) (ii) herein, then, and in each
         such case (unless the Holders shall receive any such dividend or
         other distribution on the same basis as though the Securities had
         been converted into shares of Common Stock immediately prior to the
         close of business on the record date for the determination of holders
         of Common Stock entitled to receive such dividend or other
         distribution), the number of shares of Common Stock into which each
         Security is convertible shall be adjusted so that the Holder of each
         Security shall be entitled to receive, upon the conversion thereof,
         the number of shares of Common Stock determined by multiplying (a)
         the number of shares of Common Stock into which such Security was
         convertible immediately prior to the close of business on the record
         date fixed for the determination of holders of Common Stock entitled
         to receive such dividend or distribution by (b) a fraction, the
         numerator of which shall be the Current Market Price (as defined in


                                     -10-
<PAGE>



         paragraph (c) below) per share of Common Stock on the record date
         fixed for the determination of holders of Common Stock entitled to
         receive such dividend or distribution, and the denominator of which
         shall be such Current Market Price per share of Common Stock less the
         fair value of such dividend or distribution (as determined in good
         faith by the Board of Directors of the Corporation, a certified
         resolution with respect to which shall be filed with the Trustee)
         payable in respect of one share of Common Stock. An adjustment made
         pursuant to this subparagraph (b)(iii) shall be made upon the opening
         of business on the next business day following the date on which any
         such dividend or distribution is made and shall be effective
         retroactively immediately after the close of business on the record
         date fixed for the determination of holders of Common Stock entitled
         to receive such dividend or distribution;

                  (c) The term "Current Market Price" shall mean, as applied
         to any class of stock on any date, the average of the daily "Closing
         Prices" (as hereinafter defined) for the 20 consecutive "Trading
         Days" (as hereinafter defined) immediately prior to the date in
         question; provided, however, that in the event that the Current
         Market Price per share of Common Stock is determined during a period
         which includes the ex-dividend date for a dividend or distribution by
         the Corporation on its Common Stock payable in shares of its Common
         Stock, or the record date for a stock split, reverse stock split,
         recapitalization or similar corporate transaction, then, and in each
         such case, the Current Market Price shall be appropriately adjusted
         to reflect the Current Market Price per Common Stock equivalent. The
         term "Closing Price" on any day shall mean the last sales price,
         regular way, per share of such stock on such day, or, if no such sale
         takes place on such day, the average of the closing bid and asked
         prices, regular way, as reported in the principal consolidation
         transaction reporting system with respect to securities listed or
         admitted to trading on the New York Stock Exchange or, if shares of
         such stock are not listed or admitted to trading on the New York
         Stock Exchange, as reported in the principal consolidation
         transaction reporting system with respect to securities listed on the
         principal national securities exchange on which the shares of such
         stock are listed or admitted to trading, including for these purposes
         the Nasdaq Stock Market National Market System or, if the shares of
         such stock are not listed or admitted to trading on any national
         securities exchange, the average of the high bid and low asked prices
         in the over-the-counter market, as reported by the National
         Association of Securities Dealers Automated Quotation System
         ("NASDAQ") or other similar system then in use or, if such bid and
         ask prices are not reported on any such system, the fair market value
         of a share of Common Stock as determined in good faith by the Board
         of Directors of the Corporation. The term "Trading Day" shall mean a
         day on which the principal national securities exchange on which
         shares of such stock are listed or admitted to trading is open for
         the transaction of business or, if the shares of such stock are not
         listed or admitted to trading on any national securities exchange, a
         Monday, Tuesday, Wednesday, Thursday or Friday on which banking
         institutions in the Borough of Manhattan, City and State of New York,
         are not authorized or obligated by law or executive order to close (a
         "Business Day") and on which high bid and low


                                     -11-
<PAGE>



         asked prices are quoted on NASDAQ or, if shares of such stock are not
         traded on NASDAQ, by such other similar system or if shares of such
         stock are not traded on any such system, a Business Day;

                  (d) If any adjustment in the number of shares of Common
         Stock into which each Security may be converted required pursuant to
         this Section 2.06 would result in an increase or decrease of less
         than 1% in the number of shares of Common Stock into which each
         Security is then convertible, the amount of any such adjustment shall
         be carried forward and adjustment with respect thereto shall be made
         at the time of and together with any subsequent adjustment which,
         together with such amount and any other amount or amounts so carried
         forward, shall aggregate at least 1% of the number of shares of
         Common Stock into which each Security is then convertible. All
         calculations under this Section 2.06 shall be made to the nearest
         one-hundredth of a share;

                  (e) The Board of Directors may, but shall not be required
         to, increase the number of shares of Common Stock into which each
         Security may be converted, in addition to the adjustments required by
         Section 2.06(b), as shall be determined by it (as evidenced by a
         resolution of the Board of Directors) to be advisable in order to
         avoid or diminish any income deemed to be received by any holder of
         the Common Stock or the Securities resulting from any dividend or
         distribution of stock or issuance of rights or warrants to purchase
         or subscribe for stock or from any event treated as such for federal
         income tax purposes;

                  (f) A Holder of any of the Securities electing to make an
         Optional Conversion shall do so by surrendering for such purpose to
         the Corporation, at its principal office or at such other office or
         agency maintained by the Corporation for that purpose, the Securities
         to be converted accompanied by a written notice stating that such
         Holder elects to convert all or a specified whole number of such
         Securities in accordance with the provisions of this Section 2.06(f)
         and specifying the name or names in which such Holder wishes the
         certificate or certificates for shares of Common Stock to be issued.
         In case such notice shall specify a name or names other than that of
         such Holder, such notice shall be accompanied by payment of all
         transfer taxes payable upon the issuance of shares of Common Stock in
         such name or names. As promptly as practicable, and in any event
         within five business days after the surrender of such Securities and
         the receipt of such notice relating thereto and, if applicable,
         payment of all transfer taxes, the Corporation shall deliver or cause
         to be delivered certificates representing the number of validly
         issued, fully paid and nonassessable shares of Common Stock to which
         a Holder of the Securities so converted shall be entitled. Such
         conversions shall be deemed to have been made at the close of
         business on the date of giving of such notice and of such surrender
         of the Securities to be converted so that the rights of a Holder
         shall cease except for the right to receive Common Stock in
         accordance herewith, and


                                     -12-
<PAGE>



         the converting Holder shall be treated for all purposes as having
         become the record holder of such Common Stock at such time;

                  (g) The Corporation shall have the right, from time to time,
         on or after [THE DATE WHICH IS THE THIRD ANNIVERSARY OF THE CLOSING
         WILL BE INSERTED], in its sole discretion, to convert the Securities
         in tranches having an aggregate Principal amount of $50 million on
         each occasion, into the shares of Common Stock, as follows:

                        (i) If at any time on or after [THE DATE WHICH IS THE
         THIRD ANNIVERSARY OF THE CLOSING WILL BE INSERTED] the Common Stock
         is (i) listed on a national securities exchange or included for
         quotation on the National Market System of the NASDAQ Stock Market
         and (ii) the Closing Price of the Common Stock on the National Market
         System of the NASDAQ Stock Market or on such national securities
         exchange exceeds $11.55 per share (the "Test Amount") for each
         Trading Day (as defined in paragraph (c) above) during a Testing
         Period (as defined below), the Corporation shall have the right, in
         its sole discretion, to convert Securities into shares of Common
         Stock, which conversion shall become effective as of a date no
         earlier than ten (10) days and no later than forty (40) days
         following the end of the relevant Testing Period, provided that the
         Corporation shall not have the right to convert Securities having an
         aggregate principal amount of more than $50 million with respect to
         any single Testing Period. Any such conversion compelled by the
         Corporation shall be referred to herein as a "Forced Conversion." The
         Test Amount shall be appropriately adjusted in connection with any
         stock split, stock dividend, reverse stock split, recapitalization or
         similar corporate transaction.

                    (ii) The Securities held by each Holder shall be converted
         on a pro rata basis on any Forced Conversion. The transfer agent
         shall give holders of the Securities written notice of the Forced
         Conversion at least ten (10) days prior to the effective date
         thereof, which notice shall specify (A) the effective date, (B) the
         Testing Period utilized, (C) the aggregate value of the Securities to
         be converted, (D) the pro-ration factor, if less than all Securities
         are to be converted and (E) the number of shares of Common Stock into
         which each Security shall be converted pursuant to the Forced
         Conversion. Any period of ten (10) consecutive Trading Days that does
         not precede or include a previously announced effective date of a
         Forced Conversion shall be referred to herein as a "Testing Period."

                   (iii) Following a Forced Conversion, the Holders shall have
         the right to receive certificates representing the shares of Common
         Stock into which the Securities have been converted by surrendering
         to the Corporation, at its principal office or at such other office
         or agency maintained by the Corporation for that purpose, the
         applicable Securities. As promptly as practicable, and in any event
         within five business days after the surrender of the Securities, the
         Corporation shall deliver or cause to be


                                     -13-
<PAGE>



         delivered certificates representing the number of validly issued,
         fully paid and nonassessable shares Common Stock to which the Holder
         of the Securities so converted shall be entitled. Upon a Forced
         Conversion, the rights of the Holders of the Securities shall cease
         except for the right to receive Common Stock in accordance herewith,
         and the Holder shall be treated for all purposes as having become the
         record holder of such Common Stock at such time;

                    (iv) Upon the Forced Conversion of the Securities, the
         Holders thereof shall be entitled to receive payment of all accrued
         and unpaid interest to the effective date of the conversion (the
         amount of such unpaid interest being payable in such number of shares
         of Common Stock which would be issuable upon conversion of the
         Securities having an aggregate principal amount equal to such amount)
         in respect of the shares so converted, provided that if the
         conversion date is after the Record Date and before the Interest
         Payment Date to which that Interest Record Date relates, the interest
         otherwise payable on that Interest Payment Date in respect of the
         Securities so converted shall not be paid by the Corporation.

                  (h) In connection with the conversion of the Securities, no
         fractions of shares of Common Stock shall be issued, but the
         Corporation shall pay a cash adjustment in respect of such fractional
         interest in an amount equal to the market value of such fractional
         interest. In such event, the market value of a share of Common Stock
         shall be the Closing Price of such shares on the last business day on
         which such shares were traded immediately preceding the date upon
         which the Securities are deemed to have been converted.

         Section 2.07 Adjustments For Consolidation, Merger, etc. In case (i)
the Corporation shall consolidate with or merge into any other person and
shall not be the continuing or surviving corporation of such consolidation or
merger, (ii) any other person shall consolidate with or merge into the
Corporation and the Corporation shall be the continuing or surviving person,
but, in connection with such consolidation or merger, the Common Stock shall
be changed into or exchanged for stock or other securities of any other person
or cash or any other property, or (iii) the Corporation shall transfer all or
substantially all of its properties or its assets to any other person, then,
and in each such case, each Security shall, upon the effective date of such
event, thereafter represent the right to receive the number of shares of stock
or other securities or cash or other property which the Holder would have
owned after giving effect to such event had such Security been converted into
Common Stock pursuant to Section 2.06 immediately prior to the occurrence of
such event, plus any additional shares of stock or other securities or cash or
other property payable by the terms of such event to the Holders.

         Section 2.08 Reports as to Adjustments. Whenever the number of shares
of Common Stock into which the Securities are convertible is adjusted as
provided in Section 2.06, the Corporation shall (i) promptly compute such
adjustment and furnish to the Trustee and the


                                     -14-
<PAGE>



Registrar a certificate, signed by a principal financial officer of the
Corporation, setting forth the number of shares of Common Stock, or the number
and kind of any other securities, into which each Security is convertible as a
result of such adjustment, a brief statement of the facts requiring such
adjustment and the computation thereof and when such adjustment will become
effective and (ii) promptly mail to the Holders a notice stating that the
number of shares into which the Securities are convertible has been adjusted
and setting forth the new number of shares into which the Securities are
convertible as a result of such adjustment and when such adjustment will
become effective and the basis for such adjustment in appropriate detail.

         Section 2.09  Notices of Corporate Action.    In the event of:

                  (a) any taking by the Corporation of a record of the holders
         of its Common Stock for the purpose of determining the holders
         thereof who are entitled to receive any distribution or any right or
         warrant permitted to be distributed or given to the holder of Common
         Stock in accordance with Article VI of the Corporation's Restated
         Certificate of Incorporation (other than a dividend payable solely in
         shares of Common Stock).

                  (b) any capital reorganization, reclassification or
         recapitalization of the Corporation (other than a subdivision or
         combination of the outstanding shares of its Common Stock), any
         consolidation or merger involving the Corporation and any other
         person (other than a consolidation or merger with a wholly-owned
         subsidiary of the Corporation, provided that the Corporation is the
         surviving or the continuing corporation and no change occurs in the
         Common Stock), or any transfer of all or substantially all the assets
         of the Corporation to any other person; or

                  (c) any voluntary or involuntary dissolution, liquidation or
         winding up of the Corporation;

then, and in each such case, the Corporation shall cause to be mailed to the
Trustee and to the Holders, at least 20 days (or 10 days in case of any event
specified in clause (a) above) prior to the applicable record or effective
date hereinafter specified, a notice stating (i) the date or expected date on
which any such record is to be taken for the purpose of such distribution or
right and the amount and character of such distribution or right or (ii) the
date or expected date on which any such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding up is to take place and the time, if any such time is to be fixed, as
of which the Holders shall be entitled to exchange their shares of Common
Stock into which their Securities are convertible or other property
deliverable upon such reorganization, reclassification, recapitalization,
consolidation, merger, transfer, dissolution, liquidation or winding up. Such
notice shall also state whether such transaction will result in any adjustment
in the number of shares of Common Stock, or kind and number of any other
securities, into which shares of the 8% Preferred Stock are convertible and,
if so, shall state the new number of shares of Common Stock, or kind and
number of any other securities, into which Securities shall be convertible
upon such adjustment and when such adjustment will

                                     -15-
<PAGE>



become effective. The failure to give any notice required by this Section
2.09, or any defect therein, shall not affect the legality or validity of any
such action requiring such notice.

         Section 2.10 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Corporation shall furnish to the Trustee at least 10 days
before each Interest Payment Date and at such other times as the Trustee may
request in writing all information in the possession or control of the
Corporation or any Paying Agent as to the names and addresses of the
Securityholders in such form and as of such date as the Trustee may reasonably
require.

         Section 2.11 Transfer and Exchange. When Securities are presented to
the Registrar or a co-Registrar with a request to register the transfer of
such Securities or to exchange them for an equal principal amount of
Securities of authorized denominations, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are
met. To permit registrations of transfers and exchanges, the Corporation shall
execute and the Trustee shall authenticate Securities at the Registrar's
request. The Trustee, the Registrar and the Paying Agent shall be entitled to
rely on such representation in authenticating, registering the transfer or
exchange of, or making of payments on, the Securities.

         The Registrar shall not be required (i) to issue, register the
transfer of or exchange Securities during a period beginning at the opening of
15 Business Days before the day of any selection of Securities for conversion
under Section 2.06(g) or for redemption under Section 10.01 and ending at that
close of business on the day of such selection, or (ii) to register the
transfer of or exchange any Security so selected for conversion or redemption
in whole or in part, except for the unconverted or unredeemed portion of any
Security being converted or redeemed in part.

         Section 2.12 Replacement Securities. If the Holder of a mutilated
Security surrenders such Security to the Trustee, the Corporation shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

         If the Holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken, the Corporation shall issue and the Trustee
shall authenticate a replacement Security if the Trustee's requirements are
met. If required by the Trustee or the Corporation, such Holder shall provide
an indemnity bond sufficient in the judgment of both the Corporation and the
Trustee to protect the Corporation, the Trustee, any Agent or any
authenticating agent from any loss which any of them may suffer if a Security
is replaced. The Corporation may charge for its expenses in replacing a
Security.


                                     -16-
<PAGE>



         Every replacement Security issued under this Section shall constitute
an obligation of the Corporation, entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities.

         Section 2.13 Outstanding Securities. The Securities outstanding at
any time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

         If a Security is replaced pursuant to Section 2.12, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced security is held by a bona fide purchaser.

         If Securities are considered paid under Section 3.01, they cease to
be outstanding and interest on them ceases to accrue.

         A Security does not cease to be outstanding because the Corporation
or an Affiliate of the Corporation holds the Security.

         Section 2.14 Treasury Securities. In determining whether the Holders
of the required principal amount of Securities have concurred in any
direction, vote, waiver or consent, Securities owned by the Corporation or an
Affiliate of the Corporation shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
or the Corporation shall be protected in relying on any such direction, vote,
waiver or consent, only Securities which the Trustee actually knows are so
owned shall be so disregarded.

         Section 2.15 Temporary Securities. Until definitive Securities are
ready for delivery, the Corporation may prepare and the Trustee shall, upon
Order of the Corporation, authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Corporation considers appropriate for temporary
Securities including, without limitation, a legend stating that such temporary
Security is a temporary Security. Without unreasonable delay, the Corporation
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities. Until such exchange, such temporary
Securities shall be entitled to the same rights, benefits and privileges as
the definitive Securities.

         Section 2.16 Cancellation. The Corporation at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy canceled Securities and deliver
a certificate of such destruction to the Corporation, unless the Corporation
directs the Trustee to deliver


                                     -17-
<PAGE>



canceled Securities to the Corporation. The Corporation may not issue new
Securities to replace securities that it has paid or that have been delivered
to the Trustee for cancellation.

         Section 2.17 Certain Limitations on Securities. Notwithstanding
anything to the contrary in this Indenture (or in any related document):

                  (a) In the event that the obligations represented by the
         Securities are assumed in full by another corporation, which shall
         succeed by merger or otherwise to substantially all of the assets and
         the business of the Corporation, and payment or provision for payment
         shall have been made in respect of all matured installments of
         interest upon the Securities together with all matured installments
         of principal on such Securities which shall have become due otherwise
         than by acceleration, then any default caused by the appointment of a
         receiver for the Corporation shall be deemed to have been cured, and
         any declaration consequent upon such default declaring the principal
         and interest on the Securities to be immediately due and payable
         shall be deemed to have been rescinded.

                  (b) The Securities are unsecured by the assets of the
         Corporation, or any of its affiliates.

                  (c) The Securities are subordinated and junior in right of
         payment to all Indebtedness of the Corporation, whether secured or
         unsecured, other than Indebtedness Ranking Junior to the Securities
         and Indebtedness Ranking on a Parity with the Securities.

                  (d) The Securities are ineligible as collateral for a loan
by the Corporation.


                                  ARTICLE III

                                   COVENANTS

         Section 3.01 Payment of Securities. The Corporation shall punctually
pay the principal of and interest on the Securities on the dates and in the
manner provided in the Securities. Principal and interest shall be considered
paid on the date due if the Trustee or all Paying Agents hold on that date
money designated for and sufficient to pay all principal and interest then
due.

         Section 3.02 Dividends, Etc. So long as any Securities are
outstanding, the Corporation shall not pay or declare, or issue by way of any
capital reorganization or reclassification, any dividend or distribution on
shares of Common Stock or on any series of capital stock, except (i) Approved
Spinoff Distributions (as defined in this paragraph), (ii) dividends or
distributions that are payable solely in shares of Common Stock or any series
of capital stock, or (iii) any rights or warrants to subscribe for or purchase
shares described in


                                     -18-
<PAGE>



clause (ii). "Approved Spinoff Distribution" shall mean a dividend or
distribution of shares of stock having a majority of the voting power of a
subsidiary of the Corporation but only if (x) the dividend or distribution of
those subsidiary shares is approved by a vote of at least 75% of the members
of the Corporation's board of directors and (y) the Corporation receives a
fairness opinion from a nationally recognized investment banking firm to the
effect that the adjustment of the conversion ratio of the Securities as a
result of such dividend is fair to the Holders of the Securities from a
financial point of view.

         Section 3.03  Reports by Corporation.

                  (a) The Corporation shall file with the Trustee within 5
         days after it files them with the Commission copies of the annual and
         quarterly reports and of the information, documents and other reports
         which the Corporation files, or which are filed in respect of the
         Corporation, with the Commission pursuant to Section 13 of the
         Exchange Act and the regulations of the Commission thereunder, or any
         other rules and regulations of the Commission under the Exchange Act
         as may from time to time be in effect. If the Corporation is not
         subject to the requirements of Section 13 of the Exchange Act, the
         Corporation shall file with the Trustee, within 15 days after it
         would have otherwise been required to file pursuant to the Exchange
         Act, financial statements including any notes thereto, and a
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations," both comparable to that which the Corporation
         would have been required to include in the annual and quarterly
         reports, information documents or other reports (under rules
         currently in effect on the date hereof) which the Corporation would
         have been required to file pursuant to Section 13 of the Exchange
         Act.

                  (b) While any of the Securities are outstanding, the
         Corporation shall mail to each Holder copies of the annual and
         quarterly reports of the Corporation that it is required to file with
         the Trustee pursuant to Section 3.03(a) (or summaries thereof) within
         30 days after such filing is required to be made.

         Section 3.04 Money for Security Payments to Be Held in Trust. If the
Corporation shall at any time act as its own Paying Agent, it will, on or
before each due date of the principal of or interest on the Securities,
segregate and hold in trust in a trust or special deposit account for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
or interest so becoming due until such sum shall be paid to such Person or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

         Whenever the Corporation shall have one or more Paying Agents, it
will, on or prior to each date for the payment of the principal of or interest
on the Securities, deposit with the Paying Agents sums sufficient to pay the
principal or interest so becoming due, such sums to be held in trust for the
benefit of the Persons entitled to such payments pursuant to the agreement
referred to in Section 2.04; and, unless such Paying Agent is the Trustee, the
Corporation will promptly notify the Trustee of its action or failure so to
act.


                                     -19-
<PAGE>



         For the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, the Corporation may at any time pay, or
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Corporation or such Paying Agent, such sums to be held by the Trustee, the
Corporation or such Paying Agent, as the case may be, shall be released from
all further liability with respect to such money.

         Section 3.05 Compliance Certificate. The Corporation shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the
Corporation, an Officers' Certificate stating that a review of the activities
of the Corporation and its Subsidiaries during the preceding fiscal year has
been made under the supervision of the signing Officers with a view to
determining whether the Corporation has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to
each such officer signing such Certificate, that to the best of his knowledge
the Corporation has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he may have knowledge and specifying what action
the Corporation is taking or proposes to take with respect thereto) and that
to the best of his knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or interest on the
Securities are prohibited.

         The Corporation will, so long as any of the Securities are
outstanding, deliver to the Trustee at its Corporate Trust Office, forthwith
upon becoming aware of any Default, Event of Default or default in the
performance of any covenant, agreement or condition contained in this
Indenture, an Officers' Certificate describing such Default, Event of Default
or default and specifying what action the Corporation is taking or proposes to
take with respect thereto. Any such Certificate delivered under this Section
3.05 shall comply with Section 314 of the TIA.

         Section 3.06 Authorization of Common Stock. The Corporation shall at
all times reserve and keep available out of its authorized Common Stock the
full number of shares of Common Stock of the Corporation issuable upon the
conversion of all outstanding Securities.

         Section 3.07 Certain Restrictions. So long as any Securities are
outstanding, the Corporation shall not:

                  (a) redeem or purchase or otherwise acquire for
         consideration any shares of its capital stock or Securities Ranking
         Junior to or on a Parity with the Securities; and

                  (b) permit any subsidiary of the Corporation to purchase or
         otherwise acquire for consideration any shares of capital stock or
         Securities Ranking Junior to or on a Parity with the Securities of
         the Corporation unless the Corporation could purchase such shares or
         Securities at such time and in such manner.


                                     -20-
<PAGE>



                  (c) without the affirmative vote or consent of Holders of at
         least two-thirds in principal amount of the Securities, issue any
         securities representing Indebtedness ranking on parity with the
         Securities or issue any Securities other than in payment of interest
         on Securities.

                                  ARTICLE IV

                                  SUCCESSORS

         Section 4.01 When Corporation May Merge, etc. Subject to Section
2.17, the Corporation shall not consolidate or merge with or into, or
transfer, sell, lease or convey all or substantially all of its Property to,
any Person unless:

                     (i) the corporation formed by or surviving any such
         consolidation or merger, or the Person to which such transfer, sale,
         lease or conveyance shall have been made, unconditionally assumes by
         supplemental indenture all the obligations of the Corporation under
         the Securities and this Indenture including but not limited to the
         due and punctual payment of the principal of and interest on all the
         Securities; and

                    (ii) immediately after the transaction no Default or Event
         of Default exists.

         The Corporation shall deliver to the Trustee prior to the proposed
transaction an Officers' Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture and that all conditions precedent to the
consummation of the transaction under this Indenture have been met.

         The surviving corporation shall be the successor Corporation, but the
predecessor Corporation in the case of a transfer, sale, lease or conveyance
shall not be released from the obligation to pay the principal of and interest
on the Securities.

         The parties hereto recognize that the remedies otherwise provided in
this Indenture may not provide an adequate remedy in the case of noncompliance
by the Corporation under this Section. The parties hereto therefore agree
that, in any such case of noncompliance, the Trustee shall be entitled to seek
an injunction or specific performance of the Corporation's obligations under
this Section, or any other equitable remedies, in addition to other remedies
provided in this Indenture.

         Section 4.02 Successor Substituted. Upon any consolidation or merger,
or any transfer, sale, lease or conveyance of all or substantially all of the
assets of the Corporation in accordance with Section 4.01, the successor
Person formed by such consolidation or into which the Corporation is merged or
to which such transfer, sale, lease or conveyance is made shall succeed to,
and be substituted for, and may exercise every right and power of, the


                                     -21-
<PAGE>



Corporation under this Indenture with the same effect as if such successor had
been named as the Corporation herein.


                                   ARTICLE V

                             DEFAULTS AND REMEDIES

         Section 5.01  Events of Default.   An "Event of Default" occurs if:

                  (1) the Corporation defaults in the payment of the principal
         on any Security when the same becomes due and payable at maturity or
         upon redemption, acceleration or otherwise;

                  (2) the Corporation defaults in the payment of interest on
         any Security when the same becomes due and payable and the Default
         continues for a period of 30 days.

                  (3) the Corporation fails to comply with any of its other
         agreements or covenants in or provisions of the Securities or this
         Indenture, and such default continues for a period of 30 days after
         the Trustee notifies the Corporation, or the Holders of at least 25%
         in principal amount of the then-outstanding Securities notify the
         Corporation and the Trustee, of such Default;

         Section 5.02 Acceleration; Limitations on Acceleration. Subject to
Section 2.16, if an Event of Default occurs and is continuing, the Trustee by
notice to the Corporation, or the Holders of at least 25% in principal amount
of the then-outstanding Securities by notice to the Corporation and the
Trustee, may declare the principal and any accrued interest on all the
Securities to be due and payable. Upon such declaration the principal and
interest shall be due and payable immediately without any presentment, demand,
protest or notice to the Corporation, all of which the Corporation expressly
waives.

         The Holders of a majority in principal amount of the then-outstanding
Securities by notice to the Trustee may rescind an acceleration and its
consequences if:

                  (1) the rescission would not conflict with any judgment or
         decree;

                  (2) all existing Events of Default have been cured or waived
         except nonpayment of principal or interest that has become due solely
         because of the acceleration; and

                  (3) all payments then due the Trustee and any predecessor
         Trustee under Section 6.07 have been made.



                                     -22-

<PAGE>



         Section 5.03 Other Remedies. Subject to Section 2.16, if an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
by an action at law, suit in equity or other appropriate proceeding to collect
the payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon a Default or Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in such Default or Event
of Default. All remedies are cumulative to the extent permitted by law.

         Section 5.04 Waiver of Default. The Holders of at least a majority in
principal amount of the then-outstanding Securities by notice to the Trustee
may waive an existing Default or Event of Default and its consequences except
a continuing Default or Event of Default in the payment of the principal of or
interest on any Security. No such waiver shall extend to any subsequent or
other Default or Event of Default.

         Section 5.05 Control by Majority. The Holders of a majority in
principal amount of the then-outstanding Securities may direct the time,
method and place of conducting any pro ceeding for any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee
may refuse to follow any direction that conflicts with law, regulation or this
Indenture, is unduly prejudicial to the rights of other Securityholders or
would subject the Trustee to personal liability.

         Section 5.06 Limitation on Suits. A Securityholder may pursue a
remedy with respect to this Indenture or the Securities only if:

                  (1) the Holder gives to the Trustee notice of a continuing
         Event of Default;

                  (2) the Holders of at least 25% in principal amount of the
         then-outstanding Securities make a request to the Trustee to pursue
         the remedy;

                  (3) such Holder or Holders offer(s) to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after the receipt of the notice, the request and the offer of
         indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         principal amount of the then-outstanding Securities do not give the
         Trustee a direction inconsistent with the request.



                                     -23-

<PAGE>



         A Securityholder may not use this Indenture to prejudice the rights
of another Securityholder or to obtain a preference or priority over another
Securityholder.

         Section 5.07 Rights of Holders to Receive Payment. Subject only to
Article IX, Section 2.16 and the provisions of Section 5.02 regarding
rescission of acceleration, notwith standing any other provision of this
Indenture, the right of any holder of a Security to receive payment of
principal of and interest on the Security on or after the due date expressed
in the Security, or to bring suit for the enforcement of any such payment on
or after such date, shall not be impaired or affected without the consent of
the Holder.

         Section 5.08 Collection Suit by Trustee. If an Event of Default
specified in clause (1) of Section 5.01 occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust
against the Corporation for the whole amount of principal and interest
remaining unpaid on the Securities and any compensation due the Trustee under
Section 6.07.

         Section 5.09 Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Corporation, its creditors
or its Property.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

         Section 5.10 Priorities. If the Trustee collects any money pursuant
to this Article V, it shall pay out the money in the following order:

                  First:  to the Trustee for amounts due under Section 6.07;

                  Second: to holders of Senior Debt to the extent required by
         Article IX;

                  Third: to Securityholders for amounts due and unpaid on the
         Securities for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for principal and interest, respectively; and

                  Fourth: to the Corporation, its successors or assigns, or to
         whomever may be legally entitled to receive the remainder, or as a
         court of competent jurisdiction may determine.


                                     -24-
<PAGE>



         The Trustee may fix a record date and a payment date for any payment
to the Securityholders pursuant to this Article.

         Section 5.11 Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to
a suit by the Trustee, a suit by a Holder for the enforcement of rights set
forth in Section 5.07, or a suit by Holders of at least 25% in principal
amount of the then-outstanding Securities.


                                  ARTICLE VI

                                    TRUSTEE

         Section 6.01  Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing,
         the Trustee shall exercise such of the rights and powers vested in it
         by this Indenture, and use the same degree of care and skill in their
         exercise, as a prudent man would exercise or use under the
         circumstances in the conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default:

                        (1) the Trustee need perform only those duties that
                  are specifically set forth in this Indenture and no others;
                  and

                        (2) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture
                  but shall not be required to verify the accuracy of the
                  contents of such certificates or opinions. However, the
                  Trustee shall examine the certificates and opinions to
                  determine whether or not they conform to the requirements of
                  this Indenture.

                  (c) The Trustee may not be relieved from liability for its
         own negligent action or failure to act, or its own willful
         misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph
         (b) of this Section;


                                     -25-
<PAGE>



                        (2) the Trustee shall not be liable for any error of
                  judgement made in good faith by a Trust Officer, unless it
                  is proved that the Trustee was negligent in ascertaining the
                  pertinent facts; and

                        (3) the Trustee shall not be liable with respect to
                  any action it takes or omits to take in good faith in
                  accordance with a direction received by it pursuant to
                  Section 5.05.

                  (d) Every provision of this Indenture that in any way
         relates to the Trustee is subject to paragraphs (a), (b) and (c) of
         this Section.

                  (e) The Trustee may refuse to perform any duty or exercise
         any right or power unless it receives an indemnity satisfactory to it
         against any loss, liability or expense.

                  (f) The Trustee shall not be liable for interest on any
         money received by it except as the Trustee may agree with the
         Corporation. Money held in trust by the Trustee need not be
         segregated from other funds except to the extent required by law.

         Section 6.02  Rights of Trustee.

                  (a) The Trustee may rely on any document believed by it to
         be genuine and to have been signed or presented by the proper person.
         The Trustee need not investigate any fact or matter stated in the
         document.

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an opinion of Counsel. The
         Trustee shall not be liable for any action it takes or omits to take
         in good faith in reliance on such Certificate or Opinion.

                  (c) The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed
         with due care.

                  (d) The Trustee shall not be liable for any action it takes
         or omits to take in good faith which it believes to be authorized or
         within its rights or powers.

         Section 6.03 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Corporation or an Affiliate with the same
rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee is subject to Sections 6.10 and 6.11.

         Section 6.04 Disclaimer. The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Corporation's


                                     -26-
<PAGE>



use of the proceeds from the Securities, and it shall not be responsible for
any statement in the Securities other than its authentication.

         Section 6.05 Notice of Defaults. If a Default or Event of Default has
occurred and is continuing of which a Trust Officer of the Trustee has actual
knowledge, the Trustee shall mail to Securityholders a notice of the Default
or Event of Default within 90 days after it becomes known to the Trustee.
Except in the case of a Default or Event of Default in payment of principal of
or interest on any Security, the Trustee may withhold notice if and so long as
a committee of its Trust Officers in good faith determines that withholding
the notice is in the interest of Securityholders.

         Section 6.06  Reports by Trustee to Holders.

                  (a) Within 60 days after each April 15, the Trustee shall
         mail to each Securityholder and the Corporation a brief report dated
         as of such April 15 that complies with TIA Section 313(a). The
         Trustee shall also comply with TIA Section 313(b)(2).

                  (b) In lieu of the foregoing reports, so long as this
         Indenture is not qualified under the TIA, the Trustee may transmit by
         mail to the Corporation a statement as to its qualifications and
         eligibility hereunder, and shall transmit by mail a copy of such
         statement to such Holders who have previously furnished a written
         request therefor to the Trustee.

         Section 6.07 Compensation and Indemnity. The Corporation shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Corporation shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such
expenses shall include the reasonable compensation and out-of-pocket expenses
of the Trustee's agents and counsel.

         The Corporation shall indemnify the Trustee against any loss or
liability incurred by it in connection with its services hereunder except as
set forth in the next paragraph. The Trustee shall notify the Corporation
promptly of any claim for which it may seek indemnity. The Corporation shall
settle or defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel, at the expense of the Corporation.

         The Corporation need not reimburse any expense or indemnity against
any loss or liability incurred by the Trustee through negligence or bad faith.

         To secure the Corporation's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal
of and interest on particular securities.


                                     -27-
<PAGE>



         Section 6.08 Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section.

         The Trustee may resign by so notifying the Corporation. The Holders
of a majority in principal amount of the then-outstanding Securities may
remove the Trustee by so notifying the Trustee and the Corporation. The
Corporation may remove the Trustee if:

                  (1)  the Trustee fails to comply with Section 6.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         bankruptcy or similar law for the benefit of creditors;

                  (3) a custodian or public officer takes charge of the
Trustee or its Property; or

                  (4) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Corporation shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then-outstanding
Securities may appoint a successor Trustee to replace the successor Trustee
appointed by the Corporation.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Corporation
or the Holders of at least 10% in principal amount of the then-outstanding
Securities may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         If the Trustee fails to comply with Section 6.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Corporation. Thereupon the
resignation or removal of the retiring Trustee shall become effective and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer
all Property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 6.07.

         Section 6.09 Successor Trustee by Merger. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all
of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.


                                     -28-
<PAGE>



         Section 6.10 Eligibility; Disqualification. This Indenture shall
always have a Trustee who satisfies the requirements of TIA Section 310(a)(1).
The Trustee shall always have a combined capital and surplus of at least $10
million as set forth in its most recent published annual report of condition.
The Trustee is subject to TIA Section 310(b), including the optional provision
permitted by the second sentence of TIA Section 310(b)(9).

         Section 6.11 Preferential Collection of Claims Against Corporation.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall comply with TIA Section 311(a) to the extent indicated therein.


                                  ARTICLE VII

                          SATISFACTION AND DISCHARGE

         Section 7.01 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to (i) any rights of
substitution, registration of transfer and exchange of Securities herein
expressly provided for, (ii) rights hereunder of Holders to receive payments
of principal of, or interest on, the Securities and (iii) the rights,
obligations and immunities of the Trustee hereunder, including without
limitation, its rights under Section 6.07), and the Trustee, on the demand and
at the expense of the Corporation, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture when:

                  (1)  either

                        (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or
                  paid as provided in Article II, and (ii) Securities for the
                  payment of which money has theretofore been deposited in
                  trust with the Trustee or any Paying Agent or segregated and
                  held in trust by the Corporation and thereafter repaid to
                  the Corporation or discharged from such trust, as provided
                  in Section 7.03) have been delivered to the Trustee for
                  cancellation; or

                        (B) the principal of all such Securities not
                  theretofore delivered to the Trustee for cancellation has
                  become due and payable and the Corporation has deposited or
                  caused to be deposited in trust with the Trustee, solely for
                  the benefit of the Holders, funds in an amount sufficient to
                  pay and discharge the entire Indebtedness on such Securities
                  not theretofore delivered to the Trustee for cancellation;

                  (2) the Corporation has irrevocably paid or caused to be
         irrevocably paid all other sums payable hereunder by the Corporation;
         and


                                     -29-
<PAGE>




                  (3) the Corporation has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that
         all conditions precedent provided for herein to be complied with by
         the Corporation relating to the satisfaction and discharge of this
         Indenture have been complied with.

         Section 7.02 Application of Trust Money. The Trustee shall hold in
trust money deposited with it pursuant to Section 7.01. It shall apply the
deposited money through the Paying Agents and in accordance with the Indenture
to the payment of principal and Interest, on the Securities. Money so held in
trust shall not be subject to Article IX.

         Section 7.03 Repayment to Corporation. Any money deposited with the
Trustee or any Paying Agent, or then held by the Corporation in trust for the
payment of principal or interest that remains unclaimed for two years after
such principal or interest has become due and payable shall be paid to the
Corporation upon request, or, if then held by the Corporation, shall be
released from such trust; provided, however, that the Trustee or such Paying
Agent, may, at the expense of the Corporation, cause to be published once in a
newspaper of general circulation in the City of New York or mail to each such
Holder, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed balance of such money then re maining
will be repaid to the Corporation. After such money has been paid to the
Corporation or released from trust, Securityholders entitled to the money must
look to the Corporation for payment as general creditors unless an applicable
abandoned property law designates another person.


                                 ARTICLE VIII

                                  AMENDMENTS

         Section 8.01 Without Consent of Holders. The Corporation and the
Trustee may amend this Indenture or the Securities without the consent of any
Securityholder:

                  (1)  to cure any ambiguity, defect or inconsistency;

                  (2)  to comply with Section 4.01;

                  (3) to provide for definitive Securities in exchange for
global Securities;

                  (4) to make any change that does not adversely affect the
         legal rights hereunder of any Securityholder; or

                  (5) to take any action necessary to qualify this Indenture
under the TIA.

                                     -30-
<PAGE>




         Section 8.02 With Consent of Holders. The Corporation and the Trustee
may amend this Indenture or the Securities with the written consent of the
holders of at least a majority in principal amount of the then-outstanding
Securities. However, without the consent of each Securityholder affected, an
amendment under this Section may not:

                  (1) reduce the amount of Securities whose Holders must
         consent to an amendment;

                  (2) reduce the rate of or change the time for or in any way
         affect the terms of payment of interest on any Security;

                  (3) reduce the principal of or change the fixed maturity of
         any Security, or change the date on which any Security may be subject
         to conversion or redemption, or reduce the Redemption Price therefor;

                  (4) make any Security payable in money other than that
         stated in the Security;

                  (5) make any change in Section 5.04 or 5.07 or the second
         sentence of this Section 8.02;

                  (6) make any change in Article IX that adversely affects the
         rights of any Securityholder; or

                  (7) make any change in Section 2.06 hereof that adversely
         effects the right to convert the Securities into shares of Common
         Stock.

         After an amendment under this Section becomes effective, the
Corporation shall mail to Securityholders a notice briefly describing the
amendment.

         Section 8.03  Reserved.

         Section 8.04 Revocation and Effect of Consents. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same date as the consenting Holder's Security,
even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to his security or
portion of a Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective. An amendment or waiver
becomes effective in accordance with its terms and thereafter binds every
Securityholder.



                                     -31-

<PAGE>



         Section 8.05 Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of the Securities, the Trustee may
require the Holders of such Securities to deliver them to the Trustee. The
Trustee may place an appropriate notation on such Securities about the changed
terms and return them to such Holders. Alternatively, the Corporation in
exchange for all securities may issue and the Trustee shall authenticate new
Securities that reflect the changed terms.

         Section 8.06 Trustee Protected. The Trustee shall sign any amendment,
supplement or waiver if requested by the Corporation, so long as the same
complies with the requirements of this Indenture and in doing so shall be
entitled to receive, and shall be fully protected in relying upon an opinion
of counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article is authorized or permitted by this
Indenture, is not inconsistent herewith and is valid and binding on the
Corporation in accordance with its terms. However, the Trustee need not sign
any amendment, supplement or waiver that adversely affects its rights, duties,
liabilities or immunities. The Corporation may not sign an amendment or
supplement until its Board of Directors approves it (a certified copy of the
resolutions in which such approval is given shall be delivered to the Trustee
prior to its signing any amendment, supplement or waiver).

         Section 8.07 Rights of Holders to Receive Payment. Subject only to
Article IX, Section 2.16 and the provisions of Section 8.02 regarding
rescission of acceleration, notwith standing any other provision of this
Indenture, the right of any holder of a Security to receive payment of
principal of and interest on the Security on or after the due date expressed
in the Security, or to bring suit for the enforcement of any such payment on
or after such date shall not be impaired or affected without the consent of
the Holder.

                                  ARTICLE IX

                                 SUBORDINATION

         Section 9.01 Agreement to Subordinate. The Corporation, and each
Securityholder by accepting a Security, agrees that the Indebtedness evidenced
by the Security is subordinated and junior in right of payment to the prior
payment in full of all Senior Debt to the extent and in the manner provided in
this Article.

         Each Holder, by his acceptance of a Security, acknowledges that the
provisions of this Article are for the benefit of all holders of Senior Debt
who, in reliance upon such provisions, become holders of, or continue to hold,
Senior Debt.

         Section 9.02  Subordination.

                  (a) The Indebtedness evidenced by the Securities shall be
         subordinate and junior in right of payment to all Senior Debt to the
         extent and in the manner set forth in this



                                     -32-
<PAGE>



         Section. In the event of any insolvency, receivership,
         conservatorship, reorganization, dissolution, readjustment of debt,
         marshaling of assets and liabilities or similar proceedings or any
         liquidation relating to or winding up of the Corporation as a whole,
         whether voluntary or involuntary (each, a "Specified Event" and
         collectively, the "Specified Events"), the holders of Senior Debt
         shall be entitled to payment in full of all principal of, premium, if
         any, and interest on Senior Debt before the Holders are entitled to
         any payment on account of the principal of, premium, if any, or
         interest on the Securities. Subject to Section 2.17, in the event of
         any Specified Event, after payment in full of all sums owing on the
         Senior Debt, the Holders, together with the holders of any
         Indebtedness of the Corporation Ranking on a Parity with the
         Securities, shall be entitled to be paid from the remaining assets of
         the Corporation. In addition, during the continuance of any Specified
         Event, all principal of, premium, if any, and interest on the
         Securities which shall have become due and payable shall be due and
         payable in full to the Securityholders entitled thereto before any
         payment or other distribution shall be made on account of any
         Indebtedness or other obligation of the Corporation Ranking Junior to
         the Securities.

                  (b) If any event of default occurs and is continuing (or if
         such an event of default would occur upon any payment with respect to
         the Securities), as such event of default is defined in any Primary
         Indebtedness or in the instrument under which such Primary
         Indebtedness is outstanding, permitting the holders thereof to
         accelerate the maturity thereof and if the holder or holders or a
         representative thereof gives written notice of such event of default
         (which notice makes specific reference to this subparagraph) to the
         Corporation and the Trustee (a "Default Notice"), then, unless and
         until such event of default has been cured or waived or has ceased to
         exist, then, during the 180 days after the delivery of such Default
         Notice (the "Blockage Period") (i) no payment of or with respect to
         the principal of, premium, if any, or interest on the Securities
         (including any payment or distribution that may be payable or
         deliverable to holders of Securities by reason of the payment of any
         other debt of the Corporation subordinated to the payment of the
         Securities), but not including any payment of interest on the
         Securities paid in the form of additional Securities, shall be made
         directly or indirectly by or on behalf of the Corporation and (ii) no
         direct or indirect payment shall be made by or on behalf of the
         Corporation with respect to any repurchase, redemption or other
         retirement of any of the Securities for cash or property or
         otherwise. For all purposes of this Section 9.02(b), an event of
         default which existed or was continuing with respect to the Primary
         Indebtedness, the holders of which initiated the Blockage Period, on
         the date such Blockage Period commenced may not be or be made the
         basis for the commencement of any subsequent Blockage Period by the
         holder or holders of such Primary Indebtedness (or a representative
         of such holder or holders) unless such event of default is cured or
         waived or has ceased to exist for a period of not less than 90
         consecutive days.


                                     -33-
<PAGE>



                  (c) In the event that, notwithstanding the foregoing, any
         payment shall be received directly or indirectly by the Trustee or
         any Holder when such payment is prohibited by Section 9.02(a) or
         9.02(b), such payment shall be held in trust for the benefit of, and
         shall forthwith be paid over or delivered to, the holders of Primary
         Indebtedness, of their respective representatives, or to the trustee
         or trustees under any indenture pursuant to which any of such Primary
         Indebtedness may have been issued, as their respective interests may
         appear, but only to the extent that, upon notice from the Trustee to
         the holders of Primary Indebtedness, as the case may be, that such
         prohibited payment has been made, the holders of the Primary
         Indebtedness notify the Trustee of the amounts then due and owing on
         the Primary Indebtedness, if any, and only the amounts specified in
         such notice to the Trustee shall be paid to the holders of Primary
         Indebtedness.

         The foregoing subordination provisions shall in no way be affected,
modified, waived or revoked by the occurrence of any Event of Default
hereunder or any acceleration of the maturity of the Securities in consequence
thereof.

         Section 9.03 Notice to Trustee of Specified Events; Reliance on
Certificate of Custodian. The Corporation shall give prompt written notice to
the Trustee and the Paying Agent of any Specified Event affecting the
Corporation. The Trustee and the Paying Agent shall be entitled to assume that
no Specified Event has occurred unless the Corporation has given such notice.

         Upon any distribution of assets of the Corporation or payment by or
on behalf of the Corporation referred to in Section 9.02, the Trustee and the
Securityholders shall be entitled to rely upon any order or decree of a court
or governmental body of competent jurisdiction in which any proceedings
relating to a Specified Event are pending, and the Trustee and the
Securityholders shall be entitled to rely upon a certificate of the custodian
or agent or other Person making any distribution to the Trustee or to the
Securityholders for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of Senior Debt and other
Indebtedness of the Corporation, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

         Section 9.04 Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice.

                  (a) Subject to Section 2.17, nothing contained in this
         Article or elsewhere in this Indenture, or in any of the Securities,
         shall prevent the Corporation from making payment of or on account of
         the principal of, premium, if any, or interest on the Securities, or
         from depositing with the Trustee moneys for such payments, or prevent
         the Trustee from making payments from moneys deposited with it
         hereunder for the payment of or on account of the principal of,
         premium, if any, or interest on the


                                     -34-
<PAGE>



         Securities if such payment or deposit is not contrary to the
         conditions described in Section 9.02 on the date of such payment or
         deposit.

                  (b) The Trustee shall not at any time be charged with
         knowledge of the existence of any facts which would prohibit the
         making of any payment to or by the Trustee, unless and until the
         Trustee shall have received written notice thereof at its Corporate
         Trust Office from the Corporation at least three business days prior
         to any payment date. Thereafter, the Trustee shall use its best
         efforts to prevent any prohibited payment under Section 9.02. Prior
         to the receipt of any such written notice the Trustee shall be
         entitled to assume conclusively that no such facts exist, and shall
         be fully protected in making any such payment in any such event.

         Section 9.05 Absolute Obligation to Pay. Subject to Section 2.17,
nothing contained in this Indenture or in the Securities shall:

                  (1) impair, as between the Corporation and the
         Securityholders, the obligation of the Corporation, which is absolute
         and unconditional, to pay the principal of and interest on the
         Securities in accordance with their terms;

                  (2) affect the relative rights of the Securityholders and
         creditors of the Corporation other than holders of Senior Debt;

                  (3) prevent the Trustee or any Securityholder from
         exercising all or any of its available remedies upon a Default or an
         Event of Default.

         Section 9.06 Trustee's Rights as Holder of Senior Debt. The Trustee
in its individual or any other capacity may hold Senior Debt with the same
rights it would have if it were not the Trustee. Any Agent may do the same
with like rights.

         Section 9.07 No Implied Obligations to Holders of Senior Debt. No
implied covenants or obligations with respect to the holders of Senior Debt
shall be read into this Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Debt and shall
not be liable to any such holder if it shall pay over or distribute to or on
behalf of Securityholders or the Corporation moneys or assets to which any
holder of Senior Debt shall be entitled.

         Section 9.08 Enforceability of Subordination. The rights of any
holder of Senior Debt to enforce the subordination of the Indebtedness
evidenced by the Securities shall not be prejudiced or impaired by any act or
failure to act by the Corporation or by its failure to comply with the
Indenture.


                                     -35-
<PAGE>



         Section 9.09 Trustee Authorized to Effectuate Subordination. Each
Securityholder, by accepting a Security, authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.


                                   ARTICLE X

                                  REDEMPTION

         Section 10.01 Optional Redemption; Notice of Redemption. The
Corporation may redeem all, but not less than all, of the outstanding
Securities at any time after the [THE DATE WHICH IS THE THIRD ANNIVERSARY OF
THE CLOSING WILL BE INSERTED] upon payment of the Principal amount plus all
accrued and unpaid interest thereon to the date of the redemption, provided
that if the redemption date occurs after the Record Date and before the
Interest Payment Date to which that Record Date relates, the interest
otherwise payable on that Interest Payment Date shall not be paid by the
Corporation.

         If the Corporation elects to redeem Securities pursuant to this
subparagraph, it shall furnish to the Trustee an Officer's Certificate
notifying the Trustee of the Redemption Date at least 50 days but not more
than 90 days before such Redemption Date.

         Section 10.02 Notice of Redemption. At least 30 days but not more
than 60 days before a Redemption Date, the Trustee shall mail a notice of
redemption by first-class mail to each Holder stating that the Securities are
to be redeemed in the Corporation's name and at its expense.

         The notice shall state:

                  (1)  the Redemption Date;

                  (2) the Redemption Price and the amount of accrued and
         unpaid interest to be paid;

                  (3) the name and address of the Paying Agent or Agents; and

                  (4) that the Securities must be surrendered to a Paying
         Agent to collect the Redemption Price.

         Section 10.03 Effect of Notice of Redemption. Once notice of
redemption is mailed, the Securities called for redemption become due and
payable on the specified Redemption Date at the Redemption Price plus accrued
and unpaid interest to the Redemption Date.



                                     -36-
<PAGE>



         Section 10.04  Deposit of the Redemption Price.

                  (a) On the Redemption Date, the Corporation shall deposit
         for the pro-rata benefit of the Holders of the Securities the funds
         necessary for the payment of the Redemption Price with a bank or
         trust company in the Borough of Manhattan, The City of New York,
         having a capital and surplus of at least $100,000,000. Holders shall
         thereafter have the right to receive payment of the Redemption Price
         for such Securities by surrendering to the Corporation, at its
         principal office or at such other office or agency maintained by the
         Corporation for that purpose, the Securities to the Corporation, at
         its principal office or at such other office or agency maintained by
         the Corporation for that purpose. Any monies so deposited by the
         Corporation with a bank or trust company pursuant to this
         subparagraph (a) and unclaimed at the end of five years from the
         Redemption Date shall revert to the general funds of the Corporation.
         After such reversion, any such bank or trust company shall, upon
         demand, pay over to the Corporation such unclaimed amounts and
         thereupon such bank or trust company shall be relieved of all
         responsibility in respect thereof to such Holder and such Holder
         shall look only to the Corporation for the payment of the Redemption
         Price. Any interest accrued on funds so deposited pursuant to this
         paragraph (a) shall be paid from time to time to the Corporation for
         its own account; and

                  (b) Upon the deposit for funds pursuant to subparagraph (a)
         of this Section in respect of outstanding Securities, the Securities
         represented thereby shall no longer be deemed outstanding, the rights
         to receive interest thereon shall cease to accrue from and after the
         Redemption Date and all rights of the Holders shall cease and
         terminate, excepting only the right to receive the Redemption Price
         therefor.


                                  ARTICLE XI

                                 MISCELLANEOUS

         Section 11.01 Trust Indenture Act Controls. Any provision of this
Indenture which would be required to be contained herein if the Indenture were
qualified under the TIA shall be construed and interpreted in accordance with
interpretations of the TIA by courts and the Commission.

         Section 11.02 Notices. Any notice or communication to the Corporation
or the Trustee is duly given if in writing and delivered in person or mailed
by first-class mail to the following address:



                                     -37-
<PAGE>



                  The Corporation's address is:

                  Toy Biz, Inc.
                  685 Third Avenue
                  New York, New York  10017
                  Attention: Chief Executive Officer

                  The Trustee's address is:

                  [                                             ]
                  [                                             ]
                  [                                             ]
                  Attention:     [                                         ]
                               Telephone:  [                              ]
                               Telecopy:    [                             ]

         With respect to notices between the Trustee and the Corporation only,
notices may also be given by facsimile transmission with receipt confirmed by
telephone and followed by an original sent by guaranteed overnight courier.

         The Corporation or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication to a Securityholder shall be in writing
and mailed by first-class mail to his address shown on the register kept by
the Registrar. Failure to mail a notice or a communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders.

         If a notice or communication is delivered or mailed, as the case may
be, in the manner provided above within the time prescribed, it is duly given,
whether or not the addressee receives it.

         If the Corporation mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the
same time.

         Section 11.03 Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Trustee shall comply with the provisions of TIA Section
312(b). The Corporation, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).



                                     -38-
<PAGE>



         Section 11.04 Certificate and Opinion as to Conditions Present. Upon
any request or application by the Corporation to the Trustee to take any
action under this Indenture, the Corporation shall furnish to the Trustee:

                  (a) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with;
         and

                  (b) an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

         Section 11.05 Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

                  (1) a statement that the person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such person, he has
         made such examination or investigation as is necessary to enable him
         to express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

         Section 11.06 Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or a meeting of Securityholders. The Registrar
or Paying Agents may make reasonable rules and set reasonable requirements for
their functions.

         Section 11.07 Legal Holidays. A "Legal Holiday" with respect to any
place is a Saturday, a Sunday or a day on which banking institutions are not
required to be open in such place. If a payment date is a Legal Holiday at a
place of payment, payment may be made at the place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

         Section 11.08 No Recourse Against Others. The Securities and the
obligations of the Corporation under this Indenture are solely obligations of
the Corporation and no officer, director, employee or stockholder shall as
such be liable for any failure by the Corporation to pay amounts on the
Securities when due or perform any such obligation.



                                     -39-
<PAGE>



         Section 11.09 Duplicate Originals. The parties may sign any number of
copies of this Indenture. One signed copy is enough to prove this Indenture.

         Section 11.10 Governing Law. The internal laws of the State of
Delaware shall govern this Indenture and the Securities.

         Section 11.11 No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Corporation or a Sub sidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

         Section 11.12 Successors. All agreements of the Corporation in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         Section 11.13 Severability. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

         Section 11.14 Table of Contents, Headings, etc. The Table of Contents
and headings of the Articles and Sections of this Indenture have been inserted
for the convenience of reference only, are not to be considered a part
thereof, and shall in no way modify or restrict any of the terms or provisions
hereof.
















                                     -40-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

                                              TOY BIZ, INC.


                                              By:
                                                    ---------------------------
                                              Name:
                                                    ---------------------------
                                              Title:
                                                    ---------------------------


Attest:




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

                                              [                      ]
                                              as Trustee


                                              By:
                                                    ---------------------------
                                              Name:
                                                    ---------------------------
                                              Title:
                                                    ---------------------------



Attest:



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




                                     -41-
<PAGE>

                                                                     Exhibit A

                          [Form of Face of Security(1)]

THE DEBENTURES EVIDENCED BY THIS CERTIFICATE MAY BE ISSUED AND TRANSFERRED
ONLY IN DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES THEREOF (OR SUCH
GREATER AMOUNT AS MAY BE REQUIRED BY APPLICABLE STATE OR FEDERAL LAW).

No. __________                                                      $__________

                                 TOY BIZ, INC.
            8% Convertible Subordinated Voting Debentures due 2011

    Toy Biz, Inc., a Delaware corporation, promises to pay ___________ or
registered assigns, the principal sum of ____________ Dollars on __________,
2011, unless earlier redeemed or accelerated after an Event of Default on the
terms and in the manner described in the Indenture, as hereinafter defined,
and to pay interest thereon at the rate of 8% per annum. Payment of principal
and interest shall be made in the method and subject to the terms set forth in
provisions appearing on the reverse hereof, which provisions, in their
entirety, shall for all purposes have the same effect as if set forth at this
place.

         IN WITNESS WHEREOF, Toy Biz, Inc. has caused this instrument to be
executed in its corporate name by the manual or facsimile signature of its
President or a Vice President and attested by its Secretary or an Assistant
Secretary.

Dated:  [               ]
                                            TOY BIZ, INC.
(SEAL)

                                            By: _____________________________

                                            Attest:


                                            By: _____________________________

--------

1    Both the face and reverse of this form of Security are subject to change
     to reflect any changes made in the Form of Indenture to which this Form
     of Security is attached. No such change in the Form of Security shall be
     made which materially adversely affects the rights and interests of
     holders of 8% Preferred Stock without the consent of the holders so
     affected, as provided in the Indenture.


                                      A-1
<PAGE>



                FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the 8% Convertible Subordinated Voting Debentures due
2011 referred to in the within-mentioned Indenture.


Dated:                     [________________]
                                                     as Trustee



                     By: _________________________________
                             Authorized Signatory



























                                      A-2

<PAGE>



                         [Form of Reverse of Security]

                                 TOY BIZ, INC.


         1. The Securities. This Security is one of a duly authorized Issue of
subordinated voting debentures issued by Toy Biz, Inc., a Delaware corporation
(the "Corporation"), designated as its 8% Convertible Subordinated Voting
Debentures due ____, 2011 and referred to hereinafter as the "Securities".

         2. Interest. The Corporation promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The
Corporation will pay interest on the first business day of [March, June,
September and December] in each year (each an "Interest Payment Date"),
commencing on the first Interest Payment Date following the date of issuance
hereof. Interest on the Securities will accrue from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid,
from the date hereof. Interest shall be payable at the option of the Board of
Directors of the Corporation (x) in cash, (y) in additional Securities having
an aggregate Principal amount equal to the interest payment due, or (z) in any
combination of cash and additional Securities valued on such basis. Interest
will be computed on the basis of a three hundred sixty five (365) day year (or
three hundred sixty six (366) days in a leap year).

         3. Method of Payment; Form. The Corporation will pay interest on the
Securities to the persons who are registered Holders of Securities at the
close of business on the last day (whether or not such day is a Business Day)
of the month preceding the month in which an Interest Payment Date (a "Record
Date") occurs even though Securities are canceled after the Record Date and on
or before the Interest Payment Date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Corporation will pay principal
and cash interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. However, the Corporation
or the Paying Agent may, at its election, pay principal and cash interest by
check payable in such money. It may mail an interest check to a Holder's
registered address.

         4. Paying Agents and Registrar. The Trustee (as defined herein) will
act as a Paying Agent and Registrar. The Corporation may change any Paying
Agent or Registrar without notice to any Securityholder. The Corporation may
act in any such capacity.

         5. Indenture. The Corporation issued the Securities under an
Indenture dated as of [ ] (the "Indenture"), between the Corporation and [ ],
as trustee (the "Trustee"). The Securities were issued pursuant to the
exchange of the 8% Cumulative Convertible Preferred Stock of the Corporation
(the "8% Preferred Stock") pursuant to the terms thereof. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 as amended, and as
in effect from time to time (the "Trust Indenture Act"). The Securities are
subject to all such terms and


                                      A-3
<PAGE>



Securityholders are referred to the Indenture and such Act for a statement of
such terms. The Securities are unsecured general obligations of the
Corporation. The indebtedness evidenced by this Security is unsecured by the
assets of the Corporation or any of its affiliates. This Security is not
eligible as collateral for any loan by the Corporation.

         6. Subordination. The Securities are subordinated to Senior Debt on
liquidation of the Corporation, any event of default in respect of Senior Debt
(as defined in the Indenture) and certain other events specified in the
Indenture.

         7. Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in denominations of $1,000 (or such greater
amount as may be required by applicable State or Federal law) and integral
multiples of $1,000 in excess thereof. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes or other governmental
charges and fees required by law or permitted by the Indenture. The Registrar
need not exchange or register the transfer of any Security or portion of a
Security selected for redemption. Also, it need not exchange or register the
transfer of any Securities for a period of 15 days before a selection of
Securities to be redeemed.

         8. Redemption. The Corporation may redeem all, but not less than all,
of the outstanding Securities at any time after [THE DATE WHICH IS THE THIRD
ANNIVERSARY OF THE CLOSING WILL BE INSERTED] upon payment of the Principal
amount, plus all accrued and unpaid interest thereon, provided that if the
redemption date occurs after an Record Date and before the Interest Payment
Date to which that Record Date relates, the interest otherwise payable on that
Interest Payment Date shall not be paid by the Corporation.

         Notice of redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at his registered address.

         The securities are not subject to any sinking fund.

         9. Persons Deemed Owners. The registered Holder of a Security may be
treated as its owner for all purposes.

         10. Amendments and Waivers. The Indenture or the Securities may be
amended with the consent of the Holders of at least a majority in principal
amount of the then-outstanding Securities, and may be amended without the
consent of any Securityholder, to cure any ambiguity, defect or inconsistency,
to provide for assumption of the Corporation's obligations to Securityholder,
to make any change that does not adversely affect the rights of any
Securityholder or to take any action necessary to qualify the Indenture under
the Trust Indenture Act.



                                      A-4
<PAGE>



         11. Defaults and Remedies. An Event of Default is: default for 30
days in payment of interest on the Securities; default in payment of principal
or premium on the Securities (including any sinking fund payments) when it
becomes due and payable at maturity or upon redemption, acceleration or
otherwise; failure by the Corporation for 30 days after notice to it to comply
with any of its other agreements or covenants in the Indenture or the
Securities or the Holders of at least 25% in principal amount of the then
outstanding Securities notify the Corporation and the Trustee of such Default.
Subject to paragraph 17 of this Security, if an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then-outstanding Securities may declare all the Securities to be due and
payable immediately. Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations described in the Indenture, Holders
of a majority in principal amount of the then-outstanding Securities may
direct the Trustee in its exercise of any trust or power.

         12. Trustee Dealings with Corporation. The Trustee in its individual
or any other capacity, may make loans to, and perform services for the
Corporation or its Affiliates, and may otherwise deal with the Corporation or
its Affiliates, as if it were not Trustee.

         13. No Recourse Against Others. The Securities and the obligations of
the Corporation under the Indenture are solely obligations of the Corporation
and no officer, director, employee or stockholder of the Corporation shall as
such be liable for any failure of the Corporation to pay amounts on the
Securities when due or perform any such obligation.

         14. Unclaimed Money. If money for the payment of principal of or
interest on any Security remains unclaimed for two years, the Trustee or its
Agents will pay the money back to the Corporation at the Corporation's
request. After that, Holders entitled to this money must look to the
Corporation for payment, unless a law governing abandoned property designates
another person.

         15. Discharge Upon Redemption or Maturity. Subject to the terms of
the Indenture, the Indenture will be discharged and canceled upon the payment
of all the Securities.

         16. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.

         17. Conversion. A holder of a Security may convert it into Common
Stock of the corporation at any time before the close of business on [THE DATE
WHICH IS THE THIRTEENTH ANNIVERSARY OF THE CLOSING WILL BE INSERTED].

         To convert a Security a Holder must (1) complete and sign the
conversion notice on the back of the Security, (2) surrender the Security to
the Corporation, (3) furnish appropriate


                                      A-5
<PAGE>



endorsements and transfer documents if required by the Registrar or the
Corporation, and (4) pay any transfer or similar tax if required.

         18. Certain Limitations on Securities. This Security is not secured
by the assets of the Corporation, or any of its Affiliates or Subsidiaries,
and is not eligible as collateral for any loan by the Corporation.

         19. Definitions. Terms defined in the Indenture and not otherwise
defined in this Security are used in this Security with the meanings so
defined.

         20. Abbreviations. Customary abbreviations may be used in the name of
a Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and UNIF GIFT
MIN ACT (= Uniform Gifts to Minors Act).

         The Corporation will furnish to any Securityholder upon written
request and without charge a copy of the Indenture, which has in it the text
of this Security in larger type. Requests may be made to: Toy Biz, Inc., 685
Third Avenue, New York, New York 10017, Attention:
Chief Executive Officer.



















                                      A-6
<PAGE>



                                ASSIGNMENT FORM

         To assign this Security, fill in the form below: For valuable
consideration, the undersigned registered Holder or Holders of this Security
assign and transfer this Security to


-------------------------------------------------------------------------------
                 (Insert assignee's soc. sec. or tax I.D. no.)


-------------------------------------------------------------------------------
             (Print or type assignee's name, address and zip code)



and irrevocably constitute and appoint _________________ agent transfer this
Security on the books of the Corporation. The agent may substitute another act
for him.


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


Date:                             Your signature
                                                -------------------------------

                                  (Sign exactly as your name appears
                                  on the other side of this Security)

                                  Signature Guaranteed


                                  By
                                    -------------------------------------------











                                      A-7
<PAGE>


                               CONVERSION NOTICE


               To convert this Security into Common Stock of the
               Company, check the box:


                                   ---------

                                   ---------

               If you want the stock certificate made out in
               another person's name fill in the form below:

                                   ---------

                                   ---------

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

-------------------------------------------------------------------------------
             (insert other person's social security tax I.D. no.)

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

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

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

-------------------------------------------------------------------------------
           (Print or type other person's name, address and zip code)



Date:                             Your signature
                                                -------------------------------
                                  (Sign exactly as your name appears
                                  on the other side of this Security)

                                  Signature Guaranteed


                                  By
                                    -------------------------------------------



                                      A-8

<PAGE>











                                 TOY BIZ, INC.

                                    BY-LAWS

                           (as restated and amended)


<PAGE>



                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>                                 <C>                                                                         <C>
ARTICLE 1  OFFICES................................................................................................1
         Section 1.1.               Registered Office.............................................................1
         Section 1.2.               Other Offices.................................................................1

ARTICLE 2  MEETINGS OF STOCKHOLDERS...............................................................................1
         Section 2.1.               Place of Meetings.............................................................1
         Section 2.2.               Annual Meetings...............................................................1
         Section 2.3.               Special Meetings..............................................................2
         Section 2.4.               Notice of Meetings............................................................2
         Section 2.5.               Quorum........................................................................2
         Section 2.6.               Notice of Stockholder Business
                                    and Nominations...............................................................4
         Section 2.7.               Organization..................................................................6
         Section 2.8.               Voting........................................................................6
         Section 2.9.               No Stockholder Action by Written Consent......................................8
         Section 2.10.              Inspectors....................................................................8
         Section 2.11.              List of Stockholders..........................................................8

ARTICLE 3  BOARD OF DIRECTORS.....................................................................................9
         Section 3.1.               Number of Directors...........................................................9
         Section 3.2.               General Powers................................................................9
         Section 3.3.               Election of Directors........................................................11
         Section 3.4.               Tenure and Qualifications....................................................11
         Section 3.5.               Quorum and Manner of Acting..................................................11
         Section 3.6.               Action by Communications Equipment ..........................................11
         Section 3.7.               Offices, Place of Meeting and Records........................................11
         Section 3.8.               Annual Meeting...............................................................12
         Section 3.9.               Regular Meetings.............................................................12
         Section 3.10.              Special Meetings; Notice.....................................................12
         Section 3.11.              Organization.................................................................12
         Section 3.12.              Order of Business............................................................13
         Section 3.13.              Removal of Directors.........................................................13
         Section 3.14.              Resignation..................................................................13
         Section 3.15.              Vacancies....................................................................13
         Section 3.16.              Compensation.................................................................13
         Section 3.17.              Interested Directors.........................................................14

ARTICLE 4  ACTION BY CONSENT.....................................................................................14
         Section 4.1.               Consent by Directors.........................................................14
         Section 4.2.               Consent by Stockholders......................................................14

ARTICLE 5  OFFICERS..............................................................................................15
         Section 5.1.               Number.......................................................................15
         Section 5.2.               Election, Qualifications and Term
                                    of Office....................................................................15
         Section 5.3.               Removal......................................................................15
         Section 5.4.               Resignation..................................................................15


                                      -i-

<PAGE>



         Section 5.5.               Vacancies....................................................................16
         Section 5.6.               Chairman of the Board........................................................16
         Section 5.7.               Chief Executive Officer......................................................16
         Section 5.8.               President....................................................................16
         Section 5.9.               Chief Financial Officer......................................................16
         Section 5.10.              Treasurer....................................................................17
         Section 5.11.              Secretary....................................................................17
         Section 5.12.              Other Officers...............................................................17
         Section 5.13.              Salaries.....................................................................18

ARTICLE 6  INDEMNIFICATION, ETC..................................................................................18
         Section 6.1.               Indemnification and Advances of Expenses.....................................18
         Section 6.2.               Employees and Agents.........................................................19
         Section 6.3.               Repeal or Modification.......................................................19
         Section 6.4.               Other Indemnification........................................................19

ARTICLE 7  CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.........................................................20
         Section 7.1.               Execution of Contracts.......................................................20
         Section 7.2.               Loans........................................................................20
         Section 7.3.               Checks, Drafts, etc..........................................................20
         Section 7.4.               Deposits.....................................................................21
         Section 7.5.               Proxies in Respect of Securities
                                    of Other Corporations........................................................21

ARTICLE 8  BOOKS AND RECORDS.....................................................................................21
         Section 8.1.               Place........................................................................21
         Section 8.2.               Addresses of Stockholders....................................................21
         Section 8.3.               Record Dates.................................................................22
         Section 8.4.               Audit of Books and Accounts..................................................22

ARTICLE 9  SHARES AND THEIR TRANSFER.............................................................................22
         Section 9.1.               Certificates of Stock........................................................22
         Section 9.2.               Record.......................................................................23
         Section 9.3.               Transfer of Stock............................................................23
         Section 9.4.               Transfer Agent and Registrar;
                                    Regulations..................................................................23
         Section 9.5.               Lost, Destroyed or Mutilated
                                    Certificates.................................................................23

ARTICLE 10  SEAL.................................................................................................24

ARTICLE 11  FISCAL YEAR..........................................................................................24

ARTICLE 12  NOTICE...............................................................................................24
         Section 12.1.              Delivery of Notices..........................................................24
         Section 12.2.              Waivers of Notice............................................................25

ARTICLE 13  AMENDMENTS...........................................................................................25
         Section 13.1.              By-Laws......................................................................25

ARTICLE 14  DIVIDENDS............................................................................................25
</TABLE>


                                     -ii-
<PAGE>


                                 TOY BIZ, INC.

                                    By-Laws

                           (as restated and amended)

                                  ARTICLE 1.

                                    OFFICES

                  Section 1.1. Registered Office.  The registered office and
registered agent of the Corporation in the State of Delaware shall be as set
forth in the Corporation's Certificate of Incorporation.

                  Section 1.2. Other Offices. The Corporation may also have an
office at such other place or places either within or without the State of
Delaware from time to time as the Board of Directors may determine or the
business of the Corporation may require.


                                  ARTICLE 2.

                           MEETINGS OF STOCKHOLDERS

                  Section 2.1. Place of Meetings. All meetings of the
stockholders of the Corporation shall be held at such place either within or
without the State of Delaware as may be designated from time to time by the
Board of Directors.

                  Section 2.2. Annual Meetings.

                  (a) The annual meeting of the stockholders for the election
of directors and for the transaction of such other business as may properly
come before the meeting shall be held at such date, time and place either
within or without the State of Delaware, as may be designated by the Board of
Directors from time to time.

                  (b) In respect of the annual meeting for any particular year
the Board of Directors may, by resolution fix a different day, time or place
(either within or without the State of Delaware) for the annual meeting.

                  (c) If the election of directors shall not be held on the
day fixed by the Board for any annual meeting, or on the day of any adjourned
session thereof, the Board of Directors shall cause the election to be held at
a special meeting as soon thereafter as conveniently may be. At such special
meeting, the

<PAGE>



stockholders may elect the directors and transact such other business properly
before the meeting with the same force and effect as at an annual meeting duly
called and held.

                  Section 2.3. Special Meetings. A special meeting of the
stockholders for any purpose or purposes may be called at any time or from
time to time by the Chief Executive Officer or Chairman of the Board, and
shall be called at any time or from time to time at the request in writing of
a majority of the total number of directors in office. A special meeting shall
also be called by the Chief Executive Officer or the Secretary upon the
written request of not less than 15% in interest of the Stockholders entitled
to vote thereat. At any special meeting, no business shall be transacted and
no corporate action shall be taken other than as stated in the notice of the
meeting.

                  Section 2.4. Notice of Meetings.

                  (a) Except as otherwise required by law or the Certificate
of Incorporation, written notice of each annual or special meeting of the
stockholders shall be given to each stockholder of record entitled to vote at
such meeting not less than ten days nor more than sixty days before the date
of such meeting. Every such notice shall state the date, time and place of the
meeting and, in case of a special meeting, shall state briefly the purposes
thereof.

                  (b) Attendance of a stockholder at a meeting, in person or
by proxy, shall constitute a waiver of notice of such meeting, except when
such stockholder attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business on the
grounds that the meeting is not lawfully called or convened. Notice of any
adjourned meeting of the stockholders shall not be required to be given except
by announcement at the meeting so adjourned or when expressly required by law.


                  Section 2.5. Quorum.

                  (a) At each meeting of the stockholders, except where
otherwise provided by law, the Certificate of Incorporation or these By-Laws,
the holders of record of a majority in voting power of the issued and
outstanding shares of stock of the Corporation entitled to vote at such
meeting, present in person or represented by proxy, shall be required to
constitute a quorum for the transaction of business. Where a separate vote by
class or classes or one or more series of a class or classes of stock is
required by law or the Certificate of Incorporation for any matter, the
holders of a majority in voting power of the issued and outstanding shares of
each such class or classes or one or more series of a class or classes
entitled to vote, present in


                                      -2-
<PAGE>



person or represented by proxy, shall be required to constitute a quorum with
respect to a vote on that matter, except that where the unanimous affirmative
vote or written consent of all of the holders of the outstanding shares of a
class or classes of stock is required by the Certificate of Incorporation with
respect to any matter, all of the holders of the outstanding shares of such
class or classes entitled to vote, present in person or by proxy, shall be
required to constitute a quorum with respect to a vote on that matter. For
purposes of these By-Laws, the term "total voting power" shall mean, (a) in
the case of matters which do not require a separate vote by class or classes
or one or more series of a class or classes of stock, the aggregate number of
votes which all of the shares of stock, excluding the votes of shares of stock
having such entitlement only upon the happening of a contingency, would be
entitled to cast in the election of directors to the Board of Directors, if
all such shares of stock were present at a meeting of the Corporation's
stockholders for the purpose of the election of directors, and (b) in the case
of matters which do require a separate vote by class or classes or one or more
series of a class or classes of stock, the aggregate number of votes which all
of the shares of such class or classes or one or more series of a class or
classes of stock, excluding the votes of shares of stock having such
entitlement only upon the happening of a contingency, would be entitled to
cast on any such matter, if all of the shares of such class or classes or one
or more series of a class or classes of stock were present and voted at a
meeting of the Corporation's stockholders for the purpose of stockholder
action on such matter.

                  (b) In the absence of a quorum at any annual or special
meeting of stockholders, a majority in total voting power of the shares of
stock entitled to vote, or in the case of matters requiring a separate vote by
any class or classes or one or more series of a class or classes of stock, a
majority in total voting power of the shares of each such class or classes or
one or more series of a class or classes entitled to vote, present in person
or represented by proxy or, in the absence of all such stockholders, any
person entitled to preside at or act as secretary of such meeting, shall have
the power to adjourn the meeting from time to time, if the date, time and
place thereof are announced at the meeting at which the adjournment is taken.
At any such adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as
originally called. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.




                                      -3-

<PAGE>




                  Section 2.6. Notice of Stockholder Business and
Nominations.

                  (a) Annual Meetings of Stockholders. (i) Nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (A) pursuant to the Corporation's notice of
meeting, (B) by or at the direction of the Board of Directors or (C) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this By-Law, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this By-Law.

                  (ii) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (C) of
paragraph (a)(i) of this By-Law, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the 60th day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or after such anniversary date, notice by
the stockholder to be timely must be so delivered not later than the close of
business on the later of the 60th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such meeting
is first made by the Corporation. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving
of a stockholder's notice as described above. Such stockholder's notice shall
set forth (A) as to each person whom the stockholder proposes to nominate for
election or re-election as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (B) as to any other business that
the stockholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (C) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or


                                      -4-
<PAGE>



proposal is made (x) the name and address of such stockholder, as they appear
on the Corporation's books, and of such beneficial owner and (y) the class and
number of shares of the Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner.

                  (iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this By-Law to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-Law shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the 10th day following the day on which such public
announcement is first made by the Corporation.

                  (b) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant
to the Corporation's notice of meeting (i) by or at the direction of the Board
of Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this ByLaw. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be),for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(ii) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 90th day prior to
such special meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th day following the day
on which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.


                                      -5-

<PAGE>



                  (c) General. (i) Only such persons who are nominated in
accordance with the procedures set forth in this By-Law shall be eligible to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-Law. Except as otherwise provided by law,
the Certificate of Incorporation or these By-Laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this By-Law
and, if any proposed nomination or business is not in compliance with this
By-Law, to declare that such defective proposal or nomination shall be
disregarded.

                  (ii) For purposes of this By-Law, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                  (iii) Notwithstanding the foregoing provisions of this
By-Law, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

                  Section 2.7. Organization. At each meeting of the
stockholders, the Chairman of the Board or in his absence, the Chief Executive
Officer, or in his absence, the President or any other officer designated by
the Board, shall act as chairman of and preside over the meeting, and the
Secretary or an Assistant Secretary of the Corporation, or any other person
whom the chairman of such meeting shall appoint, shall act as secretary of the
meeting and keep the minutes thereof.

                  Section 2.8.      Voting.

                  (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders or in the case of any written consent of stockholders, and for
all other purposes, each holder of record of shares of Common Stock on the
relevant record date shall be entitled to one (1) vote for each share of
Common Stock standing in such person's name on the stock transfer records of
the

                                      -6-
<PAGE>



Corporation.  If no such record date shall have been fixed by the
Board, then the record date shall be as fixed by applicable law.

                  (b) Persons holding a share or shares of stock in a
fiduciary capacity shall be entitled to vote the share or shares so held and
to consent in writing with respect to such share or shares. If shares of stock
stand of record in the names of two or more persons, or if two or more persons
have the same fiduciary relationship respecting the same shares of stock, such
persons may designate in writing one or more of their number to represent such
stock and vote the shares so held, unless there is a provision to the contrary
in the instrument or order, if any, defining their powers and duties,
appointing them, or creating their relationship, and a copy of such instrument
or order is furnished to the Secretary of the Corporation along with written
notice to the contrary.

                  (c) Persons whose stock is pledged shall be entitled to vote
the pledged shares, unless in the transfer by the pledgor on the books of the
Corporation the pledgor has expressly empowered the pledgee to vote thereon,
in which case only the pledgee, or his proxy, may represent such stock and
vote thereon.

                  (d) Any stockholder entitled to vote may do so in person or
by his proxy appointed by an instrument in writing subscribed by such
stockholder or by his attorney thereunto authorized, delivered to the
secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer
period. The provisions of this subsection 2.8(d) are not intended to and do
not limit the manner in which a stockholder may authorize another person or
persons to act for him as proxy.

                  (e) At all meetings of the stockholders at which a quorum is
present, except as otherwise provided by law or by the Certificate of
Incorporation or these By-Laws, all matters shall be decided by the
affirmative vote of the holders of a majority in voting power of the shares
entitled to vote thereon and present in person or represented by proxy at such
meeting, voting as a single class. Except as otherwise provided by the
Certificate of Incorporation, where a separate vote by class or classes or one
or more series of a class or classes of stock is required for any matter, such
matters shall be decided by the affirmative vote of the holders of a majority
in voting power of the shares of each such class or classes or one or more
series of a class or classes entitled to vote thereon and present in person or
represented by proxy at such meeting, a quorum being present. Except as
otherwise provided by the Certificate of Incorporation or these By-Laws,
directors shall be elected by the affirmative vote of a plurality in voting
power of the shares present in person or represented by proxy and entitled to
vote for the election of directors at a meeting at which a quorum is present.



                                      -7-
<PAGE>




                  Section 2.9. No Stockholder Action by Written Consent.
Subject to the rights of the holders of any series of Preferred Stock with
respect to such series of Preferred Stock, any action required or permitted to
be taken by the stockholders of the Corporation must be effected at a meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholder.

                  Section 2.10. Inspectors. The Corporation shall, in advance
of any meeting of the stockholders, appoint one or more inspector to act at
the meeting of the stockholders and make a written report thereof. Such
inspectors, among other things, shall accept and count the votes for and
against the matters presented for a vote, make a written report of the results
of such votes, and subscribe and deliver to the secretary of the meeting a
certificate stating the number of shares of stock issued and outstanding and
entitled to vote thereon and the number of shares voted for and against the
questions presented. If no inspector or alternate is able to act at a meeting
of stockholders, the chairman of the meeting shall appoint one or more
inspectors to act at the meeting. The inspectors need not be stockholders of
the Corporation, and any director or officer of the Corporation may be an
inspector on any matter subject to a vote other than a vote for or against his
election to any position or office on or with the Board or the Corporation or
on any other matter subject to a vote in which he may be directly interested.
Before entering upon the discharge of any of his duties as such, each
inspector shall subscribe an oath faithfully to execute the duties of an
inspector with strict impartiality and according to the best of his ability.

                  Section 2.11.     List of Stockholders.

                  (a) It shall be the duty of the Secretary or other officer
of the Corporation who shall have charge of its stock ledger to prepare and
make, or cause to be prepared and made, at least ten days before every meeting
of the stockholders, a complete list of the stockholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting
is to be held.

                  (b) Such list shall be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present.



                                      -8-
<PAGE>




                  (c) The stock ledger shall be the conclusive evidence as to
who are the stockholders entitled to examine the stock ledger, and the list of
stockholders required by this Section 2.11, or the books of the Corporation,
or to vote in person or by proxy at any meeting of stockholders.



                                  ARTICLE 3.

                              BOARD OF DIRECTORS

                  Section 3.1. Number of Directors.  The number of Directors
which shall constitute the entire Board of Directors shall be eleven (11).

                  Section 3.2. General Powers.

                  (a) Except as otherwise provided in the Certificate of
Incorporation, the business, property, policies, and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

                  (b) Executive, Compensation, Audit and Other Committees. The
Board of Directors may, by resolution adopted by a Super Majority of the Board
(i) designate an Executive Committee to exercise, subject to applicable
provisions of law, all the powers of the Board in the management of the
business and affairs of the Corporation when the Board is not in session,
including without limitation the power to declare dividends, to authorize the
issuance of the Corporation's capital stock and to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware, (ii) designate a Compensation Committee to exercise,
subject to applicable provisions of law, the functions regularly administered
by committees of such type including, without limitation, the power to review
and recommend to the Board the compensation and benefit arrangements for the
officers of the Company, the administering of the stock option plans and
executive compensation programs of the Company, including bonus and incentive
plans applicable to officers and key employees of the Company and, (iii)
designate an Audit Committee to exercise, subject to applicable provisions of
laws, the functions regularly administered by committees of such type
including, without limitation, (A) the review of the professional services and
independence of the Corporation's independent auditors and the scope of the
annual external audit as recommended by the independent auditors, (B) to
ensure that the scope of the annual external audit by the independent auditors
of the Corporation is sufficiently comprehensive, (C) the review, in
consultation with the independent auditors and the internal auditors, the plan
and


                                      -9-
<PAGE>



results of the annual external audit, the adequacy of the Corporation's
internal control systems and the results of the Corporation's internal audits,
and (D) to review with management and the independent auditors, the
Corporation's annual financial statements, financial reporting practices and
the results of each external audit and(iv) by resolution similarly adopted,
designate one or more other committees. The Executive Committee, the
Compensation Committee, the Audit Committee and each such other committees
shall consist of five or more directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, other than the Executive Committee and the Compensation
Committee (the powers of which are expressly provided for herein), may to the
extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Under no circumstances may the committee members, in
their capacities as such, appoint another director to act in the place of such
absent or disqualified member. In the event that, and for so long as, there
are no duly appointed members, no duly designated alternate members, and no
duly appointed replacement members of one (1) or more committees of the Board,
the powers and authority that otherwise would be delegated to and exercised by
such committee shall be reserved to and exercised by the Board.

         A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Section 3.10 of these By-Laws. The Board shall have power at
any time to fill vacancies in, to change the membership of, or to dissolve any
such committee. Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part of persons
who are not directors of the Corporation; provided, however, that no such
committee shall have or may exercise any authority of the Board.

         Each committee of the Board shall keep regular minutes of its
proceedings and report the same to the Board when so requested by the Board.
Any such committee shall fix its own rules of procedure, subject to the
approval of the Board and the provisions of the Certificate of Incorporation
and of these By Laws.



                                     -10-
<PAGE>



                  Section 3.3. Election of Directors.  Except as otherwise
provided in the Certificate of Incorporation, the directors shall be elected by
the stockholders at the annual meeting of stockholders.

                  Section 3.4. Tenure and Qualifications. A director need not
be a stockholder. Each director shall hold office until the annual meeting of
the Stockholders next following his election and until his successor shall have
been elected and qualified, or until his death, or until he shall resign, or
until he shall have been removed or disqualified.

                  Section 3.5. Quorum and Manner of Acting.

                  (a) Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, a majority of the whole Board shall be
required to constitute a quorum for the transaction of business at any meeting
of the Board, and the affirmative vote of a majority of the directors present
at any meeting of the Board at which a quorum is present shall be required for
the taking of any action by the Board. Except as otherwise provided by law,
the Certificate of Incorporation, or By-Laws, a majority of the total number
of members of any committee of the Board shall be required to constitute a
quorum for the transaction of business at any meeting of such committee, and
the affirmative vote of a majority of the members of any committee of the
Board present at any meeting of such committee at which a quorum is present
shall be required for the taking of any action by such committee.

                  (b) In the absence of a quorum at any meeting of the Board
of Directors or of any committee of the Board, such meeting need not be held;
or a majority of the directors or committee members, as the case may be,
present thereat or, if no director or committee member be present, the
Secretary, may adjourn such meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting need not be given except by
announcement at the meeting at which the adjournment is taken.

                  Section 3.6. Action by Communications Equipment. The
directors may participate in a meeting of the Board or any committee thereof
by means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at such meeting.

                  Section 3.7. Offices, Place of Meeting and Records. The
Board and any committee of the Board may hold meetings and have an office or
offices at such place or places within or without the State of Delaware as the
Board or such committee, as the case may be, may from time to time determine.
The place of




                                     -11-
<PAGE>



meeting shall be as from time to time designated by the Board or such
committee, as the case may be, or as specified or fixed in the respective
notices or waivers of notice thereof, except where no notice of such meeting
is required, and except as otherwise provided by law, by the Certificate of
Incorporation or these ByLaws.

                  Section 3.8. Annual Meeting. The Board shall meet for the
purpose of organization, the election of principal officers and the
transaction of other business, if a quorum be present, immediately following
each annual election of directors by the stockholders; or the time and place
of such meeting may be fixed by a majority of the total number of directors in
office.

                  Section 3.9. Regular Meetings. Regular meetings of the Board
and committees of the Board shall be held at such places and at such times as
the Board or such committee, as the case may be, shall from time to time
determine. Notice of regular meetings need not be given.

                  Section 3.10. Special Meetings; Notice. Special meetings of
the Board of Directors shall be held whenever called by the Chief Executive
Officer or Chairman of the Board or by a majority of the total number of
directors in office. Special meetings of committees of the Board shall be held
whenever called by the Chief Executive Officer or Chairman of the Board, a
majority of the total number of directors in office or a majority of the
members of such committee. Notice of each such meeting shall be mailed to each
director or committee member, as the case may be, addressed to him at his
usual place of business at least ten days before the day on which the meeting
is to be held, or shall be sent to him at such place of business by facsimile
transmission or other available means, or delivered personally or by telephone
not later than 24 hours before the day on which the meeting is to be held.
Each such notice shall state the time and place of the meeting and the purpose
thereof. Notice of any such meeting need not be given to any director or
committee member, as the case may be, however, if waived by him in writing,
whether before or after such meeting shall be held, or if he shall be present
at such meeting other than for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

                  Section 3.11. Organization. At each meeting of the Board of
Directors, the Chairman of the Board or, in his absence, a director chosen by
a majority of the directors present shall act as chairman of and preside over
the meeting. At each meeting of any committee of the Board, the Chairman of
the Board, if he be a member of such committee, or in his absence, the member
of such committee designated as chairman of such committee by the Board, or in
the absence of such designation or such designated


                                     -12-
<PAGE>



chairman, a member of such committee chosen by a majority of the members of
such committee present, shall act as chairman of and preside over the meeting.
The Secretary or, in his absence an Assistant Secretary or, in the absence of
the Secretary and all Assistant Secretaries, a person whom the chairman of
such meeting shall appoint, shall act as secretary of such meeting and keep
the minutes thereof.

                  Section 3.12. Order of Business.  At all meetings of
the Board of Directors and committees of the Board, business
shall be transacted in the order determined by the chairman of
such meeting.

                  Section 3.13. Removal of Directors. Except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, any
director or the entire Board may be removed, either with or without cause, at
any time and from time to time, by the affirmative vote or written consent of
a majority in voting power of the shares of the capital stock of the
Corporation then entitled to vote for the election of directors of the
Corporation.

                  Section 3.14. Resignation. Any director of the Corporation
may resign at any time by giving written notice of his resignation to the
Board, the Chief Executive Officer, President or Chairman of the Board, or the
Secretary of the Corporation. Such resignation shall take effect at the date
of receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

                  Section 3.15. Vacancies. Except as otherwise provided in the
Certificate of Incorporation, vacancies on the Board, caused by death,
resignation, removal, disqualification, or other cause, and newly created
directorships resulting from any increase in the authorized number of
directors, may be filled by a majority action of the remaining directors then
in office, though less than a quorum, or by election upon the vote of the
stockholders of the Corporation at the next annual meeting or any special
meeting called for such purpose or upon action of the stockholders of the
Corporation taken by written consent, and each director so elected to fill any
such vacancy or newly created directorship shall hold office until the next
annual election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or until he shall have
been removed or disqualified.

                  Section 3.16. Compensation. Each director, in consideration
of his serving as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at directors' meetings, or both,
as the Board shall from time to time determine, together with reimbursement



                                     -13-
<PAGE>



for the reasonable expenses incurred by him in connection with the performance
of his duties; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving proper compensation therefor.

                  Section 3.17. Interested Directors. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, that is
otherwise duly authorized in accordance with the provisions of the Certificate
of Incorporation, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting
of the Board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if (i) the material facts as to his or their relationship or interest
and as to the contract or transaction are disclosed or are known to the Board
or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the dis interested directors be less than
a quorum; or (ii) the material facts as to his or their relationship or
interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.


                                  ARTICLE 4.

                               ACTION BY CONSENT

                  Section 4.1. Consent by Directors. Unless otherwise provided
in the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, without prior notice and without a vote if a
written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent or consents is filed
with the minutes of the proceedings of the Board or such committee.

                  Section 4.2. Consent by Stockholders. Any action required or
permitted to be taken at any meeting of the


                                     -14-

<PAGE>



stockholders may be taken without a meeting, without prior notice and without
a vote upon the delivery to the Corporation in accordance with Section 228 of
the General Corporation Law of the State of Delaware, as the same now exists
or may hereafter be amended, or the provisions of a successor statute
("Section 228"), of a written consent or written consents of the holders of
outstanding shares of stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of
the taking of any corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing, and any certificate required to be filed with the office of the
Secretary of State of the State of Delaware with respect to such matter shall
state that written consent has been given in accordance with Section 228 and
that such written notice has been given.


                                  ARTICLE 5.

                                   OFFICERS

                  Section 5.1. Number. The principal officers of the
Corporation shall be a Chairman of the Board, Chief Executive officer, a
President, a Chief Financial Officer, a Treasurer and a Secretary. In
addition, there may be such other or subordinate officers, agents and
employees as may be appointed in accordance with the provisions of Section
5.12. Any two or more offices may be held by the same person, except that the
office of Secretary shall be held by a person other than the person holding
the office of President.

                  Section 5.2. Election, Qualifications and Term of Office.
Each officer of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.12, shall be elected annually by
the Board of Directors and shall hold office until his successor shall have
been duly elected and qualified, or until his death, or until he shall have
resigned or shall have been removed.

                  Section 5.3. Removal. Any officer may be removed, either
with or without cause, by the action of the Board of Directors.

                  Section 5.4. Resignation. Any officer may resign at any time
by giving written notice to the Board of Directors, or the Chairman of the
Board, the Chief Executive Officer, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless




                                     -15-
<PAGE>



otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

                  Section 5.5. Vacancies. A vacancy in any office under this
Article Five because of death, resignation, removal, disqualification or any
other cause shall be filled for the unexpired portion of the term in the
manner prescribed in this Article Five for regular election or appointment to
such office.

                  Section 5.6. Chairman of the Board. The directors may elect
one of their members to be Chairman of the Board. The Chairman of the Board,
as such, shall be subject to the control of and may be removed by the Board.
The Chairman of the Board shall be a director and shall preside at all
meetings of the Board and stockholders. The Chairman of the Board shall have
general executive powers and such specific powers and duties as from time to
time may be conferred or assigned by the Board.

                  Section 5.7. Chief Executive Officer. Subject to the
direction of the Board or the Chairman of the Board, the Chief Executive
Officer shall be the chief executive officer of the Corporation, shall have
general charge and supervision of the business of the Corporation and shall
exercise chief executive powers and such specific powers and shall perform
such duties as from time to time may be conferred upon or assigned to him by
the Board, the Chairman of the Board or any committee thereof designated by it
to so act. In the absence of the Chairman of the Board, the Chief Executive
Officer shall preside at all meetings of the Board and the stockholders. The
affirmative vote of more than 75% of the entire Board shall be required to
terminate the Chief Executive Officer of the Corporation.

                  Section 5.8. President. The President shall have general
executive powers and such specific powers and shall perform such duties as
from time to time may be conferred upon or assigned to him by the Board, the
Chairman of the Board, the Chief Executive Officer, or any committee of the
Board designated by it to so act.

                  Section 5.9. Chief Financial Officer. The Chief Financial
Officer shall maintain or cause to be maintained adequate records of all
assets, liabilities, and transactions of the Corporation and adequate internal
accounting controls; shall prepare or cause to be prepared such financial
statements or reports on the Corporation's results of operations or financial
condition as required by law or directed by the Board; shall insure that
adequate audits thereof are currently and regularly made; and shall, in
consultation with the Chief Executive Officer or the Chairman of the Board,
undertake measures and implement procedures designed to facilitate or further
the foregoing. His duties and powers shall, so far as the Chief Executive
Officer or


                                     -16-
<PAGE>



the Chairman of the Board may deem practicable, extend to all
subsidiary corporations.

                  Section 5.10. Treasurer. The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the
Corporation, and shall deposit all such funds to the credit of the Corporation
in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of these By-Laws. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board, making proper
vouchers for such disbursements, and shall render to the Board or the
committee of the Board to which he reports or the stockholders, whenever the
Board may require him so to do, a statement of all his transactions as
Treasurer and of the financial condition of the Corporation; and, in general,
he shall perform all the duties as from time to time may be assigned to him by
the Board, or by the Chief Executive Officer or Chairman of the Board. When
required by the Board, the Treasurer shall give bonds for the faithful
discharge of his duties in such sums and with such sureties as the Board shall
approve.

                  Section 5.11. Secretary. The Secretary shall record or cause
to be recorded in books provided for the purpose the minutes of the meetings
of the stockholders, the Board, and all committees of which a secretary shall
not have been appointed; shall see that all notices are duly given in
accordance with the provisions of the Certificate of Incorporation and these
By-Laws and as required by law; shall be custodian of all corporate records
(other than financial records) and of the seal of the Corporation and see that
the seal is affixed to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized, in accordance with, and
required by, the provisions of these By-Laws; shall keep, or cause to be kept,
the list of stockholders as required by Section 2.11 of Article Two of these
By-Laws, which shall include the post-office addresses of the stockholders and
the number of shares held by them, respectively, and shall make or cause to be
made, all proper changes therein; shall see that the books, reports,
statements, certificates and all other documents and records required by law
are properly kept and filed; and, in general, shall perform all duties
incident to the office of Secretary and such other duties as may from time to
time be assigned to him by the Board, by any committee of the Board designated
by it to so act, or by the Chief Executive Officer or Chairman of the Board.
The Secretary shall be appointed by the Chief Executive Officer or by the
Executive Committee.

                  Section 5.12. Other Officers. The Corporation may have such
other officers, agents, and employees as the Board may designate, including
without limitation, one or more Senior or Executive Vice Presidents, one or
more Vice Presidents, a Chief Operating Officer, a Senior Legal Officer, a
Controller, one or

                                     -17-
<PAGE>



more Assistant Controllers, one or more Assistant Treasurers, and one or more
Assistant Secretaries, each of whom shall hold such office, for such period,
have such authority, and perform such duties as the Board, any committee of
the Board designated by it to so act, or the Chief Executive Officer or
Chairman of the Board may from time to time determine. The Board may delegate
to any principal officer the power to appoint or remove any such subordinate
officers, agents or employees.

                  Section 5.13. Salaries. The salaries of the principal
officers of the Corporation shall be fixed from time to time by the Board or a
duly designated and constituted committee thereof duly empowered and
authorized so to act, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
Corporation.


                                  ARTICLE 6.

                             INDEMNIFICATION, ETC.

                  Section 6.1. Indemnification and Advances of Expenses. To
the fullest extent permitted by the General Corporation Law of the State of
Delaware ("GCL"), as the same now exists or may hereafter be amended, and, to
the extent required by the GCL, only as authorized in the specific case upon
the making of a determination that indemnification of the person is proper in
the circumstances because he has met the applicable standard of conduct
prescribed in Sections 145(a) and (b) of the GCL, the Corporation shall
indemnify and hold harmless any person who was or is a director, officer or
incorporator of the Corporation from and against any and all expenses
(including counsel fees and disbursements), judgments, fines (including excise
taxes assessed on a person with respect to an employee benefit plan), and
amounts paid in settlement that may be imposed upon or incurred by him in
connection with, or as a result of, any threatened, pending, or completed
proceeding, whether civil, criminal, administrative or investigative (whether
or not by or in the right of the Corporation), in which he is or may become
involved, as a party or otherwise, by reason of the fact that he is or was
such a director, officer or incorporator of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
incorporator, employee, partner, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including an employee
benefit plan), whether or not he continues to be such at the time such
expenses and judgments, fines and amounts paid in settlement shall have been
imposed or incurred. The Corporation shall be required to indemnify such a
person who is or was a director, officer, or incorporator in connection with a
proceeding (or part thereof) initiated by such person, however, only if the
initiation of such proceeding (or part thereof) by such person

                                     -18-
<PAGE>



was authorized by the Board. Such right of indemnification shall inure whether
or not such expenses and judgments, fines and amounts paid in settlement are
imposed or incurred based on matters which antedate the adoption of this
Article Six. Such right of indemnification shall continue as to a person who
has ceased to be a director, officer or incorporator of the Corporation, and
shall inure to the benefit of the heirs and personal representatives of such a
person.

                  Expenses incurred by a person who is or was a director,
officer, or incorporator of the Corporation in defending or investigating a
threatened or pending action, suit or proceeding in which such person is or
may become involved, as a party or otherwise, by reason of the fact that he is
or was a director, officer, or incorporator of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
incorporator, employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust or other enterprise (including an employee
benefit plan), shall be paid by the Corporation in advance of final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation under
this Article Six or otherwise.

                  The rights to indemnification and advancement of expenses
provided by this Article Six shall not be deemed exclusive of any other rights
which are or may be provided now or in the future under any provision
currently in effect or hereafter adopted of these By-Laws, by any agreement,
by vote of stockholders, by resolution of directors, by provision of law or
otherwise.

                  Section 6.2. Employees and Agents. The Corporation may, to
the extent authorized from time to time by the Board of Directors, provide to
employees and agents of the Corporation who are not directors, officers or
incorporators rights to indemnification and advancement of expenses similar to
those conferred in this Article Six on directors, officers and incorporators
of the Corporation.

                  Section 6.3. Repeal or Modification. Any repeal or
modification of this Article Six shall not adversely affect any rights to
indemnification and advancement of expenses of a director, officer or
incorporator of the Corporation existing pursuant to this Article Six with
respect to any acts or omissions occurring prior to such repeal or
modification.

                  Section 6.4. Other Indemnification. The Corporation's
obligation, if any, to indemnify any person who is or was serving at its
request as a director, officer, incorporator, employee, partner, trustee, or
agent of another


                                     -19-
<PAGE>



corporation, partnership, joint venture, trust or other enterprise (including
an employee benefit plan), shall be reduced by any amount such person actually
receives as indemnification from such other corporation, partnership, joint
venture, trust or other enterprise.


                                  ARTICLE 7.

                CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

                  Section 7.1. Execution of Contracts. Unless the Board shall
otherwise determine, the Chief Executive Officer, President or Chairman of the
Board, any Vice President, the Treasurer or the Secretary may enter into any
contract or execute any contract or other instrument, the execution of which
is not otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board, or any committee designated by it to so act, except as
otherwise provided in these By-Laws, may authorize any other or additional
officer or officers or agent or agents of the Corporation to so act, and such
authority may be general or confined to specific instances. Unless duly
authorized so to do by the Certificate of Incorporation or by these By-Laws or
by the Board or by any such committee, no officer, agent or employee shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable pecuniarily for any
purpose or to any amount.

                  Section 7.2. Loans. No loan shall be contracted on behalf of
the Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless duly authorized by the Board or any committee
designated by it to so act. Such authority may be general or confined to
specific instances. When so authorized, the officer or officers thereunto
authorized may effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may
mortgage, pledge, hypothecate or transfer any real or personal property at any
time owned or held by the Corporation, and to that end execute instruments of
mortgage or pledge or otherwise transfer such property.

                  Section 7.3. Checks, Drafts, etc. All checks, drafts, bills
of exchange or other orders for the payment of money, obligations, notes, or
other evidence of indebtedness, bills of lading, warehouse receipts and
insurance certificates of the Corporation, shall be signed or endorsed by such
officer or


                                     -20-
<PAGE>



officers, agent or agents, attorney or attorneys, employee or employees, of
the Corporation as shall from time to time be determined by resolution of the
Board or any committee designated by it to so act.

                  Section 7.4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
or any committee designated by it to so act may from time to time designate,
or as may be designated by any officer or officers or agent or agents of the
Corporation to whom such power may be delegated by the Board or any committee
designated by it to so act and, for the purpose of such deposit and for the
purposes of collection for the account of the Corporation may be endorsed,
assigned and delivered by any officer, agent or employee of the Corporation or
in such other manner as may from time to time be designated or determined by
resolution of the Board or any committee designated to so act.

                  Section 7.5. Proxies in Respect of Securities of Other
Corporations. Unless otherwise provided by resolution adopted by the Board or
any committee designated by it to so act, the Chairman of the Board, Chief
Executive Officer or President or any Vice President may from time to time
appoint an attorney or attorneys or agent or agents of the Corporation, in the
name and on behalf of the Corporation, to cast the votes which the Corporation
may be entitled to cast as the holder of stock or other securities in any
other corporation, association or trust, any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, association or trust, or
to consent in writing, in the name of the Corporation as such holder, to any
action by or respecting such other corporation, association or trust, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal, or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.


                                  ARTICLE 8.

                               BOOKS AND RECORDS

                  Section 8.1. Place. The books and records of the Corporation
may be kept at such places within or without the state of Delaware as the
Board may from time to time determine.

                  Section 8.2. Addresses of Stockholders. Each stockholder
shall furnish to the Secretary of the Corporation or to a transfer agent of
the Corporation an address at which




                                     -21-
<PAGE>



notices of meetings and all other corporate notices and communications may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices and communications may be served upon him by
mail, postage prepaid, to him at his post office address last known to the
Secretary or to a transfer agent of the Corporation or by transmitting a
notice thereof to him at such address by facsimile transmission or other
available method.

                  Section 8.3. Record Dates. Except as otherwise provided by
law or these By-Laws, in order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board may fix, in advance, a record
date, which shall not be more than sixty days nor less than ten days before
the date of such meeting, or more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

                  Section 8.4. Audit of Books and Accounts. The books and
accounts of the Corporation shall be audited at least once in each fiscal year
by certified public accountants of good standing selected by the Board.


                                  ARTICLE 9.

                           SHARES AND THEIR TRANSFER

                  Section 9.1. Certificates of Stock. Every holder of record
of shares of stock of the Corporation shall be entitled to have a certificate
certifying the number of shares owned by him and designating the class of
stock to which such shares belong, which shall otherwise be in such form as
the Board may prescribe. Every such certificate shall be signed by the
Chairman of the Board, President or a Vice President, and the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of the
Corporation; any and all signatures may be in facsimile form. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered by the


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Corporation as though the person or persons who signed such certificate or
whose facsimile signature or signatures shall have been used had not ceased to
be such officer or officers of the Corporation.

                  Section 9.2. Record. A record shall be kept of the name of
the person, firm or corporation owning the shares of stock represented by each
certificate for shares of stock of the Corporation issued, the number of
shares represented by each such certificate, and the date thereof, and, in
case of cancellation, the date of cancellation. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the Certificate of Incorporation or law. The stock
record books and the blank stock certificate books shall be kept by the
Secretary or by any other officer or agent designated by the Board.

                  Section 9.3. Transfer of Stock. Except as otherwise provided
by law or the Certificate of Incorporation, transfers of shares of the stock
of the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized, and on the
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by proper instruments of transfer; provided, however, that such
transfer is subject to the transfer restrictions contained in the Certificate
of Incorporation.

                  Section 9.4. Transfer Agent and Registrar; Regulations. The
Corporation shall, if and whenever the Board shall so determine, maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the Board, where the shares of the capital stock of the
Corporation shall be directly transferable, and also if and whenever the Board
shall so determine, maintain one or more registry offices, each in charge of a
registrar designated by the Board, where such shares of stock shall be
registered. The Board may make such rules and regulations as it may deem
expedient, not inconsistent with the Certificate of Incorporation or these
By-Laws, concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.

                  Section 9.5. Lost, Destroyed or Mutilated Certificates. The
Board may direct a new certificate representing shares of stock to be issued
in place of any certificate theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit


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of that fact by the person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a new certificate, the
Board may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or
his legal representative, to advertise the same in such manner as the Board of
Directors shall require and/or give the Corporation a bond in such sum as the
Board may direct to indemnify the Corporation against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.


                                  ARTICLE 10.

                                     SEAL

                  The Board shall adopt and approve a corporate seal, which
shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words and figures
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


                                  ARTICLE 11.

                                  FISCAL YEAR

                  The fiscal year of the Corporation shall commence on the
first day of January, except as otherwise provided from time to time by
resolution of the Board of Directors.


                                  ARTICLE 12.

                                    NOTICE

                  Section 12.1. Delivery of Notices. Except as otherwise
provided in these By-Laws, whenever written notice is required by law, the
Certificate of Incorporation or these By Laws, to be given to any director,
member of a committee of the Board or stockholder, such notice may be given by
mail, addressed to such director, member of a committee or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Written notice may also be given
personally or by facsimile transmission, telegram, telex or cable or other
permissible means.



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                  Section 12.2. Waivers of Notice. Whenever any notice is
required by law, the Certificate of Incorporation or these By Laws, to be
given to any director, member of a committee of the Board or stockholder, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                  ARTICLE 13.

                                  AMENDMENTS

                  Section 13.1. By-Laws. The Board may adopt, amend or repeal
the By-Laws by the affirmative vote of a majority of the Board provided,
however, that Section 2.3 may not be amended or repealed without the
affirmative vote of 85% of the outstanding shares entitled to vote for the
election of directors, and provided further, that Section 5.7 may not be
amended or repealed without the affirmative vote of 75% of the Board or the
affirmative vote of 75% of the outstanding shares entitled to vote for the
election of directors. No such amendment may be made unless the By-Laws, as
amended, are consistent with the provisions of the General Corporation Law of
the State of Delaware and of the Certificate of Incorporation.

                                  ARTICLE 14.

                                   DIVIDENDS

                  Dividends upon shares of the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board, only in accordance with these By-Laws and
the Certificate of Incorporation, and may be paid in cash, in property, or in
shares of the capital stock. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board from time to time, in its absolute discretion, deems proper
as a reserve or reserves to meet contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the Corporation, or for any
proper purpose, and the Board may modify or abolish any such reserve.


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