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                                                                   Exhibit 10.41


                           Stan Lee Entertainment Inc.
                         15821 Ventura Blvd., Suite 675
                                Encino, CA 91436



October 15, 1998

Mr. Stan Lee
9143 Oriole Way
Los Angeles, CA 90068



Re: Employment Agreement/Rights Assignment

Dear Stan:

Confirming our discussions, this letter, when accepted and agreed by you, shall
constitute an agreement-between you and Stan Lee Entertainment, Inc. (the
"Company") relating to the terms of your employment with the Company as set
forth below:

1.      Stan Lee will serve as Chairman and Chief Creative Officer of Company,
        based in Los Angeles, for a term commencing as of the date hereof and
        terminating on the death of Stan Lee.

2.      Stan Lee's services shall be exclusive with the exception of those
        services provided under a lifetime agreement with Marvel Enterprises,
        Inc., which shall require no more than an average of 10 - 15 hours per
        week on its behalf. All other services performed and intellectual
        property created for the Company, or for any other entity, which entity
        shall be approved in writing by the Company, shall inure to the benefit
        of the Company to the entire extent your participation provides. Your
        services to Company shall include, but not be limited to, the following:

        (a)     Serve, and be listed in all directories and publications, as
                Chairman, Publisher and Chief Creative Officer of the Company,
                including attending corporate meetings, developing and
                supervising development and production of intellectual property
                in any and all media, directing and guiding the creative staff
                or staffs of the Company, all subsidiaries and affiliates as
                reasonably requested by the company.

        (b)     Act as Executive Producer or Co-Executive Producer for all media
                productions and receive customary fees accordingly.

        (c)     Apply your good faith, best efforts to enhance the brand and
                good will of the company, support and stimulate strategic
                alliances, joint ventures, sponsors, production partners and all
                direct and ancillary business of the company.

        (d)     Serve as spokesman for the company to all media and assemblies
                as reasonably requested by the company.



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        (e)     Take all actions and contribute all creative talents within your
                reasonable capability, pursuant to your good faith determination
                of your schedule, as may reasonably be required to advance the
                interests of the company.

3.      As compensation to you for all rights and services contributed by you,
        to the Company hereunder, notwithstanding any disability, the Company
        agrees to provide the following compensation for your life:

        a)      Base Salary - You shall receive a base salary of $250,000 (Two
                Hundred Fifty Thousand Dollars) per annum payable in equal
                monthly installments commencing February 1, 1999, payable to you
                or any company you so designate in lieu of making payments to
                you individually.

        b)      Bonuses - You shall receive bonuses on those projects you
                personally initiate and/or accomplish with approved entities
                from your participation as assigned to the company. You shall
                also receive ten per cent of all net profits after taxes
                reported by the Company on its Federal Tax Return. The Company
                will compute, account and pay to you your participation due, if
                any, on account of said profits, for the annual period ending
                each January 31 during your life, on an annual basis within a
                reasonable time after the end of each such period.

        c)      Stock Options - The Company agrees to issue to you, in
                accordance with the Company's Stock Option Plan, as and when it
                may be adopted, the highest number of options offered to Company
                executives.

        d)      Expenses/Fringe Benefits - You are to receive prompt
                reimbursement for all ordinary and necessary business expenses
                incurred by you in connection with your activities on behalf of
                the Company upon presentation of appropriate documentation, and
                you shall be permitted your customary style of business travel,
                which shall be first class with sedan limousine and stay in
                deluxe hotels.

        e)      Insurance - The company shall no later than December 31, 1998,
                secure a term life insurance policy in the minimum principal sum
                of two million dollars, providing your designated heir as
                co-beneficiary with the company on the event of your death.

4.      In express consideration for the performance of the foregoing
        obligations of the Company, you agree as follows:

        a)      I assign, convey and grant to the Company forever, all right,
                title and interest I may have or control, now or in the future,
                in the following: Any and all ideas, names, titles, characters,
                symbols, logos, designs, likenesses, visual representations,
                artwork, stories, plots, scripts, episodes, literary property,
                and the conceptual universe related thereto, including my name
                and likeness (the "Property") which will or have been in whole
                or part disclosed in writing to, published, merchandised,
                advertised, and/or licensed by Company, its affiliates and
                successors in interest and licensees (which by agreement inures
                to Company's benefit) or any of them and any copyrights,
                trademarks, statutory rights, common



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                law, goodwill, moral rights and any other rights whatsoever in
                the Property in any and all media and/or fields, including all
                rights to renewal or extensions of copyright and make
                applications or institute suits therefor (the "Rights").

        b)      Subject to a material breach of this agreement, I hereby agree
                to execute upon request from Company any documents it deems
                reasonably necessary to effect the purposes of this agreement,

        c)      Subject to a material breach of this agreement, I will never
                file with the U.S. Copyright or Patent and Trademark Office or
                any governmental or public agency, and will never assert or
                assist others in asserting on my behalf or in claiming rights
                through me, any claim to ownership of the Rights in the
                Property, or in making any objection to Company's complete and
                unrestricted right to use and exploit said Property or Rights in
                any form, manner or medium Company may desire.

5.      This Agreement, including the assignment set forth herein, shall be
        binding upon the parties hereto, their affiliates and subsidiaries,
        legal representatives, successors and predecessors in interest, heirs
        and assigns.

6.      The invalidity of any provision or part hereof or obligation hereunder,
        or the contravention thereby of any law, rule or regulation of any
        State, the Federal Government or any agency, shall not relieve any party
        from its obligation under, nor deprive any party of advantages of any
        other provision of this Agreement.

7.      This Agreement will constitute the entire understanding between the
        parties in connection with Stan Lee's relationship with the Company from
        the date hereof and may not be amended or modified except by a writing
        signed by the party charged. This agreement shall be governed by and
        construed under the laws of the State of California.

Signed at Los Angeles, California, this 20 day of October, 1998.



Stan Lee Entertainment, Inc.



By: /s/  STEPHEN M. GORDON
   ------------------------------------
   President



/s/  STAN LEE
---------------------------------------
Stan Lee





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