Exhibit 10.3(ii)


                            MARVEL ENTERPRISES, INC.

                  PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

        THIS AGREEMENT, made as of the [__] day of [_________] (the "Grant
Date"), between Marvel Enterprises, Inc. (the "Company"), and
[________________________] ("Participant"), is entered into pursuant to the
Marvel Enterprises, Inc. 1998 Stock Incentive Plan (the "Plan"). Capitalized
terms used herein, but not defined herein, shall have the meanings ascribed to
them in the Plan.

        WHEREAS, the Company has adopted the Plan in order to provide additional
incentive to certain officers, employees, consultants and directors of the
Company and its Subsidiaries; and

        WHEREAS, the Committee responsible for administration of the Plan has
determined to grant restricted stock to Participant as provided herein.

        NOW, THEREFORE, the parties hereto agree as follows:

        1. Grant of Restricted Stock. Pursuant to and subject to the terms and
conditions set forth herein and in the Plan, the Committee hereby confirms the
grant to Participant of [_____] shares, subject to the restrictions set forth
herein (the "Restricted Stock"), of the Company's common stock, par value $0.01
per share. The Restricted Stock is an award of Performance Shares granted under
Section 8.3 of the Plan (but called Restricted Stock for the purposes of this
Agreement) and is subject to the risk of forfeiture and other restrictions
specified in this Agreement.

        2. Grant Date. The Grant Date of the Restricted Stock is defined in the
first paragraph of this Agreement.

        3. Incorporation of Plan by Reference. All terms, conditions and
restrictions of the Plan are incorporated herein and made part hereof as if
stated herein. If there is any conflict between the terms and conditions of the
Plan and this Agreement, the terms and conditions of the Plan as interpreted by
the Committee shall govern.

        4. Vesting of Restricted Stock.

               (a) Vesting Schedule. The Restricted Stock shall become vested
        and non-forfeitable only if the following performance goal (the
        "Performance Goal") is met: [insert performance objective here,
        expressed in terms of operating income]; provided, that, even if the
        Performance Goal has not been met, the Restricted Stock shall become
        vested and non-forfeitable in full immediately upon (i) a Third-Party
        Change of Control, as defined in subsection (b) below, or (ii) the
        termination of Participant's employment with or service to the Company
        because of Participant's death or disability, unless the events
        described in clauses (i) and (ii) of this sentence occur after the
        Company has determined that the Performance Goal was not met. If the
        Performance Goal has been met, then the Restricted Stock shall become
        vested and non-forfeitable in accordance with the following schedule:
        [One-half of the Restricted Stock granted hereunder shall become vested
        and non-forfeitable on the second anniversary of the Grant Date and an
        additional one-half of the Restricted Stock granted hereunder shall
        become vested and non-forfeitable on the third anniversary of the Grant
        Date] [or insert other vesting schedule determined by the Committee].

               (b) Definition of Third-Party Change of Control. For purposes of
        this Agreement, a Third-Party Change in Control shall be deemed to have
        occurred if (i) any "person" or "group" (as such terms are used in
        Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act")), other than an Excluded Person or Excluded
        Group (as defined below) (hereinafter, a "Third Party"), is or becomes
        the "beneficial owner" (as defined in Rule 13d-3 promulgated under the
        Exchange Act), directly or indirectly, of securities of the Company
        representing fifty percent (50%) or more of the combined voting power of
        the Company's then outstanding securities entitled to vote in the
        election of directors of the Company, (ii) the Company is a party to any
        merger, consolidation or similar transaction as a result of which


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        the stockholders of the Company immediately prior to such transaction
        beneficially own securities of the surviving entity representing less
        than fifty percent (50%) of the combined voting power of the surviving
        entity's outstanding securities entitled to vote in the election of
        directors of the surviving entity or (iii) all or substantially all of
        the assets of the Company are acquired by a Third Party. "Excluded
        Group" means a "group" (as such term is used in Sections 13(d) and 14(d)
        of the Exchange Act) that includes one or more Excluded Persons;
        provided that the voting power of the voting stock of the Company
        "beneficially owned" (as such term is used in Rule 13d-3 promulgated
        under the Exchange Act) by such Excluded Persons (without attribution to
        such Excluded Persons of the ownership by other members of the "group")
        represents a majority of the voting power of the voting stock
        "beneficially owned" (as such term is used in Rule 13d-3 promulgated
        under the Exchange Act) by such group. "Excluded Person" means Isaac
        Perlmutter and Avi Arad or any of their affiliates, any spouse or any
        lineal descendants of Messrs. Perlmutter or Arad, and any trust
        established solely for the benefit of, and any charitable trust or
        foundation established by, Messrs. Perlmutter or Arad or their spouses
        or lineal descendants and each of their respective affiliates.

        5. Effect of Termination of Employment or Service. Except as otherwise
provided in Section 4(a)(ii) hereof or in an employment agreement between
Participant and the Company, if Participant's employment with or service to the
Company is terminated for any reason, any portion of the Restricted Stock that
has not become vested and non-forfeitable prior to such termination shall be
immediately forfeited.

        6. Restriction on Transfer of Restricted Stock. Until such time as the
Restricted Stock has become vested and non-forfeitable, Participant shall have
no right to sell, transfer, assign, pledge, or otherwise encumber or dispose of
the shares of Restricted Stock (except for forfeitures to the Company).

        7. Dividends and Adjustments.

               (a) Dividends. In the event of dividends or distributions on
        Restricted Stock, the following terms and conditions shall apply except
        as provided in Section 7(b) below:

                      (i) In the event of a cash dividend or distribution on
               Restricted Stock, such dividend or distribution shall be paid in
               cash to Participant and shall be non-forfeitable.

                      (ii) In the event of any non-cash dividend or distribution
               in the form of property other than the Company's common stock,
               par value $0.01 per share ("Common Stock") payable on Restricted
               Stock (including shares of a subsidiary of the Company
               distributed in a spin-off), the Company shall retain in its
               custody the property so distributed in respect of Participant's
               Restricted Stock, which property thereafter will become vested
               and non-forfeitable if and to the same extent as the original
               Restricted Stock with respect to which the property was
               distributed becomes vested and non-forfeitable and, to the
               greatest extent practicable, shall, along with any dividends or
               distributions paid thereon, be subject to all other terms and
               conditions as applied to the original Restricted Stock, including
               with respect to the placement of any legend on certificate(s) or
               documents representing such property; provided, however, that any
               dividend or distributed rights that expire before the latest
               Vesting Date will be unrestricted and exercisable by Participant
               in accordance with their terms.

                      (iii) In the event of a dividend or distribution in the
               form of Common Stock or a split-up of shares, the Common Stock
               issued or delivered as such dividend or distribution or resulting
               from such split-up will be deemed to be additional Restricted
               Stock and will become vested and non-forfeitable if and to the
               same extent as the Restricted Stock with respect to which the
               dividend or distribution was payable becomes vested and
               non-forfeitable, and shall be subject to all other terms and
               conditions as applied to the original Restricted Stock.

               (b) Adjustments. The Committee shall conclusively determine the
        appropriate adjustments, if any, to the number and kind of shares of
        Restricted Stock, the number of such shares to be vested and
        non-forfeitable, and other terms and conditions of the Restricted Stock
        or otherwise contained in this Agreement, in order to prevent dilution
        or enlargement of Participant's rights hereunder and to reflect any


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        changes in the number of outstanding shares of Common Stock resulting
        from any Change in Capitalization, taking into account any Restricted
        Stock or other amounts paid or credited to Participant in connection
        with such event under Section 7(a) hereof. In addition, the Committee
        may vary the treatment of any dividend or distribution as specified
        under Section 7(a), in its discretion. The Committee may determine how
        to treat or settle any fractional share resulting under this Agreement.

        8. Other Terms of Restricted Stock.

               (a) Voting and Other Stockholder Rights. Participant shall be
        entitled to vote Restricted Stock on any matter submitted to a vote of
        holders of Common Stock, and shall have all other rights of a
        stockholder of the Company except as expressly limited by this Agreement
        and the Plan.

               (b) Consideration for Grant of Restricted Stock. Participant
        shall be required to pay no cash consideration for the grant of the
        Restricted Stock, but Participant's performance of services to the
        Company prior to the vesting of the Restricted Stock shall be deemed to
        be consideration for this grant of Restricted Stock. Participant's
        services performed on the Grant Date are hereby determined to have a
        value at least equal to the aggregate par value of the shares being
        newly issued in connection with the grant of Restricted Stock.

               (c) Insider Trading Policy Applicable. Participant acknowledges
        that sales of shares resulting from Restricted Stock that has become
        vested and non-forfeitable will be subject to the Company's Trading
        Policy as defined in Section 4(c) hereof.

               (d) Certificates Evidencing Restricted Stock. Restricted Stock
        shall be evidenced by issuance of one or more certificates in the name
        of Participant, bearing an appropriate legend referring to the terms,
        conditions, and restrictions applicable hereunder, and shall remain in
        the physical custody of the Secretary of the Company or his designee
        until such time as such shares of Restricted Stock shall have become
        vested and non-forfeitable and the restrictions hereunder shall have
        therefore lapsed. In addition, Restricted Stock shall be subject to such
        stop-transfer orders and other restrictive measures as the General
        Counsel of the Company shall deem advisable under federal or state
        securities laws, and the rules and regulations thereunder, and the rules
        of the New York Stock Exchange, or to implement the terms, conditions
        and restrictions hereunder, and the General Counsel may cause a legend
        or legends to be placed on any such certificates to make appropriate
        reference to the terms, conditions and restrictions hereunder.

               (e) Stock Powers. In order to effect the provisions of Section 5
        hereof, Participant agrees, upon reasonable request of the General
        Counsel, to execute and deliver to the Company such stock powers or
        other documents of transfer as may be specified by the General Counsel,
        authorizing the transfer of the Restricted Stock to the Company.

               (f) Compliance Matters. The Company shall have no obligation to
        issue or deliver Restricted Stock to Participant until such time as
        counsel to the Company shall have determined that such actions by the
        Company are in compliance with all applicable laws and regulations of
        governmental authorities and the requirements of any securities exchange
        on which shares of Common Stock are traded.

        9. No Right to Continued Employment. Nothing in this Agreement or the
Plan shall be interpreted or construed to confer upon Participant any right with
respect to continuance of employment by the Company or any subsidiary, nor shall
this Agreement or the Plan interfere in any way with the right of the Company to
terminate Participant's employment at any time.

        10. Withholding of Taxes. The Company shall have the right to deduct
from any distribution of cash to Participant an amount equal to the federal,
state and local income taxes and other amounts as may be required by law to be
withheld (the "Withholding Taxes") with respect to the Restricted Stock and any
distribution relating thereto. In connection with any vesting of the Restricted
Stock, unless, prior to vesting, other arrangements have been made by
Participant satisfactory to the Committee providing for payment of Withholding
Taxes, the Company shall withhold


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from the Shares deliverable upon vesting a number of Shares having an aggregate
Fair Market Value equal to the Withholding Taxes then due.

        11. Receipt of Plan. Participant hereby acknowledges receipt of a copy
of the Plan. Participant hereby acknowledges that all decisions, determinations
and interpretations of the Committee in respect of the Plan, this Agreement and
the Restricted Stock shall be final and conclusive.

        12. Modification of Agreement. This Agreement may be modified, amended,
suspended or terminated, and any terms or conditions may be waived, but only by
a written instrument executed by the Company and, if such change is materially
adverse to or imposes any additional obligation on Participant, by Participant.

        13. Severability. Should any provision of this Agreement be held by a
court of competent jurisdiction to be unenforceable or invalid for any reason,
the remaining provisions of this Agreement shall not be affected by such holding
and shall continue in full force in accordance with their terms.

        14. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflicts of laws principles thereof.

        15. Successors in Interest. This Agreement shall inure to the benefit of
and be binding upon any successor corporation to the Company. This Agreement
shall inure to the benefit of Participant's legal representatives. All
conditions and other terms imposed upon Participant and all rights granted to
the Company under this Agreement shall be final, binding and conclusive upon
Participant's heirs, executors, administrators and successors.

        16. Entire Agreement. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties hereto with respect to the subject matter hereof.

        17. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and
conclusive on Participant and the Company for all purposes.

                                    COMPANY:

                                    MARVEL ENTERPRISES, INC.

                                    By:
                                            ------------------------------
                                            Name:
                                            Title:

                                    PARTICIPANT:

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