Exhibit 10.24
November 21, 2002

Allen Lipson
35 Brookwood Drive
Woodbridge, CT 06525

Re:      Amended and Restated Employment Agreement

Dear Allen:

On behalf of Marvel Enterprises,  Inc. (hereinafter the "Company"), I am pleased
to confirm in this letter agreement (the  "Agreement") that your employment with
the  Company  will  continue on a  part-time  basis on the date (the  "Effective
Date")  that any one of the  following  events  occur:  (i) you give the Company
notice  pursuant  to Section  4.4(a) of the  Employment  Agreement  between  the
Company  and you dated as of October  29, 1999 and amended as of the date hereof
by Amendment No. 1 to Employment  Agreement (the "1999  Employment  Agreement");
(ii) you  give  the  Company  notice  pursuant  to  Section  4.4(b)  of the 1999
Employment  Agreement,  as amended;  (iii) the  Company  gives you notice of the
termination  of the 1999  Agreement,  other than pursuant to Section 4.1, 4.2 or
4.3 thereof; or (iv) the Company gives you a Notice of Nonrenewal,  as described
in 1999 Employment Agreement.

The  occurrence of any of the foregoing  events does not terminate the "Term" of
the 1999 Employment  Agreement,  but instead  automatically  results in the 1999
Employment  Agreement  being  amended  and  restated  in its  entirety  by  this
Agreement.  The "Term" of your  employment is hereby  revised to mean the period
starting  on the  Effective  Date and  ending on the second  anniversary  of the
Effective  Date (the  "Scheduled  Expiration  Date"),  unless sooner  terminated
pursuant to Section 3 below.

1.   POSITION AND DUTIES.

     On the Effective Date, you will cease to be a regular full time employee of
     the  Company  but you will  continue  to be  employed  by the Company as an
     employee  in a part time  special  assignment  position,  with the title of
     Special  Advisor to the Chief  Executive  Officer  ("CEO") or his successor
     (collectively "Your Supervisor"). You will also resign as an officer of the
     Company  and as an  officer  and/or  director  any of its  subsidiaries  or
     affiliates  on the  Effective  Date.  In  connection  with  resigning  your
     offices, you agree to execute and return to the Company with this Agreement
     two signed,  undated original  resignation letters on Company letterhead in
     the forms provided in Appendices A through _ to this Agreement.  Appendices
     A through _ are hereby incorporated into and made part of this Agreement by
     reference.  In addition,  you agree to take all such  further  steps as the
     Company may reasonably deem necessary or appropriate in order to accomplish
     the official formalities of your resignation of the officer and/or director
     positions  that you hold with the  Company's  subsidiaries  or  affiliates,
     including but not limited to executing board resolutions.

     As Special  Advisor to the CEO,  you will have any or all of the  following
     duties and  responsibilities  as determined  by Your  Supervisor in his/her
     discretion:

     1. advising the CEO regarding the Company's financial,  legal and licensing
     matters;

     2. providing assistance with the Company's investor relations program;

     3. assisting with the evaluation and integration of business  acquisitions;
     and

     4. assisting Your Supervisor in such other matters that are consistent with
     your background and experience as Your Supervisor may assign you.

     The times and  places  where  this work will be  performed  will be at your
     choosing unless  otherwise  requested by Your  Supervisor.  Your Supervisor
     will  assign  matters  to you from time to time and you will  provide  Your
     Supervisor  with written or oral reports as  reasonably,  requested by Your
     Supervisor (or if not requested by Your Supervisor, then periodically,  but
     not  less  frequently   than  annually)   detailing  your  progress  toward
     accomplishing the tasks and directives given to you by Your Supervisor. You
     will also provide additional reports and materials, upon reasonable request
     by Your Supervisor. Your Supervisor will evaluate your performance.

     Your Supervisor will control and direct the manner (including the order) in
     which you perform the services under this Agreement,  including the details
     and means by which you provide your services.

     You will be an employee of the Company for all purposes  during the term of
     this Agreement and will not be an independent contractor.

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     The  position  of  Special  Advisor  to the  CEO,  is a part  time  special
     assignment  position in which you will be required to work a minimum of ten
     (10) hours per month, however, you also agree that, to the extent that Your
     Supervisor  requests,  you will work up to twenty (20) hours per month. You
     will not be  required  to work  more  than  twenty  (20)  hours per month ,
     however,  in the event  that you do work more than  twenty  (20)  hours per
     month,  then you will receive no  additional  compensation  or benefits for
     such  additional  work.  If,  in  any  month,   Your  Supervisor  does  not
     specifically  assign you a  sufficient  amount of work to meet your minimum
     hour   requirement,   you  will  satisfy  your   minimum   requirement   by
     independently  researching and evaluating  developments  and trends in your
     areas of responsibility, as set forth above, and reporting your findings to
     Your  Supervisor.  Your time  spent on  business  travel  at the  Company's
     request (but not commuting to and from your  residence to the Company's New
     York City  headquarters)  shall count toward your ten hour minimum  monthly
     work requirement under this Agreement.

     If requested by Your  Supervisor,  you agree to attend certain  meetings or
     programs  related  to your area of  expertise,  so long as such  meeting or
     program  does  not  unreasonably  interfere  with  your  other  activities.
     Furthermore,  from time to time,  your duties may require you to travel and
     attend  meetings  at various  locations,  and you agree that no  reasonable
     request by Your  Supervisor  for travel or  attendance  at meetings will be
     refused. Your Supervisor will work with you in scheduling any such business
     trips or  meetings  so that they do not  unreasonably  interfere  with your
     other activities. The Company will reimburse you for your reasonable travel
     expenses pursuant to the reimbursement  policy(ies) in place at the Company
     at the time you incur such expenses.

     You will maintain an accurate and  contemporaneous log showing the time you
     have spent  performing the foregoing  services and this log shall be deemed
     conclusive  evidence of the time spent.  Your Supervisor,  at any time, may
     request a copy of your log and you agree to  provide  such a copy  within a
     reasonable period of time after the request is made.

     We have agreed that your part time special  assignment  will continue until
     the Scheduled Expiration Date, subject to earlier termination by you or the
     Company as set forth in Section 3 of this Agreement.

     During the Term, except as set forth herein, you may not be employed by any
     other  person or company,  other than the  Company,  without the  Company's
     prior written approval,  which shall not be unreasonably withheld. You may,
     however  engage in the following  activities  without the  Company's  prior
     approval,  provided  that the three  conditions  listed  below are met. The
     permissible  activities  are:  teaching,  sitting on boards of directors or
     advisory  committees of other  companies  and  providing  services to other
     companies  either as a consultant or an employee.  These listed  activities
     are permissible  provided that each (1) is performed  outside the fields of
     publishing,   licensing  and  entertainment,   (2)  does  not  violate  the
     provisions  of Section 5.2  herein,  and (3) does not  interfere  with your
     duties under this Agreement.  You also agree that,  during the term of this
     Agreement and for one year after its  termination,  you will not induce any
     employee  of the  Company to leave the employ of the  Company or  otherwise
     solicit  for  employment  or  affiliation,   including  as  an  independent
     contractor,  any  officer,  director,  or  employee  of the  Company or its
     subsidiaries.

2.   COMPENSATION AND BENEFITS.

     Following is a brief  description of the compensation and benefits you will
     receive under this Agreement during your part time special assignment.  The
     terms and  conditions  of all of your benefits are subject to the terms and
     conditions of each of the applicable  plans,  policies or arrangements,  as
     they may be amended or terminated by the Company from time to time,  except
     that the amount of your compensation as set forth in Section 2.1 may not be
     modified, except as provided in Section __ of this Agreement.

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     2.1  Compensation.  Your  compensation  will be at the rate of $200,000 per
          annum  ("Salary")  for the period from the Effective  Date through the
          Scheduled  Expiration Date,  payable  biweekly in arrears,  subject to
          applicable income tax and employment tax withholding requirements. The
          Company also will reimburse you for any reasonable  business  expenses
          you incur in performing your duties, subject to the Company's standard
          employee expense reimbursement policies.

     2.2  Administrative  Support.  The Company  will provide you with an office
          and secretarial  assistance for any work that you perform while at the
          Company's  New York City  headquarters.  You also will be provided any
          office  equipment  and  supplies  you may need to perform  your duties
          under this  Agreement.  The Company will not  reimburse you or pay for
          any office space you may rent or any office equipment you may purchase
          in  connection  with  performing  your services  under this  Agreement
          without the Company's prior written approval.

     2.3  Retirement  and Savings  Plan.  Subject to the terms of the  Company's
          401(k) Plan,  you will be eligible to  participate  in such Plan until
          the expiration of the Term (the "Termination Date").

     2.4  Stock Options:

          2.4.1     No  New  Grants.  As an  employee  in a  part  time  special
                    assignment position,  you ------------- will not be eligible
                    to  receive   additional   stock  option  grants  after  the
                    Effective Date.

          2.4.2     Vesting  During Special  Assignment.  To the extent that you
                    continue in your part time special  assignment,  you will be
                    eligible to continue to vest in all  unvested  options  that
                    have  previously  been  granted to you by the Company on the
                    dates and in the manner  provided in your stock option grant
                    agreements  and applicable  stock option plans.  No unvested
                    stock  options  will vest  following  the  Termination  Date
                    except as otherwise set forth in this Agreement.

          2.4.3     Cooperation To Restructure.  As we have discussed, it is our
                    intention  that your  --------------------------  ability to
                    continue to vest in and exercise  options while in your part
                    time  special  assignment  position  will not  result in any
                    additional compensation charges to the Company in accordance
                    with  U.S.   generally   accepted   accounting   principles.
                    Accordingly,  if at any time the Company  determines that it
                    is   reasonably   likely  that  the  Company  will  incur  a
                    compensation   charge  as  a  result  of  your   vesting  or
                    exercising  options  in your  part time  special  assignment
                    position,  then you agree that you will use your  reasonable
                    best  efforts to cooperate  with the Company to  restructure
                    this  Agreement and your position as the Company  reasonably
                    determines  is  necessary  for you to continue to be able to
                    vest  and   exercise   your  options   without   creating  a
                    compensation  charge to the Company in accordance  with U.S.
                    generally accepted accounting principles and without causing
                    you to lose any of the  benefits  of this  Agreement.  It is
                    expressly  understood that your  "reasonable best efforts to
                    cooperate  with the Company" shall not require that you take
                    or forbear  from taking any action that would  result in any
                    loss of value of the options.

          2.4.4     No  Amendment  to Stock  Option  Grant  Agreements  or Stock
                    Option Plans.  Nothing in this Agreement  shall be deemed to
                    alter,  amend,  or otherwise  modify the terms of your stock
                    option grant agreements or the terms of the applicable stock
                    option plans.

     2.5  Medical  and Dental  Insurance.  Your  medical  and  dental  insurance
          coverage   will   terminate   on   the    ----------------------------
          Termination Date.

     2.6  Life Insurance,  Accidental Death and Dismemberment Insurance and Long
          Term  Disability.  Unless  permitted under the terms of the applicable
          Plans,  your  Life  Insurance,   Accidental  Death  and  Dismemberment
          Insurance  and Long Term  Disability  coverage  will  terminate on the
          Effective Date.

     2.7  Other  Benefits.  As an  employee  in a part time  special  assignment
          position,  after  the  Effective  Date  you will  not be  eligible  to
          participate in any of the Company's  other benefit plans and programs,
          not specifically  listed in this letter,  including but not limited to
          any bonus program,  personal illness,  vacation/optional  holiday pay;
          family  illness/personal  time;  bereavement  leave;  or holidays.  By
          signing this Agreement, you agree that, notwithstanding any rights you
          may otherwise have under these  programs,  you hereby waive your claim
          to any benefits under these programs.

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3.   EARLY TERMINATION OF SPECIAL ASSIGNMENT.

     If you accept this  position,  it will become your new  assignment  and you
     will have no right to return to your current position.  We have agreed that
     you will continue in your part time special  assignment  position until the
     Scheduled  Expiration  Date, at which time your employment with the Company
     will terminate; provided however, that the Term may end sooner in the event
     of the following:

     3.1  Death.  If you shall die  during the Term,  the Term  shall  terminate
          immediately. -----

     3.2  Disability. If during the Term you shall become physically or mentally
          disabled,  whether  totally or partially,  such that you are unable to
          perform  the  principal  services  hereunder  for (i) a period  of six
          consecutive months or (ii) for shorter periods  aggregating six months
          during any twelve month period,  the Company may at any time after the
          last day of the six  consecutive  months of  disability  or the day on
          which  the  shorter  periods  of  disability  shall  have  equaled  an
          aggregate of six months, by written notice to you (but before you have
          recovered from such disability), terminate the Term.

     3.3  Cause.  The Term may be  terminated  by the Company upon notice to you
          upon the  occurrence  of any event  constituting  "Cause"  as  defined
          herein.  As used  herein,  the term  "Cause"  means:  your willful and
          intentional  failure or  refusal  to  perform  or observe  any of your
          material  duties,  responsibilities  or obligations  set forth in this
          Agreement;  provided, however, that the Company shall not be deemed to
          have Cause  pursuant to this  clause (i) unless the Company  gives you
          written  notice that the  specified  conduct has  occurred  and making
          specific  reference to this Section 3.3, you are given an  opportunity
          to appear before the Board of Directors to discuss the conduct alleged
          to  constitute  Cause and you fail to cure the conduct  within  thirty
          (30) days after  receipt of such notice;  (ii) breach by you of any of
          your  obligations  under  Section 5  hereof;  (iii)  any  willful  and
          intentional acts by you involving fraud,  theft,  misappropriation  of
          funds,  embezzlement or material  dishonesty  affecting the Company or
          willful  misconduct by you which has, or could  reasonably be expected
          to have,  a  material  adverse  effect  on the  Company;  or (iv) your
          conviction  of,  or plea of guilty or nolo  contendre  to, an  offense
          which is a felony in the jurisdiction involved.

     3.4  Permitted Termination by You.

          3.4.1     The Term may be terminated by you upon notice to the Company
                    of any event  constituting  "Good Reason" as defined herein.
                    As used herein,  the term "Good Reason" means the occurrence
                    of any of the following, without your prior written consent:
                    (i) assignment of duties materially inconsistent with duties
                    as described in Section 1 hereof;  (ii) any material  breach
                    of this  Agreement by the Company  which is  continuing;  or
                    (iii) if the  Company's  headquarters  are moved outside the
                    New York  City  metropolitan  area and you are  required  to
                    perform  your  duties  at the  new  headquarters;  provided,
                    however,  that you shall  not be deemed to have Good  Reason
                    pursuant to clauses  (i) and (ii) above  unless you give the
                    Company  written notice that the specified  conduct or event
                    has occurred and making  specific  reference to this Section
                    3.4.1 and the  Company  fails to cure such  conduct or event
                    within thirty (30) days of receipt of such notice.

          3.4.2     The Term may be  terminated by you at any time by giving the
                    Company a notice of  termination  specifying  a  termination
                    date no less than  sixty (60) days after the date the notice
                    is given.

4.   SEVERANCE

     4.1  If the Term is terminated  pursuant to Section 3.1, 3.2 or 3.3 hereof,
          or by you other than pursuant to Section 3.4.1,  you shall be entitled
          to receive your Salary and any additional  benefits provided hereunder
          at the rates  provided  in  Section 2 hereof to the date on which such
          termination shall take effect.

     4.2  If the Term is  terminated  by you  pursuant  to  Section  3.4.1,  the
          Company shall continue  thereafter to provide you (i) payments of your
          Salary in the manner and  amounts  specified  in Section 3.1 until the
          Expiration Date (the "Good Reason  Severance  Period") and (ii) fringe
          benefits in the manner and amounts  specified in Section 2.6 until the
          end of Good Reason Severance Period. In addition,  all unvested equity
          arrangements  provided to you prior to the Effective Date or under any
          employee  benefit plan of the Company shall continue to vest until the
          Expiration  Date unless vesting is accelerated  upon the occurrence of
          the Third Party  Change in Control and shall  remain  exercisable  for
          ninety days thereafter.

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     4.3  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 either (x) the  Company's  common stock ceases to
          be listed on a national  securities  exchange  or on NASDAQ or (y) the
          shareholders  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.

          4.3.1     "Excluded Person" means (i) Isaac Perlmutter and Avi Arad or
                    any of their affiliates,  (ii) any spouse or any one or more
                    lineal  descendants  Messers  Perlmutter  and Arad or any of
                    their affiliates, and (iii) any trust established solely for
                    the  benefit  of,  and any  charitable  trust or  foundation
                    established  by,  any  person  or  entity  included  in  the
                    foregoing  clauses  (i) and  (ii);  provided  that each such
                    persons  and entity  included  in clauses (i) and (ii) shall
                    only be deemed to be an  Excluded  Person to the extent that
                    the  Company's  securities  was  received  by such person or
                    entity  directly or  indirectly  from Mr.  Perlmutter or Mr.
                    Arad, respectively.

     4.4  If any payment or benefit (within the meaning of Section 280G(b)(2) of
          the Internal Revenue Code of 1986, as amended (the "Code")), to you or
          for your  benefit  paid or payable  or  distributed  or  distributable
          pursuant to the terms of this  Agreement or  otherwise  in  connection
          with, or arising out of, your  employment with the Company or a change
          in ownership or effective  control of the Company or of a  substantial
          portion of its assets (a "Parachute Payment" or "Parachute Payments"),
          would be subject to the excise tax imposed by Section 4999 of the Code
          or any interest or penalties  are incurred by you with respect to such
          excise tax (such  excise  tax,  together  with any such  interest  and
          penalties,  are  hereinafter  collectively  referred to as the "Excise
          Tax"),  then you will be entitled to receive an additional  payment (a
          "Gross-Up Payment") in an amount such that after payment by you of all
          taxes  (including  any interest or penalties,  other than interest and
          penalties  imposed by reason of the you  failure to file  timely a tax
          return  or pay taxes  shown to be due on you  return),  including  any
          Excise Tax imposed upon the Gross-Up Payment,  you retain an amount of
          the  Gross-Up  Payment  equal  to the  Excise  Tax  imposed  upon  the
          Parachute Payments.

     4.5  An initial  determination as to whether a Gross-Up Payment is required
          pursuant to this  Agreement  and the amount of such  Gross-Up  Payment
          shall  be made  at the  Company's  expense  by the  Company's  regular
          outside  auditors (the "Accounting  Firm").  The Accounting Firm shall
          provide  its  determination  (the   "Determination"),   together  with
          detailed supporting  calculations and documentation to the Company and
          you within ten days of the Termination Date if applicable, or promptly
          upon request by the Company or by you (provided you reasonably believe
          that any of the  Parachute  Payments may be subject to the Excise Tax)
          and if the Accounting Firm determines that no Excise Tax is payable by
          you with  respect to a Parachute  Payment or  Parachute  Payments,  it
          shall furnish you with an opinion reasonably acceptable to you that no
          Excise Tax will be imposed with respect to any such Parachute  Payment
          or  Parachute  Payments.  Within  ten  days  of  the  delivery  of the
          Determination  to you,  you  shall  have  the  right  to  dispute  the
          Determination  (the  "Dispute").  The  Gross-Up  Payment,  if any,  as
          determined  pursuant to this  Section 4.7 shall be paid by the Company
          to you  within  ten  days  of the  receipt  of the  Accounting  Firm's
          determination  notwithstanding  the existence of any Dispute. If there
          is  no  Dispute,  the  Determination  shall  be  binding,   final  and
          conclusive  upon the  Company and you  subject to the  application  of
          Section 4.8 below.  The  Company and you shall  resolve any Dispute in
          accordance with the terms of this Agreement.

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     4.6  As a result of the uncertainty in the application of Sections 4999 and
          280G of the Code, the parties  acknowledge  that it is possible that a
          Gross-Up  Payment (or a portion thereof) will be paid which should not
          have been paid (an  "Excess  Payment")  or a  Gross-Up  Payment  (or a
          portion  thereof)  which should have been paid will not have been paid
          (an  Underpayment").  An Underpayment shall be deemed to have occurred
          (i) upon  notice  (formal or  informal)  to you from any  governmental
          taxing  authority that your tax liability  (whether in respect of your
          current  taxable year or in respect of any prior  taxable year) may be
          increased by reason of the imposition of the Excise Tax on a Parachute
          Payment or  Parachute  Payments  with respect to which the Company has
          failed  to  make  a   sufficient   Gross-Up   Payment,   (ii)  upon  a
          determination  by a court,  (iii) by  reason of  determination  by the
          Company  (which  shall  include  the  position  taken by the  Company,
          together  with its  consolidated  group,  on its  federal  income  tax
          return)  or  (iv)  upon  the   resolution   of  the  Dispute  to  your
          satisfaction. If an Underpayment occurs, you shall promptly notify the
          Company and the Company  shall  promptly,  but in any event,  at least
          five days prior to the date on which the applicable  government taxing
          authority has  requested  payment,  pay to you an additional  Gross-Up
          Payment equal to the amount of the Underpayment  plus any interest and
          penalties (other than interest and penalties imposed by reason of your
          failure to file  timely a tax  return or pay taxes  shown to be due on
          your return) imposed on the  Underpayment.  An Excess Payment shall be
          deemed to have occurred upon a "Final  Determination"  (as hereinafter
          defined)  that the Excise Tax shall not be  imposed  upon a  Parachute
          Payment or  Parachute  Payments (or portion  thereof)  with respect to
          which  you had  previously  received  a  Gross-Up  Payment.  A  "Final
          Determination" shall be deemed to have occurred when you have received
          from the applicable  government  taxing authority a refund of taxes or
          other  reduction  in the your tax  liability  by reason of the  Excise
          Payment and upon either (x) the date a determination is made by, or an
          agreement is entered into with,  the  applicable  governmental  taxing
          authority  which  finally and  conclusively  binds you and such taxing
          authority,  or in the event that a claim is brought  before a court of
          competent jurisdiction,  the date upon which a final determination has
          been made by such  court and either  all  appeals  have been taken and
          finally  resolved  or the time for all  appeals has expired or (y) the
          statute of limitations  with respect to your applicable tax return has
          expired.  If an Excess  Payment is determined  to have been made,  the
          amount of the Excess Payment shall be treated as a loan by the Company
          to you and you shall pay to the  Company on demand  (but not less than
          10 days after the  determination  of such  Excess  Payment and written
          notice has been  delivered  to you) the  amount of the Excess  Payment
          plus interest at an annual rate equal to the  Applicable  Federal Rate
          provided  for in Section  1274(d) of the Code from the date the Gross-
          Up Payment (to which the Excess Payment relates) was paid to you until
          the date of repayment to the Company.

     4.7  Notwithstanding  anything contained in this Agreement to the contrary,
          in the event that, according to the Determination,  an Excise Tax will
          be imposed on any Parachute Payment or Parachute Payments, the Company
          shall pay to the applicable  government  taxing  authorities as Excise
          Tax  withholding,  the amount of the Excise Tax that the  Company  has
          actually withheld from the Parachute Payment or Parachute  Payments or
          the Gross Up Payment.

5.   PROTECTION OF CONFIDENTIAL INFORMATION; NON-COMPETITION.

     5.1  In view of the fact that your work for the Company has brought you and
          will continue to bring you into close  contact with many  confidential
          affairs of the Company not readily available to the public, as well as
          plans for future developments by the Company, you agree:

          5.1.1     To  keep  and  retain  in  the  strictest   confidence   all
                    confidential  matters  of the  Company,  including,  without
                    limitation,  "know  how",  trade  secrets,  customer  lists,
                    pricing policies,  operational methods, technical processes,
                    formulae,   inventions  and  research  projects,  and  other
                    business    affairs    of   the    Company    ("Confidential
                    Information"),  learned by you heretofore or hereafter,  and
                    not  to  use or  disclose  them  to  anyone  outside  of the
                    Company,  either during or after your  employment with = the
                    Company,  except in the  course of  performing  your  duties
                    hereunder or with the  Company's  express  written  consent;
                    provided,  however,  that the  restrictions  of this Section
                    5.1.1  shall  not  apply  to that  part of the  Confidential
                    Information  that you  demonstrate  is or becomes  generally
                    available  to  the  public  other  than  as  a  result  of a
                    disclosure by you or is available,  or becomes available, to
                    you on a  non-confidential  basis, but only if the source of
                    such  information is not prohibited  from  transmitting  the
                    information to you by a contractual,  legal,  fiduciary,  or
                    other obligation; and

                                       6
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          5.1.2     To deliver  promptly to the Company on  termination  of your
                    employment by the Company, or at any time the Company may so
                    request, all memoranda,  notes, records,  reports,  manuals,
                    drawings,  blueprints  and other  documents  (and all copies
                    thereof) relating to the Company's business and all property
                    associated  therewith,  which you may then  possess  or have
                    under your control.

     5.2  Prior to  Scheduled  Expiration  Date,  you  shall  not,  directly  or
          indirectly,  enter the  employ  of, or render  any  services  to,  any
          person, firm or corporation  engaged in any business  competitive with
          the  business  of  the  Company  or of  any  of  its  subsidiaries  or
          affiliates; you shall not engage in such business on your own account;
          and you shall not become interested in any such business,  directly or
          indirectly, as an individual, partner, shareholder, director, officer,
          principal,  agent,  employee,  trustee,  consultant,  or in any  other
          relationship or capacity; provided, however, that nothing contained in
          this  Section  5.2  shall be deemed to  prohibit  you from  acquiring,
          solely as an  investment,  up to five percent (5%) of the  outstanding
          shares of capital stock of any public corporation or taking a position
          with a  business  the main  business  of  which is the sale of  retail
          products to customers.

     5.3  If you commit a breach,  or threaten to commit a breach, of any of the
          provisions  of Sections 5.1 or 5.2 hereof,  the Company shall have the
          following rights and remedies:

          5.3.1     The  right  and  remedy  to  have  the  provisions  of  this
                    Agreement  specifically  enforced by any court having equity
                    jurisdiction, it being acknowledged and agreed that any such
                    breach or threatened breach will cause irreparable injury to
                    the  Company  and that  money  damages  will not  provide an
                    adequate remedy to the Company; and

          5.3.2     The right and remedy to require  you to account  for and pay
                    over  to the  Company  all  compensation,  profits,  monies,
                    accruals,   increments  or  other   benefits   (collectively
                    "Benefits")  derived or received by you as the result of any
                    transactions  constituting a breach of any of the provisions
                    of Section 5.2 hereof,  and you hereby  agree to account for
                    and pay  over  such  Benefits  to the  Company.  Each of the
                    rights and remedies enumerated above shall be independent of
                    the other,  and shall be severally  enforceable,  and all of
                    such rights and remedies shall be in addition to, and not in
                    lieu of, any other  rights  and  remedies  available  to the
                    Company under law or in equity.

     5.4  If any of the  covenants  contained in Sections 5.1 or 5.2 hereof,  or
          any  part   thereof,   hereafter   are  construed  to  be  invalid  or
          unenforceable, the same shall not affect the remainder of the covenant
          or covenants,  which shall be given full effect, without regard to the
          invalid portions.

     5.5  If any of the  covenants  contained in Sections 5.1 or 5.2 hereof,  or
          any part thereof, are held to be unenforceable because of the duration
          of such  provision or the area  covered  thereby,  the parties  hereto
          agree that the court making such determination shall have the power to
          reduce the duration  and/or area of such provision and, in its reduced
          form, said provision shall then be enforceable.

     5.6  The parties hereto intend to and hereby confer jurisdiction to enforce
          the covenants contained in Sections 5.1 and 5.2 hereof upon the courts
          of any state within the geographical  scope of such covenants.  In the
          event  that the  courts of any one or more of such  states  shall hold
          such covenants  wholly  unenforceable by reason of the breadth of such
          covenants or otherwise, it is the intention of the parties hereto that
          such determination not bar or in any way affect the Company's right to
          the relief provided above in the courts of any other states within the
          geographical  scope of such covenants as to breaches of such covenants
          in such other  respective  jurisdictions,  the above covenants as they
          relate to each state being for this purpose severable into diverse and
          independent covenants.

     5.7  In the event that any action,  suit or other  proceeding  in law or in
          equity is brought to enforce the  covenants  contained in Sections 5.1
          and 5.2 hereof or to obtain money damages for the breach thereof,  and
          such action results in the award of a judgment for money damages or in
          the granting of any  injunction in favor of the Company,  all expenses
          (including  reasonable attorneys' fees) of the Company in such action,
          suit or other  proceeding  shall (on demand of the Company) be paid by
          you.  In the event the  Company  fails to obtain a judgment  for money
          damages  or an  injunction  in  favor  of the  Company,  all  expenses
          (including  reasonable  attorneys' fees) of yours in such action, suit
          or other proceeding shall (on your demand) be paid by the Company.

                                       7
<PAGE>

6.   INVENTIONS AND PATENTS.

     You agree that all processes,  technologies  and inventions,  including new
     contributions,  improvements,  ideas and discoveries, whether patentable or
     not, conceived,  developed,  invented or made by you during your employment
     by the Company, whether heretofore or hereafter, or for one year thereafter
     (collectively,  "Inventions")  shall belong to the Company,  provided  that
     such  Inventions  grew  out of your  work  with the  Company  or any of its
     subsidiaries  or  affiliates,  are related to the business  (commercial  or
     experimental)  of the Company or any of its  subsidiaries  or affiliates or
     are  conceived  or  made  on the  Company's  time  or  with  the use of the
     Company's  facilities  or  materials.  You  shall  promptly  disclose  such
     Inventions  to the  Company  and  shall,  subject to  reimbursement  by the
     Company  for  all  reasonable   expenses  incurred  by  you  in  connection
     therewith, (a) assign to the Company, without additional compensation,  all
     patent  and other  rights to such  Inventions  for the  United  States  and
     foreign  countries;  (b)  sign  all  papers  necessary  to  carry  out  the
     foregoing; and (c) give testimony in support of your inventorship.

7.   INTELLECTUAL PROPERTY.

     The Company  shall be the sole owner of all the  products  and  proceeds of
     your services hereunder and under the Employment Agreement,  including, but
     not limited  to, all  materials,  ideas,  concepts,  formats,  suggestions,
     developments,  arrangements,  packages,  programs  and  other  intellectual
     properties  that you may acquire,  obtain,  develop or create in connection
     with and during your employment whether  heretofore or hereafter,  free and
     clear of any  claims by you (or anyone  claiming  under you) of any kind or
     character whatsoever (other than your right to receive payments hereunder).
     You  shall,  at the  request  of the  Company,  execute  such  assignments,
     certificates or other instruments as the Company may from time to time deem
     necessary or desirable to evidence, establish,  maintain, perfect, protect,
     enforce  or  defend  its  right,  title  or  interest  in  or to  any  such
     properties.

8.   INDEMNIFICATION.

     To the fullest extent permitted by applicable law, you shall be indemnified
     and held  harmless for any action or failure to act in your  capacity as an
     officer  or  employee  of  the  Company  or  any  of  its   affiliates   or
     subsidiaries,  whether prior to or after the date hereof. In furtherance of
     the  foregoing  and not by way of  limitation,  if you  are a party  or are
     threatened  to be made a  party  to any  suit  because  you  were or are an
     officer or employee of the Company or such  affiliate  or  subsidiary,  you
     shall be indemnified  against  expenses,  including  reasonable  attorney's
     fees, judgments,  fines and amounts paid in settlement if you acted in good
     faith and in a manner  reasonably  believed  to be in or not opposed to the
     best  interest of the Company,  and with respect to any criminal  action or
     proceeding,  you had no  reasonable  cause  to  believe  your  conduct  was
     unlawful.  Indemnification under this Section 8 shall be in addition to any
     other  indemnification  by the  Company  of  its  officers  and  directors.
     Expenses  incurred by you in defending an action,  suit or  proceeding  for
     which  you claim the right to be  indemnified  pursuant  to this  Section 8
     shall be paid by the  Company in advance of the final  disposition  of such
     action,  suit or proceeding  upon receipt of an undertaking by or on behalf
     of you to repay  such  amount  in the  event  that it shall  ultimately  be
     determined  that you are not  entitled to  indemnification  by the Company.
     Such  undertaking  shall be accepted  without  reference to your  financial
     ability to make repayment.  The provisions of this Section 8 shall apply as
     well to your actions and  omissions  as a trustee of any  employee  benefit
     plan of the Company, its affiliates or subsidiaries.

9.   ARBITRATION; LEGAL FEES.

     Except with respect to injunctive relief under Section 5 of this Agreement,
     any dispute or  controversy  arising  out of or relating to this  Agreement
     shall be resolved exclusively by arbitration in New York City in accordance
     with  the  Commercial   Arbitration  Rules  of  the  American   Arbitration
     Association  then in  effect.  Judgment  on the award may be entered in any
     court  having  jurisdiction  thereof.  The  Company  shall  reimburse  your
     reasonable  costs and expenses  incurred in connection with any arbitration
     proceeding  pursuant  to  this  Section  9 if  you  are  the  substantially
     prevailing party in that proceeding.

                                       8
<PAGE>

10.  NOTICES.

     All  notices,  requests,  consents  and other  communications  required  or
     permitted to be given  hereunder shall be in writing and shall be deemed to
     have been duly given if delivered personally,  sent by overnight courier or
     mailed  first class,  postage  prepaid,  by  registered  or certified  mail
     (notices mailed shall be deemed to have been given on the date mailed),  as
     follows (or to such other address as either party shall designate by notice
     in writing to the other in accordance herewith):

                        If to the Company, to:

                        Marvel Enterprises, Inc.
                        10 East 40th Street
                        New York, New York 10016
                        Attention: General Counsel

                        If to Mr. Lipson, to:

                        Allen S. Lipson
                        35 Brookwood Drive
                        Woodbridge, CT 06525

11.  GENERAL.

     11.1 This  Agreement  shall be governed by and  construed  and  enforced in
          accordance  with the  laws of the  State  of New  York  applicable  to
          agreements  made and to be  performed  entirely  in New York,  without
          regard to the conflict of law principles of such state.

     11.2 The section headings  contained herein are for reference purposes only
          and shall not in any way affect the meaning or  interpretation of this
          Agreement.

     11.3 As of the  Effective  Date,  this  Agreement  and  your  stock  option
          agreements will set forth the entire  agreement and  understanding  of
          the parties  relating to the subject  matter hereof and will supersede
          all prior  agreements,  arrangements  and  understandings,  written or
          oral, relating to the subject matter hereof,  including the Employment
          Agreement  between you and the Company  dated  October  29,  1999,  as
          amended,  and  you  expressly  acknowledge  the  termination  of  such
          Employment  Agreement  at that  time,  except  as  otherwise  provided
          herein.  No  representation,  promise or  inducement  has been made by
          either party that is not embodied in this Agreement, and neither party
          shall be bound by or liable for any alleged representation, promise or
          inducement not so set forth.

     11.4 This Agreement,  and your rights and obligations hereunder, may not be
          assigned by you. The Company may assign its rights,  together with its
          obligations,  hereunder  (i) to any affiliate or (ii) to third parties
          in connection with any sale,  transfer or other  disposition of all or
          substantially  all  of its  business  or  assets;  in  any  event  the
          obligations  of  the  Company   hereunder  shall  be  binding  on  its
          successors or assigns, whether by merger, consolidation or acquisition
          of all or substantially all of its business or assets.

     11.5 This Agreement may be amended, modified, superseded, canceled, renewed
          or extended and the terms or covenants hereof may be waived, only by a
          written  instrument  executed by both of the parties hereto, or in the
          case of a waiver,  by the party  waiving  compliance.  The  failure of
          either  party  at any  time or times  to  require  performance  of any
          provision  hereof shall in no manner  affect the right at a later time
          to enforce  the same.  No waiver by either  party of the breach of any
          term or covenant  contained in this  Agreement,  whether by conduct or
          otherwise,  in any one or more  instances,  shall be  deemed to be, or
          construed as, a further or continuing  waiver of any such breach, or a
          waiver of the breach of any other term or covenant  contained  in this
          Agreement.

                                       9
<PAGE>

     11.6 Implementation. The Company and you both agree, without the receipt of
          further  consideration,  to sign  and  deliver  any  documents  and do
          anything  else that is necessary in the future to make the  provisions
          of this Agreement effective.

                                                Sincerely yours,

                                                Marvel Enterprises Inc.

                                                /s/----------------------------
                                                Name:    Morton Handel
                                                Title:   Chairman

Acknowledged and Agreed:
                                                Dated:  November 21, 2002
/s/----------------------
Allen S. Lipson

                                       10
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