Exhibit 10.18

                              EMPLOYMENT AGREEMENT


     EMPLOYMENT  AGREEMENT,   dated  as  of  August  13,  2001,  between  Marvel
Enterprises,  Inc., a Delaware  corporation  (the  "Company") and Alan Fine (the
"Executive").

     WHEREAS,  the Company  wishes to employ the  Executive,  and the  Executive
wishes to accept such employment,  on the terms and conditions set forth in this
Agreement.

     NOW, THEREFORE,  in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom,  the parties hereto agree
as follows:

1. Employment, Duties and Acceptance.

1.1.Employment,  Duties.  The Company  hereby employs the Executive for the Term
(as defined in Section 2.1), to render  services to the Company as President and
Chief Executive  Officer of the Company's Toy Biz Division and as Executive Vice
President of the Company or in such other executive  position as may be mutually
agreed upon by the Company and the Executive.  The Executive shall report to the
Company's Chief  Executive  Officer and the Board of Directors and shall perform
such other  duties  consistent  with such  positions  as may be  assigned to the
Executive by the Company's Chief Executive Officer or Board of Directors.

1.2  Acceptance.  The Executive  hereby  accepts such  employment  and agrees to
render the services  described  above.  During the Term, the Executive agrees to
serve the Company  faithfully and to the best of the  Executive's  ability.  The
Executive  agrees to devote the  Executive's  entire  business time,  energy and
skill  to the  Executive's  employment  under  this  Agreement  and  to use  the
Executive's  professional  efforts,  skill and ability to promote the  Company's
interests.  Notwithstanding the foregoing, the Executive may devote up to 10% of
his business time, in the aggregate,  to the activities  other than those of the
Company to the extent that such activities do not materially  interfere with the
performance of the Executive's duties under this Agreement. The Executive agrees
to accept  election,  and to serve  during  all or any part of the  Term,  as an
officer or director of the Company and of any  subsidiary  or  affiliate  of the
Company,  without any  compensation  therefore other than that specified in this
Agreement,  if elected to any such position by the  shareholders or by the Board
of Directors of the Company or of any  subsidiary or affiliate,  as the case may
be.

1.3  Location.  The duties to be performed by the Executive  hereunder  shall be
performed  primarily at the offices of the Company in New York City,  subject to
reasonable and customary travel requirements on behalf of the Company.

2. Term of Employment

2.1 The Term. The term of the Executive's  employment  under this Agreement (the
"Term") shall commence on August 13, 2001 (the  "Effective  Date") and shall end
on the close of business on August 12, 2003 (the  "Expiration  Date").  The Term
shall end earlier  than the  Expiration  Date if sooner  terminated  pursuant to
Section 4 hereof.

3. Compensation; Benefits.

3.1 Salary.  As  compensation  for all services to be rendered  pursuant to this
Agreement,  the  Company  agrees  to pay the  Executive  during  the Term a base
salary,  payable bi-weekly in arrears,  at the annual rate of $450,000 less such
deductions  or  amounts  to be  withheld  as  required  by  applicable  law  and
regulations  and  deductions   authorized  by  the  Executive  in  writing.  The
Executive's  base salary shall be reviewed no less  frequently than annually and
may be increased,  but not decreased.  The Executive's  base salary as in effect
from time to time is referred to in this Agreement as the "Base Salary".

3.2 Bonus.  In  addition to the amount to be paid to the  Executive  pursuant ot
Section 3.1 hereof,  the Executive  shall be entitled to receive a cash bonus in
respect of year 2001 and  thereafter,  based upon the  attainment of performance
goals  set by the  Board of  Directors  (the  "Bonus  Performance  Goals").  The
Executive's  target  annual bonus amount shall be 50% of his base salary for the
year.  Each annual bonus shall be paid when annual bonuses are paid generally to
the  Company's  other senior  executive  officers but in no event later than the
ninetieth day of the next fiscal year.

3.3 Business Expenses.  The Company shall pay for or reimburse the Executive for
all reasonable expenses actually incurred by or paid by the Executive during the
Term in the performance of the Executive's  services under this Agreement,  upon
presentation  of  expense  statements  or  vouchers  or  such  other  supporting
information as the Company customarily may require of its officers.

3.4 Vacation.  During the Term,  the  Executive  shall be entitled to a vacation
period or  periods of four (4) weeks per year.  Vacation  time may be accrued or
carried over from one year to the next in accordance with the vacation policy.

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3.5 Fringe  Benefits.  During the Term,  the Executive  shall be entitled to all
benefits for which the Executive  shall be eligible under any qualified  pension
plan,  401(k) plan,  group  insurance or other so-called  "fringe"  benefit plan
which the Company provides to its employees  generally,  as from time to time in
effect for executive employees of the Company generally.

3.6 Additional  Benefits.  During the Term,  the Executive  shall be entitled to
such other benefits as are specified in Schedule I to this Agreement.

4. Termination.

4.1 Death.  If the Executive shall die during the Term, the Term shall terminate
immediately.

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

4.3 Cause.  The Term may be  terminated by the Company upon notice to the Lender
upon the occurrence of any event constituting "Cause" as defined herein. As used
herein,  the term  "Cause"  means:  (i) the  Lender's or the  Executive's  gross
neglect  or  refusal  to  perfom  or  observe  any  of  their  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 the Lender  written  notice that the specified  conduct
has occurred and making specific reference to this Section 4.3(i) and the Lender
or the  Executive,  as the case may be, fails to cure the conduct  within thirty
(30) days after the Lender's  receipt of such notice;  (ii) breach by the Lender
or the Executive of any of their obligations  under Section 5 hereof;  (iii) any
willful and intentional acts of the Executive or the Executive  involving fraud,
theft,  misappropriation of funds, embezzlement or material dishonesty affecting
the Company or willful  misconduct by the Lender or the Executive  which has, or
could  reasonably be expected to have, a material adverse effect on the Company;
or (iv) the Lender's or the Executive's conviction of, or plea of guilty or nolo
contendre to, an offense which is a felony in the jurisdiction involved.

4.4 Permitted Termination by the Executive.

     (a)  The Term may be terminated by the Executive 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 the prior written  consent of the  Executive:  (i)
          assignment of the Executive to duties materially inconsistent with the
          Executive's  positions  as  described  in Section 1.1  hereof,  or any
          significant  diminution in the Executive's duties or responsibilities,
          other  than in  connection  with the  termination  of the  Executive's
          employment for Cause or disability or by the Executive  other than for
          Good Reason; (ii) any material breach of this Agreement by the Company
          which is  continuing;(iii) a change in the location of the Executive's
          principal place of employment to a location other than as specified in
          Section 1.3 hereof;  or (iv) the occurrence of a Third Party Change in
          Control (as defined in Section  4.5(d))  provided,  however,  that the
          Executive  shall not be deemed to have Good Reason pursuant to clauses
          (i) and (ii) above  unless the  Executive  gives the  Company  written
          notice that the  specified  conduct or event has  occurred  and making
          specific  reference to this Section 4.4 and the Company  fails to cure
          such  conduct  or event  within  thirty  (30) days of  receipt of such
          notice.

     (b)  The Term may be  terminated by the Executive at any time by giving the
          Company a notice of termination  specifying a termination date no less
          than thirty (30) days after the date the notice is given.

4.5 Severance.

     (a)  If the Term is terminated  pursuant to Section 4.1, 4.2 or 4.3 hereof,
          or by the  Executive  other  than  pursuant  to  Section  4.4(a),  the
          Executive  shall be entitled to receive his Base Salary,  benefits and
          reimbursements  provided  hereunder at the rates  provided in Sections
          3.1,  3.5 and 3.6 hereof to the date on which such  termination  shall
          take  effect.  In  addition,  if the Term is  terminated  pursuant  to
          Section 4.1 or 4.2,  the  Executive  shall also be entitled to receive
          any bonus which has been awarded in respect of a previously  completed
          fiscal  year but which  has not yet been  paid and a pro rata  portion
          (based  on  time)  of the  annual  bonus  for the  year in  which  the
          termination  date occurs (a "Pro Rata  Bonus").  The Pro Rata Bonus to
          which the  Executive  is  entitled,  if any,  for each  year  shall be
          determined  solely by reference to the  attainment of the  established

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          performance  goals  as  of  the  end  of  the  fiscal  year  in  which
          termination  of  employment  occurs and shall be paid when  bonuses in
          respect  of  that  year  are  generally  paid to the  Company's  other
          executives  but in no event later than the  ninetieth  day of the next
          fiscal year.

     (b)  Except as provided in Section 4.5(c), if the Term is terminated by the
          Executive  pursuant to clauses (i), (ii) or (iii) of Section 4.4(a) or
          by the Company  other than  pursuant to Section  4.1,  4.2 or 4.3, the
          Company  shall  continue  thereafter  to  provide  the  Executive  (i)
          payments of Base Salary in the manner and amounts specified in Section
          3.1 until the first  anniversary of the date of  termination,  (ii) if
          termination  occurs at any time after a bonus has been  awarded  under
          Section 3.2 in respect of a previously completed fiscal year and prior
          to the time that the bonus has been paid,  the  amount of that  bonus,
          (iii) a Pro Rata  Bonus for the year in which  termination  occurs and
          (iv) fringe  benefits in the manner and amounts  specified  in Section
          3.5 until the earlier of the Expiration Date, the period ending on the
          date the Executive  begins work as an employee or  consultant  for any
          other  entity  or six (6)  months  after the date of  termination.  In
          addition,  all equity arrangements provided to the Executive hereunder
          or under any employee  benefit plan of the Company  shall  continue to
          vest  for  the  period  specified  in  clause  (iv)  of  this  Section
          4.5(b)(unless  vesting is  accelerated  upon the occurrence of a Third
          Party  Change in Control as  described  in Section  4.5(d))  and shall
          remain  exercisable  for  ninety  days  after the end of that  period.
          Bonuses payable  pursuant to this Section  4.5(b),  other than the Pro
          Rata Bonus,  shall be payable in the manner  described  in Section 3.2
          within 30 days  after the date of  termination.  The Pro Rata Bonus to
          which the Executive is entitled, if any, shall be paid within the time
          period provided in Section 4.5(a). The Executive shall have no duty or
          obligation to mitigate the amounts or benefits required to be provided
          pursuant  to this  Section  4.5(b),  nor  shall  any such  amounts  or
          benefits be reduced or offset by any other amounts to which  Executive
          may become entitled;  provided, that if the Executive becomes employed
          by a new  employer  or  self-employed  prior  to  the  earlier  of the
          Expiration Date or six (6) months after the date of  termination,  the
          Base Salary  payable to the Executive  pursuant to this Section 4.5(b)
          shall be reduced by an amount equal from such  employment with respect
          to that period (and the  Executive  shall be required to return to the
          Company,  without interest, any amount by which such payments pursuant
          to Section this 4.5(b)  exceed the Base Salary to which the  Executive
          is  entitled  after  giving  effect  to that  reduction)  and,  if the
          Executive  becomes  eligible  to  receive  medical  or  other  welfare
          benefits  under another  employer  provided  plan,  the  corresponding
          medical and other welfare benefits  provided under this Section 4.5(b)
          shall be  terminated.  As a condition to the  Executive  receiving the
          payments  under  Section  4.5(b),   the  Executive  agrees  to  permit
          verification of his employment  records and Federal income tax returns
          by an independent attorney or accountant,  selected by the Company but
          reasonably  acceptable  to the  Executive,  who agrees to preserve the
          confidentiality  of the information  disclosed by the Executive except
          to the  extent  required  to permit  the  Company to verify the amount
          received by Executive from other active employment.

     (c)  If the Term is terminated by the Executive pursuant to Section 4.4(a),
          or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, and,
          in any such event,  the termination  shall occur upon or following the
          occurrence  of a Third Party  Change in Control (as defined in Section
          4.5(d) or in  contemplation  of a Third Party  Change in Control,  the
          Company shall thereafter  provide the Executive (i) an amount equal to
          two (2) times the sum of (x) the then  current Base Salary and (y) the
          average of the two most  recent  annual  bonuses  paid  (treating  any
          annual bonus which is not paid as a result of the Executive's  failure
          to attain the Bonus Performance Goals as having been paid in an amount
          equal to zero) to the Executive during the Term (or if only one annual
          bonus has been paid, the amount of that annual bonus,  to be paid in a
          lump  sum  within  30 days  after  the date of  termination,  and (ii)
          benefits  in the manner and  amounts  specified  in Section  3.5 until
          twelve (12) months after the date of  termination  or, with respect to
          medical  and  other  welfare  benefits,  when  the  Executive  becomes
          eligible to receive  medical or other welfare  benefits  under another
          employer  provided  plan if sooner than  twelve (12) months  after the
          date of termination.  In addition, all equity arrangements provided to
          the  Executive  hereunder  or under any  employee  benefit plan of the
          Company shall continue to vest until twelve (12) months after the date
          of termination  unless  vesting is accelerated  upon the occurrence of
          the Third Party Change in Control as described in Schedule I.

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     (d)  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 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 (i) 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 or
          (ii)  exists  solely by virtue  of the fact that the  members  of such
          group are parties to the Stockholders' Agreement,  dated as of October
          1, 1998, by and among the Company,  Isaac  Perlmutter,  Avi Arad, Mark
          Dickstein,   The  Chase   Manhattan   Bank,   Morgan   Stanley  &  Co.
          Incorporated,  Whippoorwill  Associates Incorporated and various other
          stockholders  of the Company,  as that  agreement  may be amended from
          time to time (the "Stockholders  Agreement").  "Excluded Person" means
          (i) while the Stockholders Agreement is in effect in substantially its
          current  form,  any  person or  entity  who or which is a party to the
          Stockholders  Agreement as of the Effective  Date and any affiliate of
          such a party to the Stockholders  Agreement who becomes a party to the
          Stockholders Agreement,  and (ii) Isaac Perlmutter and Avi Arad or any
          of their affiliates.

     (e)(i) 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 the
          Executive  or  for  the   Executive's   benefit  paid  or  payable  or
          distributed or  distributable  pursuant to the terms of this Agreement
          or otherwise in connection  with,  or arising out of, the  Executive's
          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 the  Executive  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
          the  Executive  will be entitled to receive an  additional  payment (a
          "Gross-Up  Payment")  in an amount  such  that  after  payment  by the
          Executive of all taxes  (including  any interest or  penalties,  other
          than  interest  and  penalties  imposed  by reason of the  Executive's
          failure to file  timely a tax  return or pay taxes  shown to be due on
          the  Executive's  return),  including  any Excise Tax imposed upon the
          Gross-Up  Payment,  the  Executive  retains an amount of the  Gross-Up
          Payment equal to the Excise Tax imposed upon the Parachute Payments.

          (ii) 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 the  Executive  within ten
               days of the  Termination  Date if  applicable,  or promptly  upon
               request  by  the  Company  or  by  the  Executive  (provided  the
               Executive  reasonably believes 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 the  Executive  with
               respect to a Parachute  Payment or Parachute  Payments,  it shall
               furnish the Executive  with an opinion  reasonably  acceptable to
               the Executive  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  the  Executive,  the
               Executive shall have the right to dispute the Determination  (the
               "Dispute").  The Gross-Up Payment, if any, as determined pursuant
               to this  Section  4.5(e)(ii)  shall be paid by the Company to the
               Executive 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 the Executive  subject to the
               application  of Section  4.5(e)(iii)  below.  The Company and the
               Executive  shall resolve any Dispute in accordance with the terms
               of this Agreement.

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          (iii)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 the Executive from any governmental taxing authority
               that the  Executive's  tax  liability  (whether in respect of the
               Executive's  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 the Executive's satisfaction.  If an
               Underpayment  occurs,  the Executive  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 the
               Executive 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 the  Executive's
               failure to file  timely a tax return or pay taxes shown to be due
               on the Executive's 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  the  Executive  had
               previously  received a Gross-Up Payment. A "Final  Determination"
               shall be deemed to have  occurred when the Executive has received
               from the applicable government taxing authority a refund of taxes
               or other  reduction in the Executive's 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 the  Executive 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 the Executive's 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 the Executive  and the  Executive  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 the Executive) 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 the Executive until the date of repayment to the Company.

          (iv) 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.

     (f)  Except  as  provided  in this  Section  4.5,  pursuant  to the  Marvel
          Enterprises,  Inc. Stock Option Plan as provided in Schedule I to this
          Agreement  and as required by law,  the Company  shall have no further
          obligation to the Executive after termination of the Term.

5. Protection of Confidential Information; Non-Competition

5.1 In view of the fact that the Executive's work for the Company will bring the
Executive 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, the Executive agrees:

     (a)  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 the Executive  heretofore  or hereafter,  and not to use or
          disclose them to anyone outside of the Company, either during or after

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          the Executive's  employment with the Company,  except in the course of
          performing  the  Executive's  duties  hereunder or with the  Company's
          express written consent;  provided,  however, that the restrictions of
          this Section 5.1.(a) shall not apply to that part of the  Confidential
          Information  that the Executive  demonstrates is or becomes  generally
          available to the public other than as a result of a disclosure  by the
          Executive or is available, or becomes available, to the Executive on a
          non-confidential  basis, but only if the source of such information is
          not prohibited from transmitting the information to the Executive by a
          contractual, legal, fiduciary, or other obligation; and

     (b)  To deliver  promptly to the Company on termination of the  Executive's
          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 the Executive
          may then possess or have under the Executive's control.

     (c)  If the Executive commits a breach, or threatens to commit a breach, of
          any of the  provisions  of Section 5.1 hereof,  the Company shall have
          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

5.2 If any of the  covenants  contained  in Sections  5.1, 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.

5.3 If any of the covenants contained in Sections 5.1, 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.

5.4 The parties hereto intend to and hereby confer  jurisdiction  to enforce the
covenants  contained  in Sections 5.1 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.

5.5 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 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 the  Executive.  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 the Executive in such action,
suit or other  proceeding  shall  (on  demand of the  Executive)  be paid by the
Company.

6. Inventions and Patents.

     The  Executive  agrees that all  processes,  technologies  and  inventions,
including  new  contributions,  improvements,  ideas  and  discoveries,  whether
patentable  or not,  conceived,  developed,  invented  or made by him during his
employment  by the  Company  or for six  (6)  months  thereafter  (collectively,
"Inventions")  shall belong to the Company,  provided that such  Inventions grew
out of the  Executive's  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;
provided,  however,  that  if the  Invention  was not  conceived  or made on the
Company's  time or with the use of Company's  facilities  or  materials  and the
Company is not interested in exploiting such  Invention,  the Executive shall be
free to offer it to any third party. The Executive shall promptly  disclose such
Inventions to the Company and shall, subject to reimbursement by the Company for
all reasonable expenses incurred by the Executive 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 the Executive's inventorship.

                                       6
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7. Intellectual Property.

     The Company shall be the sole owner of all the products and proceeds of the
Executive's  services hereunder,  including,  but not limited to, all materials,
ideas, concepts, formats,  suggestions,  developments,  arrangements,  packages,
programs  and other  intellectual  properties  that the  Executive  may acquire,
obtain, develop or create in connection with and during his employment, free and
clear of any claims by the Executive (or anyone claiming under the Executive) of
any kind or character  whatsoever  (other than the Executive's  right to receive
payments hereunder). The Executive 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,  Executive  shall be
indemnified  and held  harmless for any action or failure to act in his capacity
as an  officer  or  employee  of  the  Company  or  any  of  its  affiliates  or
subsidiaries.  In furtherance of the foregoing and not by way of limitation,  if
Executive is a party or is  threatened to be made a party to any suit because he
is an officer or employee of the Company or such  affiliate  or  subsidiary,  he
shall be indemnified  against expenses,  including  reasonable  attorney's fees,
judgments, fines and amounts paid in settlement if he 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,  he had no
reasonable cause to believe his 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  Executive in defending an
action,  suit or  proceeding  for  which he claims  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  Executive  to repay  such  amount  in the event  that it shall
ultimately  be  determined  that he is not  entitled to  indemnification  by the
Company.  Such undertaking  shall be accepted without reference to the financial
ability of Executive to make  repayment.  The provisions of this Section 8 shall
apply as well to the  Executive's  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  the  Executive's  reasonable  costs and
expenses incurred in connection with any arbitration proceeding pursuant to this
Section  9 if the  Executive  is the  substantially  prevailing  party  in  that
proceeding.

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.
        387 Park Avenue South
        New York, New York 10016
        Attention: President

        If to the Executive, to:

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.

                                       7
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11.3 This Agreement  sets forth the entire  agreement and  understanding  of the
parties  relating  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements,  arrangements and  understandings,  written or oral, relating to the
subject matter hereof. 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. This Agreement expressly supersedes all agreements and understandings
between the parties  regarding the subject  matter hereof and any such agreement
is terminated as of the date first above written.

11.4 This Agreement,  and the Executive's rights and obligations hereunder,  may
not be assigned by the  Executive.  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.

11.6 This Agreement may be executed in one or more  counterparts,  each of which
will be deemed to be an original copy of this  Agreement and all of which,  when
taken together, will be deemed to constitute one and the same agreement.

12. Subsidiaries and Affiliates.

     As used herein,  the term "subsidiary"  shall mean any corporation or other
business  entity  controlled  directly  or  indirectly  by the  Company or other
business entity in question, and the term "affiliate" shall mean and include any
corporation  or  other  business  entity  directly  or  indirectly  controlling,
controlled by or under common control with the Company or other business  entity
in question.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                                COMPANY:

                                                By:/s/-------------------------
                                                   Name:  William H. Hardie
                                                   Title: EVP

                                                EXECUTIVE:

                                                /s/---------------------------
                                                    Alan Fine

                                       8
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                                   SCHEDULE I

Additional Benefits:

     1. Automobile Allowance.  The Executive shall be eligible for an automobile
allowance  in the  amount of $1000 per month in  accordance  with the  Company's
policy.

     2. Stock Option Plan. All options  previously  granted Executive by Company
shall  remain in effect and shall  continue  to vest as of there was no break in
service.  Options shall continue to vest during the period  receiving  severance
payments.

     3. Housing Allowance.  The Company shall reimburse  Executive the rent of a
suitable one-bedroom apartment in Manhattan,  the related utility charges (other
than personal long distance telephone charges),  and monthly parking in a garage
in  proximity  to that  apartment,  at a total  cost to the  Company  of up to a
maximum of $4,000 per month,  until the  earlier of the  Expiration  Date or the
date the Executive relocates his primary residence to a location in the New York
City metropolitan area.



                                       9
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