EXHIBIT 10.20

                               LOAN OUT AGREEMENT
                        FOR EXECUTIVE PRODUCER SERVICERS
                                       OF
                                  RICHARD UNGAR

          AGREEMENT  dated as of October 29, 1999  between  Marvel  Enterprises,
Inc., a Delaware corporation (the "Company");  and Brentwood Television Funnies,
Inc.  (the  "Lender")  for the  services  of its  employee,  Richard  Ungar (the
"Producer").

          1. Services, employment and acceptance. The Company engages the Lender
and Lender agrees to supply and make  available to the Company,  the services of
the Producer to serve as Executive Producer on all television programs involving
the Marvel characters  during the term of this agreement,  along with such other
individuals as the Company may select as Executive  Producers on such television
programs, provided, that, if the Lender or the Producer shall be entitled to any
fees as a result of the same, the Lender or the  Executive,  as the case may be,
shall assign to the Company any such rights to such fees.

          2. Term. The term of the engagement  provided for in Section 1 of this
Agreement  (the  "Term")  shall  commence  on October  25, 1999 and shall end on
October 25, 2002 (the  "Expiration  Date").  The Term shall end earlier than the
Expiration  Date if sooner  terminated  pursuant to Section 4 of this Agreement.
The Company and the Producer are parties to an employment  agreement,  dated the
same date as this agreement, pursuant to which the Producer is to be employed by
the  Company  as  President  of  the  Company's  Marvel  Characters  Group  (the
"Employment  Agreement").  If the term of the  Producer's  employment  under the
Employment  Agreement  (the  "Employment  Term") is  extended to a date which is
later than the  Expiration  Date,  the  Expiration  Date shall be  automatically
postponed,  and the Term shall be automatically  extended,  to the later date to
which the Employment Term is extended.



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          3.  Compensation.  As  compensation  for all  services  to be rendered
pursuant to this  Agreement,  the Company agrees to pay Lender during the Term a
producer  fee,  payable  bi-weekly  in arrears,  at the annual rate of $175,000.
Lender  shall be paid as a fully  independent  contractor  and  shall be  solely
responsible for any withholdings  and deductions  required by applicable law and
regulations. The producer fee shall be reviewed no less frequently than annually
by the Board of Directors and may be increased,  but not decreased, by the Board
of Directors.  The producer fee as in effect from time to time is referred to in
this  Agreement as the  "Producer  Fee".  If there  ceases to be any  television
production by the Company during the Term, the Company shall continue to pay the
Producer Fee to the Lender which shall,  in such event,  provide the services of
Producer as a creative  consultant to Company for the Company's  other  creative
ventures.

         4.       Termination.

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

          4.2  Disability.  If  during  the  Term,  the  Producer  shall  become
physically or mentally  disabled,  whether  totally or partially,  such that the
Producer is unable to perform the Producer's  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 the Producer (but before the Producer 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
Producer's willful and intentional  failure or refusal to perform 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 Producer, 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  Producer  of any of their  obligations  under
Section 5 hereof;  (iii) any willful and intentional acts of the Producer or the
Executive  involving fraud, theft,  misappropriation  of funds,  embezzlement or
material dishonesty affecting the Company or willful misconduct by the Lender or
the  Producer  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  Other  Permitted  Termination  by the  Company.  The  Term may be
terminated  by the Company at any time if the  Employment  Term is terminated by
the Company as permitted by, and not in breach of, the  Employment  Agreement or
if the Employment Agreement is terminated by the Executive for any reason.

          4.5  Permitted  Termination  by  the  Lender.  (a)  The  Term  may  be
terminated  by the Lender 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
Lender:  (i) assignment of the Producer to duties  materially  inconsistent with
the  Producer's  position as described in Section 1.1 hereof;  (ii) any material
breach  of this  Agreement  by the  Company  which is  continuing;  or (iii) the
occurrence  of a Third Party  Change in Control  (as defined in Section  4.6(d))
provided,  however,  that the  Lender  shall not be  deemed to have Good  Reason
pursuant  to clauses  (i) and (ii) above  unless  the Lender  gives the  Company
written  notice  that the  specified  conduct or event has  occurred  and making
specific  reference  to this  Section  4.5 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 Lender 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.

          (c) The  Term  may be  terminated  by the  Lender  at any  time if the
Employment Term is terminated by the Producer  pursuant to Section 4.5(a) of the
Employment Agreement.

          4.6  Termination  Fee. (a) If the Term is  terminated  (A) pursuant to
Section 4.1, 4.2 or 4.3 of this  Agreement,(B) by the Lender other than pursuant
to Section 4.5(a) of this Agreement,  or (C) by the Company  pursuant to Section
4.4 of this  Agreement  in  connection  with  or  following  termination  of the
Employment  Term under the  circumstances  described  in  clauses  (A) or (B) or
Section  4.6(a) of the  Employment  Agreement,  the Lender  shall be entitled to
receive its Producer Fee at the rate provided in Section 3 hereof to the date on
which such termination shall take effect.




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          (b) Except as provided  in Section  4.6(c) of this  Agreement,  if the
Term is terminated (A) by the Lender  pursuant to clauses (i) or (ii) of Section
4.5(a) of this Agreement, (B) by the Company other than pursuant to Section 4.1,
4.2, 4.3 or 4.4 of this Agreement,  (C) by the Lender pursuant to Section 4.5(c)
of this Agreement in connection with or following  termination of the Employment
Term under the circumstances described in clause (A) or (B) of Section 4.6(b) of
the Employment  Agreement,  or (D) if the Employment Term expires as a result of
the Company giving a Notice of Nonrenewal  under the Employment  Agreement,  the
Company  shall  continue  thereafter to pay the Producer Fee to the Lender until
the second anniversary of the date of termination. The Lender shall have no duty
or  obligation  to  mitigate  the  amounts or  benefits  required to be provided
pursuant  to this  Section  4.6(b),  nor shall any such  amounts or  benefits be
reduced  or offset by any other  amounts to which  Lender  may become  entitled;
provided,   that  if  the  Producer  becomes  employed  by  a  new  employer  or
self-employed  prior to the earlier of the Expiration Date or twelve (12) months
after the date of termination, up to one-half of the Producer Fee payable to the
Lender  pursuant to this  Section  4.6(b) shall be reduced by an amount equal to
the amount  earned  from such  employment  with  respect to that period (and the
Lender shall be required to return to the Company,  without interest, any amount
by which such  payments  pursuant to Section this 4.6(b) exceed the Producer Fee
to which the Executive is entitled after giving effect to that reduction).  As a
condition to the Lender receiving the payments under Section 4.6(b),  the Lender
agrees to cause the Producer 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 Lender,  who agrees to
preserve the confidentiality of the information disclosed by the Producer except
to the extent  required to permit the  Company to verify the amount  received by
the Producer from other active employment.

          (c) If the Term is terminated  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,  and such  termination  is by the  Lender
pursuant to Section 4.5(a) of this Agreement, by the Company other than pursuant
to Section 4.1,  4.2, 4.3 or 4.4 of this  Agreement,  by the Lender  pursuant to
Section 4.5(c) of this Agreement in connection with or following  termination of
the Employment  Term under the  circumstances  described in clause (A) or (B) of
Section 4.6(b) of the Employment Agreement, or occurs as a result of the Company
giving a Notice of Nonrenewal under the Employment Agreement,  the Company shall
thereafter pay to the Producer an amount equal to two (2) times the then current
Producer Fee.


          (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.

         5.       Inventions and Patents.

          5.1 The Lender  agrees  that,  except as provided in Section  5.2, all
processes,   technologies   and   inventions,   including   new   contributions,
improvements,  ideas and  discoveries,  whether  patentable  or not,  conceived,
developed, invented or made by the Lender or the Producer during the Term or for
one year thereafter  (collectively,  "Inventions")  shall belong to the Company,
provided,  that such Inventions grew out of the Producer'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.  The Lender shall  promptly  disclose such
Inventions to the Company and shall, subject to reimbursement by the Company for
all  reasonable  expenses  incurred by the Lender or the Producer in  connection
therewith, (a) assign, and cause the Producer to assign, to the Company, without
additional compensation,  all patent and other rights to such Inventions for the
United States and foreign  countries;  (b) sign, and cause the Producer to sign,
all papers  necessary to carry out the foregoing;  and (c) cause the Producer to
give testimony in support of the Producer's or the Lender's inventorship.

          5.2 The  Company  acknowledges  that the Lender and the  Producer  may
conceive, develop or invent Inventions in connection with the Producer's work on
the Prior Projects and Other  Permitted  Activities.  The Company agrees that it
shall have no interest in any  Inventions  which  relate  primarily to the Prior
Projects  or Other  Permitted  Activities.  Nothing  contained  herein  shall be
construed  so as to  grant  the  Company  any  interest  whatsoever  in any such
Inventions or in any Inventions which were created prior to the Effective Date.

         6.       Intellectual Property.

          6.1 Except as provided in Section 5.2,  the Company  shall be the sole
owner of all the  products  and  proceeds  of the  Lender's  and the  Producer's
services  hereunder,  including,  but not  limited  to,  all  materials,  ideas,
concepts, formats, suggestions,  developments,  arrangements, packages, programs
and other  intellectual  properties that the Lender or the Producer may acquire,
obtain,  develop or create in connection with and during the Term (collectively,
"Intellectual  Property"),  free and clear of any  claims  by the  Lender or the
Producer  (or  anyone  claiming  under the  Lender or  Producer)  of any kind or
character  whatsoever  (other  than  the  Lender's  right  to  receive  payments
hereunder). The Lender shall, and shall cause the Producer to, 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 Intellectual Property.

          6.2 The Company  acknowledges  that the Lender and the  Producer  will
acquire, obtain, develop and create Intellectual Property in connection with the
Producer's  work on the Prior  Projects  and  Other  Permitted  Activities.  The
Company  agrees  that  it  shall  have  no  right,  title  or  interest  in  any
Intellectual  Property  which was  developed  in  connection  with,  or  relates
primarily  to,  the  Prior  Projects  or  Other  Permitted  Activities.  Nothing
contained herein shall be construed so as to grant the Company any right,  title
or  interest  whatsoever  in any  Intellectual  Property  which was  created  or
acquired by the Executive prior to the Effective Date.

          7. Lender Representations.  The Lender represents that it is a validly
existing  corporation  and has the sole and  exclusive  right and  authority  to
provide the  services of the  Producer  to the Company as  contemplated  by this
Agreement,  and that the entering into and  performance of this agreement by the
Lender  and  the  provision  of  services  hereunder  by the  Producer  and  the
acceptance  thereof by the Company will not violate any law,  rule,  regulation,
order,  contract or  agreement  to which  either the Lender or the Producer is a
party or is bound or affected.

          8. Independent Contractors;  No Joint Venture. The parties acknowledge
and agree that the  relationship  between  the Company and the Lender is that of
independent  contractors and not that of employer and employee.  Nothing in this
agreement  is  intended  to create or will be deemed to create or  constitute  a
joint venture or partnership between the Company and the Lender.

          9. Payroll Taxes.  The Lender will be  responsible  for the payment of
all  withholding,  payroll  and other taxes  payable in respect of the  payments
received by the Lender under this  agreement  and hereby agrees to indemnify and
hold the  Company  harmless  from any  obligation  or penalty  arising  from the
failure to pay such taxes.

          10. Arbitration; Legal Fees. 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 Lender's  reasonable  costs and  expenses  incurred in  connection  with any
arbitration  proceeding  pursuant to this Section 10 if the Lender (and,  if the
arbitration proceeding also relates to the Employment Agreement,  the Executive)
is the substantially prevailing party in that proceeding.

          11. 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 Lender, to:

                           Brentwood Television Funnies, Inc.
                           305 Dalehurst Avenue
                           Los Angeles, California 90024

         12.      General.

          12.1 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.

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

          12.3 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.

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

          12.5 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.

          12.6 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.

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


                                                                    THE COMPANY:
                                                        MARVEL ENTERPRISES, INC.


                                                        /s/ F. Peter Cuneo
                                                  By: --------------------------
                                                            Name: F. Peter Cuneo
                                                        Title: President & Chief
                                                               Executive Officer


                                                                  THE LENDER:

                                              BRENTWOOD TELEVISION FUNNIES, INC.


                                                        /s/ Richard Ungar
                                                 By: --------------------------
                                                           Name:  Richard Ungar
                                                           Title:

                                  Ratification

The undersigned,  Richard Ungar, hereby consents to the terms and conditions of,
and agrees to perform all of the duties,  obligations  and services  required of
the  Producer  under the  foregoing  agreement.  In  addition,  the  undersigned
unconditionally  guarantees the payment of any  obligations by the Lender to the
Company  arising  under or by  virtue  of the  provisions  of  Section  9 of the
foregoing Agreement. The undersigned further agrees to look solely to the Lender
and not to the  Company  for all  compensation  and  benefits to which he may be
entitled under the Agreement for performing the duties, obligations and services
required therein.

                                                /s/ Richard Ungar
                                               -----------------------------
                                                      Richard Ungar