Exhibit 10.2



                       NONQUALIFIED STOCK OPTION AGREEMENT

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

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

               WHEREAS, the Committee responsible for administration of the Plan
has determined to grant options to the Optionee as provided herein.

               NOW, THEREFORE, the parties hereto agree as follows:

               1.     Grant of Option.

                      1.1    The Company hereby grants to the Optionee the right
and  option  (the  "Option")  to  purchase  all or any part of an  aggregate  of
[_______]  whole  Shares  subject  to,  and in  accordance  with,  the terms and
conditions set forth in this Agreement.

                      1.2    The  Option  is  not  intended  to  qualify  as  an
Incentive Stock Option within the meaning of Section 422 of the Code.

                      1.3    This Agreement shall be construed in accordance and
consistent with, and subject to, the provisions of the Plan (the provisions of
which are incorporated herein by reference).

               2.     Purchase Price.

               The price at which the  Optionee  shall be  entitled  to purchase
Shares upon the exercise of the Option shall be $[____] per Share.

               3.     Duration of Option.

               The Option shall be  exercisable  to the extent and in the manner
provided  herein  for a  period  of five (5)  years  from the  Grant  Date  (the
"Exercise Term");  provided,  however, that the Option may be earlier terminated
as provided in Section 6 hereof.

               4. Exercisability of Option.

               Unless  otherwise  provided in this  Agreement  or the Plan,  the
Option shall  entitle the Optionee to purchase,  in whole at any time or in part
from time to time, one-third of the total number of Shares covered by the Option
after  the  expiration  of one (1) year from the  Grant  Date and an  additional
one-third  of the  total  number  of  Shares  covered  by the  Option  after the
expiration of each of the second and third  anniversaries of the Grant Date, and
each such right of  purchase


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shall be cumulative and shall continue, unless sooner exercised or terminated as
herein  provided  during the remaining  period of the Exercise  Term;  provided,
however,  that in the event of a Third Party  Change in Control (as  hereinafter
defined), the Option shall become immediately  exercisable in full. 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 includes one or more Excluded Persons;
provided that the voting power of the voting stock of the Company  "beneficially
owned" (as such term is used in Rule 13d-3  promulgated  under the Exchange Act)
by such Excluded  Persons  (without  attribution to such Excluded Persons of the
ownership by other  members of the "group")  represents a majority of the voting
power of the  voting  stock  "beneficially  owned" (as such term is used in Rule
13d-3 promulgated under the Exchange Act) by such group. "Excluded Person" means
Isaac  Perlmutter  and Avi Arad or any of their  affiliates,  any  spouse or any
lineal  descendants  of Messrs.  Perlmutter or Arad,  and any trust  established
solely for the benefit of, and any  charitable  trust or foundation  established
by, Messrs.  Perlmutter or Arad or their spouses or lineal  descendants and each
of their respective  affiliates.  Any fractional number of Shares resulting from
the application of the foregoing percentages shall be rounded to the next higher
whole number of Shares,  but shall not exceed the total number of Shares subject
to the Option.

               5.     Manner of Exercise and Payment.

                      5.1    Subject  to  the  terms  and   conditions  of  this
Agreement  and the Plan,  the Option may be  exercised  by  delivery  of written
notice  to the  Company,  in the form  attached  hereto  as  Appendix  A, at its
principal  executive  office.  Such  notice  shall  state that the  Optionee  is
electing to exercise the Option and the number of Shares in respect of which the
Option  is being  exercised  and  shall  be  signed  by the  person  or  persons
exercising  the Option.  If requested by the  Committee,  such person or persons
shall (i)  deliver  this  Agreement  to the  Secretary  of the Company who shall
endorse thereon a notation of such exercise and (ii) provide  satisfactory proof
as to the right of such person or persons to exercise the Option.

                      5.2    The notice of  exercise  described  in Section  5.1
hereof shall be accompanied by the full purchase price for the Shares in respect
of which the Option is being  exercised,  in cash,  or,  with the consent of the
Committee,  by  transferring  Shares held for at least six months to the Company
having a Fair Market Value on the day  preceding  the date of exercise  equal to
the cash amount for which such Shares are substituted. In addition, the Optionee
may provide  instructions to the Company that upon receipt of the purchase price
for the Option in cash,


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certified check or wire transfer of immediately  available funds,  from a broker
or dealer  acting at the  direction of the  Optionee,  in payment for any Shares
pursuant  to the  exercise  of an Option,  the  Company  shall issue such Shares
directly to the designated broker or dealer.

                      5.3    Upon receipt of notice of exercise and full payment
for the Shares in respect of which the Option is being  exercised,  the  Company
shall,  subject to Section 17 of the Plan,  take such action as may be necessary
to effect the  transfer to the Optionee of the number of Shares as to which such
exercise was effective.

                      5.4    The  Optionee  shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to any Shares  subject
to the Option until:  (i) the Option shall have been  exercised  pursuant to the
terms of this Agreement and the Optionee shall have paid the full purchase price
for the number of Shares in respect of which the Option was exercised;  (ii) the
Company shall have issued and  delivered  the Shares to the Optionee;  and (iii)
the  Optionee's  name shall have been entered as a stockholder  of record on the
books of the Company,  whereupon  the Optionee  shall have full voting and other
ownership rights with respect to such Shares.

               6.     Termination of Employment.

               6.1    Termination  of   Employment  or  Service  for   Death  or
Disability.  If the  Optionee's  employment  with or service  to the  Company is
terminated  because of the  Optionee's  death or  disability,  the Option  shall
continue to be  exercisable,  in whole or in part (to the extent  exercisable on
the date of such  termination  of  employment  or  service,  as the case may be,
because of death or disability), at any time within twelve (12) months after the
date of such  termination  of employment  or service,  but in no event after the
expiration of the Exercise Term. In the event of the  Optionee's  termination of
employment or service because of death, the Option shall be exercisable,  to the
extent provided in the Plan and this Agreement, by the legatee or legatees under
the  Optionee's  will,  or  by  the  Optionee's   personal   representatives  or
distributees  and such person or persons shall be  substituted  for the Optionee
each time the Optionee is referred to herein.

               6.2    Termination  of  Employment  or Service for  Cause. If the
Optionee's employment with or service to the Company is terminated for Cause (as
defined in the Plan),  the Option shall  terminate on the date of the Optionee's
termination  of  employment  or  service,  as the  case may be,  whether  or not
exercisable.

               6.3    Termination of Employment or Service for Any Other Reason.
If the  Optionee's  employment  with or service to the Company is terminated for
any reason other than pursuant to Section 6.1 or 6.2 hereof, then (i) the Option
shall continue to be exercisable (to the extent  exercisable on the date of such
termination  of employment or service) at any time within ninety (90) days after
the date of the Optionee's termination of employment or service, as the case may
be, but in no event after the  expiration  of the Exercise  Term and (ii) if the
Optionee's  employment  agreement with the Company provides,  in its "Severance"
section,  for vesting and  exercisability  terms that are more  favorable to the
Optionee  than those set forth in clause (i) of this Section 6.3, then the those
terms of the employment  agreement shall apply, but in no event shall the Option
be exercisable after the expiration of the Exercise Term.


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               7.     Nontransferability.

               The Option shall not be transferable other than by will or by the
laws of descent  and  distribution.  During the  lifetime of the  Optionee,  the
Option shall be exercisable only by the Optionee.

               8.     No Right to Continued Employment.

               Nothing in this  Agreement  or the Plan shall be  interpreted  or
construed to confer upon the Optionee any right with respect to  continuance  of
employment by the Company, nor shall this Agreement or the Plan interfere in any
way with the right of the Company to terminate the Optionee's  employment at any
time.

               9.     Adjustments.

               In the event of a Change in  Capitalization,  the  Committee  may
make appropriate adjustments to the number and class of Shares or other stock or
securities subject to the Option and the purchase price for such Shares or other
stock or securities. The Committee's adjustment shall be made in accordance with
the  provisions  of  Section  10 of the Plan and shall be  effective  and final,
binding and conclusive for all purposes of the Plan and this Agreement.

               10.    Certain Transactions.

               Subject to Section 4 hereof,  upon the effective  date of (i) the
liquidation or dissolution of the Company or (ii) a merger or  consolidation  of
the Company (a "Transaction"), the Option shall continue in effect in accordance
with its terms and the  Optionee  shall be entitled to receive in respect of all
Shares subject to the Option,  upon exercise of such Option, the same number and
kind of stock,  securities,  cash,  property  or other  consideration  that each
holder of Shares was entitled to receive in the Transaction.

               11.    Withholding of Taxes and Notice of Disposition.

               The Company shall have the right to deduct from any  distribution
of cash to the Optionee an amount  equal to the federal,  state and local income
taxes  and  other  amounts  as  may be  required  by  law  to be  withheld  (the
"Withholding  Taxes") with respect to the Option. If the Optionee is entitled to
receive  Shares  upon  exercise  of the  Option,  the  Optionee  shall  pay  the
Withholding  Taxes to the Company in cash prior to the  issuance of such Shares.
In  satisfaction  of the  Withholding  Taxes,  the  Optionee  may make a written
election  (the  "Tax  Election"),  which  may be  accepted  or  rejected  in the
discretion of the Committee,  to have withheld a portion of the Shares  issuable
to him or her upon  exercise  of the  Option,  having an  aggregate  Fair Market
Value, on the date preceding the date of such issuance, equal to the Withholding
Taxes.

               12.    Receipt of Plan

               The Optionee hereby acknowledges receipt of a copy of the Plan.


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               13.    Modification of Agreement.

               This Agreement may be modified, amended, suspended or terminated,
and any terms or  conditions  may be  waived,  but only by a written  instrument
executed by the parties hereto.

               14.    Severability.

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

               15.    Governing Law.

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

               16.    Successors in Interest.

               This Agreement  shall inure to the benefit of and be binding upon
any successor  corporation  to the Company.  This  Agreement  shall inure to the
benefit of the Optionee's legal  representatives.  All obligations  imposed upon
the Optionee and all rights granted to the Company under this Agreement shall be
final,   binding  and   conclusive   upon  the  Optionee's   heirs,   executors,
administrators and successors.

               17.    Resolution of Disputes.

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

                                    COMPANY:

                                    MARVEL ENTERPRISES, INC.

                                    By:     ______________________________
                                            Name:
                                            Title:

                                    OPTIONEE:
                                    __________________________________


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                          NOTICE OF EXERCISE OF OPTION                Appendix A
                                    UNDER THE
               MARVEL ENTERPRISES, INC. 1998 STOCK INCENTIVE PLAN

Marvel Enterprises, Inc.
10 East 40th Street
New York, NY  10016
Attn: Corporate Secretary

Gentlemen:

        I  hereby  exercise  my  option  to  purchase  common  stock  of  Marvel
Enterprises,  Inc.  (the  "Company"),  par  value  $.01 per share  (the  "Common
Stock"),  under the terms and conditions of that certain  Incentive Stock Option
Agreement, dated ___________,  by and between ______________ and the Company, as
follows:

        (1)    Number of shares: ________________________________________
        (2)    Option price per share: __________________________________
        (3)    Aggregate purchase price [(1) x (2)]: $___________________

        Enclosed is payment in the form of:

        (a)    Cash. Cash,  certified check, bank draft or money order in United
               States dollars  payable to the order of the Company in the amount
               of the aggregate purchase price [(3) above].

        (b)    Common  Stock (only with the prior  approval  of the  Committee).
               Certificates duly endorsed in blank for shares of Common Stock of
               the Company  with a Fair Market  Value on the day  preceding  the
               date of this notice equal to the  aggregate  purchase  price [(3)
               above].

        (c)    Any combination of cash and Common Stock.

        Note:  If any  portion  of the  payment  is to be made in Common  Stock,
               please  consult the  Company  prior to  submitting  this form for
               approval and for the proper method of payment.

        For a period of one (1) year from this date,  I hereby  agree to respond
to any Company  questionnaire  regarding the sale or  disposition  of the shares
purchased  under this  exercise of option,  and to notify the Company in writing
within ten (10) days of any  disposition  (whether  by sale,  exchange,  gift or
otherwise) of shares within one (1) year of the transfer of such shares to me.

        Upon receipt of the aggregate  purchase price [(3) above],  please issue
the certificates as follows:

               (a)    In my name; or
               (b)    In the name of my  designated  broker  or  dealer,  to the
                      extent the Company has received in cash,  certified  check
                      or wire  transfer  of  immediately  available  funds,  the
                      aggregate  purchase  price [(3) above] from such broker or
                      dealer acting at my direction.

        Please deliver the  certificates  (including those  representing  excess
shares submitted) and/or any excess cash to:

Issue to:                                 Mail or Deliver to:
---------------------------------------   --------------------------------------

Name                                      Name

---------------------------------------   --------------------------------------

Address                                   Address

---------------------------------------   --------------------------------------

City               State    Zip Code      City                 State    Zip Code

---------------------------------------   --------------------------------------

Social Security Number

---------------------------------------

Dated:
       -----------------------             -------------------------------------
                                             (Signature)


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