Exhibit 10.27
                              EMPLOYMENT AGREEMENT


     EMPLOYMENT AGREEMENT,  dated as of May 28, 2002 between Marvel Enterprises,
Inc.,  a  Delaware   corporation  (the  "Company")  and  Kenneth  P.  West  (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 Executive Vice
President and Chief Financial  Officer 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 position 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.  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 May 28, 2002 (the  "Effective  Date") and shall end on
the close of business on May 27, 2005 (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 $225,000 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 amounts to be paid to the Executive  pursuant to
Section 3.1 hereof,  the  Executive  will be entitled to receive a cash bonus in
respect of year 2002 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;  provided that for 2002,  Executive shall receive $56,250 or the amount to
which he may be entitled under the 2002 bonus program, whichever is greater (the
"2002 Bonus").  Each annual bonus,  including the 2002 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
Executive  upon the  occurrence  of any event  constituting  "Cause"  as defined
herein.  As used  herein,  the term "Cause"  means:  (i) the  Executive's  gross
neglect  or  refusal  to  perform  or  observe  any  of  his  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 Executive written notice that the specified conduct
has  occurred  and making  specific  reference  to this  Section  4.3(i) and the
Executive  fails  to  cure  the  conduct  within  thirty  (30)  days  after  the
Executive's  receipt of such notice;  (ii) breach by the Executive of any of his
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 Executive which has, or could  reasonably be expected to have,
a material adverse effect on the Company; or (iv) 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 distribution of financial  statements
          of the  Company  to any  third  party as to which  (x)  Executive  has
          informed the Chairman of the Board of Directors and/or the Chairman of
          the  Audit  Committee  of the  Board  that  Executive  objects  to the
          presentation  of any  material  matter  contained  in  such  financial
          statements  on the  basis  that  it does  not  adequately  conform  to
          generally accepted accounting principals, (y) the independent auditors
          agree with the Executive's position,  and (z) the financial statements
          failed to  clearly  disclose  Executive's  objections,  including  the
          effect  thereon  if  complied  with  Executive  position  or  (v)  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.

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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 other than 2002
          shall be  determined  solely by  reference  to the  attainment  of the
          established  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 for a period of 18 months  from 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 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 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 18 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 to the amount earned 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.

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     (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.

     (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.

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          (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.

          (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.

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          (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
          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  5.1.1 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.

5.2 For a period of one (1) year after he ceases to be  employed  by the Company
under this Agreement or otherwise,  if such cessation arises pursuant to Section
4.3, or as a result of  termination  by the  Executive  which is not pursuant to
Section 4.4 or is otherwise in breach of this  Agreement,  the  Executive  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;  the
Executive shall not engage in such business on the Executive's own account;  and
the  Executive  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 the Executive from acquiring,  solely as an investment, up to
five  percent  (5%) of the  outstanding  shares of  capital  stock of any public
corporation  or  during  such one (1) year  period,  taking  a  position  with a
business the main business of which is the sale of retail products to customers.

5.3 If the Executive  commits a breach,  or threatens 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:

     (a)  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

     (b)  The right and remedy to require the  Executive  to account for and pay
          over to the  Company  all  compensation,  profits,  monies,  accruals,
          increments  or other  benefits  (collectively  "Benefits")  derived or
          received  by  the   Executive  as  the  result  of  any   transactions
          constituting  a breach of any of the provisions of Section 5.2 hereof,
          and the  Executive  hereby  agrees  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.

                                       6
<PAGE>

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 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  one  year   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.  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.

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.

                                       7
<PAGE>

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.
        10 East 40th Street
        New York, NY 10016
        Attention:  President

        With a copy to:  Executive Vice President, Business & Legal Affairs

        If to the Executive, to:

        Kenneth P. West
        169 Jackman Avenue
        Fairfield, CT 06432

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.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.

                                       8
<PAGE>

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.


                                        MARVEL ENTERPRISES, INC.


                                        By:/s/-------------------------------
                                           Name:  Allen S. Lipson
                                           Title: Executive Vice President


                                        EXECUTIVE:


                                        /s/--------------------------------
                                        Kenneth P. West


                                       9
<PAGE>


                                   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. The Executive shall be eligible to participate in the
Marvel  Enterprises,  Inc.  Stock Option Plan (the "Stock  Option  Plan") and to
receive  150,000  options to purchase shares (the "Shares") of the common stock,
par value $.01 per share ("Common Stock"),  of the Company pursuant to the terms
of the Marvel Enterprises,  Inc. Stock Option Plan (the "Stock Option Plan") and
related Stock Option Agreement  subject to the terms and conditions  approved by
the  committee of the Board of Directors of the Company  which  administers  the
Stock Option Plan. The options shall be scheduled to vest as to one-third of the
Shares on each of the first, second and third anniversaries of the date they are
granted, shall vest as to all of the Shares upon a Third Party Change in Control
and shall be subject to all other terms and  conditions of the Stock Option Plan
and the related Stock Option  Agreement  between the Company and the  Executive.
The  Executive's  participation  in the Stock  Option  Plan  shall not be, or be
deemed to be, a fringe  benefit or  additional  benefit for  purposes of Section
4.5(b)(iv) of this Agreement,  and the Executive's  stock option rights shall be
governed strictly in accordance with the Stock Option Plan and the related Stock
Option  Agreement.  In the event of any conflict  between this Agreement and the
Stock Option Plan and the related  Stock Option  Agreement,  or any ambiguity in
any such  agreements,  the  Stock  Option  Plan  and the  related  Stock  Option
Agreement shall control.

     3.  Reimbursement  of Legal Fees. The Executive shall be reimbursed for his
reasonable  legal fees and expenses  incurred in connection  with the review and
negotiation of this Agreement.



                                       10
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