Exhibit 10.15

December 2, 2002

F. Peter Cuneo
27 Old Hattertown Road
Redding, Connecticut 06896

Re:      Amended and Restated Employment Agreement dated July 19, 1999

Dear Peter:

On behalf of Marvel Enterprises,  Inc. (hereinafter the "Company"), I am pleased
to confirm in this letter agreement (the  "Agreement") that your employment with
the Company will continue on a part-time  basis  effective  January 1, 2003 (the
"Effective  Date")  and shall  terminate  on or before  December  31,  2004 (the
"Scheduled  Expiration Date"), as set forth below. The Scheduled Expiration Date
shall be  automatically  postponed for one year,  and your  employment  shall be
automatically  extended by one year,  unless  either party  hereto  provides the
other party with written notice (a "Notice of Nonrenewal"), not later than sixty
days prior to the Scheduled  Expiration Date, of its election not to permit your
employment to be so extended, and the Scheduled Expiration Date shall thereafter
be  automatically  postponed for one additional year and your  employment  shall
thereafter be automatically  extended by one additional year, on each subsequent
anniversary of the Scheduled  Expiration Date,  unless either party provides the
other  party  with  written  notice,  not later  than  sixty  days prior to such
subsequent  anniversary of the Scheduled  Expiration Date of this Agreement,  of
its election not to permit your  employment to be so extended.  It is understood
and agreed that this  Agreement  is  intended to  constitute  an  Amendment  and
Restatement of the Employment  Agreement  between the Company and you dated July
19, 1999,  effective as of the Effective  Date. The "Term" of your employment is
hereby  revised  to mean the period  form the date  hereof  until the  Scheduled
Expiration Date, unless sooner terminated pursuant to Section 3 below.

     1.   POSITION AND DUTIES.

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

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

          1. advising the CEO regarding the Company's financial affairs;

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

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

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

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

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

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


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

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

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

          We have agreed that your part time special  assignment  will  continue
          until December 31, 2004, subject to earlier  termination by you or the
          Company as set forth in Section 3 of this Agreement.

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

     2.   COMPENSATION AND BENEFITS.

          Following is a brief  description of the compensation and benefits you
          will  receive  under  this  Agreement  during  your part time  special
          assignment.  The  terms and  conditions  of all of your  benefits  are
          subject to the terms and conditions of each of the  applicable  plans,
          policies or arrangements,  as they may be amended or terminated by the
          Company from time to time, except that the amount of your compensation
          as set forth in  Section  2.1 and your  special  bonus as set forth in
          Section 2.4 may not be modified, except as provided in Section of this
          Agreement.

          2.1  Compensation.  Your  compensation will be at the rate of $800,000
               per annum  ("Salary")  for the  period  from the  Effective  Date
               through  the  Scheduled  Expiration  Date,  payable  biweekly  in
               arrears,  subject to  applicable  income tax and  employment  tax
               withholding requirements. The Company also will reimburse you for
               any  reasonable  business  expenses you incur in performing  your
               duties,  subject  to  the  Company's  standard  employee  expense
               reimbursement policies.

          2.2  Bonus for 2002 Calendar  Year.  You will be entitled to receive a
               cash bonus of $500,000  with respect to 2002 (the "2002  Bonus"),
               which shall be paid when annual bonuses are paid generally to the
               Company's other senior  executive  officers but in no event later
               than March 30, 2003.

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<PAGE>

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

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

          2.5  Stock Options:

                    2.5.1     New Grants.  As an employee in a part time special
                              assignment  position,  you will not be eligible to
                              receive  additional  stock option grants after the
                              Effective Date.

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

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

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

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

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

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

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<PAGE>

3.0 EARLY TERMINATION OF SPECIAL ASSIGNMENT.

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

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

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

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

3.4 Permitted Termination by You.

                    3.4.1     The Term may be  terminated  by you upon notice to
                              the  Company  of  any  event   constituting  "Good
                              Reason" as defined  herein.  As used  herein,  the
                              term "Good Reason" means the  occurrence of any of
                              the following, without your prior written consent:
                              (i) assignment of duties  materially  inconsistent
                              with duties as described in Section 1 hereof; (ii)
                              any  material  breach  of  this  Agreement  by the
                              Company which is continuing;(iii) if the Company's
                              headquarters  are moved  outside the New York City
                              metropolitan  area and you are required to perform
                              your duties at the new  headquarters;  or (iv) the
                              occurrence  of a Third Party Change in Control (as
                              defined in Section 4.5(d)) provided, however, that
                              you  shall  not be  deemed  to  have  Good  Reason
                              pursuant to clauses (i) and (ii) above  unless you
                              give the Company written notice that the specified
                              conduct or event has occurred and making  specific
                              reference  to this  Section  3.4.1 and the Company
                              fails to cure such conduct or event within  thirty
                              (30) days of receipt of such notice.

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

4. SEVERANCE.

          4.1  If the Term is  terminated  pursuant to Section  3.1,  3.2 or 3.3
               hereof, or by you other than pursuant to Section 3.4.1, you shall
               be entitled to receive  your Salary and any  additional  benefits
               provided  hereunder at the rates  provided in Section 2 hereof to
               the date on which such  termination  shall take effect and you or
               your estate  shall be  entitled  to the 2002  Bonus,  if not then
               paid.

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<PAGE>

          4.2  If the Term is terminated by you pursuant to Section  3.4.1,  the
               Company shall continue  thereafter to provide you (i) payments of
               your  Salary in the manner and amounts  specified  in Section 3.1
               until  December  31, 2004 (the "Good Reason  Severance  Period"),
               (ii) any  unpaid  portion  of the 2002  bonus  and  (iii)  fringe
               benefits in the manner and amounts specified in Section 2.6 until
               the  earlier of (x) the period  ending on the date you begin work
               as an employee or consultant  for any other entity or (y) the end
               of the Good Reason Severance  Period.  In addition,  all unvested
               equity  arrangements  provided to you prior to the Effective Date
               or  under  any  employee  benefit  plan of the  Company  shall be
               accelerated  upon the  occurrence  of the Third  Party  Change in
               Control and shall remain exercisable for ninety days thereafter.

          4.3  If the Term expires on the Scheduled  Expiration Date as a result
               of the Company  giving a Notice of  Nonrenewal,  all  payments of
               your Salary and all fringe benefits  specified in Section 2 shall
               cease on the Scheduled  Expiration  Date but all unvested  equity
               arrangements provided to you prior to the Effective Date or under
               any employee  benefit plan of the Company shall  continue to vest
               until the second  anniversary  of the Scheduled  Expiration  Date
               unless  vesting is  accelerated  upon the occurrence of the Third
               Party Change in Control and shall remain  exercisable during such
               two year  period  and for  ninety  days after the end of such two
               year period.

          4.4  You  understand  and agree that if you become  employed  by a new
               employer or self-employed after the Termination Date but prior to
               December  31, 2004,  up to one-half of the Salary  payable to you
               after the Termination Date shall be reduced by an amount equal to
               the amount earned from such  employment  (which shall not include
               director  fees)  with  respect to that  period  (and you shall be
               required to return to the Company,  without interest,  any amount
               by which such  payments  pursuant to Section  this 4.4 exceed the
               Salary  to which you are  entitled  after  giving  effect to that
               reduction)  and,  if you become  eligible  to receive  medical or
               other welfare benefits under another employer  provided plan, the
               corresponding  medical and other welfare benefits  provided under
               Section 2.6 shall be terminated. You agree to permit verification
               of your  employment  records and Federal income tax returns by an
               independent  attorney or accountant,  selected by the Company but
               reasonably   acceptable  to  you,  who  agrees  to  preserve  the
               confidentiality of the information disclosed by you except to the
               extent  required  to permit  the  Company  to verify  the  amount
               received by you from other active employment.

          4.5  For purposes of this  Agreement,  a Third Party Change in Control
               shall be deemed to have  occurred if (i) any  "person" or "group"
               (as  such  terms  are used in  Sections  13(d)  and  14(d) of the
               Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange
               Act")),  other  than an  Excluded  Person or  Excluded  Group (as
               defined below) (hereinafter,  a "Third Party"), is or becomes the
               "beneficial  owner" (as defined in Rule 13d-3  promulgated  under
               the Exchange Act),  directly or indirectly,  of securities of the
               Company  representing fifty percent (50%) or more of the combined
               voting  power  of  the  Company's  then  outstanding   securities
               entitled to vote in the  election of  directors  of the  Company,
               (ii) the  Company  is a party  to any  merger,  consolidation  or
               similar transaction as a result of which either (x) the Company's
               common  stock  ceases  to  be  listed  on a  national  securities
               exchange  or on NASDAQ  or (y) the  shareholders  of the  Company
               immediately prior to such transaction beneficially own securities
               of the  surviving  entity  representing  less than fifty  percent
               (50%) of the  combined  voting  power of the  surviving  entity's
               outstanding  securities  entitled  to  vote  in the  election  of
               directors of the surviving  entity, or (iii) all or substantially
               all of the assets of the Company are  acquired by a Third  Party.
               "Excluded  Group"  means  a  "group"  (as  such  term  is used in
               Sections  13(d) and 14(d) of the Exchange  Act) that includes one
               or more Excluded  Persons;  provided that the voting power of the
               voting stock of the Company "beneficially owned" (as such term is
               used in Rule 13d-3  promulgated  under the Exchange  Act) by such
               Excluded Persons (without attribution to such Excluded Persons of
               the  ownership  by other  members of the  "group")  represents  a
               majority of the voting  power of the voting  stock  "beneficially
               owned" (as such term is used in Rule 13d-3  promulgated under the
               Exchange Act) by such group.

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<PAGE>

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

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

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

          4.8  As a result of the  uncertainty  in the  application  of Sections
               4999 and 280G of the Code,  the  parties  acknowledge  that it is
               possible that a Gross-Up  Payment (or a portion  thereof) will be
               paid which  should not have been paid (an "Excess  Payment") or a
               Gross-Up  Payment (or a portion  thereof)  which should have been
               paid will not have been paid (an Underpayment").  An Underpayment
               shall be deemed  to have  occurred  (i) upon  notice  (formal  or
               informal) to you from any governmental taxing authority that your
               tax liability (whether in respect of your current taxable year or
               in respect of any prior  taxable year) may be increased by reason
               of the  imposition  of the Excise Tax on a  Parachute  Payment or
               Parachute  Payments  with respect to which the Company has failed
               to make a sufficient Gross-Up Payment,  (ii) upon a determination
               by a court,  (iii) by  reason  of  determination  by the  Company

                                       6
<PAGE>

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

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

5. PROTECTION OF CONFIDENTIAL INFORMATION; NON-COMPETITION.

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

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

                                       7
<PAGE>

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

          5.2  Prior  to  December  31,  2004,   you  shall  not,   directly  or
               indirectly,  enter the employ of, or render any  services to, any
               person, firm or corporation  engaged in any business  competitive
               with the business of the Company or of any of its subsidiaries or
               affiliates;  you shall not  engage in such  business  on your own
               account;  and  you  shall  not  become  interested  in  any  such
               business,  directly or  indirectly,  as an  individual,  partner,
               shareholder,   director,  officer,  principal,  agent,  employee,
               trustee,  consultant,  or in any other  relationship or capacity;
               provided,  however,  that  nothing  contained in this Section 5.2
               shall be  deemed to  prohibit  you from  acquiring,  solely as an
               investment,  up to five percent (5%) of the outstanding shares of
               capital stock of any public corporation or taking a position with
               a  business  the main  business  of  which is the sale of  retail
               products to customers.

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

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

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

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

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

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

                                       8
<PAGE>

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

6. INVENTIONS AND PATENTS.

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

7. INTELLECTUAL PROPERTY.

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

8. INDEMNIFICATION.

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

9. ARBITRATION; LEGAL FEES.

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

                                       9
<PAGE>

10. NOTICES.

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

                If to the Company, to:

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

                If to the Executive, to:
                F. Peter Cuneo
                27 Old Hattertown Road
                Redding, Connecticut 06896

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 and your stock option  agreements  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, including the Employment Agreement between
               you and  the  Company  dated  July  19,  1999  and you  expressly
               acknowledge  the  termination of such  Employment  Agreement.  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 your rights and obligations  hereunder,  may
               not be  assigned  by you.  The  Company  may assign  its  rights,
               together with its obligations,  hereunder (i) to any affiliate or
               (ii) to third  parties in connection  with any sale,  transfer or
               other  disposition of all or substantially all of its business or
               assets;  in any event the  obligations  of the Company  hereunder
               shall be binding on its successors or assigns, whether by merger,
               consolidation or acquisition of all or  substantially  all of its
               business or assets.

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

                                       10
<PAGE>


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

                                                Sincerely yours,

                                                /s/---------------------------
                                                Allen S. Lipson

                                                Executive Vice President


Acknowledged and Agreed:

/s/-----------------------                      Dated:  December 16, 2002
F. Peter Cuneo


                                       11
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