EMPLOYMENT AGREEMENT


          EMPLOYMENT  AGREEMENT,  dated as of December 11, 2003,  between Marvel
Enterprises,  Inc., a Delaware corporation (the "Company") and David Maisel (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 exclusive and full-time services
to the Company as President and Chief Operating  Officer of Marvel Studios or in
such other  executive  position as may be mutually agreed upon in writing by the
Company and the Executive (the  "Position").  The Executive  shall report to the
Chairman and Chief  Executive  Officer of Marvel  Studios and shall perform such
other duties  consistent with such Positions as may be assigned to the Executive
by the Chairman and Chief  Executive  Officer of Marvel Studios or the Company's
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,  to devote the Executive's  entire  business time,  energy and skill to
such  employment  and to use the  Executive's  professional  efforts,  skill and
ability to promote  the  Company's  interests.  Notwithstanding  the  foregoing,
Executive  shall be permitted to engage in those business  activities  listed on
Schedule  I  attached  hereto  without  being in breach of this  Agreement.  The
Executive further 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  therefor  other than that
specified in this Agreement or in any applicable director incentive compensation
plan,  if elected to any such  position by the  stockholders  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 Los  Angeles,
subject to reasonable  travel  requirements on behalf of the Company,  including
periodic trips to the Company's headquarters in New York City.

          2. Term of Employment

          2.1 The  Term.  The  term of the  Executive's  employment  under  this
Agreement (the "Term") shall commence on January 12, 2004 (the "Effective Date")
and shall end on January 12, 2009 (the  "Expiration  Date").  The Term shall end
earlier  than the  Expiration  Date if sooner  terminated  pursuant to Section 4
hereof.

<PAGE>

          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 five hundred
thousand  dollars  $500,000  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 by the Board of Directors and may be increased, but not
decreased,  by the Board of Directors.  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 the
following:

          (a) a cash bonus ("Cash  Bonus") in respect of calendar  year 2004 and
each calendar year thereafter during the Term based in whole or in part upon the
attainment  of  performance  goals set by the Board of  Directors of the Company
(the "Bonus Performance Goals"). The Executive's target annual Cash Bonus amount
shall be 50% of his Base Salary for the then  applicable  year. Each annual Cash
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 calendar year. If during any calendar year  Executive's  Base Salary is
increased,  the Base  Salary  for  purposes  of  calculating  the Cash Bonus and
Non-Cash  Bonus (as defined  below)  shall be the  weighted  average of the Base
Salary for that year.

          (b) a grant under the  Company's  Stock  Incentive  Plan in respect of
calendar year 2004 and each calendar year thereafter  during the Term consisting
of a stock options,  restricted stock,  stock  appreciation  rights and/or other
forms of non-cash compensation ("Non-Cash Bonus"), having a value at the time of
the grant equal to three (3) times the then  applicable Base Salary and the then
awarded  Cash  Bonus.  The value of the grant  shall be  determined  on the same
method used by the Company for valuing grants under the Stock  Incentive Plan to
the other senior executives of the Company. The Non-Cash Bonus shall be given to
Executive  on or before  December  31st of each year and shall  vest  and/or the
restrictions or risk of forfeiture shall lapse,  over such period and subject to
such performance goals as determined by the Compensation  Committee of the Board
of  Directors  of the  Company.  Executive  agrees  that  100,000 of the 250,000
options granted  pursuant to the Consulting  Agreement  referred to in paragraph
2(a) of Schedule I shall be included in the calculation of Executive's  Non-Cash
Bonus for 2004.  The value of said 100,000  options for purposes of  determining
the grant of Executive's  2004 Non-Cash Bonus shall be the value of such 100,000
options determined as of date the remainder,  if any, of the 2004 Non-Cash Bonus
is awarded.

          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.


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<PAGE>


          3.4 Vacation.  During the Term,  the Executive  shall be entitled to a
vacation  period or periods of four (4) weeks per year taken in accordance  with
the vacation  policy of the Company during each year of the Term.  Vacation time
not used by the end of a calendar year shall be forfeited.

          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 or its other senior
executives,  together with executive medical benefits for the Executive, 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
and benefits given to employees of the Company generally.

          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 four  (4)  consecutive  months  or (ii)  for  shorter  periods
aggregating  six (6) months during any eighteen  (18) month period,  the Company
may at any  time  after  the last day of the  four  (4)  consecutive  months  of
disability  or the day on which the  shorter  periods of  disability  shall have
equaled an aggregate of six (6) 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  willful and
intentional failure or refusal to perform or observe any of his material duties,
responsibilities or obligations;  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 of the specified  conduct that 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  receipt of such notice;  (ii)  material
breach by the Executive of any of his obligations under Section 5 hereof;  (iii)
any  willful and  intentional  acts of the  Executive  involving  fraud,  theft,
misappropriation  of funds,  embezzlement or material  dishonesty  affecting the
Company or any of its  subsidiaries  or affiliates or willful  misconduct by the
Executive which has, or could reasonably be expected to have, a material adverse
effect on the  Company  or any of its  subsidiaries  or  affiliates  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 or which involves the property of
the Company or any of its subsidiaries or affiliates.

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<PAGE>


          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;  or (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;  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
sixty (60) days after the date the notice is given.

          4.5 Severance.  (a) If the Term is terminated pursuant to Section 4.1,
4.2 or 4.3 hereof,  or by the Executive  other than pursuant to Section  4.4(a),
the  Executive  shall be  entitled  to receive  his Base  Salary,  benefits  and
reimbursements  provided  hereunder at the rates  provided in Sections 3.1, 3.3,
3.4 (to the extent accrued) and 3.5 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 Cash Bonus and
Non-Cash  Bonus  which  has been  awarded  under  Section  3.2 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  Cash  Bonus  for the year in which the
termination  date occurs (a "Pro Rata Cash  Bonus").  The Pro Rata Cash Bonus to
which the Executive is entitled, if any, shall be determined by reference to the
attainment  of the Bonus  Performance  Goals as of the end of the fiscal year in
which  termination  of employment  occurs and shall be paid when cash 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 (in  accordance  with
Section 4.6), the Company shall continue thereafter to provide the Executive (i)
payments of Base Salary in the manner and amounts specified in Section 3.1 until
the  twelve  (12)  month  anniversary  of  the  date  of  termination,  (ii)  if
termination occurs at any time after a Cash Bonus has been awarded under Section
3.2(a) and a Non-Cash  Bonus has been awarded under Section 3.2(b) 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 Cash  Bonus for the year in
which termination  occurs,  (iv) a Pro Rata Non-Cash Bonus for the year in which
termination  occurs,  (v) fringe benefits in the manner and amounts specified in

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<PAGE>


Section 3.5 until the earlier of the  Expiration  Date, the period ending on the
date the  Executive  begins work as an employee  for any other  entity or twelve
(12)  months  after the date of  termination,  and (vi)  vesting of any  options
granted to Executive  under the Company's  Stock  Incentive  Plan (as defined in
Schedule I attached hereto) until the twelve (12) month  anniversary of the date
of  termination.  Cash Bonuses and  Non-Cash  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. 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 Term is  terminated  by  Executive
pursuant to Section  4.4(a) and  Executive  becomes  employed by a new  employer
prior to the earlier of the Expiration Date or twelve (12) 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 cash
payments  pursuant to this  Section  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, who
agrees to preserve  the  confidentiality  of the  information  disclosed  by the
Executive  except to the extent  required  to permit  the  Company to verify the
amount received by Executive from other active employment.

          (c) If the Term is  terminated  by the  Executive  pursuant to Section
4.4(a),  or by the Company  other than  pursuant to Section  4.1, 4.2 or 4.3 (in
accordance  with Section 4.6),  and, in any such event,  the  termination  shall
occur upon or within  twelve (12) months  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 Cash Bonuses paid
(treating any annual Cash 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  Cash
Bonus has been paid, the amount of that annual Cash 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 subparagraph (d) below.


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<PAGE>


          (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 includes one or more Excluded Persons;
provided that the voting power of the voting stock of the Company  "beneficially
owned" (as such term is used in Rule 13d-3  promulgated  under the Exchange Act)
by such Excluded  Persons  (without  attribution to such Excluded Persons of the
ownership by other  members of the "group")  represents a majority of the voting
power of the  voting  stock  "beneficially  owned" (as such term is used in Rule
13d-3 promulgated under the Exchange Act) by such group. "Excluded Person" means
Isaac Perlmutter and Avi Arad or any of their affiliates.

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

          (ii) An initial  determination  as to  whether a  Gross-Up  Payment is
required  pursuant to this  Agreement  and the amount of such  Gross-Up  Payment
shall be made at the Company's expense by the Company's regular outside auditors
(the  "Accounting  Firm").  The Accounting Firm shall provide its  determination
(the  "Determination"),  together  with  detailed  supporting  calculations  and
documentation  to  the  Company  and  the  Executive  within  ten  days  of  the
Termination  Date if  applicable,  or promptly upon request by the Company or by
the  Executive  (provided  the  Executive  reasonably  believes  that any of the
Parachute  Payments may be subject to the Excise Tax) and if the Accounting Firm
determines  that no Excise  Tax is payable by the  Executive  with  respect to a
Parachute Payment or Parachute Payments,  it shall furnish the Executive with an
opinion  reasonably  acceptable  to the  Executive  that no  Excise  Tax will be
imposed with respect to any such Parachute Payment or Parachute Payments. Within
ten days of the delivery of the  Determination  to the Executive,  the Executive
shall have the right to dispute the Determination (the "Dispute").  The Gross-Up
Payment, if any, as determined pursuant to this Section 4.5(e)(ii) shall be paid
by the Company to the Executive within ten days of the receipt of the accounting
Firm's  determination  notwithstanding the existence of any Dispute. If there is
no Dispute,  the Determination  shall be binding,  final and conclusive upon the
Company and the  Executive  subject to the  application  of Section  4.5(e)(iii)
below.  The Company and the  Executive  shall  resolve any Dispute in accordance
with the terms of this Agreement.


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<PAGE>


          (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  Incentive  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.

          4.6  Restriction  on  Termination.  Notwithstanding  anything  to  the
contrary  contained in this  Agreement,  commencing  on the  Effective  Date and
through  the  first  anniversary  of the  Effective  Date the  Company  may only
terminate  this  Agreement  and the Term pursuant to Sections 4.2 or 4.3. If the
Company terminates this Agreement in contravention to this Section 4.6, (a) such
termination shall be deemed to have occurred on the first business day following
the first anniversary date of the Effective Date (the "First Termination Date"),
(b) Executive  shall be entitled to all of the benefits of this  Agreement,  the
Nonqualified Stock Incentive Agreement, the Restricted Stock Agreement and under
the Stock  Incentive  Plan as if Executive had been  employed  through the First
Termination  Date, and (c) the severance  provisions set forth in Section 4.5(b)
shall be deemed to commence as of the First Termination Date.

          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:

          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 the Executive
(i) in the course of his communications with the Company and its representatives
heretofore  with  respect to his service as a  consultant  to the Company or his
prospective employment hereunder or (ii) 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


                                       8
<PAGE>


          5.1.2  To  deliver  or  make  available  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(a),  the Executive  shall not,  directly or indirectly,
enter the employ of, or render any  services to any company  that as its primary
business  distributes  DVD's  directly to consumers or any division of a company
that as its primary  business  distributes  DVD's  directly to  consumers  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  corporation  whose stock is
publicly traded.

          5.3 If the  Executive  commits  a  breach,  or  threatens  to commit a
breach,  of any of the  provisions  of Section 5.1 or Section  5.2  hereof,  the
Company shall have the following rights and remedies:

          5.3.1  The right and  remedy  to seek to have the  provisions  of this
Agreement  specifically enforced by any court having equity jurisdiction,  as 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 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 Section 5.1 or Section 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.


                                       9
<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 New York State and of any other state within the  geographical  scope of such
covenants  where the Executive  maintains  his  principal  office at the time of
enforcement.  In the event that the courts of either  such state 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 the other such state as to  breaches of such  covenants  in such other
state,  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 Section  5.1 or
Section 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. Prior Restrictions; Promise Not to Solicit

          6.1 The  Executive  represents  that he is free  to  enter  into  this
Agreement is not restricted in any manner from  performing  under this Agreement
by any prior agreement,  commitment,  or understanding  with any third party. If
Executive has acquired confidential or proprietary  information in the course of
his prior  employment or as a  consultant,  he will fully comply with any duties
not to disclose such information then applicable to him during the Term.

          6.2 The  Executive  will not,  during the Term and for a period of one
(1) year from the last  payment  to  Executive  hereunder,  induce or attempt to
induce any employee of the Company or its  subsidiaries  to stop working for the
Company or its  subsidiaries  or  affiliates  to work for any  competitor of the
Company or its subsidiaries.

          7. Inventions and Patents; Intellectual Property.

          7.1  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  (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 as then  conducted  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.


                                       10
<PAGE>


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

          8. Indemnification.

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

          9. Arbitration; Legal Fees

          Except  with  respect to  injunctive  relief  under  Section 5 of this
Agreement,  any  dispute  or  controversy  arising  out of or  relating  to this
Agreement  shall be  resolved  exclusively  by  arbitration  in New York City in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  then in effect.  The parties agree to allow discovery in accordance
with the Federal Rules of Civil Procedure 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.


                                       11
<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: President

                  If to the Executive, to:

                           David Maisel
                           7660 Beverly Boulevard, Apt 412,
                           Los Angeles, California 90036

                  with a copy to:

                  Liner Yankelevitz Sunshine & Regenstreif LLP
                                    1100 Glendon Avenue, 14th Floor
                                    Los Angeles, California 90024
                                    Attention: Joshua Grode

          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.


                                       12
<PAGE>


          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  subsidiary  or
affiliate  (provided,  that the Company shall not be relieved  thereby of any of
its obligations hereunder) or (ii) to third parties in connection with any sale,
transfer or other  disposition  of all or  substantially  all of its business or
assets;  in any event the obligations of the Company  hereunder shall be binding
on its successors or assigns, whether by merger, consolidation or acquisition of
all or substantially all of its business or assets.

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

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

          12 Subsidiaries and Affiliates.

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


                                       13
<PAGE>


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


COMPANY:
MARVEL ENTERPRISES, INC.                        EXECUTIVE:


By:/s/  Allen S. Lipson                         /s/ David Maisel
   --------------------------                   --------------------------
   Allen S. Lipson                              David Maisel
   President and Chief Executive Officer


                                       14
<PAGE>


                                   SCHEDULE I

                              Additional Benefits:

1.  Automobile  Allowance.  The  Executive  shall be eligible for an  automobile
allowance  in the amount of $1,100 per month in  accordance  with the  Company's
policy.

2. Stock Incentive Plan.

          (a) As set forth in the consultancy  agreement between the Company and
the Executive  December 11, 2003, the Executive shall be eligible to participate
in the Marvel Enterprises,  Inc. 1998 Stock Incentive Plan (the "Stock Incentive
Plan").  Pursuant to the consultancy  agreement,  the Executive has already been
made entitled to receive  250,000  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 Stock  Incentive  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  Incentive Plan.
The  Executive's  participation  in the Stock Incentive 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  Incentive Plan and the related
Stock  Option  Agreement.  In the event of any conflict  concerning  the options
among this Agreement,  the consultancy  agreement,  the Stock Incentive Plan and
the related Stock Option Agreement, or any ambiguity in any such agreements, the
Stock Incentive Plan and the related Stock Option  Agreement shall control other
than with  respect  to  severance  provisions  relating  thereto  for which this
Agreement shall control.

          (b) The Executive shall receive one hundred thousand  (100,000) shares
(the  "Restricted  Shares") of common stock,  par value $.01 per share  ("Common
Stock"),  of the Company  pursuant to the terms of the Stock  Incentive Plan and
related  Restricted  Stock  Agreement.  The  Restrictions  (as  defined  in  the
Restricted Stock Agreement) with respect to the Restricted Shares shall lapse as
to  (a)  twenty-five  percent  (25%)  of the  Restricted  Shares  on the  second
anniversary of the Effective Date, (b) an additional  twenty-five  percent (25%)
on the third  anniversary of the Effective  Date, (c) an additional  twenty-five
percent  (25%) on the  fourth  anniversary  of the  Effective  Date,  and (d) an
additional  twenty-five  percent (25%) on the fifth anniversary of the Effective
Date, and the Restrictions shall lapse as to all of the Restricted Shares upon a
Third  Party  Change  in  Control  (as  defined  in the Stock  Incentive  Plan);
provided,  that, in the event that the Executive is receiving severance payments
under Section 4.5(b) of this Agreement,  clause (a) above in this sentence shall
be replaced by the following:  "(a) twenty-five  percent (25%) of the Restricted
Shares in equal monthly increments  commencing on the date that is thirteen (13)
months after the Effective Date with the entire twenty-five  percent (25%) being
free from  Restrictions on the second  anniversary of the Effective  Date".  The
Executive's participation in the Stock Incentive 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 rights with respect to the restricted stock shall be
governed  strictly in accordance  with the Stock  Incentive Plan and the related
Restricted Stock Agreement. Until such time as the Restricted Stock Agreement is


                                       15
<PAGE>


executed by  Executive,  the terms of this  Agreement  and this Schedule I shall
control the Restricted Stock. At such time as Executive  executes the Restricted
Stock  Agreement,  in the event of any conflict among this Agreement,  the Stock
Incentive Plan and the related  Restricted  Stock Agreement as to the Restricted
Shares,  or any ambiguity in any such  agreements,  the Stock Incentive Plan and
the related  Restricted Stock Agreement shall control other than with respect to
severance provisions relating thereto for which this Agreement shall control.

3. Directors and Officers  Insurance.  In the event that the Executive serves as
an officer or director  of the Company or any  subsidiary  or  affiliate  of the
Company in accordance with Section 1.2 hereof, the Executive shall be covered by
the Company's  directors'  and officers'  insurance  policy(ies) in place at the
time.

4. COBRA  Reimbursements.  The Company  shall  reimburse the Executive for COBRA
health  benefits  paid  for the  period  of the Term  prior  to the  Executive's
eligibility for medical benefits pursuant to Section 3.5 of the Agreement.

5.  Press  Release.  Executive  shall  have the right to review  and  comment in
advance on any press  release  relating to the  execution  of this  Agreement or
Executive's services for the Company.

6. Section 1.2 Excluded Projects.

   a. Member of the Board of Advisors of Shopping.com;

   b. Maisel Broadway Productions, LLC ("MBP"); provided, that (i) MBP shall not
take on any new projects  during the Term;  (ii) the Executive shall not provide
any  services  to MBP on any  project  unless the  Company is  involved  in that
project;  and (iii) no MBP project  shall  present a conflict  with the business
activities of the Company.

                                       16
<PAGE>