EMPLOYMENT AGREEMENT


     EMPLOYMENT  AGREEMENT,  dated  as  of  October  15,  2003,  between  Marvel
Enterprises,  Inc., a Delaware  corporation  (the  "Company") and Bruno Maglione
(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,  International or in such other executive  position as
may be mutually  agreed upon by the Company  and the  Executive.  The  Executive
shall report to the  Company's  Chief  Executive  Officer and Board of Directors
(except  with  respect to  licensing,  where the  Executive  shall report to the
Company's  President,  Consumer  Products  Group and the Board of Directors) and
shall  perform  such  other  duties  consistent  with such  positions  as may be
reasonably assigned to the Executive by the Company's Chief Executive Officer or
the  Board  of  Directors.  The  Executive  will be  responsible  for all of the
Company's  activities  and  operations  in  European  markets  and in such other
international  markets as the Company's Chief Executive  Officer or the Board of
Directors  may  designate.  The  Company  intends to  establish a company in the
United Kingdom,  and the Executive will be a member of the Board of Directors of
that company.

     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. 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, 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 London, England, subject
to reasonable travel requirements on behalf of the Company.

     1.4 Hours.  The Executive's  business hours shall be the hours between 9:00
a.m. and 5:30 p.m.,  Monday to Friday  (excluding bank and other public holidays
in  England),  and  such  further  time as  shall be  necessary  for the  proper
performance by the Executive of his duties under this  Agreement.  The Executive
acknowledges and agrees that he is exempt from the Working Time Regulations 1998
on account of his duties and powers.



<PAGE>


     1.5 Disciplinary Procedures. There are no formal disciplinary
rules specific to the Executive's employment. If the Executive is dissatisfied
with any disciplinary decision or if he has any grievance relating to his
employment he should submit a written memorandum giving particulars of such
dissatisfaction or grievance to the Company's Board of Directors and the matter
shall be dealt with by discussion and a majority decision of the directors
present at the next convened meeting of the Board of Directors.

     1.5  Particulars of Employment.  This  Agreement  contains the  particulars
required  to be given  under  Section 1 of the U.K.  Employment  Rights Act 1996
("ERA") to the intent that, as at the date of this Agreement,  the Company shall
not be  required  to  deliver to the  Executive  a  separate  written  statement
pursuant to Section 1 of the ERA.


     2. Term of Employment

     2.1 The Term. The Executive will commence  employment  under this Agreement
as soon as he is legally free to do so (the first date of such employment  being
the "Effective Date"); provided, that (i) the Executive shall use all reasonable
efforts to become legally free to commence  employment as soon as possible,  and
(ii) if, on May 1, 2004,  the Executive has not yet commenced  employment  under
this Agreement,  then this Agreement shall immediately,  automatically terminate
and neither party shall have any further  responsibility to the other hereunder.
The term of the Executive's  employment  under this Agreement (the "Term") shall
end on the date that is two  years  after the  Effective  Date (the  "Expiration
Date"). The Term shall end earlier than the Expiration Date if sooner terminated
pursuant  to  Section 4  hereof.  The  Expiration  Date  shall be  automatically
postponed  for one year,  and the Term shall be  automatically  extended  by one
year, unless either party provides the other with written notice, not later than
sixty (60) days prior to the Expiration  Date, of its election not to permit the
Term to be so  extended.  Thereafter,  on  each  subsequent  anniversary  of the
Effective  Date, the Expiration  Date shall be  automatically  postponed for one
additional year, and the Term shall be automatically  extended by one additional
year, unless either party provides the other with written notice, not later than
sixty (60) days prior to such  anniversary,  of its  election  not to permit the
Term to be so extended.

     2.2 The Executive's period of continuous  employment with the Company shall
be deemed to have commenced on the Effective Date.


     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 three  hundred
seventy  thousand  dollars  ($370,000)  less such  deductions  or  amounts to be
withheld as required by applicable law and regulations and deductions authorized


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<PAGE>

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.  Any increase shall take effect on
January 1 of the year in question,  the first increase to take effect on January
1, 2005. The Executive's  base salary as in effect from time to time is referred
to in this Agreement as the "Base Salary".  The Base Salary,  and all other cash
payments  by Company  hereunder,  shall be made to  Executive  in United  States
Dollars unless the Executive notifies the Company,  at least one week before any
given  payment,  that he wishes for that payment to be in pounds  sterling.  Any
payment in pounds  sterling shall be made at the interbank  conversion rate from
United States Dollars used by the Company's bank on the date of payment, free of
any and all charges.

     3.2 Bonus. In addition to the amounts to be paid to the Executive  pursuant
to Section 3.1 hereof, the Executive will be entitled to receive a cash bonus in
respect of calendar year 2003 and  thereafter  based in part upon the attainment
of  performance  goals set by the Board of  Directors  (the  "Bonus  Performance
Goals").  The  Executive's  target  annual bonus amount shall be 50% of his base
salary for the year;  provided  that for  calendar  year 2003,  Executive  shall
receive the amount to which he may be entitled  under the 2003 bonus  program on
the  assumption  that he has been  employed  for the entire  year or one hundred
eighty-five  thousand dollars ($185,000),  whichever is greater, but reduced, in
either  case,  by any  amounts  that the  Executive  receives  from his  current
employer as a 2003 bonus (the "2003  Bonus").  Each annual bonus,  including the
2003  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.

     3.3 Business Expenses. The Company shall pay for or reimburse the Executive
for all reasonable expenses actually incurred by or paid by the Executive during
the Term in the  performance of the  Executive's  services under this Agreement,
upon  presentation  of expense  statements or vouchers or such other  supporting
information as the Company customarily may require of its officers.

     3.4  Vacation.  During  the Term,  the  Executive  shall be  entitled  to a
vacation  period or periods of five (5) 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,  unless the Company
agrees otherwise.

     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,  together  with
executive medical benefits for the Executive, as from time to time in effect for
executive  employees  of the Company  generally.  In the event of such  benefits
being  limited  (by law or  otherwise)  to  residents  of the  United  States of
America,  the Company shall provide Executive with comparable  benefits.  In any
event, specifically, during the Term:

          (a) The Company will not provide any pension  scheme or other  pension
arrangements for the Executive.  At the request of Executive,  the Company, each
month, shall pay directly to a private pension scheme nominated by the Executive
a lump sum equivalent to ten percent (10%), or any lower percentage specified by
the Executive, of his then current monthly salary.


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<PAGE>

          (b)  There  is no  contracting-out  certificate  in  force  under  the
U.K.Pensions Schemes Act 1993 in respect of the Executive's  employment with the
Company.

          (c) Subject to the Executive  complying  with all terms and conditions
from  time to time  imposed  by the  medical  insurance  provider  chosen by the
Company (as may be varied from time to time),  the Company shall maintain at its
cost,  private medical insurance at the London A scale (BUPA) arranged with such
insurance  provider for the Executive and his wife and dependent  children under
the age of 18. In lieu of the foregoing,  the Executive  may, at his option,  be
reimbursed for his own provision of medical insurance  provided that the Company
shall  not  be  required  to  incur  greater  expense  than  had  the  Executive
participated in the Company's scheme.

          (d)  The  Company  shall  provide  the  Executive  with,  or,  at  the
Executive's  option,  will  reimburse the Executive for the cost of his directly
obtaining,  permanent  health  insurance  cover,  which in the event of  serious
illness,  will provide the Executive,  after six months' absence, with financial
support.  The Company  intends for this support to be in the range of 75% of the
Executive's  Base Salary or at any other level  typical of executives in London,
but cannot  commit to the  particulars  of the terms before  consulting  with an
insurance provider.

          (e) The Company shall provide the Executive with life assurance  cover
of three times the  Executive's  Base  Salary,  subject to any  customary  terms
imposed by the insurance provider.

     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.

     3.7 Sick Pay. If the  Executive  is absent from work  because of illness or
accident,  the Company  will pay to the  Executive  his Base Salary for up to an
aggregate of one hundred and eighty  (180)  working days in any period of twelve
(12) months.  Any sums  payable to the  Executive  under this  Section  shall be
inclusive of any Statutory Sick Pay payable.

     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 six (6) consecutive  months or (ii) for shorter  periods  aggregating six (6)
months  during any twelve (12) 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 (6) months,
by written  notice to the Executive (but before the Executive has recovered from
such disability), terminate the Term.

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<PAGE>

     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 set forth in this Agreement;
provided, however, that the Company shall not be deemed to have Cause pursuant
to this clause (i) unless the Company gives the Executive written notice that
the specified conduct has occurred and making specific reference to this Section
4.3(i) and the Executive fails to cure the conduct within thirty (30) days after
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 willful misconduct by the Executive
which has, or could reasonably be expected to have, a material adverse effect on
the Company; or (iv) the Executive's conviction of, or plea of guilty to, any
criminal offence other than a minor motoring offence.

     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  position  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, 3.5 and
3.6 hereof to the date on which such termination shall take effect. In addition,
if the Term is terminated  pursuant to Section 4.1 or 4.2, the  Executive  shall
also be entitled to receive any bonus which has been awarded  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 bonus for the year in which
the  termination  date occurs (a "Pro Rata Bonus").  The Pro Rata Bonus to which
the  Executive  is  entitled,  if any,  for each year  other  than 2003 shall be
determined by reference to the attainment of the  performance  goals referred to
in  Section  3.2 as of the  end of the  fiscal  year  in  which  termination  of
employment  occurs  and shall be paid when  bonuses  in respect of that year are
generally paid to the Company's other  executives but in no event later than the
ninetieth day of the next fiscal year.

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<PAGE>

          (b) Except as provided in Section 4.5(c), if the Term is terminated by
the Executive pursuant to clauses (i), (ii) or (iii) of Section 4.4(a) or by the
Company  other than  pursuant to Section  4.1,  4.2 or 4.3,  the  Company  shall
continue  thereafter to provide the Executive (i) payments of Base Salary in the
manner  and  amounts  specified  in  Section  3.1 until the  twelve  (12)  month
anniversary of the date of termination,  (ii) if termination  occurs at any time
after a bonus has been  awarded  under  Section  3.2 in respect of a  previously
completed  fiscal  year and prior to the time that the bonus has been paid,  the
amount of that bonus,  (iii) a Pro Rata Bonus for the year in which  termination
occurs and (iv) fringe  benefits in the manner and amounts  specified in Section
3.5 and Section 3.6 until the earlier of the Expiration  Date, the period ending
on the date the Executive begins work as an employee or consultant for any other
entity or 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 for the period  specified in
clause (iv) of this  Section  4.5(b)  (unless  vesting is  accelerated  upon the
occurrence  of a Third Party Change in Control as  described in Section  4.5(d))
and shall remain  exercisable for ninety days after the end of that period,  but
in no event after the expiration of the original exercise term.  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 Executive  becomes
employed  by a new  employer  or  self-employed  prior  to  the  earlier  of the
Expiration  Date or twelve (12) months after the date of  termination,  the Base
Salary payable to the Executive pursuant to this Section 4.5(b) shall be reduced
by an amount  equal to the amount  earned from such  employment  with respect to
that period  (and the  Executive  shall be  required  to return to the  Company,
without  interest,  any amount by which such  payments  pursuant to 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  produce  such
documentation  or evidence as the Company may  reasonably  request 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, and,
in any such  event,  the  termination  shall  occur  upon or  within  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  bonuses paid (treating any annual bonus which is not paid as
a result of the  Executive's  failure to attain the Bonus  Performance  Goals as

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<PAGE>

having been paid in an amount  equal to zero) to the  Executive  during the Term
(or if only one annual bonus has been paid, the amount of that annual bonus,  to
be paid in a lump sum  within 30 days after the date of  termination),  and (ii)
benefits  in the manner and  amounts  specified  in Section  3.5 and Section 3.6
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.

          (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  stockholders  of the Company  immediately  prior to such  transaction
beneficially own securities of the surviving entity representing less than fifty
percent (50%) of the combined voting power of the surviving entity's outstanding
securities entitled to vote in the election of directors of the surviving entity
or (iii) all or substantially all of the assets of the Company are acquired by a
Third Party.  "Excluded Group" means a "group" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) that includes one or more Excluded Persons;
provided that the voting power of the voting stock of the Company  "beneficially
owned" (as such term is used in Rule 13d-3  promulgated  under the Exchange Act)
by such Excluded  Persons  (without  attribution to such Excluded Persons of the
ownership by other  members of the "group")  represents a majority of the voting
power of the  voting  stock  "beneficially  owned" (as such term is used in Rule
13d-3 promulgated under the Exchange Act) by such group. "Excluded Person" means
Isaac  Perlmutter  and Avi Arad or any of their  affiliates,  any  spouse or any
lineal  descendants  of Messrs.  Perlmutter or Arad,  and any trust  established
solely for the benefit of, and any  charitable  trust or foundation  established
by, Messrs.  Perlmutter or Arad or their spouses or lineal  descendants and each
of their respective affiliates.

          (e) 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.


     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:

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     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
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

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

     5.2 For a period of six (6) months  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) or is  otherwise  in breach of this  Agreement,  the
Executive shall not, directly or indirectly,  enter the employ of, or render any
services to, any person,  firm or  corporation  engaged in any business  that is
both (i) competitive with the business of the Company or any of its subsidiaries
or  affiliates  and (ii) a business  with  which the  Executive  was  materially
involved in the twelve  (12)  months  before the  cessation  of the  Executive's
employment  hereunder;  the  Executive  shall not engage in such business on the
Executive's own account;  and the Executive  shall not become  interested in any
such business, directly or indirectly, as an individual,  partner,  shareholder,
director, officer,  principal,  agent, employee, trustee,  consultant, or in any
other  relationship or capacity;  provided,  however,  that nothing contained in
this  Section  5.2 shall be deemed to prohibit  the  Executive  from  acquiring,
solely as an investment,  up to five percent (5%) of the  outstanding  shares of
capital stock of any corporation  whose stock is publicly  traded.  In the event
that,  after the  six-month  period  described in the  foregoing  sentence,  the
Executive engages in any of the activities prohibited during such period by such
sentence,  all  obligations  of the Company to the  Executive  under Section 4.5
hereof shall immediately and automatically cease.

     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 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.


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     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.

     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 the
United  Kingdom or any other  state or country  where the  Executive  resides or
where the breach of the covenant is  occurring.  In the event that the courts of
any  one or  more  of  such  jurisdictions  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  jurisdiction  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  jurisdiction  being for this purpose severable
into diverse and independent covenants.

     5.7 In the event that any action,  suit or other  proceeding for injunctive
relief is brought to enforce the  covenants  contained in Section 5.1 or Section
5.2 hereof, each party shall pay all of its own expenses  (including  attorneys'
fees) in such action,  suit or other proceeding,  notwithstanding any prevailing
practice to the contrary in the jurisdiction in question.

     6. Prior Restrictions; Promise Not to Solicit.

          (a) 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.

          (b) Unless  otherwise  agreed by the Company,  the Executive will not,
during the Term and for a period of one 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 to work for
any competitor of the Company or its subsidiaries.

                                       9
<PAGE>

     7. Inventions and Patents; Intellectual Property.

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

          (b) 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 by  Executive 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.


                                       10
<PAGE>

     9. Arbitration; Legal Fees

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


     10. Notices.

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

                  If to the Company, to:

                           Marvel Enterprises, Inc.
                           10 East 40th Street
                           New York, New York 10016
                           USA
                           Attention: President

                  If to the Executive, to:

                           Bruno Maglione
                           21 Aubrey House
                           7 Maida Avenue
                           London W2 1TQ


     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,  U.S.A.  applicable  to
agreements made and to be performed  entirely in New York, without regard to the
conflict of law principles of such state.

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<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 affiliate or (ii) to third
parties in connection  with any sale,  transfer or other  disposition  of all or
substantially all of its business or assets; in any event the obligations of the
Company  hereunder  shall be binding on its  successors  or assigns,  whether by
merger, consolidation or acquisition of all or substantially all of its business
or assets.

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

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


     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.


                                       12
<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/ Bruno Maglione
         --------------------------               --------------------------
         Allen S. Lipson                          Bruno Maglione
         President and Chief Executive Officer





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                                   SCHEDULE I

Additional Benefits:

1.   Legal Fee  Reimbursement.  The costs  incurred by  Executive,  prior to the
     execution of this  Agreement,  for review and negotiation of this Agreement
     by Executive's lawyer shall be reimbursed by Company up to a maximum of six
     thousand two hundred and fifty dollars $6,250.

2.   Automobile  Allowance.  The  Executive  shall be eligible for an automobile
     allowance in the amount of $1,200 per month,  paid  monthly,  in accordance
     with the Company's policy.

3.   Stock Incentive Plan. The Executive shall be eligible to participate in the
     Marvel  Enterprises,  Inc. 1998 Stock Incentive Plan (the "Stock  Incentive
     Plan") and to receive options to purchase one hundred twenty-five  thousand
     (125,000)  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, and such other grants
     as may be determined from time to time by such  committee.  The options for
     125,000  shares  shall be granted on the  Effective  Date and the  exercise
     price of the options  shall be the Common  Stock's  Fair  Market  Value (as
     defined in the Stock  Incentive  Plan) on such date.  The options  shall be
     scheduled  to vest as to  one-third  of the  Shares  on each of the  first,
     second and third anniversaries of the date they are granted,  shall vest as
     to all of the Shares  upon a Third  Party  Change in  Control  and shall be
     subject to all other terms and  conditions of the Stock  Incentive Plan and
     the related Stock Option  Agreement  between the Company and the Executive.
     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
     between this  Agreement and 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.



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