Exhibit 10.23
                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

     This is Amendment  No. 1, dated as of November 21, 2002 (this  "Amendment")
to the EMPLOYMENT AGREEMENT,  dated as of October 29, 1999 (the "1999 Employment
Agreement"),  between  Marvel  Enterprises,  Inc., a Delaware  corporation  (the
"Company") and Allen S. Lipson (the "Executive").

     WHEREAS,  the Company currently employs the Executive as its Executive Vice
President  -  Business  and  Legal  Affairs  pursuant  to  the  1999  Employment
Agreement;

     WHEREAS,  the Company wishes to change the Executive's  position to that of
its  President  and Chief  Executive  Officer  effective on January 1, 2003 (the
"Effective  Date"),  and the  Executive  wishes  to  accept  such  change in his
employment  commencing on the Effective  Date, on the terms and  conditions  set
forth in the 1999 Employment Agreement, as amended by this Amendment.

     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.  Change in  Position.  Commencing  on the  Effective  Date,  the  Executive's
position with the Company and the Executive's  title shall be changed to that of
the Company's  President and Chief  Executive  Officer.  In that  position,  the
Executive  shall report  solely to the  Company's  Board of Directors and to the
Company's Chairman and  Vice-Chairman,  and shall perform such duties consistent
with such position as may be assigned to the Executive by the Company's Board of
Directors or its Chairman or  Vice-Chairman.  Until such time,  if any, at which
the Company employs a chief legal officer,  the Executive shall also continue to
function and perform the duties of its chief legal officer at the request of the
Company's Board of Directors and its Chairman or Vice-Chairman.

2. Change in Term. The "Expiration Date" under the 1999 Employment  Agreement is
extended until the second  anniversary of the Effective Date, subject to earlier
termination  pursuant  to  Section  4 of  the  1999  Employment  Agreement.  The
Expiration  Date  shall  be  automatically  postponed,  and the  Term  shall  be
automatically extended, as provided and subject to the conditions in Section 2.1
of  the  1999  Employment  Agreement.  Section  4.4(b)  of the  1999  Employment
Agreement is changed to read in its entirety as follows:

          "(b) The Term may be terminated by the Executive by giving the Company
          a notice of termination at any time  specifying a termination  date no
          less than sixty (60) days after the date the notice is given, provided
          that no such  notice  of  termination  may  take  effect  until  after
          December 31, 2003."

3. Change in  Compensation.  Commencing on October 1, 2002, the Executive's Base
Salary shall be increased to an annual rate of $500,000.  The Executive's target
annual bonus amount shall continue to be 50% of his base salary for the year.

4. Amended and Restated Employment Agreement;  Change in Severance.  The Company
and  the  Executive  are  entering  into  an  Amended  and  Restated  Employment
Agreement,   dated  the  date  of  this  Amendment  (the  "Restated   Employment
Agreement"),  pursuant to which the Executive will serve as a part-time employee
of the Company following termination of the Executive's  employment as President
and Chief  Executive  Officer of the  Company in certain  circumstances.  If the
Effective Date under the Restated  Employment  Agreement  occurs,  the Executive
shall not be entitled to any continued payments of Base Salary,  continuation of
fringe benefits or continued vesting of equity arrangements under Section 4.5(b)
of the 1999 Employment Agreement,  but Executive shall be entitled to a Pro Rata
Bonus under Section 4.5(b)(iii) of the 1999 Employment Agreement.

5. Change in  Non-Compete.  The  proviso in Section  5.2 of the 1999  Employment
Agreement is changed to read in its entirety as follows:

          "provided,however, that nothing contained in this Section 5.2 shall be
          deemed  to  prohibit  the  Executive  from  acquiring,  solely  as  an
          investment,  up to five  percent  (5%) of the  outstanding  shares  of
          capital stock of any public corporation."

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6. Change in Address for Notices.  The address for notices,  requests,  consents
and other  communications  to the  Company  pursuant  to  Section 10 of the 1999
Employment Agreement is changed to:

                           Marvel Enterprises, Inc.
                           10 East 40th Street
                           New York, New York 10016
                           Attention:  Chief Financial Officer

                      with a copy to:

                           John Turitzin, Esq.
                           Paul, Hastings, Janofsky & Walker LLP
                           1055 Washington Boulevard
                           Stamford, Connecticut 06901

7. Housing Allowance. Section 3 of Schedule I to the 1999 Employment Agreement
is amended to read in its entirety as follows:

               "Housing  Allowance.  During the Term,  the Company shall provide
               the Executive with a suitable one-bedroom  apartment in Manhattan
               (and shall pay related utility charges,  other than personal long
               distance  telephone charges) and shall also provide the Executive
               with monthly  parking in a garage in proximity to that apartment.
               The  apartment,   utilities  and  parking  referred  to  in  this
               paragraph  shall be provided to the  Executive,  or the Executive
               shall be  reimbursed  by the  Company for those  expenses,  on an
               after-tax  basis so that he shall be reimbursed for any resulting
               income  tax  liability   (including   any  income  tax  liability
               resulting from payments made pursuant to this sentence)."

8. General.

     This  Amendment  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.

     The section headings  contained herein are for reference  purposes only and
shall not in any way affect the meaning or interpretation of this Amendment.

     The 1999 Employment Agreement, as amended by this Amendment, 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 the
1999 Employment Agreement as amended by this Amendment,  and neither party shall
be bound by or liable for any alleged representation,  promise or inducement not
so set forth. Except as expressly changed by this Amendment, the 1999 Employment
Agreement remains in full force in accordance with its terms.

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

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

                                        COMPANY:

                                        MARVEL ENTERPRISES, INC.

                                        By:/s/---------------------------------
                                           Name:       Morton Handel
                                           Title:      Chairman


                                        EXECUTIVE:


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

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