MARVEL ENTERPRISES INC, 10-K, 2000-03-29

MARVEL ENTERPRISES INC
10-K, 2000-03-29
DOLLS & STUFFED TOYS

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1999

[]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to

Commission File No. 1-13638

MARVEL ENTERPRISES, INC.
---------------------------------------------------
(Exact name of Registrant as specified in its charter) (formerly
known as Toy Biz, Inc.)

Delaware 13-3711775
------------------ -----------------------------
(State of incorporation) (I.R.S. employer identification number)

387 Park Avenue South
New York, New York 10016
--------------------------------------------
(Address of principal executive offices, including zip code)

(212) 696-0808
----------------------------------------------
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share

Securities registered pursuant to Section 12(g) of the Act:
8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share
Plan Warrants for the purchase of Common Stock
Class A Warrants for the purchase of Common Stock
Class B Warrants for the purchase of 8% Cumulative Convertible Exchangeable
Preferred Stock
Class C Warrants for the purchase of Common Stock
12% Senior Notes due 2009

Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The approximate aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Registrant as of March 1, 2000 was
{$91,055,439} based on a price of {$6.0625) per share, the closing sales price
for the Registrant's Common Stock as reported in the New York Stock Exchange
Composite Transaction Tape on that date.

As of March 1, 2000, there were 33,637,513 outstanding shares of the
Registrant's Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS
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Page
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PART I
ITEM 1. BUSINESS.......................................................... 1
ITEM 2. PROPERTIES........................................................10
ITEM 3. LEGAL PROCEEDINGS.................................................10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............11

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS...........................................12
ITEM 6. SELECTED FINANCIAL DATA...........................................12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...........................13
ITEM 7 A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.............................................18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE......................................18

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................19
ITEM 11. EXECUTIVE COMPENSATION............................................21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....28
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................32

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K...................................................33

SIGNATURES....................................................................37
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CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The factors discussed herein
concerning the Company's business and operations could cause actual results to
differ materially from those contained in forward-looking statements made in
this Form 10-K Annual Report. When used in this Form 10-K, the words "intend",
"estimate", "believe", "expect" and similar expressions are intended to identify
forward-looking statements. In addition, the following factors, among others,
could cause the Company's financial performance to differ materially from that
expressed in any forward-looking statements made by the Company:

Potential inability to successfully implement business strategy.

A decrease in the level of media exposure or popularity of our characters
resulting in declining revenues from products based on those characters. If
movies or television programs based upon Marvel characters which are
scheduled to be released are not successful, the ability to obtain new
licenses for motion pictures or televisions shows may be substantially
diminished.

The lack of commercial success of properties owned by major entertainment
companies that have granted us toy licenses.

The lack of consumer acceptance of new product introductions.

The imposition of quotas or tariffs on toys manufactured in China as a
result of a deterioration in trade relations between the U.S. and China. A
large number of Marvel's toy products are manufactured in China, which
subjects us to risks of currency exchange fluctuations, transportation
delays and interruptions, and political and economic disruptions. Our
ability to obtain products from our Chinese manufacturers is dependent upon
the United States' trade relationship with China. The "most favored nation"
status of China, which is reviewed annually by the United States
government, is a regular topic of political controversy. The loss of
China's "most favored nation" status would increase the cost of importing
products from China significantly, which could have a material adverse
effect on us. The imposition of further trade sanctions on China could
result in significant supply disruptions or higher merchandise costs to us.
We might not be able to find alternate sources of manufacturing outside
China on acceptable terms even if we want or need to. Our inability to find
those alternate sources could have a material adverse effect on us.

Changing consumer preferences. Our new and existing toy products are
subject to changing consumer preferences. Most of our toy products can be
successfully marketed for only a limited period. In particular, toys based
on feature films are in general successfully marketed for only a year or
two following the film's release. Existing product lines might not retain
their current popularity or new products developed by us might not meet
with the same success as our current products. We might not accurately
anticipate future trends or be able to successfully develop, produce and
market products to take advantage of market opportunities presented by
those trends. Part of our strategy is to make toys based on the anticipated
success of feature film releases and TV show broadcasts. If these releases
and broadcasts are not successful, we may not be able to sell these toys
profitably, if at all.

Production delays or shortfalls,

Continued concentration of toy retailers and pressure by certain of our
major retail customers to significantly reduce their toy inventory levels.
The retail toy business is highly concentrated. The five largest customers
for our toy products accounted in the aggregate for approximately 70% of
our total toy sales in 1999. An adverse change in, or termination of, our
relationship with one or more of our major customers could have a material
adverse effect on us. Each of our five top toy customers also uses, to some
extent, inventory management systems which shift a portion of retailers'
inventory risk onto us. Our production of excess products to meet
anticipated retailer demand could result in markdowns and increased
inventory carrying costs for us on even our most popular items. If we fail
to anticipate a high demand for our products, however, we face the risk
that we may be unable to provide adequate supplies of popular toys to
retailers in a timely fashion, particularly during the Christmas season,
and may consequently lose sales.

The impact of competition and changes to the competitive environment on our
products and services.

Other factors detailed from time to time in our filings with the Securities
and Exchange Commission.

These forward-looking statements speak only as of the date of this report.
We do not intend to update or revise any forward-looking statements to reflect
events or circumstances after the date of this report, including changes in
business strategy or planned capital expenditures, or to reflect the occurrence
of unanticipated events.
ii
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PART I

ITEM 1. BUSINESS

Unless the context otherwise requires: (i) the term the "Company" and the
term "Marvel" each refer to Marvel Enterprises, Inc. (formerly Toy Biz, Inc.), a
Delaware corporation, and its subsidiaries; (ii) the term "MEG" refers to Marvel
Entertainment Group, Inc., a Delaware corporation, and its subsidiaries, prior
to the consummation of the Merger, as defined below, and its emergence from
bankruptcy; (iii) the term "Toy Biz, Inc." refers to the Company prior to the
consummation of the Merger; (iv) the term "Marvel Licensing" refers to the
Marvel Licensing business division of the Company; (v) the term "Marvel
Publishing" refers to the Marvel Publishing business division of the Company;
and (vi) the term "Toy Biz" refers to the Toy Biz business division of the
Company. Unless otherwise indicated, the statement of operations data and
statement of cash flows data included in this Report do not include (i) Fleer
Corp., Frank H. Fleer Corp. and SkyBox International Inc. (each a wholly-owned
subsidiary of the Company), substantially all of the assets of which the Company
sold on February 11, 1999 (the "Fleer Sale"), or (ii) Panini SpA("Panini"),
which the Company sold on October 5, 1999. Certain of the characters and
properties referred to in this Report are subject to copyright and/or trademark
protection.

Background

On October 1, 1998, the Company acquired MEG by means of a merger between
MEG and the Company's wholly-owned subsidiary MEG Acquisition Corp. (the
"Merger"). Upon consummation of the Merger, the Company changed its name from
"Toy Biz, Inc." to "Marvel Enterprises, Inc." The Merger was part of the Fourth
Amended Joint Plan of Reorganization for MEG that was confirmed by the United
States District Court for the District of Delaware, which had jurisdiction of
MEG's chapter 11 case. MEG's chapter 11 case had begun in December 1996 with
MEG's filing of a voluntary petition for bankruptcy protection. Prior to the
reorganization, MEG was a principal stockholder of Toy Biz, Inc. See "The
Reorganization."

In order to finance a portion of the consideration required to consummate
the Merger and certain other transactions contemplated by the plan of
reorganization, the Company borrowed $200 million (the "Bridge Loan") from UBS
AG, Stamford Branch ("UBS"). The Company used a portion of the proceeds from an
offering, completed on February 25, 1999 (the "Notes Offering"), of $250 million
of 12% senior notes due 2009 (the "Notes") to repay the Bridge Loan. UBS is an
affiliate of Warburg Dillon Read LLC, one of the placement agents in the Notes
Offering.

General

The Company is one of the world's most prominent character-based
entertainment companies, with a proprietary library of over 4,500 characters.
The Company operates in the licensing, comic book publishing and toy businesses
in both domestic and international markets. The Company's library of characters
includes Spider-Man, X-Men, Captain America, Fantastic Four and The Incredible
Hulk and is one of the oldest and most recognizable collections of characters in
the entertainment industry.

The Company's characters have been developed through a long history of
comic book plots and storylines which give each of them their own personality,
context and depth. In addition, the Company's characters exist in the "Marvel
Universe," a fictitious universe which provides a unifying historical and
contextual background for the characters and storylines. The "Marvel Universe"
concept permits the Company to use some of its more popular characters to
enhance the exposure of its lesser-known characters.

The Company's business is divided into three integrated and complementary
operating divisions: Marvel Licensing, Marvel Publishing and Toy Biz.

Marvel Licensing

Marvel Licensing licenses the Company's characters for use in a wide
variety of consumer products, including apparel, costumes, children's sleepwear,

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party goods, snack foods, video games, collectibles, posters, footwear,
backpacks and linens. Marvel Licensing also receives fees from the sale of
licenses to a variety of media, including television, feature films and
destination-based entertainment.

The following are examples of media exposure and licensing opportunities
that Marvel Licensing has generated for the Company's characters:

Television Programs

Marvel Licensing licenses the Company's characters for use in popular
television programs, including Spider-Man, which has appeared on the Fox Kids
Television Network since 1994, and X-Men, which has appeared on the Fox Kids
Television Network since 1992. In addition, The Incredible Hulk, Fantastic Four,
Iron Man and Silver Surfer have aired on syndicated television from time to time
in the past. During 1999, Marvel Licensing licensed the Avengers and additional
Spider-Man episodes to Fox Kids Television Network.

Feature Films

Marvel Licensing has licensed the Company's characters for use in major
motion pictures. For example, in March 1999, the Company licensed to Sony
Pictures the right to create motion pictures based on the Spider-Man character.
The Company received a non-refundable advance against future royalties due from
Sony Pictures on revenues generated by the first motion picture to be produced
under the license. Sony will be required to make additional advances against
royalties due on revenues generated if subsequent motion pictures are produced.
The Company also granted Sony Pictures rights to produce television programming
based on Spider-Man following the release by Sony of the first Spider-Man motion
picture. The Company and Sony Pictures have also agreed to jointly pursue
merchandise licensing opportunities for motion picture and television-related
merchandise through a jointly owned limited partnership. The Company has
retained all other licensing rights with respect to the Spider-Man character.

The Company currently has licenses with Twentieth Century Fox to produce
motion pictures featuring X-Men, Fantastic Four and Silver Surfer. The X-Men
film is presently scheduled to be released during July 2000. In addition, the
Company currently has outstanding licenses with various film studios for a
number of its other characters and additional discussions are ongoing. Under
these licenses, the Company generally retains control over merchandising rights
and not less than 50% of movie-based merchandising revenues.

Destination-Based Entertainment

Marvel Licensing licenses the Company's characters for use at theme parks,
shopping malls, special events and restaurants. For example, Marvel Licensing
has licensed the Company's characters for use as part of an attraction at the
Universal Studios Theme Park in Orlando, Florida. Universal Studios unveiled
"Marvel Super Hero Island" featuring Spider-Man, The Incredible Hulk and a
number of the Company's other characters in 1999.

On-line Media

Marvel Licensing has developed an on-line presence for the Company's
characters through the Company's "Marvel.com" and related websites, including
the introduction of electronic comics and access to the Company's top writers
and artists and plans to extend such presence in 2000.

Non-Toy Merchandise

Marvel Licensing licenses the Company's characters for use in a wide
variety of consumer products, including apparel, costumes, children's sleepwear,
party goods, snack foods, video games, collectibles, posters, footwear,
backpacks and linens.

Marvel Publishing

Marvel Publishing is one of the world's leading publishers of comic books.

Since 1995, the domestic comic book publishing market has declined
primarily as a result of reduced readership, lower speculative purchases and
lower selling prices, which in turn caused a contraction in the number of comic

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book specialty stores.

Comic Books

Marvel Publishing has been publishing comic books since 1939 and has
developed a roster of more than 4,500 characters, including the following
popular characters: Spider-Man; X-Men (including Wolverine, Nightcrawler,
Colossus, Storm, Cyclops, Rogue, Bishop and Gambit); Captain America; Fantastic
Four (including Mr. Fantastic, Human Torch, Invisible Woman and The Thing); The
Incredible Hulk; Thor; Silver Surfer; Daredevil; Iron Man; Dr. Strange; and
Ghost Rider. The Company's characters exist in the "Marvel Universe", a
fictitious universe which provides a unifying historical and contextual
background for the storylines. Marvel Publishing's titles feature classic Marvel
super heroes, newly developed Marvel characters, and characters created by other
entities and licensed to Marvel Publishing.

Marvel Publishing's approach to the Marvel characters is to present a
contemporary drama suggestive of real people with real problems. This enables
the characters to evolve, remain fresh, and, therefore, attract new and retain
old readers in each succeeding generation. The "Marvel Universe" concept permits
Marvel Publishing to use the popularity of its characters to introduce a new
character in an existing Marvel super heroes comic book or to develop more fully
an existing but lesser known character. In this manner, formerly lesser known
characters such as Thunderbolts and Wolverine have been developed and are now
popular characters in their own right and are featured in their own monthly
comic books. The "Marvel Universe" concept also allows Marvel Publishing to use
its more popular characters to make "guest appearances" in the comic books of
lesser-known or newer characters to attempt to increase the circulation of a
particular issue or issues.

Comic Book Editorial Process

Marvel Publishing's full-time editorial staff consists of an
editor-in-chief, creative director, art director and approximately 18 editors,
associate editors and assistant editors who oversee the quality and consistency
of the artwork and editorial copy and manage the production schedule of each
issue. The production of each issue requires the editors to coordinate, over a
six- to nine-month period, the activities of a writer, a pencil artist, an
inker, a colorist and a printer. The majority of this work is performed by third
parties outside of Marvel Publishing's premises.

The artists and writers include freelancers who generally are paid on a
per-page basis. They are eligible to receive incentives or royalties based on
the number of copies sold (net of returns) of the comic books in which their
work appears. Marvel Publishing has entered into agreements with certain artists
and writers under which those persons have agreed to provide their services to
Marvel Publishing on an exclusive basis, generally for a period of one to three
years. Management believes that the financial terms of these agreements are
competitive within the industry and are consistent with current and expected
levels of comic book sales.

The creative process begins with the development of a story line. From the
established story line, the writer develops a character's actions and
motivations into a plot. After the writer has developed the plot, the pencil
artist translates it into an action-filled pictorial sequence of events. The
penciled story is returned to the writer who adds dialogue, indicating where the
balloons and captions should be placed. The completed dialogue and artwork are
forwarded to a letterer who letters the dialogue and captions in the balloons.
Next, an inker enhances the pencil artist's work in order to make the drawing
appear three-dimensional.

The artwork is then sent to a coloring artist. Typically using only four
colors in varying shades, the coloring artist uses overlays to create over 100
different tones. This artwork is subcontracted to a color separator who produces
separations and sends the finished material to the printer. Unaffiliated
entities produce color separations and print all of Marvel Publishing's comic
books.

Customers, Marketing and Distribution

Marvel Publishing's primary target market for its comic books has been
teenagers and young adults in the 13 to 23 year old age group. Established

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readership of Marvel Publishing's comic books also extends to readers in their
mid-thirties. There are two primary types of purchasers of Marvel Publishing's
comic books. One is the traditional purchaser who buys comic books like any
other magazine. The other is the reader-saver who purchases comic books,
typically from a comic book specialty store, and maintains them as part of a
collection.

Marvel Publishing's comic book publications are distributed through three
channels: (i) to comic book specialty stores on a nonreturnable basis (the
"direct market"), (ii) to traditional retail outlets on a returnable basis (the
"retail returnable market"), and (iii) on a subscription sales basis.

For the years ended December 31, 1997, 1998 and 1999, approximately 68%,
81%, and 80%, respectively, of Marvel Publishing's net publishing revenues were
derived from sales to the direct market. Marvel Publishing distributes its
publications through an unaffiliated entity which, in turn, services specialty
market retailers and direct market comic book shops.

For the years ended December 31, 1997, 1998 and 1999, approximately 22%,
10% and 9%, respectively, of Marvel Publishing's net publishing revenues were
derived from sales to the retail returnable market. The retail returnable market
consists of traditional periodical retailers such as newsstands, convenience
stores, drug stores, supermarkets, mass merchandise and national bookstore
chains. The distributors sell Marvel Publishing's publications to wholesalers,
who in turn sell to the retail outlets. Management issues credit to these
distributors for unsold and returned copies. Distribution to national bookstore
chains is accomplished through a separate distributor.

For the years ended December 31, 1997, 1998 and 1999, approximately 3%, 3%
and 2%, respectively, of Marvel Publishing's net publishing revenues were
derived from subscription sales.

For the years ended December 31, 1997, 1998 and 1999, approximately 7%, 6%
and 9%, respectively, of Marvel Publishing's net publishing revenues were
derived from advertising sales and other publishing activities. In most of
Marvel Publishing's comic publications, ten pages (three glossy cover pages and
seven inside pages) are allocated for advertising. The products advertised
include sports and entertainment trading cards, video games, role playing games,
movies, candy, cereals, toys, models and other consumer packaged goods. Marvel
Publishing permits advertisers to advertise in a broad range of Marvel
Publishing's comic book publications which target specific groups of titles that
have a younger or older readership.

Toy Biz

Toy Biz designs, develops, markets and distributes both innovative and
traditional toys in the boys', girls', activities/games and electronic toy
categories based on popular entertainment properties, consumer brand names and
proprietary designs. Toy Biz's products are distributed to a number of general
and specialty merchandisers and distributors in the United States and
internationally.

The toy industry is a highly competitive environment in which large mass
market toy retailers dominate the industry and feature a large selection of
toys. In recent years, entertainment conglomerates, through films, television
shows and print products, have emerged as important content providers for toy
manufacturers. In addition, continued consolidation among discount-oriented
retailers can be expected to require toy companies to keep prices low and to
implement and maintain production and inventory control methods permitting them
to respond quickly to changes in demand. In addition to the competitive
pressures placed on manufacturers and distributors, the toy industry is subject
to changing consumer preferences and significant seasonal patterns in sales.
Some products in the toy industry are perennial favorites and others are
successfully marketed only for a limited period of time.

Products

Toy Biz has historically marketed a variety of toy products designed for
children of different age groups. Toy Biz's current product strategy is to
increase sales of Marvel-based toys, which generate higher margins than the
Company's other toy product lines. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations-Overview." In 1999,

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approximately 85% of the Company's net toy sales were generated from products
not based on the Marvel characters. Toy Biz produces a portion of its products
under licenses which it has obtained from third parties. In carrying out its
business strategy, Toy Biz continuously monitors existing licensed properties
and pursues new licenses where it believes that the new licenses fit with Toy
Biz's core product lines, or where they may add to Toy Biz's core product mix.

Some of Toy Biz's licenses confer rights to exploit original concepts
developed by toy inventors and designers. Other licenses, referred to as
trademark or brand name licenses, permit Toy Biz to produce toys bearing the
recognized consumer trademark or brand name owned by the licensor. In return for
these rights Toy Biz pays royalties to its licensors. Royalties paid by Toy Biz
to licensors and inventors are typically based on a percentage of net sales.
Most licenses have terms of one to three years and some are renewable at the
option of Toy Biz upon payment of minimum guaranteed payments or the attainment
of certain sales levels during the term of the license. In the future, royalty
rates and minimum guaranteed royalty payments may increase or decrease depending
upon various competitive forces in the toy industry.

Boys' Products. Toy Biz is a leading marketer of youth entertainment
products for domestic and international markets. These products are based on
fictional action adventure characters owned or licensed by the Company. Action
figures and accessories developed under license from World Championship Wresting
(WCW) were the most successfully developed of Toy Biz's action figures and
accessory line during 1999. Toy Biz also produces and markets a line of
Spider-Man and X-Men toys.

Girls' Products. Toy Biz's girls' business continues to be well received by
consumers with new introductions and product line extensions. Kindergarden
Babies and Miss Party Surprise lines were the Company's top-selling girls
products in 1999.

Activity Toys. The Company believes that the Spectra Star brand name
accounts for a substantial share of the United States mass market kite business.
Toy Biz also utilizes license-driven products to expand the consumer appeal of
its kite products. Toy Biz's kite licenses have been granted by well-known
licensors such as Disney, Sony Pictures, Nickelodeon, Universal Studios and
Warner Bros. Toy Biz's activity toy products also include model rocketry
products and Toy Biz's proprietary multi-activity game tables.

Games. Toy Biz entered the game market with the introduction of Electronic
Talking Rotten Egg in 1998 and in 1999 introduced the popular Electronic
Interactive Whac-a-Mole Game, based on the popular arcade game.

Design and Development

Toy Biz maintains a product development staff and also obtains new product
ideas from third-party inventors. The time from concept to production of a new
toy can range from six to twenty-four months, depending on product complexity.

Toy Biz relies on independent parties in China to manufacture a substantial
portion of its products. The remainder of its products are manufactured in
Mexico or the United States. As a matter of policy, Toy Biz uses several
different manufacturers. By concentrating its manufacturing among certain
manufacturers, Toy Biz pursues a strategy of selecting manufacturers at which
Toy Biz's product volume qualifies Toy Biz as a significant customer. Toy Biz is
not a party to any long-term agreement with any manufacturer.

Toy Biz's Spectra Star products are manufactured mainly in Mexico by the
Company's Mexican subsidiary.

Toy Biz maintains a Hong Kong office from which it regularly monitors the
progress and performance of its manufacturers and subcontractors. Toy Biz also
uses Acts Testing Labs (H.K.) Ltd., a leading independent quality-inspection
firm, to maintain close contact with its manufacturers and subcontractors in
China and to monitor quality control of Toy Biz's products. Toy Biz uses an
affiliate of Acts Testing Labs (H.K.) Ltd. to provide testing services for a
limited amount of product currently produced in the United States.

Customers, Marketing and Distribution

Toy Biz markets and distributes its products in the United States and

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internationally, with sales to customers in the United States accounting for
approximately 78%, 84% and 85% of the Company's net toy sales in 1997, 1998 and
1999, respectively.

Outlets for Toy Biz's products in the United States include specialty toy
retailers, mass merchandisers, mail order companies and variety stores, as well
as independent distributors who purchase products directly from Toy Biz and ship
them to retail outlets. Toy Biz's five largest customers include Toys 'R' Us,
Inc., Wal-Mart Stores, Inc., Kmart Corporation, Target Stores, Inc., a division
of Target Corp., and Kay-Bee Toys, a division of Consolidated Stores, Inc.,
which customers accounted in the aggregate for approximately 60%, 66% and 70% of
the Company's total toy sales in 1997, 1998 and 1999, respectively. Our customer
base for toys is concentrated.

Toy Biz maintains a sales and marketing staff and retains various
independent manufacturers' sales representative organizations in the United
States. Toy Biz's management coordinates and supervises the efforts of its
salesmen and its other sales representatives. Toy Biz also directly introduces
and markets to customers new products and extensions to previously marketed
product lines by participating in the major toy trade shows in New York, Hong
Kong and Europe and through a showroom maintained by Toy Biz in New York.

Toy Biz's products are sold outside the United States through independent
distributors by the Company's Hong Kong subsidiary, under supervision of Toy
Biz's management. Toy Biz's international product line generally includes
products currently or previously offered in the United States, packaged to meet
local regulatory and marketing requirements.

Toy Biz utilizes an independent public warehouse in the Seattle, Washington
area, for storage of its products. Management believes that adequate alternative
storage facilities are available. Disruptions in shipments from China or from
this facility could have a material adverse effect on Toy Biz.

Intellectual Property

The Company believes that its library of proprietary characters as well as
its "Marvel" trade name represent its most valuable assets and that its library
could not be easily replicated. The Company currently conducts an active program
of maintaining and protecting its intellectual property rights in the United
States and in approximately 55 foreign countries. The Company's principal
trademarks have been registered in the United States, certain of the countries
in Western Europe and South America, Japan, Israel and South Africa. While the
Company has registered its intellectual property in these countries, and expects
that its rights will be protected in these countries, certain other countries do
not have intellectual property laws that protect United States holders of
intellectual property and there can be no assurance that the Company's rights
will not be violated or its characters "pirated" in these countries.

Advertising

Although a portion of the Company's advertising budget for its toy products
is expended for newspaper advertising, magazine advertising, catalogs and other
promotional materials, the Company allocates a majority of its advertising
budget for its toy products to television promotion. The Company advertises on
national television and purchases advertising spots on a local basis. Management
believes that television programs underlying the Company's toy product lines
increase exposure and awareness.

The Company currently engages Tangible Media, Inc. ("Tangible Media"), an
affiliate of Isaac Perlmutter, to purchase certain of its advertising. Mr.
Perlmutter is a director and a principal stockholder of the Company. The Company
retains the services of a media consulting agency for advice on matters of
advertising creativity.

Competition

The industries in which the Company competes are highly competitive.

Marvel Licensing competes with a diverse range of entities which own
intellectual property rights in characters. These include D.C. Comics (which is
owned by Time Warner, Inc.), The Walt Disney Company and other
entertainment-related entities. Many of these competitors have greater financial

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and other resources than the Company.

Marvel Publishing competes with over 500 publishers in the United States.
Some of Marvel Publishing's competitors such as D.C. Comics are part of
integrated entertainment companies and may have greater financial and other
resources than the Company. Marvel Publishing also faces competition from other
entertainment media, such as movies and video games, but management believes
that it benefits from the low price of comic books in relation to those other
products.

Toy Biz competes with many larger toy companies in the design and
development of new toys, the procurement of licenses and for adequate retail
shelf space for its products. The larger toy companies include Hasbro, Inc.,
Mattel Inc., Playmates, Inc. and Bandai, Co., Ltd., and Toy Biz considers Just
Toys, Inc., Empire of Carolina, Inc. and Ohio Art Co. to be among its
competitors as well. Many of these competitors have greater financial and other
resources than the Company. The toy industry's highly competitive environment
continues to place cost pressures on manufacturers and distributors.
Discretionary spending among potential toy consumers is limited and the toy
industry competes for those dollars along with the makers of computers and video
games. Management believes that strong character and product licenses, the
industry reputation and ability of its senior management, the quality of its
products and its overhead and operational controls have enabled Toy Biz to
compete successfully.

Employees

As of December 31, 1999, the Company employed approximately 800 persons
(including operations in Hong Kong and Mexico). The Company also contracts for
creative work on an as-needed basis with approximately 530 active freelance
writers and artists. The Company's employees are not subject to any collective
bargaining agreements. Management believes that the Company's relationship with
its employees is good.

Government Regulations

The Company is subject to the provisions of, among other laws, the Federal
Hazardous Substances Act and the Federal Consumer Product Safety Act. Those laws
empower the Consumer Product Safety Commission (the "CPSC") to protect children
from hazardous toys and other articles. The CPSC has the authority to exclude
from the market articles which are found to be hazardous. Similar laws exist in
some states and cities in the United States, Canada and Europe. The Company
maintains a quality control program (including the inspection of goods at
factories and the retention of an independent quality-inspection firm) designed
to ensure compliance with applicable laws.

The Reorganization

On December 27, 1996, MEG and certain of its subsidiaries filed voluntary
petitions for relief under chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (collectively,
the "Bankruptcy Case"). The Fourth Amended Plan of Reorganization (the "Plan")
proposed by Toy Biz, Inc. and certain secured creditors of MEG in the Bankruptcy
Case was confirmed by the United States District Court for the District of
Delaware (the "District Court"), which had assumed jurisdiction over the
Bankruptcy Case, and in connection with that confirmation, all appeals relating
to consummation of the Plan were withdrawn by all parties involved in the
Bankruptcy Case.

The Merger, the Equity Securities Issuances, the Secured Creditors Cash
Payment, the Unsecured Creditors Cash Payment, the Initial Administration
Expense Claims Payment, the Panini Payment, the Panini Guaranty, the Dispute
Settlement and Professional Fees Payments, the Capital Contribution, the
Refinancing, the Bridge Loan, the Standstill Agreements and the Litigation
Trusts, in each case as described below, are referred to in this Report
collectively as the "Reorganization."

Pursuant to the Plan, the Company used the proceeds from the Bridge Loan,
together with other funds, to consummate the following transactions on October
1, 1998, the date of the Plan's consummation:

7
<PAGE>

Merger

Pursuant to an Agreement and Plan of Merger, dated as of August 12, 1998,
by and among MEG, MEG Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Toy Biz, Inc., and Toy Biz, Inc., MEG Acquisition
Corp. merged with and into MEG, with MEG surviving as a wholly-owned subsidiary
of Toy Biz, Inc.

Equity Securities Issuances

In connection with the consummation of the Plan, the Company issued
(collectively, the "Equity Securities Issuances"):

(1) 16.9 million shares of 8% Preferred Stock as follows: (a) 7.9
million shares to certain secured creditors of MEG (the "Secured
Creditors") and (b) 9.0 million shares to certain purchasers (the
"Preferred Stock Investors");

(2) 13.1 million shares of Common Stock to the Secured Creditors;

(3) warrants to purchase up to 1.75 million shares of Common Stock at
an exercise price of $17.25 per share (the "Plan Warrants") to certain
unsecured creditors of MEG (the "Unsecured Creditors"); and

(4) the following warrants to former stockholders of MEG and holders
of certain class securities litigation claims concerning MEG stock
(collectively, the "MEG Equity Holders"), the Unsecured Creditors and
certain other creditors of MEG: (a) three-year warrants to purchase 4
million shares of Common Stock at an exercise price of $12.00 per share
(the "Stockholder Series A Warrants"); (b) six-month warrants to purchase 3
million shares of 8% Preferred Stock at an exercise price of between $10.65
and $11.88, based on the date of warrant issuance, per share (the
"Stockholder Series B Warrants"); and (c) four-year warrants to purchase 7
million shares of Common Stock at an exercise price of $18.50 per share
(the "Stockholder Series C Warrants," and together with the Stockholder
Series A Warrants and the Stockholder Series B Warrants, the "Stockholder
Warrants"; the Stockholder Warrants and the Plan Warrants, collectively,
the "Warrants"). The Stockholder Series B Warrants were issued in three
tranches: on October 14, 1998, with an exercise price of $10.65 per share
(these warrants expired on April 14, 1999); on December 23 1998, with an
exercise price of $10.86 per share (these warrants expired on June 23,
1999); and on October 17, 1999, with an exercise price of $11.88 per share
(these warrants expire on April 17, 2000). The completion of all
distributions to the Unsecured Creditors is pending (other than of
Stockholder Series B Warrants) until the District Court makes certain
determinations concerning the amount of the Unsecured Creditors' allowed
claims.

Secured Creditors Cash Payment

The Company paid $221.8 million in cash (the "Secured Creditors Cash
Payment") to the Secured Creditors. An additional $10 million had been paid to
the Secured Creditors in the second quarter of 1998 in connection with the sale
of MEG's confectionery business.

Unsecured Creditors Cash Payment

The Company deposited money into a trust account that will be used to make
a cash payment to the Unsecured Creditors in an amount equal to the lesser of
(i) $2.0 million plus fifteen percent (15%) of the amount of their allowed
claims and (ii) $8.0 million (the "Unsecured Creditors Cash Payment"). The
Unsecured Creditors Cash Payment will equal $8.0 million plus accrued interest.

Initial Administration Expense Claims Payment

The Company agreed to pay in cash all administration expense claims
incurred in connection with the Bankruptcy Case (the "Administration Expense
Claims"). On the consummation date of the Plan, the Company paid approximately
$20.2 million of Administration Expense Claims (the "Initial Administration
Expense Claims Payment"). In December 1998, the Company paid approximately $4.2
million of additional Administration Expense Claims and during 1999, the Company

<PAGE>

paid and additional $10.4 of Administration Expense Claims. The Company
estimates that it may be required to pay between $8.5 million and $10.5 million
of additional Administrative Expense Claims, although there can be no assurance
as to the amount the Company will be required to pay. If the aggregate amount of
Administration Expense Claims is in excess of $35 million, Zib Inc. ("Zib"), an
affiliate of Mr. Perlmutter, has agreed that Zib or one of its affiliates will
lend the Company the amount of the excess in exchange for a five-year promissory
note from the Company (the "Excess Administration Expense Claims Note") which
would bear interest at 2% above the interest rate on the Notes.

Panini Payment and Panini Guaranty

The Company paid $13 million in cash (the "Panini Payment") to certain
creditors (the "Panini Creditors") of Panini and issued to the Panini Creditors
a deficiency guaranty (the "Panini Guaranty") of up to $27 million of Panini`s
United States bank indebtedness. On October 5, 1999, the Company sold Panini to
ID4 Holding S.p.A. ("ID4"), a newly created company owned jointly by Fineldo
S.p.A., an Italian conglomerate engaged in various consumer product and
financing businesses and controlled by Vittorio Merloni, and the Senior
Management of Panini. In connection with ID4's purchase of the Panini equity,
for which the Company received a nominal price, ID4 also purchased all of
Panini's outstanding U.S. bank debt and the Company was released from the Panini
Guaranty. The Company made a cash payment of $11.2 million to Panini's bank
lenders to obtain its release from the Panini Guaranty. As part of the sale, the
Company also entered into an agreement whereby Panini would continue as the
Company's international publishing licensee under a five-year license.

Dispute Settlement and Professional Fees Payments

The Company paid $3.5 million in cash (the "Dispute Settlement Payment") to
certain claimants in the Bankruptcy Case in settlement of disputes. The Company
also paid $200,000 (the "Professional Fees Payment") to Dickstein Partners Inc.
in reimbursement of professional fees incurred in connection with the purchase
of shares of 8% Preferred Stock on October 1, 1998. Dickstein Partners Inc. is
an affiliate of Mark Dickstein, who was a director of the Company from October
1998 until October 1999.

Capital Contribution

The Company received a capital contribution totaling $1.5 million (the
"Capital Contribution") from an affiliate of Mr. Perlmutter and from Avi Arad.
Mr. Arad is a director, executive officer, and principal stockholder of the
Company.

Refinancing

The Company repaid all outstanding indebtedness (the "Refinancing") under
Toy Biz, Inc.'s then-existing working capital facility.

Bridge Loan

The Company obtained the Bridge Loan from UBS. A portion of the proceeds
from the Notes Offering were used to repay the Bridge Loan.

Standstill Agreements

Carl C. Icahn and High River Limited Partnership (the "High River Group")
and Vincent Intrieri and Westgate International L.P. (the "Westgate Group")
entered into standstill agreements (the "Standstill Agreements") on the
consummation date of the Plan. Pursuant to the Standstill Agreements, the High
River Group and the Westgate Group have each agreed that they will not, and will
not permit their affiliates or associates to, among other things, seek to
control the management of the Company. In addition, the Standstill Agreements
require that the High River Group and Westgate Group vote all securities
beneficially owned by them in connection with any action to be taken by the
Company's securityholders with respect to which an abstention will have the same
effect as a vote against the matter, in proportion to the votes cast with
respect to that action by all other holders of securities. With respect to all
other matters to be voted upon at a meeting of the Company's securityholders,
the High River Group and Westgate Group shall cause securities beneficially
owned by them to be present at the meeting for quorum purposes but to abstain
from voting on the matter. The Standstill Agreements will terminate on October
1, 2002, subject to earlier termination under certain circumstances.

<PAGE>

Litigation Trusts

In accordance with the Plan, two litigation trusts were formed on the
consummation date of the Plan. Each litigation trust is now the legal owner of
litigation claims that formerly belonged to MEG and its subsidiaries. The
primary purpose of one of the trusts (the "Avoidance Litigation Trust") is to
pursue bankruptcy avoidance claims. The primary purpose of the other trust (the
"MAFCO Litigation Trust") is to pursue certain litigation claims against Ronald
O. Perelman and various related entities and individuals. The Company has agreed
to lend up to $1.1 million to the Avoidance Litigation Trust and up to $1
million to the MAFCO Litigation Trust, in each case on a revolving basis to fund
the trust's professional fees and expenses. Each litigation trust is obligated
to reimburse the Company for all sums advanced, with simple interest at the rate
of 10% per year. Net litigation proceeds of each trust will be distributed to
the trust's beneficiaries only after the trust has, among other things, paid all
sums owed to the Company, released the Company from any further obligation to
make loans to the trust, and established reserves to satisfy indemnification
claims. The Company is entitled to 65.1% of net litigation proceeds from the
Avoidance Litigation Trust. The Company is not entitled to any net litigation
proceeds from the MAFCO Litigation Trust.

ITEM 2. PROPERTIES

The Company has the following principal properties:

Facility Location Square Feet Owned/Leased
- -------- -------- ----------- ------------
<S> <C> <C> <C>
Office.....................................New York, New York 69,000 Leased
Office.....................................New York, New York 37,000 Leased
Office.....................................New York, New York 15,000 Leased
Office/Showroom............................New York, New York 14,100 Leased
Office/Warehouse...........................Yuma, Arizona 80,000 Owned
Warehouse..................................Fife,Washington 210,000 Leased
Manufacturing..............................San Luis, Mexico 190,000 Owned
Office.....................................Santa Monica, California 2,800 Leased

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to certain legal actions described below. In
addition, the Company is involved in various other legal proceedings and claims
incident to the normal conduct of its business. Although it is impossible to
predict the outcome of any outstanding legal proceeding and there can be no
assurances, the Company believes that its legal proceedings and claims
(including those described below), individually and in the aggregate, are not
likely to have a material adverse effect on its financial condition, results of
operations or cash flows.

<PAGE>

International Inc. ("Viacom") and others were also parties. In February 1999,
the Superior Court granted summary judgment to the Marvel Parties and dismissed
MGM's claims. In March 1999, MGM, Sony and the Marvel Parties settled all
remaining claims among themselves. The litigation among Sony, the Marvel Parties
and Viacom over claims by Viacom to the rights to distribute on pay and free
television a feature length live action motion picture based on the Spider-Man
character were not resolved. After a trial in February 1999, the Superior Court
held that Viacom has no rights with respect to any Spider-Man film to be
produced by Sony, the Marvel Parties or any future licensee of the Marvel
Parties. Viacom has filed a Notice of Appeal but no date for the appeal has been
scheduled. It is the Company's position that the Superior Court's decision was
correct and that Viacom has no rights with respect to distribution of a
Spider-Man film. Although there can be no assurances, the Company believes that
the Superior Court decision will be upheld on appeal.

Woldfman Litigation. On January 24, 1997, Marvin A. Wolfman ("Wolfman")
filed a proof of claim in the bankruptcy cases of MEG and Marvel Characters,
Inc. asserting ownership rights to a number of characters that appeared in
stories written by Wolfman and published by Marvel Comics during the 1970s. In
November 1999 a hearing was held in the United States District Court for the
District of Delaware to determine the ownership rights to the characters covered
by Wolfman's claim and the matter is sub judice.

On August 20, 1998, Wolfman commenced an action in the United States
District Court for the Central District of California against New Line Cinema
Corporation ("New Line"), Time Warner Companies, Inc., the Company, MEG and
Marvel Characters, Inc. The complaint in that action alleges that the motion
picture Blade (featuring Blade and Deacon Frost which were among the characters
included within Wolfman's January 24, 1997 proof of claim), produced and
distributed by New Line pursuant to an agreement with MEG, as well as the
Company's sale of action figure toys, infringes Wolfman's claimed copyrights and
trademarks as the author of the original stories featuring the Blade and Deacon
Frost characters (collectively, the "Work") and that Wolfman created the Work
and granted MEG's predecessor in interest only the non-exclusive right to
publish the Work in print for Marvel Comics' Tomb of Dracula series. The
complaint also charges the defendants in the action with unfair competition and
other tortious conduct based upon Wolfman's asserted rights in the Work. The
relief sought by the complaint includes a declaration that the defendants have
infringed Wolfman's copyrights, compensatory and punitive damages, an injunction
and various other forms of equitable relief. In late August 1998 Wolfman
dismissed the complaint against MEG and Marvel Characters, Inc. The action has
been stayed against the other named defendants pending the outcome of the
November 1999 hearing in Delaware with respect to Wolfman's proof of claim.

Marvel v. Simon. In December 1999, Joseph H. Simon filed in the U.S.
Copyright Office written notices under the Copyright Act purporting to terminate
effective December 7, 2001 alleged transfers of copyright in 1940 and 1941 by
Simon of the Captain America character to the Company's predecessor. On February
24, 2000, the Company commenced an action against Simon in the United States
District Court for the Southern District of New York. The complaint alleges that
the Captain America character was created by Simon and others as a "work for
hire" within the meaning of the applicable copyright statute and that Simon had
acknowledged this fact in connection with the settlement of previous suits
against the Company's predecessors in 1969. The suit seeks a declaration that
Marvel Characters, Inc., not Mr. Simon is the rightful owner of the Captain
America character and that the termination notices filed by Simon are invalid
and of no legal effect. Simon has asserted a counterclaim in the action seeking
a declaration that he is the sole owner of the Captain America character.

Administration Expense Claims Litigation. Unresolved Administration Expense
Claims are pending which seek amounts totaling approximately $16.8 million and
additional unresolved Administration Expense Claims are pending which do not
seek specified dollar amounts. The Company is contesting all of the unresolved
Administration Expense Claims. Although there can be no assurance, the Company
expects that it will be required to pay substantially less than the amounts
sought by the holders of the Administration Expense Claims.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 1999.

11
<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The following table sets forth, for each fiscal quarter indicated, the high
and low prices for the Company's Common Stock as reported in the New York Stock
Exchange Composite Transaction Tape.

Fiscal Year High Low
------------- --------- ---------
1998

First Quarter $ 10 7/16 $ 6 15/16
Second Quarter $ 11 5/16 $ 8 15/16
Third Quarter $ 10 7/16 $ 6 3/8
Fourth Quarter $ 6 7/8 $ 4 5/16

1999

First Quarter $ 7 $ 5 3/8
Second Quarter $ 9 3/4 $ 6 5/8
Third Quarter $ 7 1/2 $ 5 1/8
Fourth Quarter $ 7 7/8 $ 4 11/16

As of March 1, 2000, there were 387 holders of record of the Company's
Common Stock.

The Company has not declared any dividends on the Common Stock. The working
capital facility restricts the Company's ability to pay dividends on the Common
Stock. See "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations-Liquidity and Capital Resources."

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected combined or consolidated financial
data, derived from the Company's audited financial statements, for the five-year
period ended December 31, 1999. The selected financial data of the Company for
the years ended December 31, 1998 and 1999 are not comparable to prior periods
due to the Company's acquisition of MEG on October 1, 1998. The Company has not
paid dividends on its capital stock during any of the periods presented below.

Year Ended

-------------------------------------------------------------

Dec. 31, Dec. 31, Dec.31, Dec.31, Dec.31,
1995 1996 1997 1998 1999
--------- -------- -------- ------- ---------
(in thousands, except per share amounts)
Statement of Operations
Data:

Net sales.................... $196,395 $221,624 $150,812 $232,076 $319,645
Operating income (loss)...... 47,014 27,215 (49,288) (19,460) 256
Net income (loss) ........... 28,402 16,687 (29,465) (32,610) (33,791)
Basic and diluted net income
(loss) per common share . 1.05 0.61 (1.06) (1.23) (1.43)
Preferred dividend requirement -- 105 71 3,380 14,220

At December 31:
Balance Sheet Data:
Working capital (deficit) 85,174 102,192 74,047 (133,392) 91,919
Total assets................. 152,218 171,732 150,906 689,904 654,637
Borrowings................... -- -- 12,000 200,000 --
Other non-current debt....... -- -- -- 27,000 250,000
Redeemable preferred stock... 3,016 1,681 -- 172,380 186,790
Stockholders' equity......... 111,332 137,455 107,981 183,624 135,763

</TABLE>

12
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements of the Company and the related notes thereto, and the other financial
information included elsewhere in this Report.

Set forth below is a discussion of the financial condition and results of
operations of the Company for the three fiscal years ended December 31, 1999.
Because of the significant effect of the Reorganization on the Company's results
of operations, the Company's historical results of operations and
period-to-period comparisons will not be indicative of future results.

Overview

Net Sales

The Company's net sales are generated from (i) licensing the Marvel
characters for use in merchandise, promotions, feature films, television
programs, theme parks and various other areas; (ii) publishing comic books,
including related advertising revenues; and (iii) marketing and distributing
toys, including toys based on the Marvel characters, proprietary toy products
and toys based on properties licensed to the Company from third parties.
Licensing, publishing and toys have accounted for 10%, 13% and 77%,
respectively, of the Company's net sales for the year ended December 31, 1999.
The Company's strategy is to increase the media exposure of the Marvel
characters through its media and promotional licensing activities, which it
believes will create revenue opportunities for the Company through sales of toys
and other licensed merchandise. In particular, the Company plans to focus its
future toy business on marketing and distributing toys based on the Marvel
characters, which provide the Company with higher margins because no license
fees are required to be paid to third parties and, because of media exposure,
require less promotion and advertising support than the Company's other toy
categories. The Company intends to use comic book publishing to support consumer
awareness of the Marvel characters and to develop new characters and storylines.

The Company records as revenue the present value of licensing fees from its
licensing activities at the time the Company's characters are available to the
licensee and the collection of licensing fees is reasonably assured. Licensing
fees booked as revenue but not yet received are recorded as receivables.
Licensing receivables due more than one year beyond the balance sheet date are
discounted to their net present value.

Operating Expenses: Cost of Sales

There generally is no material cost of sales associated with the licensing
of the Company's characters.

Cost of sales for comic book publishing consists of art and editorial,
printing and distribution costs. Art and editorial costs account for the most
significant portion of publishing cost of sales. Art and editorial costs consist
of compensation to editors, writers and artists. The Company generally hires
writers and artists on a freelance basis but has exclusive employment contracts
with certain key writers and artists.

The Company out-sources the printing of its comic books to an unaffiliated
company. The Company's cost of printing is subject to fluctuations in
commodity-based products such as paper.

Cost of sales for the toy business consists of product and package
manufacturing, shipping and agents' commissions. The most significant portion of
cost of sales is product and package manufacturing. The Company, which utilizes
multiple manufacturers, solicits multiple bids for each project in order to
control its manufacturing costs. A substantial portion of the Company's toy
manufacturing takes place in China. A substantial portion of the Company's toy
manufacturing contracts are denominated in Hong Kong dollars.

<PAGE>

Operating Expenses: Selling, General and Administrative

Selling, general and administrative costs consist primarily of advertising,
royalties, general and administrative, warehousing and store merchandising. The
most significant portion of selling, general and administrative costs is
advertising and royalties.

Advertising expense varies with the Company's product mix.

Royalties are payable on toys based on characters licensed from third
parties, such as World Championship Wrestling, Universal Studios and Sony
Pictures, as well as toys developed by outside inventors. There are no royalty
payments for Marvel-character-based toy products.

General and administrative costs consist of salaries and corporate
overhead.

The Company expects warehousing and store merchandising costs to change
over time in line with the Company's toy sales.

Operating Expenses: Depreciation and Amortization

Depreciation and amortization expense consists of amortization of goodwill
and other intangibles, tooling, product design and development, packaging design
and depreciation expense. Amortization expense increased significantly as a
result of the goodwill created pursuant to the combination of Toy Biz, Inc. and
MEG, which is amortized over an assumed 20-year life.

Tooling and product design and development and packaging design expense,
which are attributable to the toy business, are amortized over the life of the
respective product.

Results of Operations of the Company

Year ended December 31, 1999 compared with year ended December 31, 1998

The Company's net sales increased to $319.6 million for the year ended
December 31, 1999 from $232.1 million in the 1998 period. The increase in net
sales was partially due to the inclusion of twelve months of licensing and
publishing revenues in 1999, while only three months of activity was included in
1998, accounting for an increase of approximately $25.9 million and
approximately $28.3 million in licensing and publishing revenues , respectively.
Toy Biz sales increased by approximately $33.3 million from 1998 to 1999
primarily due to sales of WCW action figures, a product line that was introduced
in 1999 and increased sales of large and small dolls, partially offset by a
decline in the sales of Marvel-related product.

Gross profit increased $64.7 million to $168.8 million for 1999 from $104.1
million in 1998. The inclusion of the licensing and publishing divisions for
twelve months in 1999, while included for only three months in 1998, accounted
for approximately $25.7 million and approximately $11.9 million, respectively,
of the increase while gross profit from the Toy Biz division increased
approximately $27.1 million. Gross Profit as a percentage of net sales increased
to approximately 53% in 1999 from approximately 45% in 1998. The licensing and
publishing divisions produced gross margins of 98% and 44%, respectively. The
gross profit margin for the Toy Biz division increased to 49% in 1999 from 44%
in 1998 due primarily to a higher percentage of promotional products, that
generally have higher gross profit margins, sold during 1999 and various
one-time sales adjustments relating to the Company's acquisition of MEG recorded
in 1998.

Selling, general and administrative expense increased $27.5 million to
$124.6 million in 1999 from $97.1 million in 1998. Selling, general and
administrative expense as a percentage of net sales decreased to approximately
39% in 1999 from approximately 42% in 1998. The selling, general and
administrative expenses for the licensing , publishing and corporate divisions
increased approximately $29.5 million from $5.6 million in 1998 to approximately
$35.1 million in 1999 due to the inclusion of the full-year's activity in 1999.

<PAGE>

The Toy Biz division produced a net decrease of approximately $2.0 million from
$91.5 million in 1998 to $89.5 million in 1999; however, the 1998 period
included $11.7 million of expenses relating to the termination of license
agreements resulting from the Company's integration of MEG's operations which
did not recur in 1999. Discounting the one-time charges from 1998, the Toy Biz
division accounted for an increase of approximately $9.7 million primarily due
to increased advertising and royalty expenses related to increase sales of
promotional items in 1999.

Depreciation and amortization expense decreased $1.2 million to $18.1
million in 1999 from $19.3 million in 1998 primarily due to additional
amortization expense recorded in 1998 related to early write-offs of
discontinued toy products based on Marvel characters as a result of the
Bankruptcy Case.

Amortization of goodwill and other intangibles increased $18.8 million to
$25.9 million in 1999 from $7.1 million in 1998. The increase was due to the
amortization of goodwill created pursuant to the MEG acquisition completed on
October 1, 1998.

Interest expense increased $22.7 million to $32.1 million in 1999 from $9.4
million in 1998, primarily due to $25.4 million in interest on the Senior Notes
in 1999, offset by a reduction in interest expense related to the Bridge Loan
from 1998 to 1999.

As a result of the above, the Company reported a net loss of $33.8 million
in 1999 compared to a net loss of $32.6 million in 1998. The Company reported a
loss per share after preferred dividends of $1.43 in 1999 compared to a loss per
share after preferred dividends of $1.23 in 1998.

Year ended December 31, 1998 compared with year ended December 31, 1997

The Company's net sales increased to $232.1 million for the year ended
December 31, 1998 from $150.8 million in the 1997 period. The increase in net
sales was partially due to the inclusion of $19.6 million in publishing and
licensing revenues in the fourth quarter of 1998 as a result of the acquisition
of MEG on October 1, 1998. Net sales in the toy division increased $61.6 million
to $212.4 million in 1998. Net sales in the domestic boys' toys category
increased $20.1 million to $63.2 million in 1998 due primarily to the
introduction of the WCW/NWO Bashin' Brawlers in the second half of 1998, which
accounted for $17.2 million in net sales. Net sales in the domestic girls' toys
category increased $3.3 million in 1998 to $42.0 million due primarily to the
increased product line of new promotional dolls in 1998. Net sales of domestic
activity toys and other products increased $3.7 million to $31.7 million in 1998
due primarily to shipments of products related to the Godzilla feature film
released in 1998. The Company believes that its net sales in each of its
domestic toy categories was adversely affected by Toys 'R' Us' decision to
eliminate excess inventory through a one-time reduction in inventory that
resulted in significant declines in its purchases from toy manufacturers. Net
sales of toy products sold through the import division increased $16.7 million
to $47.2 million in 1998, due primarily to shipments of Godzilla products in
1998. International net toy sales increased $.7 million to $28.1 million in
1998. The Company recorded sales allowances of $2.9 million in 1998 which were
attributable to the impact of the Merger on the Company's relationship with
certain of its international distributors, compared to $18.0 million of sales
allowances in 1997 that the Company believes were related to the impact of the
Bankruptcy Case on Toy Biz, Inc.'s relationships with its international
distributors.

Gross profit increased $60.2 million to $104.1 million for 1998 from $43.9
million in 1997 in part as a result of lower sales allowances in 1998 described
above. Gross profit as a percentage of net sales increased to approximately 45%
in 1998 from approximately 29% in 1997. The inclusion of MEG's publishing and
licensing operations in the fourth quarter of 1998 resulted in $11.4 million of
additional gross profit. The gross profit of the publishing and licensing
operations as a percentage of publishing and licensing net sales was
approximately 58% in the fourth quarter of 1998.

<PAGE>

Selling, general and administrative expense increased $25.0 million to
$97.1 million in 1998 from $72.1 million in 1997. Selling, general and
administrative expense as a percentage of net sales decreased to approximately
42% in 1998 from approximately 48% in 1997. The increase in selling, general and
administrative expense was partially due to the inclusion of $5.7 million of
publishing and licensing selling, general and administrative expense for the
fourth quarter of 1998. The increase during 1998 was also due to $11.7 million
of expenses relating to the termination of license agreements resulting from the
Company's integration of MEG's operations, as well as a $9.8 million increase in
royalty and advertising expense in 1998 primarily related to the success of the
WCW/NWO Bashin' Brawlers.

Depreciation and amortization expense decreased $1.2 million to $19.3
million in 1998 from $20.5 million in 1997 primarily due to additional
amortization expense recorded in 1997 related to early write-offs of
discontinued toy products based on Marvel characters as a result of the
Bankruptcy Case.

Amortization of goodwill and other intangibles increased $6.6 million to
$7.1 million in 1998 from $0.5 million in 1997. The increase was due to the
amortization of goodwill created pursuant to the MEG acquisition completed on
October 1, 1998.

Interest expense increased $8.6 million to $9.4 million in 1998 from $0.8
million in 1997, primarily due to $8.6 million in interest expense on the Bridge
Loan for the fourth quarter of 1998.

As a result of the above, the Company reported a net loss of $32.6 million
in 1998 compared to a net loss of $29.5 million in 1997. The Company reported a
loss per share after preferred dividends of $1.23 in 1998 compared to a loss per
share after preferred dividends of $1.06 in 1997.

Liquidity and Capital Resources

The Company's primary sources of liquidity are cash on hand, cash flow from
operations and cash available from the $60.0 million Citibank working capital
facility. The Company anticipates that its primary needs for liquidity will be
to: (i) conduct its business; (ii) meet debt service requirements; (iii) make
capital expenditures; and (iv) pay Administration Expense Claims.

Net cash provided by the Company's operations during fiscal 1997, 1998 and
1999 was $12.8 million, $42.0 million and $0.8 million, respectively.

At December 31, 1999, the Company had working capital of $91.9 million.

On October 1, 1998, the Company obtained the Bridge Loan from UBS. The
Company used a portion of the proceeds from the Notes Offering to repay the
Bridge Loan on February 25, 1999.

On October 1, 1998, the Company and UBS entered into a $50 million credit
facility. There were no borrowings under that credit facility, and it was
terminated on February 25, 1999.

<PAGE>

Senior Notes are guaranteed on a senior basis jointly and severally by each of
the Company's domestic subsidiaries. On August 20, 1999, the Company completed
an exchange offer under which it exchanged virtually all of the Senior Notes,
which contained restrictions on transfer, for an equal principal amount of
registered, transferable notes whose terms are identical in all other material
respects to the terms of the Senior Notes.

In February 1999, in connection with the repayment of the Bridge
Facility and the termination of the UBS Credit Facility, the Company recorded an
extraordinary charge of approximately $1.5 million, net of tax benefit for the
write-off of deferred financing costs associated with these two facilities.

On April 1, 1999, the Company and Citibank, N.A. ("Citibank") entered an
agreement for a $60.0 million Revolving Credit Facility ("Citibank Credit
Facility"). The Citibank Credit Facility bears interest at either the bank's
base rate (defined as the higher of the prime rate or the sum of 1/2 of 1% plus
the Federal Funds Rate) plus a margin ranging from 0.75% to 1.25% depending on
the Company's financial performance or at the Eurodollar rate plus a margin
ranging from 2.25% to 2.75% depending on the Company's financial performance.
The Citibank Credit Facility requires the Company to pay a commitment fee of
0.625% per annum on the average daily unused portion of the facility unless
there is at least $20.0 million outstanding borrowings in which case the rate is
0.50% per annum for the amount outstanding above $20.0 million. The Company has
not borrowed under the Citibank Credit Facility. The amount available under this
facility is reduced by the amount of letters of credit outstanding, which is
approximately $385,000 as of March 15, 2000. The Citibank Credit Facility is
secured by a lien on all of the Company's inventory and receivables.

On October 1, 1998, the Company sold 9.0 million shares of 8% Preferred
Stock at $10 per share for an aggregate of $90.0 million. The 8% Preferred Stock
pays quarterly dividends on a cumulative basis on the first business day of
January, April, July and October in each year, commencing January 4, 1999.
Dividends are payable, at the option of the Board, in cash, in additional shares
of 8% Preferred Stock or in any combination thereof. The Company is restricted
under the Indenture and under the Citibank Credit Facility from making dividend
payments on the 8% Preferred Stock except in additional shares of 8% Preferred
Stock. Each share of 8% Preferred Stock may be converted, at the option of its
holder, into 1.039 shares of Common Stock. The Company must redeem all
outstanding shares of 8% Preferred Stock on October 1, 2011.

On the consummation date of the Plan, the Company made the Initial
Administration Expense Claims Payment of $20.2 million. In December 1998, the
Company paid approximately $4.2 million of additional Administration Expense
Claims and during 1999 the Company paid an additional $10.4 million of
Administration Expense Claims. The Company estimates that it may be required to
pay between $8.5 million and $10.5 million of additional Administration Expense
Claims, although there can be no assurance as to the amount the Company will be
required to pay.

The Company will be required to make the Unsecured Creditors Cash Payment
at such time as the amount thereof is determined. The Company deposited $8
million into a trust account to satisfy the maximum amount of such payment. The
balance in the trust account as of December 31, 1999 is approximately $8.5
million.

Capital expenditures (excluding acquisitions) by the Company during fiscal
1997, 1998 and 1999 were approximately $17.7 million, $17.3 million and $21.0
million, respectively.

The Company believes that cash on hand, cash flow from operations,
borrowings available under the Citibank working capital facility and other
sources of liquidity, will be sufficient for the Company to conduct its
business, meet debt service requirements, make capital expenditures and pay
Administration Expense Claims.

<PAGE>

Seasonality

The Company's annual operating performance depends, in large part, on its
sales of toys during the relatively brief Christmas selling season. During 1997,
1998 and 1999, 67%, 60% and 62%, respectively, of the Company's domestic net toy
sales were realized during the second half of the year. Management expects that
the Company's toy business will continue to experience a significant seasonal
pattern for the foreseeable future. This seasonal pattern requires significant
use of working capital mainly to build inventory during the year, prior to the
Christmas selling season, and requires accurate forecasting of demand for the
Company's products during the Christmas selling season.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item, the report of the
independent auditors thereon and the related financial statement schedule
required by Item 14(a)(2) appear on pages F-2 to F-30. See the accompanying
Index to Financial Statements and Financial Statement Schedule on page F-1. The
supplementary financial data required by Item 302 of Regulation S-K appears in
Note 11 to the December 31, 1999 Consolidated Financial Statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers and Directors

The following table sets forth the name, age (as of March 1, 2000) and
position of each person who serves as an executive officer or director of the
Company:

Name Age Position

Morton E. Handel.............. 64 Chairman of the Board of Directors
Avi Arad...................... 52 Director and Chief Creative Officer;
President and Chief Executive Officer of
Marvel Studios

F. Peter Cuneo................ 56 President, Chief Executive Officer
and Director
Sid Ganis..................... 60 Director
Shelley F.Greenhaus........... 46 Director
James F. Halpin............... 49 Director
Michael M. Lynton............. 40 Director
Lawrence Mittman.............. 49 Director
Isaac Perlmutter.............. 57 Director
Rod Perth..................... 56 Director
Michael J. Petrick............ 38 Director
Alan Fine..................... 49 President and Chief Executive Officer
of Toy Biz
David J. Fremed............... 39 Senior Vice President and Acting Chief
Financial Officer
William Jemas................. 42 President of Publishing and New Media
Allen S. Lipson............... 57 Executive Vice President, Business and
Legal Affairs and Secretary
Richard Ungar................. 49 President of Marvel Characters Group

Directors

The name, principal occupation for the last five years, selected
biographical information and period of service as a director of the Company of
each director are set forth below.

Morton E. Handel has been the Chairman of the Board of Directors of the
Company since October 1998 and was first appointed as a director of Toy Biz,
Inc. in June 1997. Mr. Handel is also the President of S&H Consulting Ltd., a
financial consulting group. Mr. Handel has held that position since 1990. Mr.
Handel has also held the position of Director and President of Ranger
Industries, Inc. since July 1997. Mr. Handel also serves as a director of
Concurrent Computer Corp., and was previously Chairman of the Board of Directors
and Chief Executive Officer of Coleco Industries, Inc.

Avi Arad has been the Chief Creative Officer of the Company and the
President and Chief Executive Officer of the Company's Marvel Studios Division
(which is responsible for motion picture and television licensing and
development) since October 1998. Mr. Arad has been a Director of the Company
since April 1993. From April 1993 through September 1998, Mr. Arad served as a
consultant to Toy Biz, Inc. Mr. Arad was the President and Chief Executive
Officer of New World Animation, a media production company under common control
with MEG, from April 1993 until February 1997 and held the same position at the
Marvel Studios division of MEG from February 1997 until November 1997. At New
World Animation and MEG's Marvel Studios division, Mr. Arad served as the
Executive Producer of the X-Men and the Spider-Man animated TV series. Mr. Arad
has been a toy inventor and designer for more than 20 years for major toy
companies including Mattel Inc., Hasbro, Inc. and Tyco Toys, Inc. During his
career, Mr. Arad has designed or codesigned more than 160 toys. Mr. Arad is also
the owner of Avi Arad & Associates ("Arad Associates"), a firm engaged in the
design and development of toys and the production and distribution of television
programs.

<PAGE>

F. Peter Cuneo has served as the Company's President and Chief Executive
Officer since July 1999. From September 1998 to July 1999, Mr. Cuneo served as
Managing Director of Cortec Group Inc., a private equity fund. From February
1997 to September 1998, Mr. Cuneo was Chairman of Cuneo & Co., L.L.C., a private
investment firm. From May 1996 to February 1997, Mr. Cuneo was President, Chief
Executive Officer and a Director of Remington Products Company, L.L.C., a
manufacturer and marketer of personal care appliances; from May 1993 to May
1996, he was President and Chief Operating Officer at Remington.

Sid Ganis has been a Director of the Company since October 1999. Mr. Ganis
is President of Out of Blue...Entertainment, a provider of motion pictures,
television and musical entertainment for Sony Pictures Entertainment and others
which he founded, since September 1996. From January 1991 until September 1996,
Mr Ganis held various executive positions with Sony Picutres, including Vice
Chairman of Columbia Pictures and President of Worldwide Marketing for
Columbia/TriStar Motion Picture Companies.

Shelley F. Greenhaus has been a Director of the Company since October 1998.
Mr. Greenhaus has been the President and Managing Director of Whippoorwill
Associates, Inc. ("Whippoorwill"), an investment advisor which he founded, since
1990. Whippoorwill manages investment accounts for a prominent group of
institutional and individual investors from around the world.

James F. Halpin has been a Director of the Company since March 1995. Mr.
Halpin retired in March 2000 as President, Chief Executive and Operating Officer
and a director of CompUSA Inc., a retailer of computer hardware, software,
accessories and related products, which he had been with since May 1993. Mr.
Halpin is also a director of both Interphase Corporation, a manufacturer of
high-performance networking equipment for computers, and Lowe's Companies, Inc.,
a chain of home improvement stores.

Michael M. Lynton has been a Director of the Company since October 1998.
Mr. Lynton has been President of AOL International since February 2000 and was
Chairman and Chief Executive Officer of The Penguin Group from 1996 until
assuming his current position with AOL. From 1987 to 1996, at The Walt Disney
Company, Mr. Lynton was President of Hollywood Pictures and President of Disney
Publishing--Magazines and Books.

Lawrence Mittman has been a Director of the Company since October 1998. Mr.
Mittman has been a partner in the law firm of Battle Fowler LLP for more than
the past five years.

Isaac Perlmutter has served as a Director of the Company since April 1993
and he served as Chairman of the Board until March 1995. Mr. Perlmutter
purchased Toy Biz, Inc.'s predecessor company from Charan Industries, Inc. in
January 1990. Mr. Perlmutter is actively involved in the management of the
affairs of Toy Biz, Inc. and has been an independent financial investor for more
than the past five years. Mr. Perlmutter is also a director of Ranger
Industries, Inc. As an independent investor, Mr. Perlmutter currently has, or
has had within the past five years, controlling ownership interests in Ranger
Industries, Inc., Remington Products Company, Westwood Industries, Inc., a
manufacturer and distributor of table and floor lamps, Job Lot Incorporated (and
its predecessor Job Lot Associates L.P.), a discount oriented retail chain, and
Tangible Media, Inc., a media buying and advertising agency.

Rod Perth has been a Director of the Company since October 1998. Mr.Perth
has been President, Jim Henson Television Group Worldwide since May 1999. From
October 1994 until July 1998, Mr. Perth was the President of USA Networks
Entertainment at USA Network. At USA Network, Mr. Perth was responsible for the
development and production of programming, including programming for the Sci-Fi
Channel. Prior to joining USA Network, Mr. Perth served as Senior Vice
President, Late Night and Non-Network Programming at CBS Entertainment, where he
was instrumental in the resurgence of the CBS Late Night Franchise and was a key
member of the team that brought the "Late Show with David Letterman" to CBS. Mr.
Perth joined the CBS Entertainment division in 1989 as Vice President, Late
Night Programs.

Michael J. Petrick has been a Director of the Company since October 1998.
Mr. Petrick is a Managing Director of Morgan Stanley & Co. Incorporated, and has
been with Morgan Stanley since 1989. Mr. Petrick also serves as a Director of
CHI Energy, Inc. and Premium Standard Farms, Inc.

<PAGE>

All of the Company's Directors were selected pursuant to the Stockholders'
Agreement (as defined, along with other capitalized terms used in this
paragraph, in "Certain Relationships and Related Transactions-Stockholders'
Agreement"). Messrs. Handel, Arad, Cuneo, Halpin, Mittman and Perlmutter were
designated by the Investor Group and Messrs. Ganis, Greenhaus, Lynton, Perth and
Petrick were designated by the Lender Group.

Executive Officers

The following sets forth the positions held with the Company and selected
biographical information for the executive officers of the Company who are not
Directors.

Alan Fine served as a Director of the Company from June 1997 until October
1998. Mr. Fine has been the President and Chief Executive Officer of Toy Biz
since October 1998. Previously, he served as the Chief Operating Officer of the
Company, a position to which he was appointed in September 1996. From June 1996
to September 1996, Mr. Fine was the President and Chief Operating Officer of Toy
Biz International Ltd. From May 1995 to May 1996, Mr. Fine was the President and
Chief Operating Officer of Kay-Bee Toys, a national toy retailer, and from
December 1989 to May 1995, he was the Senior Vice President General Merchandise
Manager of Kay-Bee Toys.

David J. Fremed has served as Senior Vice President and Acting Chief
Financial Officer of the Company since February 2000. From February 1999 until
February 2000, he was Senior Vice President and Chief Financial Officer of Toy
Biz. From October 1996 to February 1999, Mr. Fremed served as the Company's
Chief Financial Officer and Treasurer. From 1990 to October 1996, Mr. Fremed
served as the Vice President/Controller of the Company.

William Jemas has been President Publishing and New Media since February
2000. Previously he was Executive Vice President, Madison Square Garden Sports
from December 1998 until February 2000. From July 1996 until December 1998, he
was founder and President of Blackbox, L.L.C. and worked and consulted for
several media companies, including Lancet Media, G-Vox Interactive and Hearst
Entertainment. From July 1993 until June 1996, Mr Jemas held various executive
positions with The Marvel Entertainment Group, including Executive Vice
President and President of Fleer Corporation.

Allen S. Lipson has been the Executive Vice President Business and Legal
Affairs and Secretary of the Company since November 1999. From May 1996 until
November 1999, Mr. Lipson was Vice President, Administration, General Counsel
and Secretary of Remington Products Company L.L.C. and from October 1988 until
May 1996 he was Vice Presidient and General Counsel of Remington.

Richard Ungar has served as the President of Marvel Character Group since
October 1999. From May 1999 until October 1999, he was a consultant for Marvel
and from October 1998 until May 1999, Mr. Ungar was Chairman of BKM, Inc., a
children's television network. From January 1997 until October 1998, Mr. Ungar
was an independent consultant/producer and from January 1992 until January 1997,
he held various postions with New World Entertainment, including President of
Prgramming and President and C.E.O. of New World Animation.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Officers, directors and ten-percent
stockholders are required by regulation of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms they
file.

Based solely on its review of Forms 3, 4 and 5 available to the Company and
written representations from certain of the directors, officers and ten-percent
stockholders that no form is required to be filed, the Company believes that no
director, officer or beneficial owner of more than ten percent of the Common
Stock failed to file on a timely basis reports required pursuant to Section
16(a) of the Exchange Act with respect to 1999, with the exception of a Form 3
for Sid Ganis (to report his status as a director) which was filed late.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information for the years indicated
concerning the compensation awarded to, earned by or paid to the Chief Executive
Officers of the Company during 1999 and the Company's four most highly

<PAGE>

compensated executive officers, other than the Company's Chief Executive
Officers, who were serving as executive officers of the Company on December 31,
1999 (the "Named Executive Officers"), for services rendered in all capacities
to the Company and its subsidiaries during such periods.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term

Annual Compensation(1) Compensation
---------------------------------------------------- ------------
Other Annual Securities Underlying
Name and Principal Position Year Salary($) Bonus(2) Compensation Options (#)
- --------------------------- --------- -------- --------- ------------- --------------------
<S> <C> <C> <C> <C> <C>

F. Peter Cuneo (4) 1999 $295,000 $ 490,000 750,000
President and Chief Executive
Officer

Eric Ellenbogen (5) 1999 444,231 2,500,000(6)
President and Chief Executive 1998 57,692 ---- 720,000
Officer

Alan Fine (7) 1999 500,000 225,000 $5,673(3) 200,000
President and Chief Executive Officer 1998 425,000 307,001 300,000
of the Company's Toy Biz Division 1997 400,000 302,816

Avi Arad (8) 1999 375,000 201,563 109,774(9)
Chief Creative Officer of the 1998 375,000 ---- 1,000,000
Company and President and Chief Executive 1997 375,000 ----
Officer of the Company's Marvel Studios
Division

Robert S. Hull (10) 1999 272,403 225,000 3,854(3) 200,000
Executive Vice President and Chief
Financial Officer

William H. Hardie, III (11) 1999 260,000 248,958 4,168(3)
Executive Vice President, 1998 260,000 25,000 100,000
Business Affairs 1997 83,539 10,000

</TABLE>

(1) Does not include value of perquisites and other personal benefits for any
Named Executive Officer (other than Mr. Arad) since the aggregate amount of
such compensation is the lesser of $50,000 or 10% of the total of annual
salary and bonus reported for the named executive.

(2) Bonus amounts shown are those accrued for and paid in or after the end of
the year.

(3) Amounts shown are the Company matching contributions to the Company's
401(k) Plan

(4) Mr. Cuneo's employment with the Company commenced in July 1999.

(5) Mr. Ellenbogen's employment with the Company commenced in December 1998 and
terminated in July 1999.

(6) Payment in connection with termination of Mr. Ellenbogen's employment.

(7) Mr. Fine commenced employment with the Company in May 1996, and was
appointed as the President and Chief Executive Officer of the Company's Toy
Biz division in the fourth quarter of 1998.

(8) Mr. Arad's employment with the Company commenced in October 1998. Amounts
shown for periods prior to October 1, 1998 represent consulting fees
received by Mr. Arad.

<PAGE>

(9) Amounts shown for company provided automobile and driver.

(10) Mr. Hull's employment with the Company commenced in February 1999 and
terminated in February 2000.

(11) Mr. Hardie's employment with the Company commenced in September 1997 and
terminated in December 1999.

Option Grants Table

The following table shows the Company's grants of stock options to the
Named Executive Officers in 1999. Each stock option grant was made under the
Stock Incentive Plan, which became unconditionally effective on January 20,
1999. No SARs (stock appreciation rights) were granted by the Company in 1999.

Number of Percent of

Shares of Total Potential Realizable
Common Stock Options Value at Assumed Annual
Underlying Granted to Exercise Rates of Stock Price
Options Granted Employees Price Expiration Appreciation
Name in 1999 in 1999 per share Date for Option Terms
------------------------ --------------- ---------- -------- --------- ----------------------
5% 10%
---------- ----------
<S> <C> <C> <C> <C> <C> <C>

F. Peter Cuneo (1)............. 750,000 35.4% 7.250 7/21/09 $3,419,644 $8,665,744
Alan Fine (2).................. 200,000 9.4% 6.375 3/5/09 801,848 2,031,968
Robert S. Hull (3) ............ 200,000 9.4% 6.500 2/5/09 817,750 2,071,810

</TABLE>

(1) Mr. Cuneo's options become exercisable in four equal installments: options
to buy 187,500 shares of Common Stock are exercisable immediately and
options to buy an additional 187,500 shares of Common Stock become
exercisable on each of July 19, 2000, July 19, 2001 and July 19, 2002.

(2) Mr. Fine's options become exercisable in three equal installments: options
to buy 66,667 shares of Common Stock are exercisable on each of March 5,
2000, March 5, 2001 and March 5, 2002.

(3) Mr. Hull's options were scheduled to become exercisable in three equal
installments: options to buy 66,667 shares of Common Stock became
exercisable on February 5, 2000 and options for an additional 66,667 were
to become exerciseable on February 5, 2001 and February 5, 2002. Mr. Hull's
employment with the Company terminated in February 2000 and accordingly,
all options exercisable in 2001 and 2002 were terminated.

Year-End 1999 Option Value Table

The following table shows the number and value of exercisable and
unexercisable stock options held by the Named Executive Officers at December 31,
1999. Mr. Hardie exercised 25,000 options in December 1999. No other Named
Executive Officers exercised stock options during 1999.

Number of Shares of Value of
Common Stock Underlying Unexercised
Unexercised Options at In-the-Money Options at
Name Year-End (1) Year-End
- ---------------------- ----------------------------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>

Eric Ellenbogen.............................. 240,000 480,000 ------ --------
F. Peter Cuneo............................... 187,500 562,500 ------ --------
Avi Arad..................................... 500,000 500,000 ------ --------
Alan Fine.................................... 150,000 350,000 ------ --------
Robert S. Hull............................... --------- 200,000 ------ --------
William H. Hardie, III....................... --------- ----------- ------ --------

</TABLE>

(1) Represents shares of Common Stock underlying stock options. None of the
Named Executive Officers holds SARs (stock appreciation rights).

23
<PAGE>

Compensation of Directors

Non-employee directors currently receive an annual retainer of $25,000 and
an annual grant of 10,000 shares of Common Stock to be immediately vested.
Non-employee directors also receive a one-time grant of five-year options to
purchase 20,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date of the grant. Those options expire
within 90 days following the date a director ceases to serve on the Board and
vest one-third on the date of the grant and one-third on each of the two
succeeding anniversaries of the grant. In addition, the chairmen of the
Compensation and Nominating Committee and the Audit Committee receive an annual
retainer of $5,000, and the non-executive Chairman of the Board receives an
annual payment of $100,000 and a one-time grant of options to purchase 30,000
shares of Common Stock on the same terms as those applicable to the options made
available to the other non-employee members of the Board.

Members of the Board who are officers or employees of the Company or any of
its subsidiaries do not receive compensation for serving in their capacity as
directors.

Employment Agreements

The Company has entered into employment agreements with each of the
following executive officers: Avi Arad, the Company's Chief Creative Officer and
the President and Chief Executive Officer of the Company's Marvel Studios
Division; F. Peter Cuneo, the President and Chief Executive Officer of the
Company; Alan Fine, the President and Chief Executive Officer of the Company's
Toy Biz Division; David J. Fremed, the Acting Chief Financial Officer of the
Company; Bill Jemas, President of Publishing and New Media; Allen S. Lipson, the
Executive Vice President, Business and Legal Affairs of the Company and Richard
Ungar, President of Marvel Characters Group. In July 1999 the Company entered
into a separation agreement with Mr. Ellenbogen.

Employment and License Agreements with Mr. Arad. Pursuant to his employment
agreement, Mr. Arad has agreed to render his exclusive and full-time services to
the Company for a term of employment expiring on December 31, 2000. Under his
employment agreement, Mr. Arad receives a base salary, subject to discretionary
increases, of $375,000. Mr. Arad is entitled to discretionary bonuses and
participation in the Company's stock option plan as determined by the Board. Mr.
Arad also is entitled to the use of an automobile with driver and is entitled to
participate in employee benefit plans generally available to the Company's
employees. Mr. Arad's employment agreement provides that, in the event of
termination other than for cause, Mr. Arad is entitled to his salary earned
through the date of termination and thereafter for a period of up to twelve
months. Mr. Arad's employment agreement replaces his consulting agreement with
the Company, under which Mr. Arad also earned $375,000 per year.

In addition, the Company and Arad Associates, of which Mr. Arad is the sole
proprietor, are parties to a license agreement which provides that Arad
Associates is entitled to receive royalty payments on net sales of
Marvel-character-based toys and on net sales of non-Marvel-character-based toys
of which Mr. Arad is the inventor of record. In no event, however, may the total
royalties payable to Arad Associates during any calendar year exceed $7.5
million. The Company accrued royalties to Mr. Arad for toys he invented or
designed of approximately $3.6 million, $4.3 million and $3.0 during the years
ended December 31, 1997, 1998 and 1999, respectively. In September 1998, the
license with Arad Associates was amended to provide that Arad Associates will
receive an annual royalty of $650,000 for products based on the Marvel
characters (the former royalty rate was 4%). The amendment leaves intact a
provision that Arad Associates is to receive a negotiated royalty not to exceed
5% of net sales of products not based on the Marvel characters.

Employment Agreement with Mr. Cuneo. Pursuant to his employment agreement,
Mr. Cuneo has agreed to render his exclusive and full-time services to the
Company for a term of employment expiring on July 21, 2002. Under his employment
agreement, Mr. Cuneo receives a base salary, subject to discretionary increases,
of $650,000. Starting in 2000, Mr. Cuneo will be eligible to earn an annual
bonus based on the attainment of certain performance goals. The target annual
bonus is equal to 60% of Mr. Cuneo's base salary. Mr. Cuneo also receives a
$1,500 monthly automobile allowance and is entitled to participate in employee

<PAGE>

benefit plans available to similarly situated employees of the Company. The
Company has agreed to provide Mr. Cuneo with a suitable apartment in Manhattan
for up to one year, and the Company will pay Mr. Cuneo a $25,000 relocation
allowance if he relocates his primary residence to the New York City
metropolitan area during the term of his employment.

Pursuant to his employment agreement, Mr. Cuneo has been granted
options to purchase 750,000 shares of Common Stock. The options vest over a
three-year period. The options become exercisable in full upon a change in
control of the Company.

Employment Agreement with Mr. Fine. Pursuant to his employment agreement,
Mr. Fine has agreed to render his exclusive and full-time services to the
Company for a term of employment expiring on March 1, 2001 Under his employment
agreement, Mr. Fine receives a base salary, subject to discretionary increases,
of $500,000. Mr. Fine is eligible to earn an annual bonus based on the
attainment of certain performance goals. The employment agreement further
provides for participation in the Company's stock option plan as determined by
the Board and provides that Mr. Fine shall be entitled to receive a grant of
options to purchase 200,000 shares of Common Stock (in addition to the options
previously granted to Mr. Fine to purchase 300,000 shares of Common Stock). Mr.
Fine also receives a $1,000 monthly automobile allowance and is entitled to
participate in employee benefit plans generally available to the Company's
employees.

Employment Agreement with Mr. Fremed. Pursuant to his employment agreement,
Mr. Fremed has agreed to render his exclusive and full-time services to the
Company for a term of employment expiring on December 31, 2000. Under his
employment agreement, Mr. Fremed receives a base salary, subject to
discretionary increases, of $215,000. Mr. Fremed is entitled to a bonus of
$30,000 per year plus discretionary bonuses and participation in the Company's
stock option plan as determined by the Board. Mr. Fremed also receives a $750
monthly automobile allowance and is entitled to participate in employee benefit
plans generally available to the Company's employees.

Mr. Fremed's employment agreement provides that, in the event of
termination other than for cause, Mr. Fremed is entitled to his salary and car
allowance earned through the date of termination and thereafter for a period up
to nine months.

Employment Agreement with Mr. Jemas. Pursuant to his employment agreement,
Mr. Jemas has agreed to render his exclusive and full-time services to the
Company for a term of employment expiring on February 15, 2001. Under his
employment agreement, Mr. Jemas receives a base salary, subject to discretionary
increases, of $275,000. The employment agreement provides for a sign-on bonus of
$100,000 payable in two installments of $50,000 each and a bonus for 2000 equal
to at least 50% of his base salary for the year. Mr. Jemas also receives a
$1,100 monthly automobile allowance and is entitled to participate in employee
benefit plans generally available to the Company's employees. The employment
agreement further provides for participation in the Company's stock option plan
as determined by the Board and provides that Mr. Jemas shall be entitled to
receive a grant of options to purchase 125,000 shares of Common Stock

Employment Agreement with Mr. Lipson. Pursuant to his employment agreement,
Mr. Lipson has agreed to render his services to the Company for a term of
employment expiring on November 15, 2002. Under his employment agreement, Mr.
Lipson receives a base salary, subject to discretionary increases, of $325,000.
Mr. Lipson is entitled to a bonus for 1999 of $180,000 and thereafter, is
eligible to earn an annual bonus based on the attainment of certain performance
goals. Mr. Lipson also receives a $1,200 monthly automobile allowance and is
entitled to participate in employee benefit plans available to similarly
situated employees of the Company. The Company has agreed to provide Mr. Lipson
with a suitable apartment in Manhattan for up to one year. Pursuant to his
employment agreement, Mr. Lipson has been granted options to purchase 150,000
shares of Common Stock. The options will vest over a three-year period.

<PAGE>

Employment and Agreement with Mr.Ungar. Pursuant to his employment
agreement, Mr. Unger has agreed to render his services to the Company for a term
of employment expiring on October 25, 2002. Under his employment agreement, Mr.
Unger receives a base salary, subject to discretionary increases, of $325,000.
Mr. Unger is entitled to a bonus for 1999 of $140,000 and thereafter, is
eligible to earn an annual bonus based on the attainment of certain performance
goals. Mr. Ungar also receives a $1,300 monthly automobile allowance and is
entitled to participate in employee benefit plans available to similarly
situated employees of the Company. Pursuant to his employment agreement, Mr.
Unger has been granted options to purchase 200,000 shares of Common Stock. The
options will vest over a three-year period.

In addition, the Company and Brentwood Television Funnies, Inc.
("Brentwood"), of which Mr. Unger is the sole shareholder, are parties to a Loan
Out Agreement under which Brentwood agrees to provide the services of Mr. Unger
as Executive Producer on all television programs involving Marvel characters for
a term expiring on October 25, 2002. Under the agreement, Brentwood receives a
producer fee of $175,000 per year, subject to discretionary increases.

Separation Agreements with Mr. Ellenbogen. Pursuant to a separation
agreement with the Company entered into in July 1999, Mr. Ellenbogen's
employment with the Company as President and Chief Executive Officer terminated
in that month. Under his separation agreement, Mr. Ellenbogen received a payment
of $2,500,000. The separation agreement also provides that Mr. Ellenbogen's
options to buy an additional 480,000 shares of Common Stock become exercisable
in the event of certain changes in control of the Company before January 15,
2001, but otherwise will not become exercisable. Mr. Ellenbogen's other stock
options have been terminated.

Termination Provisions. The employment agreements of Messrs Cuneo, Fine,
Jemas, Lipson and Unger and the Loan Out Agreement with Brentwood, provide that,
in the event of termination, the executive is entitled to certain payments and
benefits depending on the circumstances of the termination. Upon a change in
control of the Company, the executive is entitled to a severance payment equal
to two times the sum of his then-current base salary and the average of the two
most recent annual bonuses paid. If any payments to the executive under his
employment agreement ("Parachute Payments") would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code, then the executive will be
entitled to receive an additional payment from the Company (a "Gross-Up
Payment") in an amount such that the executive retains, after the payment of all
taxes, an amount of the Gross-Up Payment equal to the excise tax imposed on the
Parachute Payments.

Confidential Information and Related Provisions. Each of the employment
agreements with Messrs. Arad, Cuneo, Fine, Fremed, Jemas, Lipson and Unger
prohibits disclosure of proprietary and confidential information regarding the
Company and its business to anyone outside the Company both during and
subsequent to employment and otherwise provides that all inventions made by the
employees during their employment belong to the Company. In addition, those
employees agree during their employment, and for one year thereafter, not to
engage in any competitive business activity.

Compensation Committee Interlocks and Insider Participation

Messrs. Handel, Halpin, Lynton, Perlmutter and Petrick serve now, and
served during 1999, on the Company's Compensation and Nominating Committee. None
of the individuals mentioned above was an officer or employee of the Company, or
any of its subsidiaries, during 1999 or formerly. Mr. Handel is, and Mr.
Perlmutter once was, the Company's non-executive Chairman of the Board.

Stockholders' Agreement

The Company and the following stockholders are parties to a Stockholders'
Agreement (the "Stockholders' Agreement") dated as of October 1, 1998:

(1) (i) Avi Arad, (ii) Isaac Perlmutter, (iii) Isaac Perlmutter T.A., (iv)
The Laura and Isaac Perlmutter Foundation Inc., (v) Object Trading
Corp., and (vi) Zib Inc. (the "Perlmutter/Arad Group");

(2) (i) Mark Dickstein, (ii) Dickstein & Company, L.P., (iii) Dickstein
Focus Fund L.P., (iv) Dickstein International Limited, (v) Elyssa
Dickstein, Jeffrey Schwarz and Alan Cooper as Trustees U/T/A/D
12/27/88, Mark Dickstein, Grantor, (vi) Mark Dickstein and Elyssa
Dickstein, as Trustees of the Mark and Elyssa Dickstein Foundation,
and (vii) Elyssa Dickstein (the "Dickstein Entities" and, together
with the Perlmutter/Arad Group, the "Investor Group"); and

<PAGE>

(3) (i) The Chase Manhattan Bank, (ii) Morgan Stanley & Co. Incorporated
("Morgan Stanley"), and (iii) Whippoorwill as agent of and/or general
partner for certain accounts and funds (the "Lender Group").

The Stockholders' Agreement provides that its parties will take such action
as may reasonably be in their power to cause the Board to include, subject to
certain conditions, six directors designated by the Investor Group and five
directors designated by the Lender Group. The number of directors that the
Investor Group and the Lender Group may designate will be reduced following June
30, 2000 in the event of decreases in beneficial ownership of capital stock of
the Company below certain pre-determined levels, as set forth in the
Stockholders' Agreement. The Stockholders' Agreement provides for the creation
of various committees of the Board as well as the composition of those
committees.

The parties to the Stockholders' Agreement have the power to vote, in the
aggregate, approximately 55.8% in combined voting power of the outstanding
shares of Common Stock and 8% Preferred Stock. The 55.8% figure does not include
shares beneficially owned by the Dickstein Entities. Those shares are covered by
the Stockholders' Agreement, but the Company does not know the number of those
shares. The Dickstein Entities beneficially own less than 5% of the Common Stock
and no longer file ownership reports on Schedules 13D or 13G with the Securities
and Exchange Commission.

Registration Rights Agreements

Mr. Dickstein and certain of his affiliates, Object Trading Corp. (an
affiliate of Mr. Perlmutter), Whippoorwill as agent for and/or general partner
for certain institutions and funds, the Company and certain other parties are
parties to a Registration Rights Agreement dated as of October 1, 1998 (the
"October Registration Rights Agreement"). Mr. Arad, Mr. Perlmutter, certain
affiliates of Mr. Perlmutter (other than Object Trading Corp.) and the Company
are parties to a Registration Rights Agreement dated as of December 8, 1998 (the
"December Registration Rights Agreement").

The terms of the December Registration Rights Agreement are substantially
identical to those of the October Registration Rights Agreement. Under the terms
of each of the Registration Rights Agreements, the Company has agreed to file a
shelf registration statement under the Securities Act registering the resale of
all shares of Common Stock and 8% Preferred Stock issued to the stockholder
parties thereto pursuant to the Plan, all shares of Common Stock issuable upon
conversion of those shares of 8% Preferred Stock, certain convertible debt
securities that the Company may exchange for the 8% Preferred Stock and the
Common Stock issuable upon conversion thereof and all shares of Common Stock
otherwise owned by the stockholder parties to the respective Registration Rights
Agreement as of the date thereof. The Registration Rights Agreements also give
the stockholder parties thereto piggyback registration rights with respect to
underwritten public offerings by the Company of its equity securities.

Agreements Relating to the Purchase of Preferred Shares

Zib (an entity owned entirely by Mr. Perlmutter), Dickstein Partners Inc.
(an affiliate of Mr. Dickstein) and Toy Biz, Inc. entered into a Commitment
Letter, dated November 19, 1997, in which Zib and Dickstein Partners Inc.
committed to purchase $60 million and $30 million in amount, respectively, of
the 8% Preferred Stock of the Company to be issued pursuant to the Plan.
Pursuant to the Plan and a Stock Purchase Agreement dated as of October 1, 1998,
(i) certain secured creditors of MEG purchased, pursuant to an option in the
Plan, $20,071,480 in amount of 8% Preferred Stock that would otherwise have been
purchased by Zib; (ii) Whippoorwill, as agent of and/or general partner for
certain institutions and funds, purchased, pursuant to an assignment from Zib,
$5 million in amount of 8% Preferred Stock that would otherwise have been
purchased by Zib; (iii) Zib purchased $34,928,520 in amount of 8% Preferred
Stock; and (iv) Dickstein Partners Inc. and its assignees purchased $30 million
in amount of 8% Preferred Stock.

Tangible Media Advertising Services

Tangible Media, a corporation which is wholly owned by Mr. Perlmutter, acts
as the Company's media consultant in placing certain of the Company's
advertising and, in connection therewith, receives certain fees and commissions
based on the cost of the placement of such advertising. Tangible Media received
payments of fees and commissions from the Company totaling approximately
$1,274,000, $1,147,000 and $1,170,000 in 1997, 1998 and 1999, respectively. The
Company retains the services of a non-affiliated media consulting agency on
matters of advertising creativity.

<PAGE>

Employee, Office Space and Overhead Cost Sharing Arrangements

The Company and Tangible Media have shared certain space at the Company's
principal executive offices and related overhead expenses. Since 1994, Tangible
Media and the Company have been parties to an employee, office space and
overhead cost sharing agreement governing the Company's sharing of employees,
office space and overhead expenses (the "Cost Sharing Agreement"). Under the
Cost Sharing Agreement, any party thereto may through its employees provide
services to another party, upon request, whereupon the party receiving services
shall be obligated to reimburse the providing party for the cost of such
employees' salaries and benefits accrued for the time devoted by such employees
to providing services. Under the Cost Sharing Agreement, Tangible Media is
obligated to reimburse the Company for 18% of the rent paid under the sublease
for the space, which obligations reflect the approximate percentage of floor
space occupied by Tangible Media. The Cost Sharing Agreement also requires
Tangible Media to reimburse the Company for any related overhead expenses
comprised of commercial rent tax, repair and maintenance costs and telephone and
facsimile services, in proportion to its percentage occupancy. The Cost Sharing
Agreement is coterminous with the term of the Company's sublease for its
executive offices. The Company paid approximately $38,000 and $147,000 in 1997
and 1998, respectively, to Tangible Media under this Agreement. However, under
this Agreement, Tangible Media paid approximately $155,000 to the Company in
1999.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of Common Stock and 8% Preferred Stock, as of March 15, 2000, by (i)
each person known by the Company to be the beneficial owner of 5% or more of the
outstanding Common Stock or 8% Preferred Stock (based, in part, upon copies of
all Schedules 13D and 13G provided to the Company), (ii) each director of the
Company, (iii) each Named Executive Officer and (iv) all executive officers and
directors of the Company as a group. Because the voting or dispositive power of
certain shares listed in the table is shared, the same securities are sometimes
listed opposite more than one name in the table and the sharing of voting or
dispositive power is described in a footnote. The total number of shares of
Common Stock and 8% Preferred Stock listed below for directors and executive
officers as a group eliminates such duplication.

Each share of 8% Preferred Stock is convertible by its holder into
1.039 shares of Common Stock. The table assumes that no unexercised warrants for
the purchase of stock of the Company have been exercised. As far as the Company
is aware, none of the stockholders named in the table owns any warrants for the
purchase of stock of the Company.

Under the rules of the Securities and Exchange Commission, beneficial
ownership of a share of 8% Preferred Stock constitutes beneficial ownership of
1.039 shares of Common Stock (the amount into which the 8% Preferred Stock is
convertible). Beneficial ownership of Common Stock is shown in the main part of
the table and the portion of that beneficial ownership traceable to beneficial
ownership of 8% Preferred Stock is set forth in the footnotes.

<PAGE>

The Schedules 13D and 13G that the Company used in compiling the table
take differing positions as to whether shares of stock covered by the
Stockholders' Agreement are held with "shared voting power." The table does not
attempt to reconcile those differences.

Shares of Common Stock Beneficially Owned

Sole Voting Shared Voting Sole Dispositive Shared Dispositive
Power Power Power Power
----------------- ---------------- ----------------- -------------------
Five Percent Stockholders,
Directors Percent Percent Percent Percent Percent
and Executive Officers Number of Class Number of Class Number of Class Number of Class
- -------------------------------- -------- -------- ---------- ------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>

Avi Arad (1)(2)....................... -- * 30,105,992 65.6% 4,650,000 13.6% -- *
1698 Post Road East
Westport, Connecticut 06880
Isaac Perlmutter(2)(3)................ -- * 30,105,992 65.6% 14,443,029 37.5% -- *
P.O. Box 1028
Lake Worth, Florida 33460
The Chase Manhattan Corporation(2)(4).. -- * 30,105,992 65.6% 2,180,334 6.3% -- *
270 Park Avenue
New York, New York 10017
Morgan Stanley & Co.
Incorporated(2)(5)..................... -- * 30,105,992 65.6% -- * 5,163,449 14.1%
1585 Broadway
New York, New York 10036
Whippoorwill Associates, Inc.
as agent of and/or general
partner for certain institutions
and funds (6).......................... -- * 3,745,927 10.4% -- * 3,745,927 10.4%
11 Martine Avenue
White Plains, NY 10606
Value Partners, Ltd.(7).............. 4,360,420 12.4% -- * 4,360,420 10.4% -- *
Suite 808
4514 Cole Avenue
Dallas, Texas 75205
Mark H. Rachesky, M.D. (8)........... -- * 2,115,042 5.9& -- * 2,115,042 5.9%
Morton E. Handel (9)................. 27,667 * -- * -- * -- *
F. Peter Cuneo (10).................. 187,714 * -- * -- * -- *
Sid Ganas(11)........................ 16,667 * -- * -- * -- *
Shelley F. Greenhaus (12)............ 26,667 * -- * -- * -- *
James F. Halpin (13)................. 31,667 * -- * -- * -- *
Michael M. Lynton (13)............... 26,667 * -- * -- * -- *
Lawrence Mittman (13)................ 26,667 * -- * -- * -- *
Rod Perth (13)....................... 26,667 * -- * -- * -- *
Michael J. Petrick................... -- * -- * -- * -- *
Alan Fine (14)....................... 216,667 * -- * -- * -- *
David J. Fremed (15)................. 50,000 * -- * -- * -- *
William Jemas........................ -- * -- * -- * -- *
Allen S. Lipson ..................... 1,000 * -- * -- * -- *
Richard Ungar........................ -- * -- * -- * -- *
Eric Ellenbogen(16).................. 240,000 * -- * -- * -- *
William H. Hardie, III (17).......... -- * -- * -- * -- *
Robert S. Hull(18)................... 66,667 * -- * -- * -- *
All current executive officers and
directors as a group
(16 persons)(2)(19).............. 445,169 1.3% 30,105,992 65.6% 19,809,413 57.0% -- *

</TABLE>
- -------------------
* Less than 1%.

<PAGE>

(1) Figures include 500,000 shares of Common Stock subject to stock options
granted to Mr. Arad pursuant to the Stock Incentive Plan which are
immediately exercisable. Mr. Arad is a party to the Stockholders'
Agreement. Except for the 4,650,000 shares over which Mr. Arad may be
deemed to have sole dispositive power, shares over which Mr. Arad may be
deemed to have shared voting power (which include shares of Common Stock
underlying 10,562,661 shares of 8% Preferred Stock) are beneficially owned
by other parties to the Stockholders' Agreement and it is only by reason of
Mr. Arad's position as a party to the Stockholders' Agreement that Mr. Arad
may be deemed to possess that shared voting power.

(2) Figures in the table and in the footnotes for the number of shares
beneficially owned by parties to the Stockholders' Agreement do not include
shares beneficially owned by Dickstein Partners Inc. and certain of its
affiliates that are signatories to the Stockholders' Agreement. Shares of
Common Stock beneficially owned by Dickstein Partners Inc. and those
affiliates are covered by the Stockholders' Agreement, but the Company does
not know the number of those shares. Dickstein Partners Inc. and its
affiliates beneficially own less than 5% of the Common Stock and no longer
file ownership reports on Schedules 13D or 13G with the Securities and
Exchange Commission.

(3) Mr. Perlmutter is a party to the Stockholders' Agreement.

(a) Figures include 13,334 shares of Common Stock subject to stock options
granted to Mr. Perlmutter pursuant to the Stock Incentive Plan which are
immediately exercisable. Other shares over which Mr. Perlmutter may be
deemed to have sole dispositive power are directly held as follows:

<TABLE>

Holder Shares of Common Stock Shares of 8% Preferred Stock
--------------------------------------------------------- ---------------------- ----------------------------
<S> <C> <C>
Zib......................................................... 9,256,000 --
The Laura and Isaac Perlmutter Foundation Inc............... 250,000 --
Object Trading Corp......................................... 33,500 3,856,390
Classic Heroes, Inc......................................... 0 255,000
Biobright Corporation....................................... 0 255,000
Isaac Perlmutter T.A........................................ 0 320,998
Isaac Perlmutter............................................ 20,000 --
</TABLE>

The sole stockholder of Zib, a Delaware corporation, is Isaac Perlmutter
T.A., a Florida trust (the "Perlmutter Trust"). Mr. Perlmutter is a trustee
and the sole beneficiary of the Perlmutter Trust, and may revoke it at any
time. Mr. Perlmutter is a director and the president of the Laura and Isaac
Perlmutter Foundation Inc., a Florida not-for-profit corporation. Mr.
Perlmutter is the sole stockholder of (i) Object Trading Corp., a Delaware
corporation, (ii) Classic Heroes, Inc., a Delaware corporation and (iii)
Biobright Corporation, a Delaware corporation. Mr. Perlmutter may be deemed
to possess (i) the power to vote and dispose of the shares of Common Stock
directly held by Zib, Object Trading Corp., Classic Heroes, Inc., Biobright
Corporation and the Perlmutter Trust and (ii) the power to direct the vote
and disposition of the shares of Common Stock directly held by the Laura
and Isaac Perlmutter Foundation Inc.

(b) Except for the 14,443,029 shares over which Mr. Perlmutter may be
deemed to have sole dispositive power (which include shares of Common Stock
underlying 4,687,388 shares of 8% Preferred Stock), shares over which Mr.
Perlmutter may be deemed to have shared voting power (which include shares
of Common Stock underlying 10,562,661 shares of 8% Preferred Stock) are
beneficially owned by parties to the Stockholders' Agreement which are
unaffiliated with Mr. Perlmutter and it is only by reason of Mr.
Perlmutter's position as a party to the Stockholders' Agreement that Mr.
Perlmutter may be deemed to possess that shared voting power.

(4) (a) Shares over which The Chase Manhattan Corporation, a Delaware
corporation, may be deemed to have sole dispositive power are held directly
by The Chase Manhattan Bank, a New York corporation that is wholly owned by
The Chase Manhattan Corporation. The Chase Manhattan Bank is a party to the
Stockholders' Agreement.

(b) Except for the 2,180,334 shares over which The Chase Manhattan
Corporation may be deemed to have sole dispositive power (which include
shares of Common Stock underlying 858,092 shares of 8% Preferred Stock),
shares over which The Chase Manhattan Corporation may be deemed to have
shared voting power (which include shares of Common Stock underlying
10,562,661 shares of 8% Preferred Stock) are beneficially owned by parties
to the Stockholders' Agreement which are unaffiliated with The Chase
Manhattan Corporation and it is only by reason of The Chase Manhattan
Bank's position as a party to the Stockholders' Agreement that The Chase
Manhattan Corporation may be deemed to possess that shared voting power.

<PAGE>

(5) Morgan Stanley is a party to the Stockholders' Agreement. Morgan Stanley
shares dispositive power over 5,163,449 shares with its parent, Morgan
Stanley Dean Witter & Co. Except for those 5,163,449 shares (which include
shares of Common Stock underlying 2,681,047 shares of 8% Preferred Stock),
shares over which Morgan Stanley may be deemed to have shared voting power
(which include shares of Common Stock underlying 10,562,661 shares of 8%
Preferred Stock) are beneficially owned by parties to the Stockholders'
Agreement which are unaffiliated with Morgan Stanley and it is only by
reason of Morgan Stanley's position as a party to the Stockholders'
Agreement that Morgan Stanley may be deemed to possess that shared voting
power.

(6) Whippoorwill may be deemed to be the beneficial owner of these shares
(which include shares of Common Stock underlying 2,278,284 shares of 8%
Preferred Stock) because it has discretionary authority with respect to the
investments of, and acts as agent for, the direct holders of the shares.
Whippoorwill disclaims any beneficial ownership of Common Stock or 8%
Preferred Stock except to the extent of Whippoorwill's pecuniary interest
in that stock, if any. Whippoorwill, as agent of and/or general partner for
certain institutions and funds, is a party to the Stockholders' Agreement.
Figures include 76,747 shares of Common Stock (which include shares of
Common Stock underlying 46,545 shares of 8% Preferred Stock) that are not
subject to the Stockholders' Agreement.

(7) Timothy G. Ewing, as managing general partner of Value Partners, Ltd., may
direct the vote and disposition of the shares beneficially owned by Value
Partners, Ltd. and may also direct the vote and disposition of an
additional 1,990 shares of Common Stock that he beneficially owns.

(8) Based on a Schedule 13G filed with the Securities and Exchange Commission
on November 12, 1999 by (i) MHR Institutional Partners LP, a Delaware
limited partnership ("Institutional Partners"); (ii) MHRM Partners LP, a
Delaware limited partnership ("MHRM"); (iii) MHR Capital Partners LP, a
Delaware limited partnership ("Capital Partners"); (iv) MHR Institutional
Advisors LLC, a Delaware limited liability company ("Institutional
Advisors") and the general partner of Institutional Partners and MHRM; (v)
MHR Advisors LLC, a Delaware limited liability company ("Advisors") and the
general partner of Capital Partners; and (vi) Mark H. Rachesky, M.D., the
managing member of Institutional Advisors and Advisors. Each party named in
this footnote has an office at 40 West 57th Street, 33rd Floor, New York,
NY 10019. Figures include shares of Common Stock underlying 1,957,663
shares of 8% Preferred Stock.

(9) Figures include 33,334 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.

(10) Figures include 187,500 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable and 214 shares of Common Stock, of which Mr. Cuneo disclaims
beneficial ownership, owned by Mr. Cuneo's son.

(11) Figures include 6,667 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.

(12) Figures include 13,334 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable. Does not include shares held by various institutions and funds
with respect to whose investments Whippoorwill has discretionary authority
and for which Whippoorwill acts as agent. Mr. Greenhaus is the president
and managing director of Whippoorwill. Mr. Greenhaus disclaims beneficial
ownership of the shares of Common Stock and 8% Preferred Stock owned by
discretionary accounts managed by Whippoorwill as set forth above except to
the extent of his pecuniary interest in that stock, if any.

(13) Figures include 13,334 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.

(14) Figures include 216,667 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.

(15) Figures include 50,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.

(16) Mr. Ellenbogen is no longer employed by the Company. Figures include
240,000 shares of Common Stock subject to stock options granted pursuant to
the Stock Incentive Plan which are immediately exercisable.

<PAGE>

(17) Mr. Hardie is no longer employed by the Company.

(18) Mr. Hull is no longer employed by the Company. Figures include 66,667
shares of Common Stock subject to stock options granted pursuant to the
Stock Incentive Plan which are immediately exercisable.

(19) Figures include 625,836 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan which are immediately
exercisable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For a description of certain relationships and related transactions
involving individuals who served during 1999 on the Board's Compensation and
Nominating Committee (or its predecessor), see "Item 11. Executive
Compensation-Compensation Committee Interlocks and Insider Participation."

Notes Offering

Morgan Stanley, a beneficial owner of more than 5% of the Company's
Common Stock, acted as a placement agent in the previously described Notes
Offering, which the Company completed on February 25, 1999. The Notes were
offered only (i) to qualified institutional buyers under Rule 144A of the
Securities Act and (ii) outside the United States in compliance with Regulation
S. As a placement agent, Morgan Stanley purchased the Notes from the Company at
a discount. The Company and certain of its subsidiaries, on the one hand, and
the placement agents (including Morgan Stanley), on the other hand, agreed to
indemnify each other against certain liabilities in connection with the Notes
Offering, including liabilities under the Securities Act.

Other Agreements with Affiliates

On March 5, 1999, the Company engaged Morgan Stanley to provide financial
advice and assistance. In exchange for those services, the Company has agreed to
pay Morgan Stanley a fee of $1,750,000.

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Documents Filed with this Report

1. Financial Statements

See the accompanying Index to Financial Statements
and Financial Statement Schedule on page F-1.

2. Financial Statement Schedule

See the accompanying Index to Financial Statements
and Financial Statement Schedule on page F-1.

3. Exhibits

See the accompanying Exhibit Index appearing on page
46.

(b) Reports on Form 8-K. During the last quarter of 1999, the Company filed
the following Current Reports on Form 8-K:

1. Current Report on Form 8-K dated October 14, 1999,
reporting Items 5 and 7.

33
<PAGE>

EXHIBIT INDEX
Exhibit No.

2.1 Fourth Amended Joint Plan of Reorganization for Marvel Entertainment
Group, Inc. dated July 31, 1998 and filed with the United States
District Court for the District of Delaware on July 31, 1998, with
attached exhibits. (Incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K dated October 13, 1998 and filed
with the Securities and Exchange Commission on October 14, 1998.)

2.2 Asset Purchase Agreement by and among Fleer Corp., Frank H. Fleer
Corp. and SkyBox International Inc. and Golden Cycle, LLC, dated as of
January 29, 1999. (Incorporated by reference to Exhibit 2.2 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1998.)

3.1 Restated Certificate of Incorporation. (Incorporated by reference to
Exhibit 4.1 of the Company's Current Report on Form 8-K dated October
13, 1998 and filed with the Securities and Exchange Commission on
October 14, 1998.)

3.2 Bylaws (as restated and amended). (Incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.)

4.1 Article V of the Restated Certificate of Incorporation (see Exhibit
3.1, above), defining the rights of holders of Common Stock.

4.2 Article VI of the Restated Certificate of Incorporation (see Exhibit
3.1, above), defining the rights of holders of 8% Preferred Stock.

4.3 Indenture, dated as of February 25, 1999, defining the rights of
holders of 12% senior notes due 2009. (Incorporated by reference to
Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.)

4.4 Plan Warrant Agreement, dated as of October 1, 1998, between the
Registrant and American Stock Transfer & Trust Company, as warrant
agent. (Incorporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K dated October 13, 1998 and filed with the
Securities and Exchange Commission on October 14, 1998.)

4.5 Class A Warrant Agreement, dated as of October 1, 1998, between the
Registrant and American Stock Transfer & Trust Company, as warrant
agent. (Incorporated by reference to Exhibit 4.3 to the Company's
Current Report on Form 8-K dated October 13, 1998 and filed with the
Securities and Exchange Commission on October 14, 1998.)

4.6 Class B Warrant Agreement, dated as of October 1, 1998, between the
Registrant and American Stock Transfer & Trust Company, as warrant
agent. (Incorporated by reference to Exhibit 4.4 to the Company's
Current Report on Form 8-K dated October 13, 1998 and filed with the
Securities and Exchange Commission on October 14, 1998.)

4.7 Class C Warrant Agreement, dated as of October 1, 1998, between the
Registrant and American Stock Transfer & Trust Company, as warrant
agent. (Incorporated by reference to Exhibit 4.5 to the Company's
Current Report on Form 8-K dated October 13, 1998 and filed with the
Securities and Exchange Commission on October 14, 1998.)

10.1 Revolving Credit Facility between the Company and Citibank N.A. dated
as of April 1, 1999. (Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.)

10.2 Security Agreement, dated as of April 1, 1999, among the Company, the
subsidiary guarantors party thereto and Citibank N.A., as collateral
agent. (Incorporated by reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.)

10.3 Stockholders' Agreement, dated as of October 1, 1998, by and among the
Registrant, Avi Arad, the Dickstein Entities (as defined therein), the
Perlmutter Entities (as defined therein), The Chase Manhattan Bank,
Morgan Stanley & Co. Incorporated, and Whippoorwill Associates,
Incorporated, as agent of and/or general partner for certain accounts.
(Incorporated by reference to Exhibit 99.4 to the Company's Current
Report on Form 8-K/A dated and filed with the Securities and Exchange
Commission on October 16, 1998.)

<PAGE>

10.4 Stock Purchase Agreement, dated as of October 1, 1998, by and among
the Registrant and Dickstein & Co., L.P., Dickstein Focus Fund L.P.,
Dickstein International Limited, Elyssa Dickstein, Jeffrey Schwarz and
Alan Cooper as Trustees U/T/A/D 12/27/88, Mark Dickstein, Grantor,
Mark Dickstein and Elyssa Dickstein, as Trustees of the Mark and
Elyssa Dickstein Foundation, Elyssa Dickstein, Object Trading Corp.,
and Whippoorwill Associates, Incorporated. (Incorporated by reference
to Exhibit 99.3 to the Company's Current Report on Form 8-K/A dated
and filed with the Securities and Exchange Commission on October 16,
1998.)

10.5 Registration Rights Agreement, dated as of October 1, 1998, by and
among the Registrant, Dickstein & Co., L.P., Dickstein Focus Fund
L.P., Dickstein International Limited, Elyssa Dickstein, Jeffrey
Schwarz and Alan Cooper as Trustees U/T/A/D 12/27/88, Mark Dickstein,
Grantor, Mark Dickstein and Elyssa Dickstein, as Trustees of the Mark
and Elyssa Dickstein Foundation, Elyssa Dickstein, Object Trading
Corp., Whippoorwill/Marvel Obligations Trust - 1997, and Whippoorwill
Associates, Incorporated. (Incorporated by reference to Exhibit 99.5
to the Registrant's Current Report on Form 8-K/A dated and filed with
the Securities and Exchange Commission on October 16, 1998.)

10.6 Registration Rights Agreement, dated as of December 8, 1998, by and
among the Registrant, Marvel Entertainment Group, Inc., Avi Arad,
Isaac Perlmutter, Isaac Perlmutter T.A., The Laura & Isaac Perlmutter
Foundation Inc., and Zib Inc. (Incorporated by reference to Exhibit
10.4 of the Registrants Annual Report on Form 10-K for the year ended
December 31, 1998.)

10.7 Registration Rights Agreement, dated February 25, 1999, by and among
the Registrant, certain subsidiaries of the Registrant, Morgan Stanley
& Co. Incorporated and Warburg Dillon Read LLC. (Incorporated by
reference to Exhibit 10.5 of the Company's Annual Report on Form
10-K for the year ended December 31, 1998.)

10.8 Lease dated as of July 1, 1986, between 387 P.A.S. Enterprises and
Cadence Industries Corporation (9th Floor). (Incorporated by reference
to Exhibit 10.7 to the Registration Statement of Marvel Entertainment
Group, Inc. on Form S-1, File No. 33-40574, dated May 14, 1991.)

10.9 Lease Modification and Extension Agreement dated as of July 1, 1991,
between 387 P.A.S. Enterprises and the Marvel Entertainment Group,
Inc. (9th, 10th, 11th and 12th Floors). (Incorporated by reference to
Exhibit 10.9 to the Annual Report on Form 10-K of Marvel Entertainment
Group, Inc. for the fiscal year ended December 31, 1991.)

10.10 Lease, dated December 3, 1993, by and between 200 Fifth Avenue
Associates and the Registrant. (Incorporated by reference to Exhibit
10.4 to the Company's Registration Statement on Form S-1, File No.
33-87268.)

10.11 Sublease, dated December 19, 1996, by and between Gruner & Jahr USA
Publishing and the Registrant. (Incorporated by reference to Exhibit
10.5 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.)

10.12 License Agreement, dated March 1, 1993, by and between the Registrant
and Gerber Products Company as amended by Amendment thereto, dated
April 5, 1995. (Incorporated by reference to Exhibit 10.13 to the
Company's Registration Statement on Form S-1, File No. 33-87268 and
Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.) (Confidential treatment has been
requested for a portion of this exhibit.)

10.13 Master License Agreement, dated as of April 30, 1993, between Avi Arad
& Associates and the Registrant. (Incorporated by reference to Exhibit
10.21 to the Company's Registration Statement on Form S-1, File No
33-87268.)

10.14 Separation Agreement made on July 16, 1999 by and between Eric
Ellenbogen and the Company.(Incorporated by reference to Exhibit 10.3
of the Company's Quartely Report on Form 10-Q for the quarter ended
June 30, 1999)*

10.15 Employment Agreement between the Company and F. Peter Cuneo, dated as
of July 19, 1999. (Incorporated by reference to Exhibit 10.4 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.)*

<PAGE>

10.16 Employment Agreement, dated as of September 30, 1998, by and between
Avi Arad and the Company. (Incorporated by reference to Exhibit 10.14
of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.)*

10.17 Employment Agreement by and between the Company and Alan Fine, dated
as of March 1, 1999. (Incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.)*

10.18 Employment Agreement, dated as of January 1, 1998, by and between
David J. Fremed and the Company. (Incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1998.)*

10.19 Employment Agreement, dated as of October 29, 1999, between the
Company and Richard Ungar.*

10.20 Loan Out Agreement, dated as of October 29, 1999, between the Company
and Brentwood Television Funnies, Inc..*

10.21 Employment Agreement, dated as of October 29, 1999, between the
Company and Allen S. Lipson.*

10.22 Employment Agreement, dated as of January 26, 2000, between the
Company and Bill Jemas.*

10.23 1998 Stock Incentive Plan. (Incorporated by reference to Annex A of
the Company's Information Statement on Schedule 14C, filed with the
Securities and Exchange Commission on December 30, 1998.)*

10.24 Amended and Restated Master Agreement, dated as of November 19, 1997,
by and among the Registrant, certain secured creditors of Marvel and
certain secured creditors of Panini SpA and Amendments 1 and 2
thereto. (Incorporated by reference to Exhibit 10.26 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.)

10.25 Amended and Restated Proxy and Stock Option Agreement, dated as of
November 19, 1997, between the Company and Avi Arad (Incorporated by
reference to Exhibit 10.2 to the Company's Current Report on Form 8-K
dated November 24, 1997).

10.26 Amended and Restated Proxy of Stock Option Agreement, dated as of
November 19, 1997 among the Company, Isaac Perlmutter, Isaac
Perlmutter T.A. and Zib Inc. (Incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K dated November 24,
1997).

10.27 Commitment Letter, dated as of November 19, 1997, by and between the
Registrant, Dickstein Partners Inc., and Zib Inc. (Incorporated by
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
dated November 24, 1997).

10.28 Agreement, dated as of November 19, 1997, by and among Dickstein
Partners, Inc., Isaac Perlmutter, Avi Arad and Joseph M. Ahearn
(Incorporated by reference to Exhibit 10.4 to the Company's Current
Report on Form 8-K dated November 24, 1997).

21 Subsidiaries of the Registrant.

23 Consent of Independent Auditors.

23.1 Consent of Independent Auditors.

24 Power of attorney (included on signature page hereto).

27 Financial Data Schedule.

* Management contract or compensatory plan or arrangement.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

MARVEL ENTERPRISES, INC.

/s/ F. Peter Cuneo
By:-----------------------
F. Peter Cuneo

President and Chief Executive Officer

Date:March 29, 2000

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Allen S. Lipson his true and lawful attorney-in-fact with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Report and to
cause the same to be filed, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting to said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing whatsoever requisite or desirable to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
acts and things that said attorney-in-fact and agent, or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
- --------------- ------------------------------ --------------
/s/F. Peter Cuneo President, Chief Executive Officer March 29, 2000
- ----------------- and Director (principal executive officer)
F. Peter Cuneo

/s/ David J.Fremed Senior Vice President and Acting Chief March 29, 2000
- ------------------ Financial Officer (principal financial and
David J.Fremed accounting officer)

/s/ Morton E. Handel Chairman of the Board of Directors March 27, 2000
- --------------------
Morton E. Handel

/s/ Avi Arad Director March 27, 2000
- ------------------
Avi Arad

/s/Sid Ganis Director March 28, 2000
- ------------------
Sid Ganis

/s/ Shelley F. Greenhaus Director March 27, 2000
- ------------------------
Shelley F. Greenhaus

Director March , 2000
- -------------------
James F. Halpin

Director March , 2000
- --------------------
Michael M. Lynton

/s/ Lawrence Mittman Director March 28, 2000
- ---------------------
Lawrence Mittman

/s/ Isaac Perlmutter Director March 28, 2000
- ---------------------
Isaac Perlmutter

/s/ Rod Perth Director March 24, 2000
- ---------------------
Rod Perth

/s/Michael J. Petrick Director March 29, 2000
- --------------------
Michael J. Petrick

<PAGE>

INDEX TO FINANCIAL STATEMENTS

AND FINANCIAL STATEMENTS SCHEDULE
<TABLE>
<CAPTION>

Marvel Enterprises, Inc. (f/k/a Toy Biz, Inc.) Page
- ---------------------------------------------- -----
<S> ` <C>

Report of Independent Auditors.......................................................................... F-2
Consolidated Balance Sheets as of December 31, 1998 and December 31, 1999............................... F-3
Consolidated Statements of Operations for the years ended December 31, 1997, 1998, and 1999............. F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1997, 1998, and
1999................................................................................................. F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998, and 1999............. F-6
Notes to Consolidated Financial Statements.............................................................. F-7

Financial Statement Schedule

- -----------------------------
Schedule II-Valuation and Qualifying Accounts........................................................... F-33

</TABLE>

All other schedules prescribed by the accounting regulations of the
Commission are not required or are inapplicable and therefore have been omitted.

F-1

<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders of Marvel Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of Marvel
Enterprises, Inc. (formerly Toy Biz, Inc.) and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1999. Our audits also included the Financial Statement
Schedule listed in the Index at Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with the auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Marvel
Enterprises, Inc. and subsidiaries at December 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein

/S/ ERNST & YOUNG LLP

New York, New York
February 8, 2000

F-2

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

December 31, December 31,
1998 1999
------------ ----------
(in thousands, except
share data)
<S> <C> <C>
ASSETS
Current assets:

Cash and cash equivalents...................................................... $ 43,691 $64,814
Accounts receivable, net....................................................... 50,312 55,841
Inventories, net .............................................................. 32,598 39,385
Assets held for resale ........................................................ 26,000 --
Income tax receivable ......................................................... 7,396 --
Deferred income taxes, net .................................................... 538 7,042
Deferred financing costs....................................................... 8,281 1,384
Prepaid expenses and other..................................................... 3,768 4,443
------------ --------
Total current assets.................................................... 172,584 172,909
.
Molds, tools and equipment, net.................................................. 15,548 17,226
Product and package design costs, net ........................................... 5,909 6,949
Goodwill and other intangibles, net ............................................. 487,731 440,361
Income tax receivable ........................................................... -- 1,327
Deferred charges and other assets................................................ 5,053 6,512
Deferred financing costs......................................................... -- 9,353
Deferred income taxes, net ...................................................... 3,079 --
------------- --------

Total assets............................................................. $ 689,904 $654,637
============ ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................... $ 7,294 $ 9,613
Accrued expenses and other .................................................... 70,672 53,380
Borrowings..................................................................... 200,000 --
Administrative claims payable.................................................. 19,914 9,507
Unsecured creditors payable ................................................... 8,096 8,490
----------- --------
Total current liabilities................................................ 305,976 80,990
Senior notes..................................................................... -- 250,000
Panini liability ................................................................ 27,000 --
Deferred income taxes .......................................................... 924 1,094
----------- --------
Total liabilities........................................................ 333,900 332,084
----------- --------
8% cumulative convertible exchangeble redeemable preferred stock, $.01 par
value, 75,000,000 shares authorized, 17,238,000 issued and outstanding in
1998 and 18,677,460 issued and 186,790 outstanding in 1999, liquidation
preference $10 per share..................................................... 172,380 186,790
----------- --------

Stockholders' equity

Preferred stock, $.01 par value, 25,000,000 shares authorized, none issued....... -- --
Common stock, $.01 par value, 250,000,000 shares authorized, 40,846,127 issued
and 33,452,127 outstanding in 1998 and 40,951,241 issued and 33,557,241
outstanding in 1999.......................................................... 408 409
Additional paid-in capital....................................................... 215,035 215,184
Retained earnings(deficit)....................................................... 1,136 (46,875)
------------ --------
Total stockholders' equity before treasury stock......................... 216,579 168,718
Treasury stock, 7,394,000 shares................................................. (32,955) (32,955)
------------- ---------
Total stockholders' equity .............................................. 183,624 135,763
------------ --------

Total liabilities, redeemable convertible preferred stock and
stockholders' equity................................................. $ 689,904 $ 654,637
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.

F-3

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

Years Ended December 31,
------------------------------

1997 1998 1999
----------- --------- ----------
(in thousands, except per share data)
<S> <C> <C> <C>
Net sales......................................................... $ 150,812 $ 232,076 $319,645
Cost of sales..................................................... 106,951 127,978 150,858
--------- ---------- -------
Gross profit...................................................... 43,861 104,098 168,787
Operating expenses: --------- ---------- --------
Selling, general and administrative.......................... 72,081 97,135 124,596
Depreciation and amortization................................ 20,548 19,332 18,078
Amortization of goodwill and other intangibles............... 520 7,091 25,857
--------- ---------- --------
Total expenses.......................................... 93,149 123,558 168,531
--------- ---------- --------
Operating (loss) income........................................... (49,288) (19,460) 256
Interest expense.................................................. (776) (9,440) (32,077)
Other income, net................................................. 414 676 4,043
--------- ---------- ---------
Loss before income taxes..................................... (49,650) (28,224) (27,778)
Income tax (benefit) expense ................................ (20,185) 4,386 4,482
--------- ---------- ---------
Net loss before extraordinary item...................... $(29,465) $ (32,610) $(32,260)
Extraordinary item, net of tax benefit of $1,021.................. -- -- 1,531
--------- ---------- ----------
Net loss.................................................. $(29,465) $ (32,610) $ (33,791)
--------- ---------- ----------
Less: preferred dividend requirement.............................. 71 3,380 14,220
--------- ---------- ----------
Net loss attributable to Common Stock........................ $(29,536) $ (35,990) $ (48,011)
========= ========== ==========
Basic and diluted net loss per common share:

Net loss before extraordinary item............................. $ (1.06) $ (1.23) $ (1.39)
Extraordinary item............................................. -- -- $ (0.04)
--------- ---------- ----------
Net loss....................................................... $ (1.06) $ (1.23) $ (1.43)
======== ========== ==========
Weighted average number of common shares outstanding........... 27,746 29,173 33,533

</TABLE>

See Notes to Consolidated Financial Statements.

F-4

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

Common Common Additional Retained
Stock Stock Paid-In Earnings Treasury
Shares Amount Capital (Deficit) Stock Total
-------- ------ -------- ---------- -------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996................ 27,743 $277 $70,587 $66,591 -- $137,455
Exercise of stock options................... 3 -- 62 -- -- 62
Accretion of redeemable preferred stock..... -- -- (71) -- -- (71)
Net loss.................................... -- -- -- (29,465) -- (29,465)
-------- ------ --------- ---------- -------- ---------

Balance at December 31, 1997................ 27,746 277 70,578 37,126 -- 107,981
Capital contribution........................ -- -- 1,500 -- -- 1,500
Capital transactions in connection with
acquisition
Issuance of common stock............... 13,100 131 125,957 -- -- 126,088
Valuation of warrants.................. -- -- 17,000 -- -- 17,000
Acquisition of treasury stock.......... (7,394) -- -- -- (32,955) (32,955)
Preferred dividend declared................. -- -- -- (3,380) -- (3,380)
Net loss.................................... -- -- -- (32,610) -- (32,610)
-------- ------- ---------- --------- ---------- --------
Balance at December 31, 1998................ 33,452 $408 $215,035 $1,136 $(32,955) $183,624
Issuance of common stock.................... 80 1 -- -- -- 1
Exercise of stock purchase warrants......... 25 -- 147 -- -- 147
Stock warrants exercised by stockholders..... -- -- 2 -- -- 2
Preferred dividend declared................. -- -- -- (14,220) -- (14,220)
Net loss.................................... -- -- -- (33,791) -- (33,791)
-------- ------- ---------- --------- ------------ -------

Balance at December 31, 1999................ 33,557 $ 409 $215,184 $(46,875) $(32,955) $135,763
========= ====== ========= ========= ========= ========

</TABLE>

See Notes to Consolidated Financial Statements.

F-5

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,
-------------------------------

1997 1998 1999
--------- --------- ----------
(in thousands)
<S> <C> <C> <C>

Net loss............................................................ $(29,465) $(32,610) $ (33,791)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization................................... 21,068 26,423 43,935
Provision for doubtful accounts................................. -- 409 1,721
Deferred financing charges...................................... -- 2,596 2,888
Deferred income taxes........................................... (1,321) 7,494 2,922
Extraordinary item, net......................................... -- -- 1,531
Changes in operating assets and liabilities:
Accounts receivable........................................ 45,076 12,774 (7,544)
Inventories................................................ (2,452) (7,317) (6,798)
Income tax receivable...................................... (17,542) 10,146 6,069
Prepaid expenses and other................................. (581) 2,953 (774)
Deferred charges and other assets.......................... -- (4,918) (2,315)
Accounts payable, accrued expenses and other .............. (2,032) 24,034 (7,029)
--------- ---------- ---------
Net cash provided by operating activities............................ 12,751 41,984 815
--------- --------- ---------

Cash flow used in investing activities:

Acquisition of Marvel Entertainment Group, net of cash received. -- (257,865) --
Payment of administrative claims, net........................... -- (12,985) (10,013)
Net proceeds from sale of Fleer and settlement of Panini........ -- -- 11,980
Purchases of molds, tools and equipment......................... (12,448) (10,702) (13,660)
Expenditures for product and package design costs............... (5,169) (4,955) (7,136)
Patents......................................................... (127) (1,668) (181)
(Purchase) sale of Colorforms assets............................ (4,556) 2,786 --
--------- ---------- ----------
Net cash used in investing activities........................... (22,300) (285,389) (19,010)
--------- ---------- ----------

Cash flow from financing activities:

Proceeds from (payment of) bridge facility...................... -- 200,000 (200,000)
Proceeds from Senior Notes offering, net of offering costs
of $11,022................................................... -- -- 238,978
Exercise of stock options....................................... 62 -- 147
Issuance of Common Stock........................................ -- -- 1
Net borrowings (repayments) under credit agreement.............. 12,000 (12,000) --
Redemption of Preferred Stock................................... (939) -- --
Proceeds from capital contribution.............................. -- 1,500 --
Proceeds from Preferred Stock offering.......................... -- 90,000 --
Proceeds from exercise of Stock Warrants........................ -- -- 192
---------- ---------- ---------
Net cash provided by financing activities....................... 11,123 279,500 39,318
---------- ---------- ---------
Net increase in cash and cash equivalents....................... 1,574 36,095 21,123
Cash and cash equivalents at beginning of year.................. 6,022 7,596 43,691
---------- ---------- ---------
Cash and cash equivalents at end of year........................ $ 7,596 $43,691 $64,814
========== ========== ==========

Supplemental disclosure of cash flow information:

Interest paid during the period................................. $ 820 $ 5,302 $29,768
Net income taxes recovered during the year...................... (476) (12,594) (4,172)
Other non-cash transactions:
Preferred stock dividends....................................... 71 3,380 14,220

Issuance of securities in connection with the acquisition of
Marvel Entertainment Group, Inc., and treasury stock......... -- 189,133 --

</TABLE>

See Notes to Consolidated Financial Statements.

F-6

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

1. Description of Business and Basis of Presentation

The Company designs, markets and distributes boys', girls', preschool,
activity and electronic toys based on popular entertainment properties and
consumer brand names. The Company also designs, markets and distributes its own
line of proprietary toys. The Company's toy business is conducted both
domestically and internationally. Through its acquisition of MEG in 1998, one of
the world's most prominent character-based entertainment companies with a
proprietary library of over 4,500 characters, the Company has entered the
licensing and comic book publishing businesses domestically and internationally.

The term the "Company" and the term "Marvel" each refer to Marvel
Enterprises, Inc., and its subsidiaries after the acquisition. The term "MEG"
refers to Marvel Entertainment Group, Inc., and its subsidiaries, prior to the
consummation of the acquisition, and its emergence from bankruptcy and the term
"Toy Biz, Inc." refers to the Company prior to the consummation of the
acquisition.

Toy Biz, Inc. was formed on April 30, 1993 pursuant to a Formation and
Contribution Agreement ( "Formation Agreement "), entered into by a predecessor
company to Toy Biz, Inc. (the "Predecessor Company "), Mr. Isaac Perlmutter (the
sole stockholder of the Predecessor Company), MEG and Avi Arad ( "Mr. Arad ").
The Predecessor Company had been MEG's largest toy licensee. The Predecessor
Company was incorporated in 1990, pursuant to an asset purchase agreement with
Charan Industries, Inc.

In accordance with the Formation Agreement, the Predecessor Company
contributed all of its and an affiliate's assets ($23,335,000) and certain
specified liabilities ($21,949,000) to Toy Biz, Inc. for 44% of Toy Biz, Inc.'s
capital stock. Such specified liabilities included approximately $15,363,000 due
to Mr. Perlmutter and other affiliated companies of the Predecessor Company. A
portion of the assumed liabilities due to Mr. Perlmutter was paid in cash
($8,752,000) and the remainder of the assumed liabilities due to Mr. Perlmutter
was converted into a promissory note ($6,611,000). MEG made a capital
contribution of $500,000 for 46% of Toy Biz, Inc.'s capital stock and a loan, in
the form of a note, of $8,507,000. In addition, MEG granted Toy Biz, Inc. an
exclusive, perpetual and paid up license to design and distribute toys based on
MEG characters. Pursuant to the Formation Agreement, in exchange for the
contribution to Toy Biz, Inc. of his interests in certain license agreements
with Toy Biz, Inc. and cash, Mr. Arad received 10% of Toy Biz, Inc.'s capital
stock. In addition, Toy Biz, Inc. granted Mr. Arad the Arad Stock Option (the
"Option") to acquire an additional 10% of Toy Biz, Inc.'s capital stock. Mr.
Arad also agreed to enter into the Arad Consulting Agreement and the Master
License Agreement.

On October 1, 1998, pursuant to the Fourth Amended Joint Plan of
Reorganization proposed by the senior secured lenders of MEG and Toy Biz, Inc.
(the "Plan"), MEG became a wholly-owned subsidiary of Toy Biz, Inc. Toy Biz,
Inc. also changed its name to Marvel Enterprises, Inc. on that date. The
acquisition of MEG was accounted for using the purchase method of accounting.
The results of the acquired business have been included in the Company's
consolidated results of operations from October 1, 1998. The Plan was confirmed
on July 31, 1998 by the United States District Court for the District of
Delaware, which had been administering the MEG bankruptcy cases, and was
approved by the Company's stockholders at a meeting on September 11, 1998.

F-7

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

In accordance with the Plan, the Toy Biz, Inc. stockholders, other than
MEG, immediately after the Reorganization continued to own approximately 40% of
the outstanding common stock of the Company (assuming the conversion of all of
the shares of 8% Cumulative Convertible Exchangeable Preferred Securities (the
8% Preferred Stock") issued by the Company pursuant to the Plan but not assuming
the exercise of any warrants issued pursuant to the Plan) and the senior secured
lenders of MEG received (i) approximately $231.8 million in cash and (ii) common
and 8% Preferred Stock issued by the Company which (assuming the conversion of
all 8% Preferred Stock) represent approximately 42% of the common stock of the
Company. Investors purchased 9.0 million shares of 8% Preferred Stock that,
represent approximately 18% of the common stock of the Company (assuming the
conversion of all 8% Preferred Stock). Under the Plan, holders of allowed
unsecured claims of MEG ("Unsecured Creditors") will receive (i) up to $8.0
million in cash and (ii) between 1.0 million and 1.75 million warrants having a
term of four years and entitling the holders to purchase common stock of the
Company at $17.25 per share. The exact amount of cash and warrants to be
distributed to the Unsecured Creditors will be determined by reference to the
aggregate amount of allowed unsecured claims. In addition, Unsecured Creditors
will receive (i) distributions from any future recovery on certain litigation
and (ii) a portion of the Stockholder Warrants as described below. Finally, the
Plan provides that three other series of warrants (the "Stockholder Warrants")
will be distributed to the Unsecured Creditors, to former holders of shares of
MEG common stock, to holders of certain class securities litigation claims
arising in connection with the purchase and sale of MEG common stock and to
LaSalle National Bank. The Stockholder Warrants consist of (a) three-year
warrants to purchase 4.0 million shares of common stock of the Company at $12.00
per share, (b) six-month warrants to purchase 3.0 million shares of 8% Preferred
Stock for $10.65 per share subject to increase based upon the date of issuance
of the six-month warrants and (c) four-year warrants to purchase 7.0 million
shares of common stock of the Company at $18.50 per share. The recipients of the
Stockholder Warrants will also be entitled to receive distributions from any
future recovery on certain litigation. Certain other cash distributions were
also provided for by the Plan in connection with settling certain of the
disputes arising out of MEG's bankruptcy.

In accordance with the Plan, two litigation trusts were formed on the
consummation date of the Plan. Each litigation trust is now the legal owner of
litigation claims that formerly belonged to MEG and its subsidiaries. The
primary purpose of one of the trusts (the "Avoidance Litigation Trust") is to
pursue bankruptcy avoidance claims. The primary purpose of the other trust (the
"MAFCO Litigation Trust") is to pursue certain litigation claims against Ronald
O. Perelman and various related entities and individuals. The Company has agreed
to lend up to $1.1 million to the Avoidance Litigation Trust and up to $1.0
million to the MAFCO Litigation Trust, in each case on a revolving basis to fund
the trust's professional fees and expenses. Each litigation trust is obligated
to reimburse the Company for all sums advanced, with simple interest at the rate
of 10% per year. Net litigation proceeds of each trust will be distributed to
the trust's beneficiaries only after the trust has, among other things, paid all
sums owed to the Company, released the Company from any further obligation to
make loans to the trust, and established reserves to satisfy indemnification
claims. The Company is entitled to 65.1% of net litigation proceeds from the
Avoidance Litigation Trust. The Company is not entitled to any net litigation
proceeds from the MAFCO Litigation Trust.

F-8

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

The preliminary purchase price of MEG, including related fees, net of
liabilities assumed, was approximately $446.9 million which included
approximately $257.9 million in cash and the remainder in securities of the
Company as outlined above, net of shares of the Company owned by MEG and
reacquired in these transactions. Goodwill from the acquisition will be
amortized over 20 years.

During 1999, the Company finalized certain preliminary portions of the
purchase price allocation relating to its acquisition of MEG. The final fair
value of the assets and liabilities acquired is summarized below.

(in thousands)
<S> <C>

Current assets................... $ 42,851
Noncurrent assets................ 4,971
Goodwill and other intangible
assets......................... 462,180
Current liabilities.............. (55,952)
Non-current liabilities.......... (11,180)
---------
$ 442,870
=========
</TABLE>

In the preliminary allocation of the purchase price as of December 31,
1998, Fleer/SkyBox ("Fleer"), MEG's subsidiaries engaged in the sale of sports
and entertainment trading cards, was presented as an asset held for sale and the
Company's maximum liability relating to Panini S.p.A.("Panini"), MEG's Italian
subsidiary engaged in the children's activity sticker and adhesive paper
business, was presented as a long-term liability on the consolidated balance
sheet as of December 31, 1998. In February 1999, the Company sold substantially
all of the assets of Fleer for approximately $23.2 million, in cash, after
adjustments and assumption of certain liabilities. Proceeds from this
transaction were partially used to repay the bridge facility with the remainder
used for working capital purposes. On October 8, 1999, the Company received
nominal consideration for its equity interest in Panini. In connection with the
sale, the Company made a payment to Panini's secured lenders of $11.2 million
and obtained a release from the maximum liability, a $27.0 million guarantee of
Panini's debt in favor of such secured lenders.

The completion of the purchase price allocation resulted in a net decrease
in goodwill of $21,694. The Company's results of operations for the periods
presented do not include the results of operations of Fleer and Panini.

Presented below are the unaudited pro forma results of the Company giving
effect to the acquisition of MEG as if it has occurred as of January 1, 1997:

F-9

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

For the Year Ended
December 31,
--------------------
1997 1998
--------- -------
(in millions, except
per share)
<S> <C> <C>

Net sales.......................... $220.3 $274.5
Operating loss..................... (79.4) (33.9)
Net loss........................... (96.1) (81.0)
Basic and diluted loss per share... (3.28) (2.82)
</TABLE>

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its subsidiaries, except for Panini and Fleer . Upon consolidation, all
significant intercompany accounts and transactions are eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The principal areas of judgement relate to provisions for
returns, other sales allowances and doubtful accounts, the realizability of
inventories, goodwill and other intangible assets, and the impairment reserve
for minimum royalty guarantees and minimum advances, molds, tools and equipment,
and product and package design costs. Actual results could differ from those
estimates.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

Inventories

Inventories are valued at the lower of cost (first-in, first-out method) or
market.

F-10

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Molds, Tools, and Equipment

Molds, tools and equipment are stated at cost less accumulated depreciation
and amortization. The Company owns the molds and tools used in production of the
Company's products by third-party manufacturers. At December 31, 1999, certain
of these costs related to products that were not yet in production or were not
yet being sold by the Company. For financial reporting purposes, depreciation
and amortization is computed by the straight-line method generally over a
three-year period (the estimated selling life of related products) for molds and
tooling costs and over the useful life for furniture and fixtures and office
equipment. On an ongoing basis the Company reviews the lives and carrying value
of molds and tools based on the sales and operating results of the related
products. If the facts and circumstances suggest a change in useful lives or an
impairment in the carrying value, the useful lives are adjusted and unamortized
costs are written off accordingly. Write-offs, in excess of normal amortization,
which are included in depreciation and amortization for the years ended December
31, 1997, 1998 and 1999 were approximately $2,174,000, $1,418,000 and $146,000
respectively.

Product and Package Design Costs

The Company capitalizes costs related to product and package design when
such products are determined to be commercially acceptable. Product design costs
include costs relating to the preparation of precise detailed mechanical
drawings and the production of sculptings and other handcrafted models from
which molds and dies are made. Package design costs include costs relating to
art work, modeling and printing separations used in the production of packaging.
At December 31, 1999, certain of these costs related to products that were not
yet in production or were not yet being sold by the Company. For financial
reporting purposes, amortization of product and package design is computed by
the straight-line method generally over a three-year period (the estimated
selling life of related products). On an ongoing basis the Company reviews the
useful lives and carrying value of product and package design costs based on the
sales and operating results of the related products. If the facts and
circumstances suggest a change in useful lives or an impairment in the carrying
value, the useful lives are adjusted and unamortized costs are written off
accordingly. Write-offs, in excess of normal amortization, which are included in
amortization for the years ended December 31, 1997, 1998 and 1999 was
approximately $1,230,000, $1,425,000 and $486,000 respectively.

Goodwill and Other Intangibles

Goodwill and other intangibles are stated at cost less accumulated
amortization. Goodwill is principally amortized over 20 years and other
intangibles are amortized over 3 to 10 years. For the years ended December 31,
1997, 1998 and 1999, amortization of goodwill and other intangibles was
approximately $520,000, $7,091,000 and $25,857,000 respectively.

F-11

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Long-Lived Assets

In accordance with Financial Accounting Standards Board ("FASB") Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of", the Company records impairment losses on long-lived
assets used in operations, including intangible assets, when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets.

Deferred Financing Costs

Deferred financing costs, which are mainly costs associated with the
Company's Senior Notes, are amortized over the term of the related agreements.

Research and Development

Research and development ("R&D") costs are charged to operations as
incurred. For the years ended December 31, 1997, 1998 and 1999, R&D expenses
were $4,599,000, $4,498,000 and $6,366,000 respectively.

Revenue Recognition

Sales are recorded upon shipment of merchandise and a provision for future
returns and other sales allowances is established based upon historical
experience and management estimates. In certain cases, sales made on a
returnable basis are recorded net of provisions for estimated returns. These
estimates are revised as necessary to reflect actual experience and market
conditions.

Subscription revenues generally are collected in advance for a one year
subscription and are recognized as income on a pro rata basis over the
subscription period.

Income from distribution fees, licensing and sub-licensing of characters
owned by the Company are recorded in accordance with the distribution agreement
and at the time characters are available to the licensee and collection is
reasonably assured. Receivables from licensees due more than one year beyond the
balance sheet date are discounted to their present value. For the years ended
December 31, 1997, 1998 and 1999, toy distribution fees and sub-licensing
revenues were $3,265,000, $1,250,000 and $337,000 respectively.

F-12

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Advertising Costs

Advertising production costs are expensed when the advertisement is first
run. Media advertising costs are expensed on the projected unit of sales method
during interim periods. For the years ended December 31, 1997, 1998 and 1999,
advertising expenses were $27,910,000, $31,762,000 and $39,267,000,
respectively. At December 31, 1998 and 1999 the Company had incurred $469,000
and $1,307,000 respectively, of prepaid advertising costs, principally related
to production of advertisement that will be first run in fiscal 1999 and 2000,
respectively

Royalty Expense

Minimum guaranteed royalties, as well as royalties in excess of minimum
guarantees, are expensed based on sales of related products. The realizability
of advanced minimum guarantees paid is evaluated by the Company based on the
projected sales of the related products.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of assets and
liabilities and are measured using tax rates and laws that are scheduled to be
in effect when the differences are scheduled to reverse.

Income tax expense includes U.S. and foreign income taxes, including U.S.
Federal taxes on undistributed earnings of foreign subsidiaries to the extent
that such earnings are planned to be remitted.

Foreign Currency Translation

The financial position and results of operations of the Company's Hong Kong
and Mexican subsidiaries are measured using the U.S. dollar as the functional
currency. Assets and liabilities are translated at the exchange rate in effect
at year end. Income statement accounts and cash flows are translated at the
average rate of exchange prevailing during the period. Translation adjustments,
which were not material, arising from the use of differing exchange rates are
included in the results of operations.

Fair Value of Financial Instruments

The fair value of all financial instruments approximate their carrying
value based on their stated interest rate compared to prevailing rates available
to the Company at December 31, 1999.

F-13

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Concentration of Risk

A large number of the Company's toy products are manufactured in China,
which subjects the Company to risks of currency exchange fluctuations,
transportation delays and interruptions, and political and economic disruptions.
The Company's ability to obtain products from its Chinese manufacturers is
dependent upon the United States' trade relationship with China. The "most
favored nation" status of China, which is reviewed annually by the United States
government, is a regular topic of political dialogue. The loss of China's "most
favored nation" would increase the cost of importing products from China
significantly, which could have a material adverse effect on the Company.

Marvel distributes its comic books to the direct market through the only
major comic book distributor. Termination of this distribution agreement could
significantly disrupt publishing operations.

Loss Per Share

In accordance with SFAS No. 128 "Earnings Per Share", basic loss per share
is computed by dividing net loss available to common stockholders by the
weighted average number of shares of common stock outstanding during the year.
The computation of diluted earnings per share is similar to the computation of
basic loss per share, except the number of shares is increased assuming the
exercise of dilutive stock options and warrants and other dilutive securities
using the treasury stock method, unless the effect is anti-dilutive.

Comprehensive Income

In June 1997, the Financial Accounting Standards Board issued Statement No.
130 ("SFAS 130"), Reporting Comprehensive Income. The Company's adoption of SFAS
130 had no effect on the Company as the Company does not have any comprehensive
income items.

Recent Accounting Pronouncements

SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
- - In June 1998, the Financial Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which is required
to be adopted beginning in fiscal 2000. The statement will require the Company
to recognize all derivatives on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in fair
value of derivatives will either be offset against the change in fair value of
the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. Management does not anticipate that the adoption of the new Statement
will have a significant effect on earnings or the financial position of the
Company.

F-14

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

SOP 98-1, ACCOUNTING FOR COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED
FOR INTERNAL USE is required to be adopted by the Company as of January 1, 2000.
The Company's current policy falls within guidelines of SOP 98-1. Also, SOP
98-5, REPORTING ON THE COSTS OF START-UP ACTIVITIES is required to be adopted by
the Company as of January 1, 1999. Management believes that the adoption of SOP
98-5 will not have a material impact on the Company's financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform with the
current year's presenation.

3. Assets Held for Resale

Shortly after the acquisition of MEG, the Company concluded that Fleer did
not fit the Company's long-term strategy and the Company decided to dispose of
this operation. On February 11, 1999, the Company sold substantially all of
Fleer's assets for approximately $23.2 million in cash, after adjustments and
assumptions of certain liabilities. $15.0 million of the proceeds were utilized
to repay the Bridge Facility. The Company remains liable under certain contracts
of the Fleer business and has been indemnified against such liabilities by the
purchaser of such business. In its preliminary purchase price allocation, the
Company estimated the fair value of Fleer's net assets to be $26.0 million. The
difference between this amount and the actual proceeds was accounted for as an
adjustment to goodwill.

F-15

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

4. Details of Certain Balance Sheet Accounts
<TABLE>
<CAPTION>

December 31,
------------------------
1998 1999
----------- ---------
(in thousands)
<S> <C> <C>

Accounts receivable, net, consists of the following:

Accounts receivable................................................ $ 75,235 $84,353
Less allowances for:
Doubtful accounts................................................ (3,608) (3,951)
Advertising, markdowns, returns, volume discounts and other...... (21,315) (24,561)
----------- ----------

Total....................................................... $ 50,312 $55,841
=========== ==========

Inventories, net, consist of the following:
Toys:
Finished goods................................................... $24,685 $31,397
Component parts, raw materials and work-in-process............... 3,977 4,787
---------- ---------
Total Toys.................................................. 28,662 36,184
Publishing:
Finished goods................................................... 754 --
Editorial and raw materials...................................... 3,182 3,201
---------- ---------
Total publishing............................................ 3,936 3,201
---------- ---------

Total....................................................... $32,598 $39,385
========== =========

Molds, tools and equipment, net, consists of the following:

Molds, tools and equipment......................................... $21,465 $23,047
Office equipment and other......................................... 9,121 10,189
Less accumulated depreciation and amortization..................... (15,038) (16,010)
---------- ---------

Total....................................................... $15,548 $17,226
========== =========

Product and package design costs, net, consists of the following:

Product design costs............................................... $8,125 $8,856
Package design costs............................................... 3,567 3,868
Less accumulated amortization...................................... (5,783) (5,775)
---------- ---------
Total....................................................... $5,909 $ 6,949
========== =========

Goodwill and other intangibles, net, consists of the following:

Goodwill........................................................... $492,424 $470,729
Patents and other intangibles...................................... 3,726 3,902
Less accumulated amortization...................................... (8,419) (34,270)
Total....................................................... $487,731 $440,361
========== =========

Accrued expenses and other consists of the following:

Accrued advertising costs.......................................... $8,183 $ 6,787
Accrued royalties.................................................. 9,584 8,197
Inventory purchases................................................ 7,389 5,547
Deferred financing costs........................................... 4,000 --
Income taxes payable............................................... 4,709 4,366
Deferred income taxes ............................................. 2,693 5,948
Litigation Trust accrual........................................... 2,100 675
Other accrued expenses............................................. 32,014 21,860
---------- --------
Total....................................................... $70,672 $ 53,380
========== ========
</TABLE>

F-16

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

5. Debt Financing

To partially finance the acquisition of MEG, the Company obtained a $200.0
million loan (the "Bridge Facility") from UBS AG, Stamford Branch ("UBS AG").
The Bridge Facility bore interest at either the bank's base rate (defined as the
higher of the prime rate or the sum of 1/2 of 1% plus the Federal Funds Rate)
plus 5.50% or at the Eurodollar rate plus 6.50%. On September 28, 1998, the
Company and UBS AG entered an agreement for a $50.0 million Revolving Credit
Facility ("UBS Credit Facility"). The Company incurred a commitment fee for the
Bridge Facility and the UBS Credit Facility.

The UBS Credit Facility bears interest at either the bank's base rate
(defined as the higher of the prime rate or the sum of 1/2 of 1% plus the
Federal Funds Rate) plus a margin ranging from 0.75% to 1.25% depending on the
Company's financial performance or at the Eurodollar rate plus a margin ranging
from 1.75% to 2.25% depending on the Company's financial performance. The UBS
Credit Facility requires the Company to pay a commitment fee of 0.50% per annum
on the average daily unused portion of the facility. There have been no
borrowings under the UBS Credit Facility. The Company had approximately $1.6
million in letters of credit outstanding as of December 31, 1998, which reduce
the available amount under the UBS Credit Facility. UBS's commitment to advance
funds and issue letters of credit under the UBS Credit Facility has been
terminated effective as of February 3, 1999.

The Bridge Facility and the UBS Credit Facility were secured by all of the
Company's assets (other than Panini) and contained various financial covenants,
as well as restrictions on new indebtedness, acquisitions and similar
investments, the sale or transfer of assets, capital expenditures, restricted
payments, payment of dividends, issuing guarantees and creating liens.

On February 25, 1999, the Company completed a $250.0 million offering
of senior notes (the "Senior Notes") in a private placement exempt from
registration under the Securities Act of 1933 ("the Act") pursuant to Rule 144A
under the Act. Net proceeds of approximately $239.0 million were used to pay all
outstanding balances under the Bridge Facility and for working capital. The
Senior Notes are due June 15, 2009 and bear interest at 12% per annum. The
Senior Notes may be redeemed beginning June 15, 2004 for a redemption price of
106% of the principal amount, plus accrued interest. The redemption price
decreases 2% each year after 2004 and will be 100% of the principal amount, plus
accrued interest, beginning on June 15, 2007. In addition, 35% of the Senior
Notes may, under certain circumstances, be redeemed before June 15, 2002 at 112%
of the principal amount, plus accrued interest. Principal and interest on the
Senior Notes are guaranteed on a senior basis jointly and severally by each of
the Company's domestic subsidiaries. On August 20, 1999, the Company completed
an exchange offer under which it exchanged virtually all of the Senior Notes,
which contained restrictions on transfer, for an equal principal amount of
registered, transferable notes whose terms are identical in all other material
respects to the terms of the Senior Notes.

F-17

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

On April 1, 1999, the Company and Citibank, N.A. ("Citibank") entered
an agreement for a $60.0 million Revolving Credit Facility ("Citibank Credit
Facility"). The Citibank Credit Facility bears interest at either the bank's
base rate (defined as the higher of the prime rate or the sum of 1/2 of 1% plus
the Federal Funds Rate) plus a margin ranging from 0.75% to 1.25% depending on
the Company's financial performance or at the Eurodollar rate plus a margin
ranging from 2.25% to 2.75% depending on the Company's financial performance.
The Citibank Credit Facility requires the Company to pay a commitment fee of
0.625% per annum on the average daily unused portion of the facility unless
there is at least $20.0 million outstanding borrowings in which case the rate is
0.50% per annum for the amount outstanding above $20.0 million. The Company has
not borrowed under the Citibank Credit Facility. The amount available under this
facility is reduced by the amount of letters of credit outstanding, which is
approximately $385,000 as of December 31, 1999. The Citibank Credit Facility is
secured by a lien on all of the Company's inventory and receivables.

The interest rates for borrowings as of December 31, 1998 and 1999 were
12.10% and 12.00%, respectively and the weighted average interest rates for 1998
and 1999 were 11.31% and 12.02%, respectively. The maximum amounts outstanding
during 1997, 1998 and 1999 were $12.0 million, $200.0 million and $250.0
million, respectively.

The interest expense, including amortization of Bridge Facility commitment
fees and other costs in 1998 and 1999, for the years ended December 31, 1997,
1998 and 1999 were $776,000, $9,440,000 and $32,077,000 respectively.

6. Stockholders' Equity

On September 11, 1998, the Company's stockholders approved changes in the
Company's capital structure in connection with the approval of the Plan. These
changes eliminated the Class B Common Stock, authorized an additional 150.0
million shares of common stock (for a maximum authorized amount of 250.0 million
shares) and authorized 100.0 million shares of preferred stock, including 75.0
million shares of 8% Preferred Stock and 25.0 million shares of preferred stock
with a $.01 par value.

The 8% Preferred Stock is convertible into 1.039 fully paid and
non-assessable shares of common stock of the Company. The Company is required to
redeem all outstanding shares of the 8% Preferred Stock on October 1, 2011 at
$10.00 per share plus all accrued and unpaid dividends. The 8% Preferred Stock
generally votes together with the common stock on all matters. The Company has
the option to pay the dividend in cash or additional 8% Preferred Stock, but
cannot pay cash dividends on its 8% Preferred Stock as long as the Bridge
Facility is outstanding. On March 31, June 30, September 30 and December
31,1999, the Company issued 344,312, 352,420, 359,019 and 366,184 shares,
respectively, of 8% Preferred Stock in payment of dividends declared and payable
to stockholders of record on those dates. In addition, holders of warrants to
purchase the Company's 8% Preferred Stock exercised 17,525 warrants during 1999.
Proceeds from these exercises totaled approximately $192,000.

F-18

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

The Company issued the following securities in accordance with the Plan:
(a) 7.9 million shares of 8% Preferred Stock to MEG fixed senior secured
lenders, (b) 9.0 million shares of 8% Preferred Stock to new investors at $10.00
per share, (c) 13.1 million shares of common stock to the MEG fixed senior
secured lenders, (d) four-year warrants to purchase up to 1.75 million shares of
common stock at $17.25 per share, (e) three-year warrants to purchase 4.0
million shares of common stock at $12.00 per share, (f) six-month warrants to
purchase 3.0 million shares of preferred stock for $10.65 per share subject to
increase based upon the date of issuance of the six-month warrants, and (g)
four-year warrants to purchase 7.0 million shares of common stock at $18.50 per
share.
<TABLE>
<CAPTION>
<S> <C>

As of December 31, 1999, the Company had reserved shares of common stock for issuance as follows:
Conversion of 8% preferred stock......................................................... 19,406
Exercise of common stock purchase warrants............................................... 12,750
Exercise of common stock options......................................................... 5,265
Exercise of preferred stock purchase warrants............................................. 973
------
Total 38,394
</TABLE>

In connection with the Plan, the Company received a $1.5 million capital
contribution from an affiliate of Mr. Perlmutter and Mr. Arad. Mr. Perlmutter
and Mr. Arad received no additional equity for such contribution.

7. Stock Option Plans

Under the terms of the Company's 1998 Stock Incentive Plan (the "1998 Stock
Incentive Plan"), incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock, performance units and performance shares
may be granted to officers, employees, consultants and directors of the Company
and its subsidiaries. In November 1998, the Company authorized a maximum
aggregate number of shares of Common Stock as to which options and rights may be
granted under the Stock Incentive Plan of 6.0 million shares, including options
described below. All options granted and outstanding under the Company's
previous stock incentive plan (the "1995 Stock Option Plan") and all previous
stock option plans of MEG were canceled at or prior to the consummation of the
Plan on October 1, 1998.

F-19

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Information with respect to options under the stock option plans are as
follows:
<TABLE>
<CAPTION>

Weighted
Average
Option Price per Exercise
Shares Share Price
---------- ------------------ ---------
<S> <C> <C> <C>

Outstanding at December 31, 1996............... 1,120,885 $15.00-$22.63
Canceled....................................... (484,666) $18.12
Exercised...................................... (3,333) $18.00
Granted........................................
--
--
Outstanding at December 31, 1997............... 632,886 $15.00-$22.63
Canceled....................................... (632,886) $17.92
Exercised...................................... -- --
Granted (under 1998 Stock Incentive Plan)... 3,551,000 $ 6.05
---------
Outstanding at December 31, 1998............... 3,551,000 $ 5.88-$6.25
Canceled....................................... (379,250) $6.06
Exercised...................................... (25,000) $5.88
Granted........................................ 2,118,000 $6.48
---------
Outstanding at December 31, 1999............... 5,264,750 $ 5.00-$7.25 $6.22
=========

Exercisable at December 31, 1999 1,671,140 $ 5.88-$7.25 $6.20
=========
</TABLE>

Options granted under the Stock Incentive Plan in 1999 vest generally in
three equal installments beginning 12 months after the date of grant. Options
granted in 1998 vest generally in four equal installments beginning with the
date of the grant. At December 31, 1999, 630,250 shares were available for
future grants of options and rights. At December 31, 1999, the weighted average
remaining contractual life of the options outstanding is 7.97 years.

The Company accounts for its stock options under Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related Interpretations. Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on date of grant, no compensation expense is recognized. The Company has elected
to follow the disclosure-only provisions under FASB Statement No. 123,
"Accounting for Stock-Based Compensation," ("FAS 123"). For the purposes of FAS
123 pro forma disclosures, the estimated fair value of the options is amortized
to expense over the options' vesting period. The Company's pro forma information
follows:

F-20

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999
<TABLE>
<CAPTION>

Years Ended December 31,
-------------------------------------
1998 1999 1997
--------- --------- -------------
(in thousands, except per share data)
<S> <C> <C> <C>

Net loss as reported............................................... $(29,465) $(32,610) $(33,791)
Pro forma net loss................................................. (29,816) (35,679) $(39,214)
Pro forma net loss per share attributable to Common Stock--basic
And diluted..................................................... $ (1.08) $ (1.34) $( 1.59)
</TABLE>

The fair value for each option grant under the stock option plans was
estimated at the date of grant using a Black-Scholes option pricing model with
the following weighted-average assumptions for the various grants made during
1995 and 1996: risk free interest rates ranging from 5.26% to 7.19%; no dividend
yield; expected volatility of 0.354; and expected lives of three years to five
years. The weighted average assumptions for the 1998 grants are: 6.0% interest
rate; no dividend yield; expected volatility of 0.567; and expected life of
three years. The weighted average assumptions for the 1999 grants are: risk free
interest rates ranging from 5.19% to 6.36%; no dividend yield; expected
volatility of 0.553; and expected life of three years. The option valuation
model was developed for use in estimating the fair value of traded options which
have no vesting restrictions and are fully transferable. In addition, the option
valuation model requires the input of highly subjective assumptions including
the expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those traded options,
and because changes in the subjective input assumptions can materially affect
the fair value estimate in management's opinion, the existing model does not
necessarily provide a reliable single measure of the fair value of its employee
stock options.

The effects of applying FAS 123 for providing pro forma disclosures are not
likely to be representative of the effects on reported net income in future
years.

8. Sales to Major Customers and International Operations

The Company primarily sells its merchandise to major retailers, principally
throughout the United States. Credit is extended based on an evaluation of the
customer's financial condition and, generally, collateral is not required.
Credit losses are provided for in the financial statements and have been
consistently within management's expectations. In 1997, the Marvel bankruptcy
and concerns among retailers about the future of the Marvel brand caused
customers to claim higher than expected return and other sales allowances.

During the year ended December 31, 1997, three customers accounted for
approximately 22%, 15% and 12%of total net sales. During the year ended December

F-21

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

31, 1998, three customers accounted for approximately 23%, 15% and 10% of total
net toy sales. During the year ended December 31, 1999, three customers
accounted for approximately 29%, 18 % and 11% of total net toy sales.

The Company's Hong Kong subsidiary supervises the manufacturing of the
Company's products in China and sells such products internationally. All sales
by the Company's Hong Kong subsidiary are made F.O.B. Hong Kong against letters
of credit. During the years ended December 31, 1997, 1998 and 1999,
international sales were approximately 22%, 16%, and 15 %, respectively, of
total net toy sales. During the years ended December 31, 1997, 1998 and 1999,
the Hong Kong operations reported operating income of approximately $5,868,000,
$1,534,000 and $5,055,000 and income before income taxes of $6,102,000,
$1,884,000 and $5,472,000, respectively. At December 31, 1998 and 1999, the
Company had assets in Hong Kong of approximately $27,276,000 and $35,997,000,
respectively. The Hong Kong subsidiary represented $27,799,000 and $31,926,000,
of the Company's consolidated retained earnings during the years ended December
31, 1998 and 1999,respectively.

9. Restructuring and Other Unusual Costs

In connection with the consummation of the Plan, the Company reviewed its
relationships with its foreign distributors, as well as the Company's
relationship with certain suppliers, for business conflicts. As part of
integrating MEG's operations with those of the Company, the Company plans on
reevaluating its international licensing and product distribution relationships.
In addition, certain products that were at various stages of design and
marketing are being discontinued and written-off because of business conflicts
that arose out of the acquisition of MEG.

As a result of the above matters, the Company recorded allowances and
unusual charges of approximately $16.8 million for the year ended December 31,
1998, which relate to impairment of assets, severance costs and the settlement
of litigation that arose in prior years regarding a licensing agreement. These
costs are reflected in the following captions in the statement of operations.

(in thousands)
<S> <C>

Net sales (allowances)................ $ 2,925
Cost of sales......................... 1,193
Selling general and administrative.... 11,676
Depreciation and amortization......... 1,032
-----------
$ 16,826

Cash charges.......................... $ 3,400
Non-cash charges...................... $ 13,426
-----------
$ 16,826
===========
</TABLE>

F-22

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Of these costs, approximately $14.9 million and $1.9 million were charged
to the third and fourth quarters, respectively, of fiscal 1998. At December 31,
1999, $600,000 of the cash charges remain unpaid. The Company expects to pay the
remaining cash charges under contractual obligations extending to 2000.

10. Income Taxes

The provision (benefit) for income taxes is summarized as follows:
<TABLE>
<CAPTION>

Years Ended December 31,
-------------------------------
1997 1998 1999
--------- ----------- --------
(in thousands)
<S> <C> <C> <C>

Current:
Federal.................... $(19,196) $(6,189) $ (146)
State...................... (191) 410 534
Foreign.................... 523 824 1,172
--------- -------- -------
$(18,864) $(4,955) $1,560
Deferred:
Federal.................... $ 1,287 $ 6,025 $2,794
State...................... (2,068) 3,316 128
--------- -------- -------
(1,321) 9,341 2,922
--------- -------- -------
Income tax (benefit) expense ..... $(20,185) $ 4,386 $4,482
========= ======== =======

</TABLE>

F-23

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

The differences between the statutory Federal income tax rate and the
effective tax rate are attributable to the following:
<TABLE>
<CAPTION>

Years Ended December 31,
--------------------------
1997 1998 1999
--------- -------- --------
<S> <C> <C> <C>
Federal income tax provision computed at the statutory rate..... (35.0)% (35.0)% (35.0)%
State taxes, net of Federal income tax effect................... (5.7)% (4.7)% 1.9%
Non-deductible amortization expense............................. -- 7.9% 30.0%
Foreign taxes................................................... -- -- 2.9%
Purchase accounting............................................. -- -- 17.1%
Increase in valuation allowance................................. -- 48.6% --
Other........................................................... (1.3)% (0.8)%
---------- -------- --------
Total provision for income taxes................................ (40.7)% 15.5% 16.1%
========== ========= ========
</TABLE>

For financial statement purposes, the Company records income taxes using a
liability approach which results in the recognition and measurement of deferred
tax assets based on the likelihood of realization of tax benefits in future
years. Deferred taxes result from temporary differences in the recognition of
income and expenses for financial and income tax reporting purposes and
differences between the fair value of assets acquired in business combinations
accounted for as purchases and their tax bases. The significant components of
the Company's deferred tax assets and liabilities are as follows:

December 31,
-------------------
1998 1999
-------- ---------
(in thousands)
<S> <C> <C>
Deferred tax assets:
Accounts receivable ...................... $ 4,573 $ 5,159
Inventory................................. 6,623 6,192
Sales returns reserves.................... 4,505 2,014
Employment reserves....................... 3,999 4,017
Restructuring reserves.................... 589 477
Reserve related to foreign investments.... 2,373 3,546
Other reserves............................ 1,038 956
Net operating loss carryforwards.......... 26,847 43,849
Tax credit carryforwards.................. 657 4,019
Other..................................... 3,759 3,932
-------- ---------
Total gross deferred tax assets........... 54,963 74,161
Less valuation allowance.................. (51,346) (67,119)
-------- ---------
Net deferred tax assets................... 3,617 7,042
-------- ---------
Deferred tax liabilities:
Depreciation/amortization ................ 636 477
Licensing, net............................ 2,981 5,948
Other..................................... -- 617
-------- ---------
Total gross deferred tax liabilities...... 3,617 7,042
-------- ---------
Net deferred tax asset (liability)........ -- --
======== =========
</TABLE>

F-24

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

During 1998 and 1999, the Company recorded a valuation allowance against
its deferred tax assets as it was not assured that such assets would be realized
in the future. The valuation allowance at December 31, 1999 includes $36.2
million which, if realized, will be accounted for as a reduction of goodwill.

At December 31, 1999, the Company has Federal net operating loss
carryforwards of approximately $85.9 million. This loss carryforward will expire
in years 2009 through 2019. Of the total Federal loss carryforward,
approximately $78.3 million is subject to a Section 382 limitation. Any
realization of the amount of loss subject to this limitation will be accounted
for as a reduction of goodwill. Additionally, the Company expects to have state
and local net operating loss carryforwards of approximately $128.0 million. The
state and local loss carryforwards will expire in various jurisdictions in years
2001 through 2019. The state and local loss carryforwards are generally subject
to the Section 382 limitation. No benefit was provided for either the Federal or
state and local net operating loss carryforwards at December 31, 1999.

11. Quarterly Financial Data (unaudited)

Summarized quarterly financial information for the years ended December 31,
1998 and 1999 is as follows:
<TABLE>
<CAPTION>

1998 1999
-------------------------------------------- ---------------------------------------------
Quarter Ended

March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31
-------- ------- ------------ ----------- -------- ------- ------------ -----------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Net sales.................. $42,641 $48,675 $ 65,045 $ 75,715 $75,258 $61,510 $ 89,882 $ 92,995
Gross profit............... 19,408 22,895 26,300 35,495 42,608 30,679 47,531 47,969
Operating income (loss).... 1,882 3,607 (11,969) (12,980) 9,068 (4,044) 3,172 (7,940)
Net income (loss).......... 1,076 2,106 (7,223) (28,569) (2,927) (9,070) (4,644) (17,150)
Preferred divided
Requirement.............. -- -- -- 3,380 3,443 3,525 3,590 3,662
Basic and dilutive net income
(loss) per common share... $ 0.04 $ 0.08 $ (0.26) $ (0.96) $(0.19) $ (0.38) $ (0.25) $ ( 0.62)

</TABLE>

The income (loss) per common share computation for each quarter and the
year are separate calculations. Accordingly, the sum of the quarterly income
(loss) per common share amounts may not equal the income (loss) per common share
for the year.

12. Related Party Transactions

Mr. Perlmutter indirectly purchased approximately $34.9 million of the 8%
Preferred Stock in connection with the Plan.

Prior to the Company's acquisition of MEG on October 1, 1998, MEG provided
support to the Company relating to licensing agreements, promotion, legal and
financial matters. The cost for these support services has been included in
selling, general and administrative expenses, and amounted to $141,000 for the
year ended December 31, 1997. The Company did not receive any services from MEG
subsequent to the acquisition.

F-25

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

An affiliate of the Company, which is wholly-owned by Mr. Perlmutter, acts
as the Company's media consultant in placing the Company's advertising and, in
connection therewith, receives certain fees and commissions based on the cost of
the placement of such advertising. During the years ended December 31, 1997,
1998 and 1999, the Company paid fees and commissions to the affiliate totaling
approximately $1,274,000, $1,147,000 and $1,170,000, respectively, relating to
such advertisements.

The Company accrued royalties to Mr. Arad for toys he invented or designed
of $3,624,000, $4,254,000 and $2,981,000 during the years ended December 31,
1997, 1998 and 1999, respectively. At December 31, 1998 and 1999, the Company
had an accrual to Mr. Arad of $457,000 and $1,028,000, respectively, for unpaid
royalties.

The Company shares office space and certain general and administrative
costs with affiliated entities. Rent received from affiliates for the years
ended December 31, 1997, 1998 and 1999 was $116,000, $105,000 and $106,000,
respectively. While certain costs are not allocated among the entities, the
Company believes that it bears its proportionate share of these costs.

13. Commitments and Contingencies

The Company is a party to various noncancellable operating leases
involving office and warehouse space expiring on various dates from June 30,
2000 through April 30, 2010. The leases are subject to escalations based on cost
of living adjustments and tax allocations. Minimum future obligations on these
leases are as follows:

(in thousands)
<S> <C>

2000.......... $ 2,437
2001.......... 1,437
2002.......... 631
2003.......... 490
2004.......... 511
Thereafter.... 2,268
---------
$ 7,774
========
</TABLE>

Rent expense amounted to approximately $1,220,000, $1,060,000, and
$2,691,000 for the years ended December 31, 1997, 1998 and 1999, respectively.

The Company is a party to various royalty agreements with future guaranteed
royalty payments through 2001. Such minimum future obligations are as follows:

(in thousands)
<S> <C>

2000..... $ 1,601
2001..... 784
2002..... 88
--------
$ 2,473
=======
</TABLE>

F-26

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

The Company has recorded approximately $10,270,000 as a net receivable for
minimum guaranteed royalties as of December 31, 1999. The portion receivable
after one year from the balance sheet date is included in other assets. The
minimum guaranteed royalties receivable are due as follows:
<TABLE>
<CAPTION>

(in thousands)
<S> <C>

2000............................ $ 6,733
2001............................ 4,151
2002............................ 2,478
2003 and thereafter............. 3,000
Allowances and discounting...... (6,092)
---------
$ 10,270
=========
</TABLE>

Legal Matters

Certain Bankruptcy Proceedings. As a result of the consummation of the Plan
on October 1, 1998, all claims against MEG with respect to orders issued by the
District Court in connection with the Plan have been released, as have all
claims by MEG against the Company and all claims against the Company concerning
the effect of the June 1997 change of control of MEG on the voting power of the
stock in the Company owned by MEG.

Spider-Man Litigation. The Company's subsidiaries Marvel Entertainment
Group, Inc. and Marvel Characters, Inc. (collectively, the "Marvel Parties")
have been parties to a consolidated case, concerning rights to produce and/or
distribute a live action motion picture based on the Spider-Man character and
pending in the Superior Court of the State of California for the County of Los
Angeles, to which Metro-Goldwyn Mayer Studios Inc. and two of its affiliates
("MGM"), Columbia Tristar Home Video and related entities ("Sony"), Viacom
International Inc. ("Viacom") and others were also parties. In February 1999,
the Superior Court granted summary judgment to the Marvel Parties and dismissed
MGM's claims. In March 1999, MGM, Sony and the Marvel Parties settled all
remaining claims among themselves. The litigation among Sony, the Marvel Parties
and Viacom over claims by Viacom to the rights to distribute on pay and free
television a feature length live action motion picture based on the Spider-Man
character were not resolved. After a trial in February 1999, the Superior Court
held that Viacom has no rights with respect to any Spider-Man film to be
produced by Sony, the Marvel Parties or any future licensee of the Marvel
Parties. Viacom has filed a Notice of Appeal but no date for the appeal has been
scheduled. It is the Company's position that the Superior Court's decision was
correct and that Viacom has no rights with respect to distribution of a
Spider-Man film. Although there can be no assurances, the Company believes that
the Superior Court decision will be upheld on appeal.

F-27

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

F-28

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

14. Benefits Plans

The Company has a 401(k) Plan for its employees. In addition, in connection
with the sale of Fleer (see Note 3), the Company retained certain liabilities
related to a noncontributory defined benefit pension plan for salaried
employees. In prior years, this plan was amended to prohibit participation by
new participants. The accumulated benefit obligation is approximately $19.2
million. The funded value of plan assets is approximately $16.6 million and the
pension liability at December 31, 1999 is approximately $3.1 million. Plan
expenses for the years ended December 31, 1997, 1998 and 1999 were not
significant.

15. Segment Information

Following the Company's acquisition of MEG, the Company realigned its
businesses into three segments: Toy Merchandising and Distributing, Publishing
and Licensing Segments.

Toy Merchandising and Distributing Segment

The toy merchandising and distributing segment designs, develops, markets
and distributes both innovative and traditional toys in the United States and
internationally. The Company's toy products fall into three categories: toys
based on its characters, proprietary toys designed and developed by the Company,
and toys based on properties licensed to the Company by third parties. Prior to
October 1, 1998, the Company operated solely within the toy and merchandising
and distributing segment.

Publishing Segment

The publishing segment creates and publishes comic books principally in
North America. The acquired company has been publishing comic books since 1939
and has developed a roster of more than 3,500 Marvel Characters. The Company's
titles feature classic Marvel Super Heroes, Spider-Man, X-Men, newly developed
Marvel Characters, and characters created by other entities and licensed to the
Company.

F-29

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Licensing Segment

The licensing segment relates to the licensing of or joint ventures
involving the Marvel Characters for use with (i) merchandise, (ii) promotions,
(iii) publishing, (iv) television and film, (v) on-line and interactive software
and (vi) theme parks and site-based entertainment.

Toys Publishing Licensing Total
--------- ---------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C>

Year ended December 31, 1997
Net sales....................................... $ 150,812 -- -- $ 150,812
Gross profit.................................... 43,861 -- -- 43,861
Operating loss.................................. (49,288) -- -- (49,288)
EBITDA(1)....................................... (28,220) -- -- (28,220)
Total capital expenditures...................... 17,744 -- -- 17,744

Toys Publishing Licensing Corporate Total
--------- ---------- ---------- --------- ---------
(in thousands)
<C>
Year ended December 31, 1998
Net sales....................................... $ 212,436 $ 14,707 $ 4,933 -- $ 232,076
Gross profit.................................... 92,743 6,820 4,535 -- 104,098
Operating (loss) income......................... (18,742) 258 (976) -- (19,460)
EBITDA(1)....................................... 1,259 1,409 4,295 -- 6,963

Total capital expenditures...................... 17,325 -- -- -- 17,325
Identifiable assets for continuing operations... 149,842 101,697 401,098 11,267 663,904

Net assets held for disposition................. -- 26,000 -- -- 26,000
--------- ---------- --------- --------- ---------
Total identifiable assets....................... $ 149,842 $127,697 $401,098 $ 11,267 $ 689,904

Toys Publishing Licensing Corporate Total
--------- ---------- ---------- --------- --------
(in thousands)
Year ended December 31, 1999
Net sales....................................... $ 245,775 $ 43,007 $ 30,863 -- $ 319,645
Gross profit.................................... 119,788 18,725 30,274 -- 168,787
Operating income (loss)......................... 10,932 3,707 (100) (14,283) 256
EBITDA(1)....................................... 30,282 8,341 19,851 (14,283) 44,191

Total capital expenditures...................... 20,977 -- -- -- 20,977

Identifiable assets for continuing operations... $ 184,973 $ 86,263 $383,401 -- $654,637
---------- --------- --------- -------- --------
Total identifiable assets....................... $ 184,973 $ 86,263 $383,401 -- $654,637

</TABLE>

(1) "EBITDA" is defined as earnings before extraordinary items, interest
expense, taxes, depreciation and amortization. EBITDA does not represent net
income or cash flow from operations as those terms are defined by generally
accepted accounting principles and does not necessarily indicate whether
cash flows will be sufficient to fund cash needs.

F-30
<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

16. Supplemental Financial Information

The following represents the supplemental consolidating condensed financial
statements of Marvel Enterprises, Inc., which is the issuer of the Senior Notes,
and its subsidiaries that guarantee the Notes and the non-guarantor subsidiaries
as of December 31, 1998 and 1999 and for each of the three years ended December
31, 1999.

Issuer
And Non-
Guarantors Guarantors Total

----------- ---------- ---------
(in thousands)
<S> <C> <C> <C>

For The Year Ended December 31, 1997
Net sales................................... $ 117,571 $ 33,241 $150,812
Gross profit................................ 33,542 10,319 43,861
Operating (loss)income...................... (55,205) 5,917 (49,288)
Net (loss)income............................ (34,613) 5,148 (29,465)

For The Year Ended December 31, 1998
Net sales................................... $ 196,106 $ 35,970 $232,076
Gross profit................................ 91,281 12,817 104,098
Operating (loss) income..................... (21,106) 1,646 (19,460)
Net (loss) income........................... (33,806) 1,196 (32,610)

For The Year Ended December 31, 1999
Net sales................................... $ 280,355 $ 39,290 $319,645
Gross profit................................ 154,759 14,028 168,787
Operating (loss) income..................... (4,925) 5,181 256
Net (loss) income........................... (37,994) 4,203 (33,791)

Issuer
And Non- Inter-
Guarantors Guarantors company Total
----------- ---------- ----------- --------
(in thousands)
December 31, 1998
Current assets ............................. $ 173,985 $ 27,095 $ (28,496) $172,584
Non-current assets.......................... 513,412 3,908 -- 517,320
----------- ---------- ---------- --------

Total assets................................ $ 687,397 $ 31,003 $ (28,496) $689,904
=========== ======== ========== ========
Current liabilities......................... 329,674 4,798 (28,496) 305,976
Non-current liabilities..................... 27,924 -- -- 27,924
8% Preferred Stock.......................... 172,380 -- -- 172,380
Stockholders' equity........................ 157,419 26,205 -- 183,624
----------- -------- ---------- --------

$ 687,397 $ 31,003 $ (28,496) $689,904
=========== ======== ========== ========

December 31, 1999

Current assets.............................. $ 165,580 $ 7,329 $ -- $172,909
Non-current assets.......................... 481,302 32,427 (32,001) 481,728
----------- ------- ---------- --------
Total assets................................ $ 646,882 $39,756 $ (32,001) $654,637
=========== ======= ========== ========
Current liabilities......................... 103,877 9,114 (32,001) 80,990
Non-current liabilities..................... 251,094 -- -- 251,094
8% Preferred Stock.......................... 186,790 -- -- 186,790
Stockholders' equity........................ 105,121 30,642 -- 135,763
----------- ------- ---------- --------

$ 646,882 $39,756 $ (32,001) $654,637
=========== ======= ========== ========

</TABLE>

F-31

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

Issuer
and Non-
Guarantors Guarantors Total
---------- ----------- --------
(in thousands)
<S> <C> <C> <C>

Year Ended December 31, 1997
Cash Flows From Operating Activities:
Net (loss) Income.......................................... $ (34,613) $ 5,148 $(29,465)
=========== =========== =========
Net cash provided by (used in) operating activities... 13,191 (440) 12,751
Net cash (used in) provided by investing activities... (22,503) 203 (22,300)
Net cash provided by financing activities............. 11,123 11,123
----------- ----------- ---------
--
--
Net increase (decrease) in cash............................ 1,811 (237) 1,574
Cash, at beginning of year................................. 5,151 871 6,022
----------- ----------- ---------
Cash, at end of year....................................... $ 6,962 $ 634 % 7,596
=========== =========== =========

Year Ended December 31, 1998
Cash Flows From Operating Activities:
Net (loss) Income.......................................... $ (33,806) $ 1,196 $(32,610)
=========== =========== =========
Net cash provided by operating activities... 40,959 1,025 41,984
Net cash used in investing activities... (285,164) (225) (285,389)
Net cash provided by financing activities... 279,500 279,500
----------- ----------- ---------
--
--
Net increase in cash...................................... 35,295 800 36,095
Cash, at beginning of year ............................... 6,962 634 7,596
----------- ----------- --------
Cash, at end of year...................................... $ 42,257 $ 1,434 $ 43,691
=========== =========== =========

Year Ended December 31, 1999
Cash Flows From Operating Activities:
Net (loss) Income......................................... $ (37,994) $ 4,203 $(33,791)
=========== ========== =========
Net cash provided by operating activities............ 57 758 815
Net cash used in investing activities................ (18,981) (29) (19,010)
Net cash provided by financing activities............ 39,318 -- 39,318
----------- -----------
Net increase in cash...................................... 20,394 729 21,123
Cash, at beginning of year............................... 42,257 1,434 43,691
----------- ----------- ---------
Cash, at end of year..................................... $ 62,651 $ 2,163 $ 64,814
=========== ========== =========

</TABLE>

F-32

<PAGE>

MARVEL ENTERPRISES, INC.
(formerly Toy Biz, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 1999

VALUATION AND QUALIFYING ACCOUNTS

Allowances

Balance Acquired Charged to Sales Charged to Balance
At Beginning in MEG or Costs and Other at End
Description of Period Acquisition Expenses Accounts Deductions of Period
- ----------------------------------- ------------ ----------- --------------- ---------- ---------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>

Year Ended December 31, 1997
Allowances included in Accounts
Receivable. Net:

Doubtful accounts--current......... $ 485 -- -- -- $ 55 $ 430
Advertising, markdowns, returns,
volume discounts and other...... 14,856 -- 55,746(1) -- 41,215 29,387

Year Ended December 31, 1998
Allowances included in Accounts
Receivable. Net:

Doubtful accounts--current......... 430 3,112 409(2) -- 343 3,608
Doubtful accounts--non-current..... -- 521 -- -- -- 521
Advertising, markdowns, returns,
volume discounts, and other..... 29,387 6,255 33,998(1) -- 48,325 21,315

Year Ended December 31, 1999
Allowances included in Accounts
Receivable. Net:

Doubtful accounts--current......... 3,608 -- 1,141(3) -- 798 3,951
Doubtful accounts--non-current..... 521 -- 580(2) -- 121 980
Advertising, markdowns, returns,
volume discounts and other...... 21,315 (380) 47,728 (1) -- 44,102 24,561

</TABLE>

(1) Charged to sales
(2) Charged to costs and expenses.
(3) 1,228 charged to costs and expenses and (87) charged to sales.

F-33

EXHIBIT 10.19

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of October 29, 1999, between Marvel
Enterprises, Inc., a Delaware corporation (the "Company") and Richard Ungar (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, except as stated herein below, to the Company as President of the
Company's Marvel Characters Group or in such other executive position as may be
mutually agreed upon by the Company and the Executive. The Executive shall
report solely to the Company's Chief Executive Officer and Board of Directors
and shall perform such other duties consistent with such positions as may be
assigned to the Executive by the Company's Chief Executive Officer or Board of
Directors.

1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability. The Company and Executive acknowledge that the Company has also entered
into a Loan Out Agreement for Executive Producer Services of the Executive,
dated the same date as this Agreement, pursuant to which Brentwood Television
Funnies, Inc. ("Brentwood") has agreed to supply the Executive to the Company to
serve as an Executive Producer of television programs of the Company (the
"Loan-Out Agreement"). The Executive agrees to devote the Executive's entire
business time, energy and skill to the Executive's employment under this
Agreement and to the provision of services under the Loan Out Agreement and to
use the Executive's professional efforts, skill and ability to promote the
Company's interests. The Company acknowledges that the Executive is currently
involved in various business projects which are listed on Schedule 1 to this
Agreement (the "Prior Projects"). The Company acknowledges that the Prior

<PAGE>

Projects are the personal business activities of the Executive and agrees that
the Executive may continue to devote up to 10% of his business time, in the
aggregate, to the Prior Projects and to any other personal business activities
of the Executive which are approved by the Board (the "Other Approved
Activities") to the extent that the Prior Projects and the Other Approved
Activities do not materially interfere with the performance of the Executive's
duties under this Agreement. The Executive agrees to accept election, and to
serve during all or any part of the Term, as an officer or director of the
Company and of any subsidiary or affiliate of the Company, without any
compensation therefor other than that specified in this Agreement, if elected to
any such position by the shareholders or by the Board of Directors of the
Company or of any subsidiary or affiliate, as the case may be. If the Executive
is elected a director of the Company, as contemplated herein, the Company shall
provide the Executive with the same director and officer liability insurance
coverage as that provided to other directors under any director and officer
liability insurance policy of the Company which is in effect at that time.

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,
California, subject to reasonable and customary travel requirements on behalf of
the Company. The Company and the Executive understand that the Executive's
duties are likely to require him to spend a portion of his business time at the
Company's office in New York City and that the amount of time that the Executive
is required to spend at the Company's New York City office will fluctuate from
month to month based upon the projects on which the Executive is then working.
The Company agrees, however, that the portion of the Executive's time that he is
required to spend at the Company's New York City office is not generally
expected to exceed one week per month.

2. Term of Employment

2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence on October 25, 1999 (the "Effective Date")
and shall end on October 25, 2002 (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 hereto
provides the other party with written notice (a "Notice of Nonrenewal"), not
later than sixty days prior to the Expiration Date, of its election not to
permit the Term to be so extended, and the Expiration Date shall thereafter be
automatically postponed for one additional year and the Term shall thereafter be
automatically extended by one additional year, on each subsequent anniversary of
the date of this Agreement, unless either party provides the other party with
written notice, not later than sixty days prior to such subsequent anniversary

<PAGE>

of the date of this Agreement, of its election not to permit the Term to be so
extended.

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 $250,000 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 a cash
bonus on the Effective Date in the amount of $40,000 as a starting bonus (the
"Effective Date Bonus") and an additional cash bonus in respect of 1999 in the
amount of $100,000 (the "1999 Bonus"). With respect to each fiscal year of the
Term after 1999, the Executive will be eligible to receive a cash bonus based
upon the attainment of performance goals set by the Board of Directors (the
"Bonus Performance Goals"). The Executive's target annual bonus amount shall be
85% of his base salary for the year. If the Executive's Base Salary is increased
by the Board of Directors, the Board of Directors shall also review the
Executive's target annual bonus amount and may increase, but not decrease, the
Executive's target annual bonus as a percentage of his base salary. The 1999
Bonus shall be paid to the Executive no later than February 1, 2000. Each annual
bonus in respect of subsequent fiscal years shall be paid when annual bonuses
are paid generally to the Company's other senior executive officers but in no
event later than the ninetieth day of the next fiscal year.

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

3.4 Vacation. During the Term, the Executive shall be entitled to a
vacation period or periods of four (4) weeks per year 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
<PAGE>

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 executive employees generally, 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 2 to this
Agreement.

4. Termination.

4.1 Death. If the Executive shall die during the Term, the Term shall
terminate immediately.

4.2 Disability. If during the Term the Executive shall become
physically or mentally disabled, whether totally or partially, such that the
Executive is unable to perform the Executive's principal services hereunder for
(i) a period of six consecutive months or (ii) for shorter periods aggregating
six months during any twelve month period, the Company may at any time after the
last day of the six consecutive months of disability or the day on which the
shorter periods of disability shall have equaled an aggregate of six months, by
written notice to 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 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) 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 or nolo
contendre to, an offense which is a felony in the jurisdiction involved.

<PAGE>

4.4 Other Permitted Termination by the Company. The Term may be
terminated by the Company at any time if the term of Brentwood's engagement
under the Loan Out Agreement (the "Loan Out Term") is terminated by the Company
as permitted by, and not in breach by the Company of, the Loan Out Agreement or
if the Loan Out Term is terminated by Brentwood for any reason.

4.5 Permitted Termination by the Executive. (a) The Term may be
terminated by the Executive upon notice to the Company of any event constituting
"Good Reason" as defined herein. As used herein, the term "Good Reason" means
the occurrence of any of the following, without the prior written consent of the
Executive: (i) assignment of the Executive to duties materially inconsistent
with the Executive's positions as described in Section 1.1 hereof, or any
significant diminution in the Executive's duties or responsibilities, other than
in connection with the termination of the Executive's employment for Cause or
disability or by the Executive other than for Good Reason; (ii) any material
breach of this Agreement by the Company which is continuing;(iii) a change in
the location of the Executive's principal place of employment to a location
other than as specified in Section 1.3 hereof; or (iv) the occurrence of a Third
Party Change in Control (as defined in Section 4.5(d)) provided, however, that
the Executive shall not be deemed to have Good Reason pursuant to clauses (i)
and (ii) above unless the Executive gives the Company written notice that the
specified conduct or event has occurred and making specific reference to this
Section 4.5 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.

(c) The Term may be terminated by the Executive at any time if the
Loan Out Term is terminated by Brentwood as permitted by, and not in breach by
Brentwood of, the Loan Out Agreement or if the Loan Out Term is terminated by
the Company for any reason.

4.6 Severance. (a) If the Term is terminated (A) pursuant to Section
4.1, 4.2 or 4.3 of this Agreement, (B) by the Executive other than pursuant to
Section 4.5(a) of this Agreement, or (C) by the Company pursuant to Section 4.4
of this Agreement in connection with or following termination of the Loan Out
Term under the circumstances described in clauses (A) or (B) of Section 4.6(a)
of the Loan Out Agreement 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, 3.5 and 3.6 hereof to the date on which such termination

<PAGE>

shall take effect. In addition, if the Term is terminated pursuant to Section
4.1 or 4.2 of this Agreement or by the Company pursuant to Section 4.4 of this
Agreement in connection with or following termination of the Loan Out Agreement
pursuant to Section 4.1 or 4.2 of the Loan Out Agreement, the Executive shall
also be entitled to receive any bonus which he has been awarded under Section
3.2 in respect of a previously completed fiscal year but which has not 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 1999 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. If, within three months after the
Effective Date, the Term is terminated pursuant to Section 4.3 of this
Agreement, by the Executive other than pursuant to Section 4.5(a) of this
Agreement, or by the Company pursuant to Section 4.4 of this Agreement in
connection with or following termination of the Loan Out Agreement pursuant to
Section 4.3 of the Loan Out Agreement or under the circumstances described in
clause (B) of Section 4.6(a) of the Loan Out Agreement, the Executive shall
promptly repay to the Company the Effective Date Bonus and the Company shall
have the right to offset any severance amounts due to the Executive by the
amount not so repaid. If, prior to June 30, 2000, the Term is terminated
pursuant to Section 4.3 of this Agreement, by the Executive other than pursuant
to Section 4.5(a) of this Agreement, or by the Company pursuant to Section 4.4
of this Agreement in connection with or following termination of the Loan Out
Agreement pursuant to Section 4.3 of the Loan Out Agreement or under the
circumstances described in clause (B) of Section 4.6(a) of the Loan Out
Agreement, the Executive shall promptly repay to the Company the 1999 Bonus and
the Company shall have the right to offset any severance amounts due to the
Executive by the amount not so repaid.

(b) Except as provided in Section 4.6(c) of this Agreement, if the
Term is terminated (A) by the Executive pursuant to clauses (i), (ii) or (iii)
of Section 4.5(a) of this Agreement, (B) by the Company other than pursuant to
Section 4.1, 4.2, 4.3 or 4.4 of this Agreement, (C) by the Executive pursuant to
Section 4.5(c) of this Agreement in connection with or following termination of
the Loan Out Term under the circumstances described in clause (A) or (B) of
Section 4.6(a) of the Loan Out Agreement, or (D) if the Term expires on the
Scheduled Expiration Date as a result of the Company giving a Notice of
Nonrenewal, 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 second anniversary of the date of termination, (ii) if termination occurs
prior to the time that the 1999 Bonus is paid, a bonus in the amount of

<PAGE>

$100,000, if termination occurs after December 31, 1999, a Pro Rata Bonus, and
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, and (iii) fringe benefits in
the manner and amounts specified in Section 3.5 until the earlier of the
Expiration Date, the period ending on the date the Executive begins work as an
employee or consultant for any other entity or 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 (iii) of this Section 4.6(b)(unless
vesting is accelerated upon the occurrence of a Third Party Change in Control as
described in Schedule I) and shall remain exercisable for ninety days after the
end of that period. Bonuses payable pursuant to this Section 4.6(b), other than
the Pro Rata Bonus, shall be payable in the manner described in Section 3.2
within 30 days after the date of termination. The Pro Rata Bonus to which the
Executive is entitled, if any, shall be paid within the time period provided in
Section 4.6(a) of this Agreement. The Executive shall have no duty or obligation
to mitigate the amounts or benefits required to be provided pursuant to this
Section 4.6(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, up to one-half of the Base Salary payable to the Executive pursuant
to this Section 4.6(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 4.6(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 4.6(b) shall be terminated. As a condition
to the Executive receiving the payments under Section 4.6(b), the Executive
agrees to permit verification of his employment records and Federal income tax
returns by an independent attorney or accountant, selected by the Company but
reasonably acceptable to the Executive, who agrees to preserve the
confidentiality of the information disclosed by the Executive except to the
extent required to permit the Company to verify the amount received by Executive
from other active employment.

(c) If the Term is terminated upon or following the occurrence of a
Third Party Change in Control (as defined in Section 4.6(d)) or in contemplation
of a Third Party Change in Control, and such termination is by the Executive

<PAGE>

pursuant to Section 4.5(a) of this Agreement, by the Company other than pursuant
to Section 4.1, 4.2, 4.3 or 4.4 of this Agreement, by the Executive pursuant to
Section 4.5(c) of this Agreement in connection with or following termination of
the Loan Out Agreement under the circumstances described in to clause (A) or (B)
of Section 4.6(b) of the Loan Out Agreement, or occurs on the Scheduled
Expiration Date as a result of the Company giving a Notice of Nonrenewal, the
Company shall thereafter provide the Executive (i) an amount equal to two (2)
times the sum of (x) the then current Base Salary and (y) the average of the two
most recent annual bonuses paid (treating any annual bonus which is not paid as
a result of the Executive's failure to attain the Bonus Performance Goals as
having been paid in an amount equal to zero) to the Executive during the Term
(or if only one annual bonus has been paid, the amount of that annual bonus, and
if that termination occurs prior to the time at which the 1999 Bonus is paid,
$100,000), 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 the second anniversary of 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 the second anniversary of 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 the second
anniversary of the date of termination unless vesting is accelerated upon the
occurrence of the Third Party Change in Control as described in Schedule I.

<PAGE>

Persons; provided, that the voting power of the voting stock of the Company
"beneficially owned" (as such term is used in Rule 13d-3 promulgated under the
Exchange Act) by such Excluded Persons (without attribution to such Excluded
Persons of the ownership by other members of the "group") represents a majority
of the voting power of the voting stock "beneficially owned" (as such term is
used in Rule 13d-3 promulgated under the Exchange Act) by such group or (ii)
exists solely by virtue of the fact that the members of such group are parties
to the Stockholders' Agreement, dated as of October 1, 1998, by and among the
Company, Isaac Perlmutter, Avi Arad, Mark Dickstein, The Chase Manhattan Bank,
Morgan Stanley & Co. Incorporated, Whippoorwill Associates Incorporated and
various other stockholders of the Company, as that agreement may be amended from
time to time (the "Stockholders Agreement"). "Excluded Person" means (i) while
the Stockholders Agreement is in effect in substantially its current form, any
person or entity who or which is a party to the Stockholders Agreement as of the
Effective Date and any affiliate of such a party to the Stockholders Agreement
who becomes a party to the Stockholders Agreement, and (ii) Isaac Perlmutter and
Avi Arad or any of their affiliates.

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

<PAGE>

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 4.6(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 4.6(e)(iii)
below. The Company and the Executive shall resolve any Dispute in accordance
with the terms of this Agreement.

<PAGE>

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.

(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.

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:

<PAGE>

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 During his employment and 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 other than pursuant to Section 4.4(a), the Executive shall not,
directly or indirectly, enter the employ of, or render any services to, any
person, firm or corporation engaged in any business competitive with the
business of the Company or of any of its subsidiaries or affiliates; the
Executive shall not engage in such business on the Executive's own account; and
the Executive shall not become interested in any such business, directly or
indirectly, as an individual, partner, shareholder, director, officer,
principal, agent, employee, trustee, consultant, or in any other relationship or
capacity; provided, however, that nothing contained in this Section 5.2 shall be
deemed to prohibit the Executive from acquiring, solely as an investment, up to
five percent (5%) of the outstanding shares of capital stock of any public
corporation or from engaging in the Prior Projects and Other Approved Activities
as contemplated by Section 1.2.

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

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

<PAGE>

as the result of any transactions constituting a breach of any of the provisions
of Section 5.2 hereof, and the Executive hereby agrees to account for and pay
over such Benefits to the Company. Each of the rights and remedies enumerated
above shall be independent of the other, and shall be severally enforceable, and
all of such rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Company under law or in equity.

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

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

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

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

<PAGE>

Company, all expenses (including reasonable attorneys' fees) of the Executive in
such action, suit or other proceeding shall (on demand of the Executive) be paid
by the Company.

6. Inventions and Patents.

6.1 The Executive agrees that, except as provided in Section 6.2, 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.

6.2 The Company acknowledges that the Executive may conceive, develop
or invent Inventions in connection with his work on the Prior Projects and Other
Permitted Activities. The Company agrees that it shall have no interest in any
Inventions which relate primarily to the Prior Projects or Other Permitted
Activities. Nothing contained herein shall be construed so as to grant the
Company any interest whatsoever in any such Inventions or in any Inventions
which were created prior to the Effective Date.

7. Intellectual Property.

7.1 Except as provided in Section 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 (collectively, "Intellectual
Property"), 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

<PAGE>

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 Intellectual Property.

7.2. The Company acknowledges that the Executive will acquire, obtain,
develop and create Intellectual Property in connection with his work on the
Prior Projects and Other Permitted Activities. The Company agrees that it shall
have no right, title or interest in any Intellectual Property which was
developed in connection with, or relates primarily to, the Prior Projects or
Other Permitted Activities. Nothing contained herein shall be construed so as to
grant the Company any right, title or interest whatsoever in any Intellectual
Property which was created or acquired by the Executive prior to the Effective
Date.

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

<PAGE>

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 (and, if the arbitration
proceeding also relates to the Loan Out Agreement, the Producer) 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.
387 Park Avenue South
New York, New York 10016
Attention: President

If to the Executive, to:

Richard Ungar
305 Dalehurst Avenue
Los Angeles, California 90024

11. General.

11.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in New York, without regard to the conflict of law
principles of such state.

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

<PAGE>

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.

<PAGE>

corporation or other business entity directly or indirectly controlling,
controlled by or under common control with the Company or other business entity
in question.

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

COMPANY:

MARVEL ENTERPRISES, INC.

/s/ F. Peter Cuneo
By: -------------------------
Name: F. Peter Cuneo
Title: President & Chief
Executive Officer

EXECUTIVE:
/s/ Richard Ungar
---------------------------
Richard Ungar

<PAGE>

SCHEDULE 1

Prior Projects

In Production:

"Dan Dare: Pilot of the Future"
"Kong: The Animated Series"

In Development:

"Dojo Dogs"
"ComBatz"
"Snug as a Bug in a Rug"
"Pencilneck Mall"

Toys in Development:

"ToolBots"
"Hop Scotch Babies"

Other Business Interests:

Unnamed Art Bilger Internet Company - involvement to be limited to advisory role
and possibly a board seat.

Consultancy and board membership with BKN until December 31, 1999.

<PAGE>

SCHEDULE 2

Additional Benefits:

1. Automobile Allowance. The Executive shall be eligible for an
automobile allowance in the amount of $1,300 per month in accordance with the
Company's policy.

2. Stock Option Plan. The Executive shall be eligible to participate
in the Marvel Enterprises, Inc. Stock Option Plan (the "Stock Option Plan") and
to receive 200,000 options to purchase shares (the "Shares") of the common
stock, par value $.01 per share ("Common Stock"), of the Company pursuant to the
terms of the Marvel Enterprises, Inc. Stock Option Plan (the "Stock Option
Plan") and related Stock Option Agreement subject to the terms and conditions
approved by the committee of the Board of Directors of the Company which
administers the Stock Option Plan. The options shall be scheduled to vest as to
one-third of the Shares on each of the first, second and third anniversaries of
the date they are granted, shall vest as to all of the Shares upon a Third Party
Change in Control and shall be subject to all other terms and conditions of the
Stock Option Plan and the related Stock Option Agreement between the Company and
the Executive. The Executive's participation in the Stock Option Plan shall not
be, or be deemed to be, a fringe benefit or additional benefit for purposes of
Section 4.6(b)(iii) of this Agreement, and the Executive's stock option rights
shall be governed strictly in accordance with the Stock Option Plan and the
related Stock Option Agreement. In the event of any conflict between this
Agreement and the Stock Option Plan and the related Stock Option Agreement, or
any ambiguity in any such agreements, the Stock Option Plan and the related
Stock Option Agreement shall control.

3. Travel. The Executive shall be reimbursed for all reasonable costs
and expenses when traveling on Company business. The Executive shall be entitled
to travel by business class on all trans-continental and international business
flights. When the Executive stays overnight in New York City in the performance
of his duties, the Company shall, at the option of the Executive, either
reimburse the Executive for the cost of hotel accommodations in an amount up to
$250 per night plus taxes or, if the Executive stays in his own apartment in New
York City, pay the Executive $200 per night in lieu of hotel expense.

4. Reimbursement of COBRA Expenses. The Executive shall be reimbursed
for the cost of continued COBRA coverage under the health insurance plans of his
former employer until he becomes eligible to participate in the Company's health
insurance plan.

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

<PAGE>

EXHIBIT 10.20

LOAN OUT AGREEMENT
FOR EXECUTIVE PRODUCER SERVICERS
OF
RICHARD UNGAR

AGREEMENT dated as of October 29, 1999 between Marvel Enterprises,
Inc., a Delaware corporation (the "Company"); and Brentwood Television Funnies,
Inc. (the "Lender") for the services of its employee, Richard Ungar (the
"Producer").

1. Services, employment and acceptance. The Company engages the Lender
and Lender agrees to supply and make available to the Company, the services of
the Producer to serve as Executive Producer on all television programs involving
the Marvel characters during the term of this agreement, along with such other
individuals as the Company may select as Executive Producers on such television
programs, provided, that, if the Lender or the Producer shall be entitled to any
fees as a result of the same, the Lender or the Executive, as the case may be,
shall assign to the Company any such rights to such fees.

2. Term. The term of the engagement provided for in Section 1 of this
Agreement (the "Term") shall commence on October 25, 1999 and shall end on
October 25, 2002 (the "Expiration Date"). The Term shall end earlier than the
Expiration Date if sooner terminated pursuant to Section 4 of this Agreement.
The Company and the Producer are parties to an employment agreement, dated the
same date as this agreement, pursuant to which the Producer is to be employed by
the Company as President of the Company's Marvel Characters Group (the
"Employment Agreement"). If the term of the Producer's employment under the
Employment Agreement (the "Employment Term") is extended to a date which is
later than the Expiration Date, the Expiration Date shall be automatically
postponed, and the Term shall be automatically extended, to the later date to
which the Employment Term is extended.

-3-

<PAGE>

3. Compensation. As compensation for all services to be rendered
pursuant to this Agreement, the Company agrees to pay Lender during the Term a
producer fee, payable bi-weekly in arrears, at the annual rate of $175,000.
Lender shall be paid as a fully independent contractor and shall be solely
responsible for any withholdings and deductions required by applicable law and
regulations. The producer fee 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 producer fee as in effect from time to time is referred to in
this Agreement as the "Producer Fee". If there ceases to be any television
production by the Company during the Term, the Company shall continue to pay the
Producer Fee to the Lender which shall, in such event, provide the services of
Producer as a creative consultant to Company for the Company's other creative
ventures.

4. Termination.

4.1 Death. If the Producer shall die during the Term, the Term shall
terminate immediately.

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

4.3 Cause. The Term may be terminated by the Company upon notice to
the Lender upon the occurrence of any event constituting "Cause" as defined
herein. As used herein, the term "Cause" means: (i) the Lender's or the
Producer's willful and intentional failure or refusal to perform or observe any
of their 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 Lender written notice
that the specified conduct has occurred and making specific reference to this
Section 4.3(i) and the Lender or the Producer, as the case may be, fails to cure
the conduct within thirty (30) days after the Lender's receipt of such notice;
(ii) breach by the Lender or the Producer of any of their obligations under
Section 5 hereof; (iii) any willful and intentional acts of the Producer or the
Executive involving fraud, theft, misappropriation of funds, embezzlement or
material dishonesty affecting the Company or willful misconduct by the Lender or
the Producer which has, or could reasonably be expected to have, a material
adverse effect on the Company; or (iv) the Lender's or the Executive's
conviction of, or plea of guilty or nolo contendre to, an offense which is a
felony in the jurisdiction involved.

4.4 Other Permitted Termination by the Company. The Term may be
terminated by the Company at any time if the Employment Term is terminated by
the Company as permitted by, and not in breach of, the Employment Agreement or
if the Employment Agreement is terminated by the Executive for any reason.

4.5 Permitted Termination by the Lender. (a) The Term may be
terminated by the Lender 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
Lender: (i) assignment of the Producer to duties materially inconsistent with
the Producer's position as described in Section 1.1 hereof; (ii) any material
breach of this Agreement by the Company which is continuing; or (iii) the
occurrence of a Third Party Change in Control (as defined in Section 4.6(d))
provided, however, that the Lender shall not be deemed to have Good Reason
pursuant to clauses (i) and (ii) above unless the Lender gives the Company
written notice that the specified conduct or event has occurred and making
specific reference to this Section 4.5 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 Lender 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.

(c) The Term may be terminated by the Lender at any time if the
Employment Term is terminated by the Producer pursuant to Section 4.5(a) of the
Employment Agreement.

4.6 Termination Fee. (a) If the Term is terminated (A) pursuant to
Section 4.1, 4.2 or 4.3 of this Agreement,(B) by the Lender other than pursuant
to Section 4.5(a) of this Agreement, or (C) by the Company pursuant to Section
4.4 of this Agreement in connection with or following termination of the
Employment Term under the circumstances described in clauses (A) or (B) or
Section 4.6(a) of the Employment Agreement, the Lender shall be entitled to
receive its Producer Fee at the rate provided in Section 3 hereof to the date on
which such termination shall take effect.

-9-

<PAGE>

(b) Except as provided in Section 4.6(c) of this Agreement, if the
Term is terminated (A) by the Lender pursuant to clauses (i) or (ii) of Section
4.5(a) of this Agreement, (B) by the Company other than pursuant to Section 4.1,
4.2, 4.3 or 4.4 of this Agreement, (C) by the Lender pursuant to Section 4.5(c)
of this Agreement in connection with or following termination of the Employment
Term under the circumstances described in clause (A) or (B) of Section 4.6(b) of
the Employment Agreement, or (D) if the Employment Term expires as a result of
the Company giving a Notice of Nonrenewal under the Employment Agreement, the
Company shall continue thereafter to pay the Producer Fee to the Lender until
the second anniversary of the date of termination. The Lender shall have no duty
or obligation to mitigate the amounts or benefits required to be provided
pursuant to this Section 4.6(b), nor shall any such amounts or benefits be
reduced or offset by any other amounts to which Lender may become entitled;
provided, that if the Producer 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, up to one-half of the Producer Fee payable to the
Lender pursuant to this Section 4.6(b) shall be reduced by an amount equal to
the amount earned from such employment with respect to that period (and the
Lender shall be required to return to the Company, without interest, any amount
by which such payments pursuant to Section this 4.6(b) exceed the Producer Fee
to which the Executive is entitled after giving effect to that reduction). As a
condition to the Lender receiving the payments under Section 4.6(b), the Lender
agrees to cause the Producer to permit verification of his employment records
and Federal income tax returns by an independent attorney or accountant,
selected by the Company but reasonably acceptable to the Lender, who agrees to
preserve the confidentiality of the information disclosed by the Producer except
to the extent required to permit the Company to verify the amount received by
the Producer from other active employment.

(c) If the Term is terminated upon or following the occurrence of a
Third Party Change in Control (as defined in Section 4.5(d)) or in contemplation
of a Third Party Change in Control, and such termination is by the Lender
pursuant to Section 4.5(a) of this Agreement, by the Company other than pursuant
to Section 4.1, 4.2, 4.3 or 4.4 of this Agreement, by the Lender pursuant to
Section 4.5(c) of this Agreement in connection with or following termination of
the Employment Term under the circumstances described in clause (A) or (B) of
Section 4.6(b) of the Employment Agreement, or occurs as a result of the Company
giving a Notice of Nonrenewal under the Employment Agreement, the Company shall
thereafter pay to the Producer an amount equal to two (2) times the then current
Producer Fee.

(d) For purposes of this Agreement, a Third Party Change in Control
shall be deemed to have occurred if (i) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), other than an Excluded Person or Excluded Group
(as defined below) (hereinafter, a "Third Party"), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then outstanding securities
entitled to vote in the election of directors of the Company, (ii) the Company
is a party to any merger, consolidation or similar transaction as a result of
which the shareholders of the Company immediately prior to such transaction
beneficially own securities of the surviving entity representing less than fifty
percent (50%) of the combined voting power of the surviving entity's outstanding
securities entitled to vote in the election of directors of the surviving entity
or (iii) all or substantially all of the assets of the Company are acquired by a
Third Party. "Excluded Group" means a "group" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) that (i) includes one or more Excluded
Persons; provided, that the voting power of the voting stock of the Company
"beneficially owned" (as such term is used in Rule 13d-3 promulgated under the
Exchange Act) by such Excluded Persons (without attribution to such Excluded
Persons of the ownership by other members of the "group") represents a majority
of the voting power of the voting stock "beneficially owned" (as such term is
used in Rule 13d-3 promulgated under the Exchange Act) by such group or (ii)
exists solely by virtue of the fact that the members of such group are parties
to the Stockholders' Agreement, dated as of October 1, 1998, by and among the
Company, Isaac Perlmutter, Avi Arad, Mark Dickstein, The Chase Manhattan Bank,
Morgan Stanley & Co. Incorporated, Whippoorwill Associates Incorporated and
various other stockholders of the Company, as that agreement may be amended from
time to time (the "Stockholders Agreement"). "Excluded Person" means (i) while
the Stockholders Agreement is in effect in substantially its current form, any
person or entity who or which is a party to the Stockholders Agreement as of the
Effective Date and any affiliate of such a party to the Stockholders Agreement
who becomes a party to the Stockholders Agreement, and (ii) Isaac Perlmutter and
Avi Arad or any of their affiliates.

5. Inventions and Patents.

5.1 The Lender agrees that, except as provided in Section 5.2, all
processes, technologies and inventions, including new contributions,
improvements, ideas and discoveries, whether patentable or not, conceived,
developed, invented or made by the Lender or the Producer during the Term or for
one year thereafter (collectively, "Inventions") shall belong to the Company,
provided, that such Inventions grew out of the Producer'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 Lender shall promptly disclose such
Inventions to the Company and shall, subject to reimbursement by the Company for
all reasonable expenses incurred by the Lender or the Producer in connection
therewith, (a) assign, and cause the Producer to assign, to the Company, without
additional compensation, all patent and other rights to such Inventions for the
United States and foreign countries; (b) sign, and cause the Producer to sign,
all papers necessary to carry out the foregoing; and (c) cause the Producer to
give testimony in support of the Producer's or the Lender's inventorship.

5.2 The Company acknowledges that the Lender and the Producer may
conceive, develop or invent Inventions in connection with the Producer's work on
the Prior Projects and Other Permitted Activities. The Company agrees that it
shall have no interest in any Inventions which relate primarily to the Prior
Projects or Other Permitted Activities. Nothing contained herein shall be
construed so as to grant the Company any interest whatsoever in any such
Inventions or in any Inventions which were created prior to the Effective Date.

6. Intellectual Property.

6.1 Except as provided in Section 5.2, the Company shall be the sole
owner of all the products and proceeds of the Lender's and the Producer's
services hereunder, including, but not limited to, all materials, ideas,
concepts, formats, suggestions, developments, arrangements, packages, programs
and other intellectual properties that the Lender or the Producer may acquire,
obtain, develop or create in connection with and during the Term (collectively,
"Intellectual Property"), free and clear of any claims by the Lender or the
Producer (or anyone claiming under the Lender or Producer) of any kind or
character whatsoever (other than the Lender's right to receive payments
hereunder). The Lender shall, and shall cause the Producer to, 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 Intellectual Property.

6.2 The Company acknowledges that the Lender and the Producer will
acquire, obtain, develop and create Intellectual Property in connection with the
Producer's work on the Prior Projects and Other Permitted Activities. The
Company agrees that it shall have no right, title or interest in any
Intellectual Property which was developed in connection with, or relates
primarily to, the Prior Projects or Other Permitted Activities. Nothing
contained herein shall be construed so as to grant the Company any right, title
or interest whatsoever in any Intellectual Property which was created or
acquired by the Executive prior to the Effective Date.

7. Lender Representations. The Lender represents that it is a validly
existing corporation and has the sole and exclusive right and authority to
provide the services of the Producer to the Company as contemplated by this
Agreement, and that the entering into and performance of this agreement by the
Lender and the provision of services hereunder by the Producer and the
acceptance thereof by the Company will not violate any law, rule, regulation,
order, contract or agreement to which either the Lender or the Producer is a
party or is bound or affected.

8. Independent Contractors; No Joint Venture. The parties acknowledge
and agree that the relationship between the Company and the Lender is that of
independent contractors and not that of employer and employee. Nothing in this
agreement is intended to create or will be deemed to create or constitute a
joint venture or partnership between the Company and the Lender.

9. Payroll Taxes. The Lender will be responsible for the payment of
all withholding, payroll and other taxes payable in respect of the payments
received by the Lender under this agreement and hereby agrees to indemnify and
hold the Company harmless from any obligation or penalty arising from the
failure to pay such taxes.

10. Arbitration; Legal Fees. 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 Lender's reasonable costs and expenses incurred in connection with any
arbitration proceeding pursuant to this Section 10 if the Lender (and, if the
arbitration proceeding also relates to the Employment Agreement, the Executive)
is the substantially prevailing party in that proceeding.

11. 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.
387 Park Avenue South
New York, New York 10016
Attention: President

If to the Lender, to:

Brentwood Television Funnies, Inc.
305 Dalehurst Avenue
Los Angeles, California 90024

12. General.

12.1 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.

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

12.3 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.

12.4 This Agreement, and the Lender's rights and obligations
hereunder, may not be assigned by the Lender. 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.

12.5 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.

12.6 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.

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

THE COMPANY:
MARVEL ENTERPRISES, INC.

/s/ F. Peter Cuneo
By: --------------------------
Name: F. Peter Cuneo
Title: President & Chief
Executive Officer

THE LENDER:

BRENTWOOD TELEVISION FUNNIES, INC.

/s/ Richard Ungar
By: --------------------------
Name: Richard Ungar
Title:

Ratification

The undersigned, Richard Ungar, hereby consents to the terms and conditions of,
and agrees to perform all of the duties, obligations and services required of
the Producer under the foregoing agreement. In addition, the undersigned
unconditionally guarantees the payment of any obligations by the Lender to the
Company arising under or by virtue of the provisions of Section 9 of the
foregoing Agreement. The undersigned further agrees to look solely to the Lender
and not to the Company for all compensation and benefits to which he may be
entitled under the Agreement for performing the duties, obligations and services
required therein.

/s/ Richard Ungar
-----------------------------
Richard Ungar

EXHIBIT 10.21

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of October 29, 1999, between Marvel
Enterprises, Inc., a Delaware corporation (the "Company") and Allen S. Lipson
(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 Executive Vice President -- Business and Legal Affairs or in
such other executive position as may be mutually agreed upon by the Company and
the Executive. The Executive shall report solely to the Company's Chief
Executive Officer and Board of Directors and shall perform such other duties
consistent with such positions as may be assigned to the Executive by the
Company's Chief Executive Officer or Board of Directors.

1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, 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 shareholders or by the Board of Directors
of the Company or of any subsidiary or affiliate, as the case may be.

<PAGE>

2. Term of Employment

2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence on November 15, 1999 (the "Effective
Date") and shall end on November 15, 2002 (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 hereto provides the other party with written notice(a "Notice of
Nonrenewal"), not later than sixty days prior to the Expiration Date, of its
election not to permit the Term to be so extended, and the Expiration Date shall
thereafter be automatically postponed for one additional year and the Term shall
thereafter be automatically extended by one additional year, on each subsequent
anniversary of the date of this Agreement, unless either party provides the
other party with written notice, not later than sixty days prior to such
subsequent anniversary of the date of this Agreement, of its election not to
permit the Term to be so extended.

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 $325,000 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 a cash
bonus in respect of 1999 in the amount of $180,000 (the "1999 Bonus"). With
respect to each fiscal year of the Term after 1999, the Executive will be
eligible to receive a cash bonus based upon the attainment of performance goals
set by the Board of Directors (the "Bonus Performance Goals"). The Executive's
target annual bonus amount shall be 50% of his base salary for the year. The
1999 Bonus shall be paid to the Executive no later than February 1, 2000. Each
annual bonus in respect of subsequent fiscal years shall be paid when annual
bonuses are paid generally to the Company's other senior executive officers but
in no event later than the ninetieth day of the next fiscal year.

<PAGE>

3.6 Additional Benefits. During the Term, the Executive shall be
entitled to such other benefits as are specified in Schedule I to this
Agreement.

4. Termination.

4.1 Death. If the Executive shall die during the Term, the Term shall
terminate immediately.

<PAGE>

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) 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 or nolo
contendre to, an offense which is a felony in the jurisdiction involved.

4.4 Permitted Termination by the Executive. (a) The Term may be
terminated by the Executive upon notice to the Company of any event constituting
"Good Reason" as defined herein. As used herein, the term "Good Reason" means
the occurrence of any of the following, without the prior written consent of the
Executive: (i) assignment of the Executive to duties materially inconsistent
with the Executive's positions as described in Section 1.1 hereof, or any
significant diminution in the Executive's duties or responsibilities, other than
in connection with the termination of the Executive's employment for Cause or
disability or by the Executive other than for Good Reason; (ii) any material
breach of this Agreement by the Company which is continuing;(iii) a change in
the location of the Executive's principal place of employment to a location
other than as specified in Section 1.3 hereof; or (iv) the occurrence of a Third
Party Change in Control (as defined in Section 4.5(d)) provided, however, that
the Executive shall not be deemed to have Good Reason pursuant to clauses (i)
and (ii) above unless the Executive gives the Company written notice that the
specified conduct or event has occurred and making specific reference to this
Section 4.4 and the Company fails to cure such conduct or event within thirty
(30) days of receipt of such notice.

<PAGE>

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 1999 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. If, prior to June 30, 2000, the Term is
terminated pursuant to Section 4.3 hereof or by the Executive other than
pursuant to Section 4.4(a), the Executive shall promptly repay to the Company
the 1999 Bonus and the Company shall have the right to offset any severance
amounts due to the Executive by the amount not so repaid.

(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, or if the Term expires
on the Scheduled Expiration Date as a result of the Company giving a Notice of
Nonrenewal, 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 first anniversary of the date of termination, (ii) if termination occurs
prior to the time that the 1999 Bonus is paid, a bonus in the amount of $180,000
and if termination occurs at any time after a bonus has been awarded under
Section 3.2 in respect of a previously completed fiscal year and prior to the
time that the bonus has been paid, the amount of that bonus, (iii) a Pro Rata
Bonus for the year in which termination occurs and (iv) fringe benefits in the
manner and amounts specified in Section 3.5 until the earlier of the Expiration
Date, the period ending on the date the Executive begins work as an employee or
consultant for any other entity or 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 Schedule I) and shall remain exercisable for ninety days after the
end of that period. Bonuses payable pursuant to this Section 4.5(b), other than
the Pro Rata Bonus, shall be payable in the manner described in Section 3.2
within 30 days after the date of termination. The Pro Rata Bonus to which the
Executive is entitled, if any, shall be paid within the time period provided in
Section 4.5(a). The Executive shall have no duty or obligation to mitigate the
amounts or benefits required to be provided pursuant to this Section 4.5(b), nor
shall any such amounts or benefits be reduced or offset by any other amounts to

<PAGE>

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, up to
one-half of the Base Salary payable to the Executive pursuant to this Section
4.5(b) shall be reduced by an amount equal to the amount earned from such
employment with respect to that period (and the Executive shall be required to
return to the Company, without interest, any amount by which such payments
pursuant to Section this 4.5(b) exceed the Base Salary to which the Executive is
entitled after giving effect to that reduction) and, if the Executive becomes
eligible to receive medical or other welfare benefits under another employer
provided plan, the corresponding medical and other welfare benefits provided
under this Section 4.5(b) shall be terminated. As a condition to the Executive
receiving the payments under Section 4.5(b), the Executive agrees to permit
verification of his employment records and Federal income tax returns by an
independent attorney or accountant, selected by the Company but reasonably
acceptable to the Executive, who agrees to preserve the confidentiality of the
information disclosed by the Executive except to the extent required to permit
the Company to verify the amount received by Executive from other active
employment.

(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, or if
the Term expires on the Scheduled Expiration Date as a result of the Company
giving a Notice of Nonrenewal and, in any such event, the termination shall
occur upon or following the occurrence of a Third Party Change in Control (as
defined in Section 4.5(d) or in contemplation of a Third Party Change in
Control, the Company shall thereafter provide the Executive (i) an amount equal
to two (2) times the sum of (x) the then current Base Salary and (y) the average
of the two most recent annual bonuses paid (treating any annual bonus which is
not paid as a result of the Executive's failure to attain the Bonus Performance
Goals as having been paid in an amount equal to zero) to the Executive during
the Term (or if only one annual bonus has been paid, the amount of that annual
bonus, and if that termination occurs prior to the time at which 1999 Bonus is
paid,$180,000), to be paid in a lump sum within 30 days after the date of
termination, and (ii) benefits in the manner and amounts specified in Section
3.5 until twelve (12) months after the date of termination or, with respect to
medical and other welfare benefits, when the Executive becomes eligible to
receive medical or other welfare benefits under another employer provided plan
if sooner than twelve (12) months after the date of termination. In addition,
all equity arrangements provided to the Executive hereunder or under any
employee benefit plan of the Company shall continue to vest until twelve (12)
months after the date of termination unless vesting is accelerated upon the
occurrence of the Third Party Change in Control as described in Schedule I.

<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 (i) includes one or more Excluded
Persons; provided that the voting power of the voting stock of the Company
"beneficially owned" (as such term is used in Rule 13d-3 promulgated under the
Exchange Act) by such Excluded Persons (without attribution to such Excluded
Persons of the ownership by other members of the "group") represents a majority
of the voting power of the voting stock "beneficially owned" (as such term is
used in Rule 13d-3 promulgated under the Exchange Act) by such group or (ii)
exists solely by virtue of the fact that the members of such group are parties
to the Stockholders' Agreement, dated as of October 1, 1998, by and among the
Company, Isaac Perlmutter, Avi Arad, Mark Dickstein, The Chase Manhattan Bank,
Morgan Stanley & Co. Incorporated, Whippoorwill Associates Incorporated and
various other stockholders of the Company, as that agreement may be amended from
time to time (the "Stockholders Agreement"). "Excluded Person" means (i) while
the Stockholders Agreement is in effect in substantially its current form, any
person or entity who or which is a party to the Stockholders Agreement as of the
Effective Date and any affiliate of such a party to the Stockholders Agreement
who becomes a party to the Stockholders Agreement, and (ii) Isaac Perlmutter and
Avi Arad or any of their affiliates.

<PAGE>

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.

<PAGE>

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.

<PAGE>

Parachute Payment or Parachute Payments or the Gross Up Payment.

(f) Except as provided in this Section 4.5, pursuant to the Marvel
Enterprises, Inc. Stock Option Plan as provided in Schedule I to this Agreement
and as required by law, the Company shall have no further obligation to the
Executive after termination of the Term.

5. Protection of Confidential Information; Non-Competition

5.1.1 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

<PAGE>

services to, any person, firm or corporation engaged in any business competitive
with the business of the Company or of any of its subsidiaries or affiliates;
the Executive shall not engage in such business on the Executive's own account;
and the Executive shall not become interested in any such business, directly or
indirectly, as an individual, partner, shareholder, director, officer,
principal, agent, employee, trustee, consultant, or in any other relationship or
capacity; provided, however, that nothing contained in this Section 5.2 shall be
deemed to prohibit the Executive from acquiring, solely as an investment, up to
five percent (5%) of the outstanding shares of capital stock of any public
corporation or during such one (1) year period, taking a position with a
business the main business of which is the sale of retail products to customers.

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

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.

<PAGE>

6. Inventions and Patents.

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

<PAGE>

7. Intellectual Property.

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

8. Indemnification.

<PAGE>

9. Arbitration; Legal Fees

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

10. Notices.

If to the Company, to:

Marvel Enterprises, Inc.
387 Park Avenue South
New York, New York 10016
Attention: President

If to the Executive, to:

Allen S. Lipson
35 Brookwood Drive
Woodbridge, CT 06525

11. General.

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.

<PAGE>

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.

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.

15
<PAGE>

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

COMPANY:

MARVEL ENTERPRISES, INC.

/s/ F. Peter Cuneo
By:-------------------------------
Name: F. Peter Cuneo
Title: President & Chief
Executive Officer

EXECUTIVE:

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

<PAGE>

SCHEDULE I

Additional Benefits:

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

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

3. Temporary Housing Allowance. For a period of twelve full months,
commencing on a date specified by the Executive which shall be within three
months after the Effective Date, or until the date that the Executive relocates
his primary residence to a location in the New York City metropolitan area, 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).

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

EXHIBIT 10.22

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of January 26, 2000, between Marvel
Enterprises, Inc., a Delaware corporation (the "Company") and Bill Jemas(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 of Publishing and New Media or in such other
executive position as may be mutually agreed upon by the Company and the
Executive. The Executive shall report solely to the Company's Chief Executive
Officer and Board of Directors and shall perform such other duties consistent
with such positions as may be assigned to the Executive by the Company's Chief
Executive Officer or Board of Directors.

1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, 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 shareholders or by the Board of Directors
of the Company or of any subsidiary or affiliate, as the case may be.

1.3 Location. The duties to be performed by the Executive hereunder
shall be performed primarily at the principal executive office of the Company in
New York City, subject to reasonable and customary travel requirements on behalf
of the Company. Executive will be permitted to work from his home one day a week
consistent with the business needs of the Company and so long as Executive is
able to perform his duties hereunder effectively.

2. Term of Employment

2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence on February 14, 2000 (the "Effective
Date") and shall end on February 13, 2001 (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 hereto provides the other party with written notice(a "Notice of
Nonrenewal"), not later than sixty days prior to the Expiration Date, of its
election not to permit the Term to be so extended, and the Expiration Date shall
thereafter be automatically postponed for one additional year and the Term shall
thereafter be automatically extended by one additional year, on each subsequent
anniversary of the date of this Agreement, unless either party provides the
other party with written notice, not later than sixty days prior to such
subsequent anniversary of the date of this Agreement, of its election not to
permit the Term to be so extended.

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 $275,000 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 sign on bonus of $100,000 payable $50,000 within ten days after
the Effective Date and the balance of $50,000 payable when the 2000 Bonus (as
defined below) is paid; and

(b) a cash bonus in respect of calendar year 2000 and thereafter based
upon the attainment of performance goals set by the Board of Directors (the
"Bonus Performance Goals"). The Executive's target annual bonus amount shall be
50% of his base salary for the year; provided that for calendar year 2000,
Executive shall receive the amount to which he may be entitled under the 2000
bonus program or $137,500, whichever is greater(the "2000 Bonus"). Each annual
bonus, including the 2000 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. In the event Executive's
employment shall cease as a result of the service of a Notice of Nonrenewal by
either party, Executive shall be entitled to receive his applicable bonus for
the calendar year proceeding the date in which the Expiration Date falls. 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,
including the cost and expense associated with the use of a cell phone, upon
presentation of expense statements or vouchers or such other supporting
information as the Company customarily may require of its officers. The Company
shall pay for or provide all business equipment necessary for Executive to
perform his duties hereunder.

3.6 Additional Benefits. During the Term, the Executive shall be
entitled to such other benefits as are specified in Schedule I to this
Agreement.

4. Termination.

4.1 Death. If the Executive shall die during the Term, the Term shall
terminate immediately.

4.3 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) 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 (ii) the Executive's conviction of, or plea of
guilty or nolo contendre to, an offense which is a felony in the jurisdiction
involved.

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 2000 shall be
determined solely 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. The Pro Rata Bonus for 2000 shall be
based upon the assumption that the total bonus is $137,500.

(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 first 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 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. Bonuses payable pursuant to this
Section 4.5(b), other than the Pro Rata Bonus, shall be payable in the manner
described in Section 3.2 within 30 days after the date of termination. The Pro
Rata Bonus to which the Executive is entitled, if any, shall be paid within the
time period provided in Section 4.5(a). The Executive shall have no duty or
obligation to mitigate the amounts or benefits required to be provided pursuant
to this Section 4.5(b), nor shall any such amounts or benefits be reduced or
offset by any other amounts to which Executive may become entitled; provided,
that if the Executive becomes employed by a new employer or self-employed prior
to the earlier of the Expiration Date or twelve (12) months after the date of
termination, up to one-half of the Base Salary payable to the Executive pursuant
to this Section 4.5(b) shall be reduced by an amount equal to the amount earned
from such employment with respect to that period (and the Executive shall be
required to return to the Company, without interest, any amount by which such
payments pursuant to Section this 4.5(b) exceed the Base Salary to which the
Executive is entitled after giving effect to that reduction) and, if the
Executive becomes eligible to receive medical or other welfare benefits under
another employer provided plan, the corresponding medical and other welfare
benefits provided under this Section 4.5(b) shall be terminated. As a condition
to the Executive receiving the payments under Section 4.5(b), the Executive
agrees to permit verification of his employment records and Federal income tax
returns by an independent attorney or accountant, selected by the Company but
reasonably acceptable to the Executive, who agrees to preserve the
confidentiality of the information disclosed by the Executive except to the
extent required to permit the Company to verify the amount received by Executive
from other active employment.

(c) If the Term is terminated by the Executive pursuant to Section
4.4(a), or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, and,
in any such event, the termination shall occur upon or following the occurrence
of a Third Party Change in Control (as defined in Section 4.5(d)) or in
contemplation of a Third Party Change in Control, the Company shall thereafter
provide the Executive (i) an amount equal to two (2) times the sum of (x) the
then current Base Salary and (y) the average of the two most recent annual
bonuses paid (treating any annual bonus which is not paid as a result of the
Executive's failure to attain the Bonus Performance Goals as having been paid in
an amount equal to zero) to the Executive during the Term (or if only one annual
bonus has been paid, the amount of that annual bonus, and if that termination
occurs prior to the time at which 2000Bonus is paid,$137,500), 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.

(d) For purposes of this Agreement, a Third Party Change in Control
shall be deemed to have occurred if (i) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), other than an Excluded Person or Excluded Group
(as defined below) (hereinafter, a "Third Party"), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then outstanding securities
entitled to vote in the election of directors of the Company, (ii) the Company
is a party to any merger, consolidation or similar transaction as a result of
which the shareholders of the Company immediately prior to such transaction
beneficially own securities of the surviving entity representing less than fifty
percent (50%) of the combined voting power of the surviving entity's outstanding
securities entitled to vote in the election of directors of the surviving entity
or (iii) all or substantially all of the assets of the Company are acquired by a
Third Party. "Excluded Group" means a "group" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) that (i) includes one or more Excluded
Persons; provided that the voting power of the voting stock of the Company
"beneficially owned" (as such term is used in Rule 13d-3 promulgated under the
Exchange Act) by such Excluded Persons (without attribution to such Excluded
Persons of the ownership by other members of the "group") represents a majority
of the voting power of the voting stock "beneficially owned" (as such term is
used in Rule 13d-3 promulgated under the Exchange Act) by such group or (ii)
exists solely by virtue of the fact that the members of such group are parties
to the Stockholders' Agreement, dated as of October 1, 1998, by and among the
Company, Isaac Perlmutter, Avi Arad, Mark Dickstein, The Chase Manhattan Bank,
Morgan Stanley & Co. Incorporated, Whippoorwill Associates Incorporated and
various other stockholders of the Company, as that agreement may be amended from
time to time (the "Stockholders Agreement"). "Excluded Person" means (i) while
the Stockholders Agreement is in effect in substantially its current form, any
person or entity who or which is a party to the Stockholders Agreement as of the
Effective Date and any affiliate of such a party to the Stockholders Agreement
who becomes a party to the Stockholders Agreement, and (ii) Isaac Perlmutter and
Avi Arad or any of their affiliates.

(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.

5. Protection of Confidential Information; Non-Competition

5.1.1 To keep and retain in the strictest confidence all confidential
matters of the Company, including, without limitation, 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 to the reasonable
belief of Executive the source of such information is not prohibited from
transmitting the information to the Executive by a contractual, legal,
fiduciary, or other obligation; and

5.2 For a period of one (1) year after he ceases to be employed by the
Company under this Agreement or otherwise, if such cessation arises pursuant to
Section 4.3, or as a result of termination by the Executive which is not
pursuant to Section 4.4 or is otherwise in breach of this Agreement, the
Executive shall not, directly or indirectly, enter the employ of, or render any
services to, DC Comics; the Executive shall not become interested in DC Comics,
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 DC Comics.

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

6. Inventions and Patents.

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

7. Intellectual Property.

The Company shall be the sole owner of all reports, memos, products
and other personal property arising out of the Executive's services hereunder
and all ideas, concepts, formats, suggestions, developments, arrangements,
programs and other legally protectable intellectual properties and/or
intellectual properties that have a material value to the Company or to a third
party 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.

9. Arbitration; Legal Fees

10. Notices.

If to the Company, to:

Marvel Enterprises, Inc.
387 Park Avenue South
New York, New York 10016
Attention: President

If to the Executive, to:

Bill Jemas
22 Riverside Drive
Princeton, N.J. 08540

11. General.

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.

12. Subsidiaries and Affiliates.

COMPANY:

MARVEL ENTERPRISES, INC.

/s/ F. Peter Cuneo
By:-----------------------
Name: F. Peter Cuneo
Title: President & Chief
Executive Officer

EXECUTIVE:
/s/ Bill Jemas
--------------------------
Bill Jemas

<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 Option Plan. The Executive shall be eligible to participate
in the Marvel Enterprises, Inc. Stock Option Plan (the "Stock Option Plan") and
to receive 125,000 options to purchase shares (the "Shares") of the common
stock, par value $.01 per share ("Common Stock"), of the Company pursuant to the
terms of the Marvel Enterprises, Inc. Stock Option Plan (the "Stock Option
Plan") and related Stock Option Agreement subject to the terms and conditions
approved by the committee of the Board of Directors of the Company which
administers the Stock Option Plan. The options shall be scheduled to vest as to
one-third of the Shares on each of the first, second and third anniversaries of
the date of the day immediately prior to the Effective Date, shall vest as to
all of the Shares upon a Third Party Change in Control and shall be subject to
all other terms and conditions of the Stock Option Plan and the related Stock
Option Agreement between the Company and the Executive. The Executive's
participation in the Stock Option Plan shall not be, or be deemed to be, a
fringe benefit or additional benefit for purposes of Section 4.5(b)(iv) of this
Agreement, and the Executive's stock option rights shall be governed strictly in
accordance with the Stock Option Plan and the related Stock Option Agreement. In
the event of any conflict between this Agreement and the Stock Option Plan and
the related Stock Option Agreement, or any ambiguity in any such agreements, the
Stock Option Plan and the related Stock Option Agreement shall control.

3. Reimbursement of COBRA Expenses. The Executive shall be reimbursed
for the cost of continued COBRA coverage under the health insurance plans of his
former employer until he becomes eligible to participate in the Company's health
insurance plan.

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

EXHIBIT 21

Subsidiaries of the Registrant
- - - ------------------------------

<TABLE>
<CAPTION>
<S> <C>
1. Compania de Juguetes Mexicanos, S.A. de C.V. (99%) (Mexico)
2. MEI Holding Company F Corp. (Delaware)
3. MEI Holding Company S Corp. (Delaware)
4. MRV, Inc. (Delaware)
5. Marvel Characters, Inc. (Delaware)
6. Marvel Entertainment Group, Inc. (Delaware)
7. Marvel Restaurant Venture Corp. (Delaware)
8. Spiderman Merchandising L.P. (50%) (Partnership)
9. Toy Biz International Limited (99%) (Hong Kong)
10. UMRV Co. (30%) (Partnership)
</TABLE>

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Post-effective Amendment No.2 to
the Registration Statement (Form S-3 No.333-68019) and related Prospectus of
Marvel Enterprises, Inc. (formerly Toy Biz, Inc.) of our report dated February
8, 2000 with respect to the consolidated financial statements and schedule of
Marvel Enterprises, Inc included in this Annual Report (Form 10-K) for the year
ended December 31, 1999.

/s/ Ernst & Young LLP

New York, New York
March 28,2000

EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under "Experts" in the Registration
Statement (Form S-3 No.333-88189) and the related Prospectus of Marvel
Enterprises, Inc. for the registration of Class B Warrants, 8% Cumulative
Convertible Exchangeable Preferred Stock and Common Stock and to the
incorporation by reference of our report dated February 8, 2000 with respect to
the consolidated financial statements of Marvel Enterprises, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with
the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York
March 28, 2000

<ARTICLE> 5
<LEGEND>
EXHIBIT 27

This schedule contains summary financial information extracted from Marvel
Enterprises, Inc. Condensed Consolidated Balance Sheets and Statements of Income
and is qualified in its entirety by reference to such financial statements.

</LEGEND>
<CIK> 0000933730
<NAME> Marvel Enterprises, Inc.
<MULTIPLIER> 1,000
<CURRENCY> U.S.

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 64,814
<SECURITIES> 0
<RECEIVABLES> 84,353
<ALLOWANCES> 28,512
<INVENTORY> 39,385
<CURRENT-ASSETS> 172,909
<PP&E> 33,236
<DEPRECIATION> 16,010
<TOTAL-ASSETS> 654,637
<CURRENT-LIABILITIES> 80,990
<BONDS> 250,000
0
186,790
<COMMON> 409
<OTHER-SE> 168,309
<TOTAL-LIABILITY-AND-EQUITY> 654,637
<SALES> 319,645
<TOTAL-REVENUES> 319,645
<CGS> 150,858
<TOTAL-COSTS> 150,858
<OTHER-EXPENSES> 168,531
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32,077
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</TABLE>