MARVEL ENTERPRISES INC
EX 10.1-AVI ARAD AMENDMENT TO EMPLOYMENT AGMT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>aradamendment.txt
<DESCRIPTION>EX 10.1-AVI ARAD AMENDMENT TO EMPLOYMENT AGMT
<TEXT>
                                                                    Exhibit 10.1

                                                               As of May 1, 2004

Dear Avi:

Reference is made to the Employment  Agreement  between Toy Biz, Inc., now known
as  Marvel  Enterprises,  Inc.("Marvel")  and  you  ("Executive")  dated  as  of
September 30, 1998 (the "Employment Agreement"), as amended by letter agreements
dated January 3, 2001 and December 9, 2002.  All terms defined in the Employment
Agreement shall have the same meaning as set forth therein.

In   consideration   of  One  Dollar   ($1.00)  and  other  good  and   valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
Marvel and  Executive  hereby  agree that the  Employment  Agreement  is amended
effective May 1, 2004 in the following respects:

1.   The Term is hereby amended by extending the  expiration  date from December
     31, 2004 until December 31, 2007.

2.   Section 3.2 of the  Employment  Agreement  ("Bonus")  is hereby  amended by
     deleting the  sentence  (added  pursuant to the December 9, 2002  amendment
     referred to above), "Executive's target bonus amount shall be $250,000" and
     by adding the following  sentence in its place:  "Executive's  target bonus
     amount shall be $612,500 per year."

3.   Section  4.4 is  hereby  deleted.  Subsequent  sections  of the  Employment
     Agreement  shall  not,  however,  be deemed  to have  been  correspondingly
     renumbered.  All references in the  Employment  Agreement to termination by
     Marvel  pursuant  to Section  4.4 of the  Employment  Agreement  are deemed
     deleted.  All  references in the  Employment  Agreement to  termination  by
     Executive  pursuant  to  Section  4.4 are  deemed,  instead,  to  refer  to
     termination by Executive in breach of the Employment Agreement.

4.   The following Section 4.7 shall be added to the Agreement:

     4.7  Equitable Relief for Breach.  Executive acknowledges that the services
          to be rendered by Executive under the terms of this Agreement are of a
          special,  unique,  unusual,  extraordinary and intellectual character,
          which  gives  them a  peculiar  value,  the  loss of which  cannot  be
          reasonably or adequately  compensated in damages in any action at law,
          and that a  material  breach  by  Executive  of any of the  provisions
          contained  in  this   Agreement  will  cause  the  Company  great  and
          irreparable injury and damage. Executive acknowledges that the Company
          shall be  entitled,  in addition to any other  remedies it may have at
          law, to seek the remedies of  injunction,  specific  performance,  and
          other equitable  relief for any breach of this Agreement by Executive.
          This provision shall not, however,  be construed as a waiver of any of
          the rights which the Company may have for damages, or otherwise.

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5.   Any  controversy  or claim  arising out of or  relating  to the  Employment
     Agreement,  its  enforcement  or  interpretation,  or because of an alleged
     breach,  default,  or  misrepresentation  in  connection  with  any  of its
     provisions,  or  arising  out  of or  relating  in any  way to  Executive's
     employment  or   termination   thereof,   shall  be  submitted  to  binding
     arbitration  administered  by JAMS pursuant to its  Employment  Arbitration
     Rules &  Procedures  and subject to JAMS Policy on  Employment  Arbitration
     Minimum Standards of Procedural Fairness.  The arbitration shall be held in
     Los Angeles County,  California.  Judgment on the arbitration  award may be
     entered in any court having  jurisdiction.  Notwithstanding  the foregoing,
     Company shall have the right to obtain injunctive relieve against Executive
     from an  appropriate  court as provided  in  Sections  4.7 and 5.3.1 of the
     Employment Agreement.

6.   Executive  may  enter  into an  agreement  with any  motion-picture  studio
     containing such terms as are reasonably  acceptable to Marvel,  pursuant to
     which  Executive  will be  compensated  by such  studio  for  serving  as a
     producer on certain motion pictures. Executive shall be permitted to retain
     50% of all  compensation  received by  Executive  under such an  agreement,
     including payments received as a gross or adjusted gross participation,  up
     to a maximum of $1 million for each motion picture.  All other compensation
     received by Executive  shall be promptly  paid over to Marvel by Executive.
     Marvel shall have the right to audit Executive's records in order to verify
     the amounts received by Executive under such agreements.

7.   If Marvel or any of its affiliates  independently produces a motion picture
     with  third-party,  non-recourse  financing and  Executive  continues to be
     employed  at the time the motion  picture  (including  post-production)  is
     completed, Executive shall be entitled to a fee of $1 million for each such
     motion  picture  upon  release of the motion  picture to the public or when
     that fee is paid out of the  production  budget,  whichever is earlier.  If
     Executive  is  employed  by  Marvel  at the  time  the  motion  picture  is
     completed,  Executive  shall be entitled to receive that fee whether or not
     Executive is employed by Marvel at the time of payment.

8.   Executive  shall receive  500,000 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. 1998 Stock
     Incentive 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.  In the event of any  conflict  between this  Agreement  and the
     Stock Option Plan or the related Stock Option  Agreement,  or any ambiguity
     in any such agreements,  the Stock Option Plan and the related Stock Option
     Agreement shall control.

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<PAGE>

Except as otherwise expressly hereinabove provided,  the terms and conditions of
the Employment Agreement shall remain in full force and effect.

If the foregoing accurately reflects your understanding of our agreement, please
indicate by signing in the appropriate place below.

                                                     Very truly yours,


                                                     /s/ Allen S. Lipson
                                                     -------------------------
                                                     Allen S. Lipson
                                                     President & CEO




Agreed and Accepted:


/s/ Avi Arad
-----------------------
Avi Arad
May 4, 2004







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