MARVEL ENTERPRISES INC
EX. 10.1: FIRST AMEND. TO SHARE DISPOSITION AGMT.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EX. 10.1: FIRST AMEND. TO SHARE DISPOSITION AGMT.
<TEXT>



                                                                    Exhibit 10.1

                 FIRST AMENDMENT TO SHARE DISPOSITION AGREEMENT

     This First  Amendment,  dated as of May 10, 2005 (this  "Amendment") to the
SHARE  DISPOSITION  AGREEMENT,  dated as of July 9, 2004 (the "2004  Disposition
Agreement"),  by and between Marvel  Enterprises,  Inc., a Delaware  corporation
(the "Company") and Isaac Perlmutter (the "Stockholder").

     WHEREAS,  the Stockholder owns beneficially  shares of the Company's common
stock, par value $0.01 per share ("Common Stock") and options to purchase shares
of Common Stock;

     WHEREAS,  in  connection  with the  Company's  July 2004  stock  repurchase
program (the "2004 Program"),  the Company and the Stockholder have entered into
the 2004  Disposition  Agreement  whereby the  Stockholder has agreed to certain
restraints on the disposition of Common Stock that he owns; and

     WHEREAS,  the  Board  of  Directors  of  the  Company  has  authorized  the
repurchase of an  additional  $150 million of the Common Stock from time to time
in the open market or through  privately  negotiated  transactions  on or before
June 30, 2006 (the "2005 Program");

     WHEREAS,  the  Company's  2005  Program  shall  remain in effect  until the
earlier of: (i) the Board of Directors  canceling the program;  (ii) the Company
completing  the purchase of an additional  $150 million of the Common Stock;  or
(iii) June 30, 2006; and

     WHEREAS,  the Company and the  Stockholder are entering into this Amendment
to provide for certain rights and  obligations in connection with the shares and
options owned by the  Stockholder,  upon the terms and subject to the conditions
hereinafter set forth and otherwise set forth in the 2004 Disposition Agreement;

     NOW,  THEREFORE,  in  consideration  of the mutual  premises and  covenants
contained herein, and of other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, hereby agree as follows:

     1. Third Recital.  The third recital of the 2004  Disposition  Agreement is
     hereby amended by deleting the following: "(the "Stock Repurchase Period")"

     2. New Section 1.04.  The 2004  Disposition  Agreement is hereby amended by
adding a new Section  1.04 which shall state:  "As used herein,  the term "Stock
Repurchase  Period"  shall  mean the  earlier  of:  (i) the  Board of  Directors
canceling  both the 2004 Program and 2005 Program;  (ii) the Company  completing
the  purchase of $250 million of the Common Stock under the 2004 Program and the
2005  Program;  or (iii) June 30,  2006.  Capitalized  terms used herein but not
defined in this  Agreement  shall have the meanings  given to such terms in that
certain  First  Amendment to Share  Disposition  Agreement,  dated as of May 10,
2005, by and between the Company and the Shareholder."

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3.   General.

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

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

     The 2004 Disposition  Agreement,  as amended by this Amendment,  sets forth
the entire  agreement and  understanding  of the parties relating to the subject
matter  hereof  and   supersedes   all  prior   agreements,   arrangements   and
understandings,  written or oral,  relating to the  subject  matter  hereof.  No
representation,  promise or inducement has been made by either party that is not
embodied in the 2004  Disposition  Agreement as amended by this  Amendment,  and
neither  party  shall be  bound by or  liable  for any  alleged  representation,
promise or  inducement  not so set forth.  Except as  expressly  changed by this
Amendment,  the 2004 Disposition  Agreement  remains in full force in accordance
with its terms.

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

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

                              COMPANY:

                              MARVEL ENTERPRISES, INC.

                              By:   /s/ John Turitzin
                                 ----------------------------------------------
                              Name:  John Turitzin
                              Title: Executive Vice President




                              STOCKHOLDER:


                              /s/ Isaac Perlmutter
                              -------------------------------------------------
                              Isaac Perlmutter



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