MARVEL ENTERPRISES INC
EX. 10.3 SUBSIDIARY GUARANTY
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>m606481.txt
<DESCRIPTION>EX. 10.3 SUBSIDIARY GUARANTY
<TEXT>
                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY



                               SUBSIDIARY GUARANTY
                               -------------------

      This SUBSIDIARY GUARANTY (as amended, supplemented, amended and restated
or otherwise modified from time to time, this "Guaranty"), dated as of November
30, 2001, is made jointly and severally by each Subsidiary of the Borrower
signatory hereto, and each other Person which may from time to time hereafter
become a party hereto pursuant to Section 5.5 (each, individually, an
"Additional Guarantor", and, collectively, the "Additional Guarantors", and,
together with each of the signatories hereto, each, individually, a "Guarantor",
and, collectively, the "Guarantors"), in favor of HSBC Bank USA, as
Administrative Agent (such capitalized term and all other capitalized terms not
defined herein to have the meanings set forth in the Credit Agreement referred
to below) for each of the Secured Parties.

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS, pursuant to the Credit Agreement, dated as of November 30, 2001
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the "Credit Agreement"), among Marvel Enterprises, Inc. (the
"Borrower"), the various financial institutions and other Persons from time to
time parties thereto (each individually a "Lender" and collectively the
"Lenders"), the Administrative Agent and HSBC Securities (USA) Inc., as sole
Lead Arranger and sole Bookrunner, the Lenders and the Issuer have extended
Commitments to make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making of the Credit Extensions
(including the initial Credit Extension) under the Credit Agreement, each
Guarantor is required to execute and deliver this Guaranty;

      WHEREAS, each Guarantor is a direct or indirect wholly owned Subsidiary of
the Borrower;

      WHEREAS, each Guarantor has duly authorized the execution, delivery and
performance of this Guaranty; and

      WHEREAS, the Borrower and the Guarantors operate a single common
enterprise and each Guarantor will derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrower by
the Lenders and the Issuer pursuant to the Credit Agreement and the execution
and delivery of Rate Protection Agreements between the Borrower and other
Obligors and certain Secured Parties, and therefore it is in the best interests
of each Guarantor to execute this Guaranty;

      NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce (a) the Lenders and the Issuer to
make Credit Extensions to the Borrower pursuant to the Credit Agreement, and (b)
the Secured Parties to enter into Rate Protection Agreements, each Guarantor
jointly and severally agrees, to the Administrative Agent for the benefit of
each Secured Party, as follows:

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Guaranty, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

      "Additional Guarantor" and "Additional Guarantors" are defined in the
preamble.

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

      "Credit Agreement" is defined in the first recital.

      "Funding Guarantor" is defined in Section 5.9.

      "Guarantor" and "Guarantors" are defined in the preamble.

      "Guaranty" is defined in the preamble.

      "Lender" and "Lenders" are defined in the first recital.

      "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of the Borrower and each other
Obligor arising under or in connection with a Loan Document, including
Reimbursement Obligations and the principal of and premium, if any, and interest
(including interest accruing during (or which would have accrued but for) the
pendency of any proceeding of the type described in Section 8.1.9 of the Credit
Agreement, whether or not allowed in such proceeding) on the Term Loans and/or
Reimbursement Obligations.

      "Secured Parties" means, collectively, the Lenders, the Issuer, the
Administrative Agent, each counterparty to a Rate Protection Agreement that is
(or at the time such Rate Protection Agreement was entered into, was) a Lender
or an Affiliate thereof and (in each case), each of their respective successors,
transferees and assigns.

      "Termination Date" means the date on which all Obligations have been paid
in full in cash, all Letters of Credit have been terminated or expired (or been
Cash Collateralized), all Rate Protection Agreements have been terminated and
all Commitments shall have terminated.

      Section 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Guaranty, including its
preamble and recitals, have the meanings provided in the Credit Agreement.


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<PAGE>

                                   ARTICLE II
                               GUARANTY PROVISIONS

      Section 2.1. Guaranty. Each Guarantor jointly and severally with each
other Guarantor hereby absolutely, unconditionally and irrevocably

            (a) guarantees the full and punctual payment when due, whether at
      stated maturity, by required prepayment, declaration, acceleration, demand
      or otherwise, of all Obligations of the Borrower and each other Obligor,
      now or hereafter existing, whether for principal, interest (including
      interest accruing at the then applicable rate provided in the Credit
      Agreement after the occurrence of any Default set forth in Section 8.1.9
      of the Credit Agreement, or which could have accrued but for such
      occurrences, whether or not a claim for post-filing or post-petition
      interest is allowed under applicable law following the institution of a
      proceeding under bankruptcy insolvency or similar laws), Reimbursement
      Obligations, fees, expenses, indemnities or otherwise (including all such
      amounts which would become due but for the operation of the automatic stay
      under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C.
      Section 362(a), and the operation of Sections 502(b) and 506(b) of the
      United States Bankruptcy Code, 11 U.S.C. Section 502(b) and Section
      506(b)), and

            (b) indemnifies and holds harmless the Administrative Agent or each
      Secured Party for any and all costs and expenses (including reasonable
      attorneys' fees and expenses) incurred by such Secured Party in enforcing
      any rights under this Guaranty;

provided, however, that each Guarantor shall be liable under this Guaranty for
the maximum amount of such liability that can be hereby incurred without
rendering this Guaranty, as it relates to such Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount. This Guaranty constitutes a guaranty of payment when due
and not merely of collection, and each Guarantor specifically agrees that it
shall not be necessary or required that any Secured Party exercise any right,
assert any claim or demand or enforce any remedy whatsoever against the Borrower
or any other Obligor (or any other Person) before or as a condition to the
obligations of such Guarantor hereunder.

      SECTION 2.2. Acceleration of Guaranty. Each Guarantor agrees that, in the
event of any Default described in any of clauses (a) through (d) of Section
8.1.9 of the Credit Agreement, and if such Default shall occur at a time when
any of the Obligations of the Borrower or any other Obligor may not then be due
and payable, the Guarantors jointly and severally will pay to the Secured
Parties forthwith the full amount which would be payable hereunder by each
Guarantor if all such Obligations were then due and payable.

      SECTION 2.3. Guaranty Absolute, etc. This Guaranty shall in all respects
be a continuing, absolute, unconditional and irrevocable guaranty of payment,
and shall remain in full force and effect until the Termination Date has
occurred. Each Guarantor guarantees that the Obligations of the Borrower and
each other Obligor will be paid strictly in accordance with the terms of each
Loan Document under which they arise, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any


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<PAGE>

Secured Party with respect thereto. The liability of each Guarantor under this
Guaranty shall be absolute, unconditional and irrevocable irrespective of:

            (a) any lack of validity, legality or enforceability of any Loan
      Document;

            (b) the failure of any Secured Party

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower or any other Obligor or any other Person
            (including any other guarantor) under the provisions of any Loan
            Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor (including any Guarantor) of, or collateral securing, any
            Obligations of the Borrower or any other Obligor;

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations of the Borrower or any other
      Obligor, or any other extension, compromise or renewal of any Obligation
      of the Borrower or any other Obligor;

            (d) any reduction, limitation, impairment or termination of any
      Obligations of the Borrower or any other Obligor for any reason, including
      any claim of waiver, release, surrender, alteration or compromise, and
      shall not be subject to (and each Guarantor hereby waives any right to or
      claim of) any defense or setoff, counterclaim, recoupment or termination
      whatsoever by reason of the invalidity, illegality, nongenuineness,
      irregularity, compromise, unenforceability of, or any other event or
      occurrence affecting, any Obligations of the Borrower or any other Obligor
      or otherwise;

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of any Loan Document;

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral, or any amendment to or waiver or release or addition of,
      or consent to departure from, any other guaranty, held by any Secured
      Party securing any of the Obligations of the Borrower or any other
      Obligor; or

            (g) any other circumstance which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Borrower,
      or any other Obligor, any surety or any guarantor.

      SECTION 2.4. Reinstatement, etc. Each Guarantor agrees that this Guaranty
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment (in whole or in part) of any of the Obligations is invalidated,
declared to be fraudulent or preferential, set aside, rescinded or must
otherwise be restored by any Secured Party, upon the insolvency, bankruptcy or
reorganization of the Borrower or any other Obligor or otherwise, all as though
such payment had not been made.


                                       4
<PAGE>

      SECTION 2.5. Waiver, etc. Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Obligations of the Borrower or any other Obligor and of this Guaranty and any
requirement that any Secured Party protect, secure, perfect or insure any
security interest or Lien, or any property subject thereto, or exhaust any right
or take any action against the Borrower or any other Obligor or any other Person
(including any other guarantor) or entity or any collateral securing the
Obligations of the Borrower or any other Obligor, as the case may be.

      SECTION 2.6. Postponement of Subrogation, etc. Each Guarantor will not
exercise any rights which it may acquire by way of rights of subrogation under
this Guaranty, by any payment made hereunder or otherwise (not including
payments expressly permitted to be made under the Credit Agreement) until the
prior payment, in full and in cash, of all Obligations of the Borrower and each
other Obligor, the termination or expiration of all Letters of Credit, the
termination of all Rate Protection Agreements and the termination of all
Commitments. Any amount paid to any Guarantor on account of any such subrogation
rights prior to the payment in full of all Obligations of the Borrower and each
other Obligor shall be held in trust for the benefit of the Secured Parties and
shall immediately be paid to the Administrative Agent for the benefit of the
Secured Parties and credited and applied against the Obligations of the Borrower
and each other Obligor, whether matured or unmatured, in accordance with the
terms of the Credit Agreement; provided, however, that if

            (a) such Guarantor has made payment to the Secured Parties of all or
      any part of the Obligations of the Borrower or any other Obligor, and

            (b) the Termination Date has occurred,

each Secured Party agrees that, at such Guarantor's request, the Administrative
Agent, on behalf of the Secured Parties, will execute and deliver to such
Guarantor at the Guarantor's expense appropriate documents (without recourse and
without representation or warranty) necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Obligations of the Borrower
and each other Obligor resulting from such payment by such Guarantor. In
furtherance of the foregoing, each Guarantor shall, at all times prior to the
Termination Date, refrain from taking any action or commencing any proceeding
against the Borrower or any other Obligor (or any of their respective successors
or assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amount in respect of any payment made under this Guaranty to any
Secured Party.

      SECTION 2.7. Successors, Transferees and Assigns; Transfers of Notes, etc.
This Guaranty shall:

            (a) be binding upon each Guarantor, and its successors, transferees
      and assigns; and

            (b) inure to the benefit of and be enforceable by each Secured
      Party.

Without limiting the generality of clause (b), any Lender may assign or
otherwise transfer (in whole or in part) any Note or Credit Extension held by it
to any other Person or entity, and such other Person or entity shall thereupon
become vested with all rights and benefits in respect



                                       5
<PAGE>

thereof granted to such Lender under any Loan Document (including this Guaranty)
or otherwise, subject, however, to any contrary provisions in such assignment or
transfer and to the provisions of the Credit Agreement.

      SECTION 2.8. Payments; Application. Each Guarantor hereby agrees with each
Secured Party as follows:

            (a) Each Guarantor agrees that all payments made by such Guarantor
      hereunder will be made in Dollars to the Administrative Agent, without
      set-off, counterclaim or other defense and in accordance with Sections 4.6
      and 4.8 of the Credit Agreement, free and clear of and without deduction
      for any Taxes, each Guarantor hereby agreeing to comply with and be bound
      by the provisions of Sections 4.6 and 4.8 of the Credit Agreement in
      respect of all payments made by it hereunder and the provisions of which
      Sections are hereby incorporated into and made a part of this Guaranty by
      this reference as if set forth herein; provided, that references to the
      "Borrower" in such Sections shall be deemed to be references to each
      Guarantor, and references to "this Agreement" shall be deemed to be
      references to this Guaranty.

            (b) All payments made hereunder shall be applied upon receipt (i)
      first, to the payment of all Obligations owing to the Administrative
      Agent; (ii) second, after payment in full of the amounts specified in
      clause (b)(i), to the ratable payment of all other Obligations owing to
      the Secured Parties (other than Hedging Obligations); (iii) third, after
      payment in full of the amounts specified in clauses (b)(i) and (b)(ii), to
      the ratable payment of all Hedging Obligations with Lenders (at the time
      of creation thereof or thereafter becoming Lenders); and (iv) fourth,
      after payment in full of the amounts specified in clauses (b)(i), (b)(ii)
      and (b)(iii), and following the Termination Date, to such Guarantor or any
      other Person lawfully entitled to receive such surplus.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations. In order to induce the Secured Parties to
enter into the Credit Agreement and make Credit Extensions thereunder, and to
induce Secured Parties to enter into Rate Protection Agreements, each Guarantor,
jointly and severally, represents and warrants to each Secured Party that the
representations and warranties contained in Article VI of the Credit Agreement,
insofar as the representations and warranties contained therein are applicable
to such Guarantor and its properties, are true and correct in all material
respects, with each of the representations and warranties set forth in such
Article (to the extent applicable) and all other terms of the Credit Agreement
to which reference is made therein, together with all related definitions and
ancillary provisions, being hereby incorporated into this Guaranty by this
reference as though specifically set forth in this Article. Furthermore, each
Guarantor, jointly and severally, represents that it has knowledge of the
Borrower's and each other Obligor's financial condition and affairs and that it
has adequate means to obtain from the Borrower and each other Obligor on an
ongoing basis information relating thereto and to the Borrower's and such
Obligor's ability to pay and perform the Obligations, and agrees to assume the
responsibility for remaining informed as to such matters for so long as this
Guaranty is in effect.


                                       6
<PAGE>

Each Guarantor, jointly and severally, acknowledges and agrees that the Secured
Parties shall have no obligation to investigate the financial condition or
affairs of any Obligor for the benefit of any Guarantor nor to advise any
Guarantor of any fact respecting, or any change in, the financial condition or
affairs of the Borrower or any other Obligor that might become known to any
Secured Party at any time, whether or not such Secured Party knows or believes
or has reason to know or believe that any such fact or change is unknown to such
Guarantor, or might (or does) materially increase the risk of such Guarantor as
guarantor, or might (or would) affect the willingness of such Guarantor to
continue as a guarantor of the Obligations.

                                   ARTICLE IV
                                 COVENANTS, ETC.

      SECTION 4.1. Covenants. Each Guarantor, jointly and severally, covenants
and agrees that at all times prior to the Termination Date it will perform,
comply with and be bound by all of the agreements, covenants, obligations and
other terms contained in the Credit Agreement (including Article VII and Section
8.1.9 of the Credit Agreement) which are applicable to such Guarantor or its
properties, with such agreements, covenants, obligations and other terms,
together with all related definitions and ancillary provisions, being hereby
incorporated into this Guaranty by this reference as though specifically set
forth in this Article.

                                   ARTICLE V
                            MISCELLANEOUS PROVISIONS

      SECTION 5.1. Loan Document. This Guaranty is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof.

      SECTION 5.2. Binding on Successors, Transferees and Assigns; Assignment.
In addition to, and not in limitation of, Section 2.7, this Guaranty shall
jointly and severally be binding upon each Guarantor and its successors,
transferees and assigns and shall inure to the benefit of and be enforceable by
each Secured Party and its successors, transferees and assigns (to the fullest
extent provided pursuant to Section 2.7); provided, however, that no Guarantor
may assign any of its obligations hereunder without the prior written consent of
all Lenders.

      SECTION 5.3. Amendments, etc. No amendment to or waiver of any provision
of this Guaranty, nor consent to any departure by any Guarantor herefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Administrative Agent (on behalf of the Lenders or the Required Lenders, as the
case may be, pursuant to Section 10.1 of the Credit Agreement) and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

      SECTION 5.4. Notices. All notices and other communications provided
hereunder shall be in writing or by facsimile and addressed, delivered or
transmitted, if to any Guarantor, at the address or facsimile number of the
Borrower specified in the Credit Agreement, and if to the Administrative Agent,
at its address or facsimile number specified in the Credit Agreement, or, in
either case, at such other address or facsimile number as may be designated by
any such party


                                       7
<PAGE>

in a notice to the other parties. Any notice, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier
service, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when the confirmation of transmission thereof
is received by the transmitter.

      SECTION 5.5. Additional Guarantors. Upon the execution and delivery by any
other Person of an instrument in the form of Annex I hereto, such Person shall
become a "Guarantor" hereunder with the same force and effect as if originally
named as a Guarantor herein. The execution and delivery of any such instrument
shall not require the consent of any other Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Guaranty.

      SECTION 5.6. No Waiver; Remedies. In addition to, and not in limitation
of, Section 2.3 and Section 2.5, no failure on the part of any Secured Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

      SECTION 5.7. Captions. Section captions used in this Guaranty are for
convenience of reference only, and shall not affect the construction of this
Guaranty.

      SECTION 5.8. Setoff. In addition to, and not in limitation of, any rights
of any Secured Party under applicable law, each Secured Party shall, upon the
occurrence and continuance of any Event of Default described in any of clauses
(a) through (d) of Section 8.1.9 of the Credit Agreement or, with the consent of
the Required Lenders, upon the occurrence of any Event of Default, have the
right to appropriate and apply to the payment of the obligations of any
Guarantor owing to it hereunder, whether or not then due, and such Guarantor
hereby grants to each Secured Party a continuing security interest in, any and
all balances, credits, deposits, accounts or moneys of such Guarantor then or
thereafter maintained with such Secured Party or any agent or bailee for such
Secured Party; provided, however, that any such appropriation and application
shall be subject to the provisions of Sections 4.6, 4.7 and 4.8 of the Credit
Agreement.

      SECTION 5.9. Contribution Obligations among Guarantors. In order to
provide for just and equitable contribution among the Guarantors, each of the
Guarantors agrees, among themselves, that in the event any payment or
distribution is made by a Guarantor (a "Funding Guarantor") under this Guaranty,
such Funding Guarantor shall be entitled to a contribution from the other
Guarantors for all such payments or distributions, or damages and expenses
incurred by such Funding Guarantor in discharging any Obligations. Each
Guarantor which is not a Funding Guarantor shall be liable to a Funding
Guarantor with respect to any such payments or distributions, or damages and
expenses, in an aggregate amount equal to (a) the ratio of (i) the net worth of
such Guarantor, as determined in accordance with the most recent balance sheet
of such Guarantor at the time of such payment by a Funding Guarantor, to (ii)
the aggregate net worth of all Guarantors (including the Funding Guarantor),
similarly determined, multiplied by (b) the amount which the Funding Guarantor
paid on account of the Obligations. In the event


                                       8
<PAGE>

that at any time there exists more than one Funding Guarantor, then payment from
the other Guarantors pursuant to this Section shall be in an aggregate amount
equal in proportion to the total amount of money paid for or on account of the
Obligations by the Funding Guarantors pursuant to this Guaranty. If the Funding
Guarantor is required to make any payment hereunder, such Funding Guarantor
shall also be entitled to a right of subrogation in respect of such payment from
the other Guarantors on the terms of Section 2.6 hereto. Notwithstanding
anything in this Section to the contrary, the agreements in this Section are to
establish the relative rights of contribution of the Guarantors and shall not
modify the joint and several nature of the obligations of each Guarantor owed to
the Administrative Agent for the benefit of each of the Secured Parties or
impair the rights of the Administrative Agent for the benefit of each of the
Secured Parties to hold any of the Guarantors liable for payment of the full
amount of all Obligations.

      SECTION 5.10. Severability. Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

      SECTION 5.11. Governing Law; Entire Agreement. THIS GUARANTY AND EACH
OTHER LOAN DOCUMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS
GUARANTY AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY
PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

      SECTION 5.12. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS GUARANTY OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE SECURED PARTIES OR ANY GUARANTOR MAY
BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK
COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY
MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH PROPERTY MAY BE FOUND. EACH GUARANTOR HEREBY EXPRESSLY
AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK, NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
REGISTERED


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<PAGE>

MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR OUTSIDE OF THE STATE OF
NEW YORK. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH GUARANTOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY AND THE OTHER LOAN DOCUMENTS.

      SECTION 5.13. Waiver of Jury Trial. EACH GUARANTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE SECURED PARTIES OR ANY GUARANTOR. EACH GUARANTOR
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
SECURED PARTIES ENTERING INTO THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.

      SECTION 5.14. Counterparts. This Guaranty may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.




                                       10
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Guaranty to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                                         MARVEL ENTERPRISES, INC.


                                         By  /s/ Allen Lipson
                                             -----------------------------------
                                             Title: Executive Vice President


                                         MARVEL ENTERTAINMENT GROUP, INC.


                                         By  /s/ Allen Lipson
                                             -----------------------------------
                                             Title: Vice President


                                         MARVEL CHARACTERS INC.


                                         By  /s/ Allen Lipson
                                             -----------------------------------
                                             Title: Vice President


                                         MRV, INC.


                                         By  /s/ Allen Lipson
                                             -----------------------------------
                                             Title: Vice President


ACCEPTED BY:

HSBC BANK USA,
  as Administrative Agent


By /s/ Vivek Khanna
   ----------------------------
   Title: Vice President



                                       11
<PAGE>

                                                                      ANNEX I to
                                                             Subsidiary Guaranty


      SUPPLEMENT NO. ___, dated as of ____________ ___, _____ (this
"Supplement"), to the Subsidiary Guaranty, dated as of November 30, 2001 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Guaranty"), among the initial signatories thereto and each other
Person which from time to time thereafter became a party thereto pursuant to
Section 5.5 thereof (each, individually, a "Guarantor", and, collectively, the
"Guarantors"), in favor of HSBC Bank USA, as administrative agent (together with
its successor(s) thereto, in such capacity the "Administrative Agent") for each
of the Secured Parties.

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS, pursuant to a Credit Agreement, dated as of November 30, 2001 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among Marvel Enterprises, Inc. (the "Borrower"),
the various financial institutions and other Persons from time to time parties
thereto (the "Lenders"), the Administrative Agent and HSBC Securities (USA)
Inc., as sole Lead Arranger and sole Bookrunner, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS in connection with the Credit Agreement, certain Subsidiaries of
the Borrower entered into the Guaranty;

      WHEREAS as a condition to the continued making and maintenance of Credit
Extensions, the undersigned is required to become a party to the Guaranty;

      WHEREAS, the Guaranty provides that additional parties may become
Guarantors under the Guaranty by execution and delivery of an instrument in the
form of this Supplement;

      WHEREAS, pursuant to the provisions of Section 5.5 of the Guaranty, the
undersigned is becoming an Additional Guarantor under the Guaranty; and

      WHEREAS, the undersigned desires to become a Guarantor under the Guaranty
in order to induce the Secured Parties to continue to make Credit Extensions
under the Credit Agreement as consideration therefor;

      NOW, THEREFORE, the undersigned agrees, for the benefit of each Secured
Party, as follows.

            SECTION 1. In accordance with the Guaranty, the undersigned by its
signature below becomes a Guarantor under the Guaranty with the same force and
effect as if it were an original signatory thereto as a Guarantor and the
undersigned hereby (a) agrees to all the terms and provisions of the Guaranty
applicable to it as a Guarantor thereunder and (b) represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are true
and correct on and as of the date hereof. In furtherance of the foregoing, each
reference to a

<PAGE>

"Guarantor" or an "Additional Guarantor" in the Guaranty shall be deemed to
include the undersigned.

            SECTION 2. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guaranty.

            SECTION 3. The undersigned hereby represents and warrants that this
Supplement has been duly authorized, executed and delivered by the undersigned
and constitutes a legal, valid and binding obligation of the undersigned,
enforceable against it in accordance with its terms.

            SECTION 4. Except as expressly supplemented hereby, the Guaranty
shall remain in full force and effect in accordance with its terms.

            SECTION 5. In the event any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and in the Guaranty shall not in any way be affected or
impaired.

            SECTION 6. Without limiting the provisions of the Credit Agreement
(or any other Loan Document, including the Guaranty), the undersigned agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including reasonable attorneys' fees and
expenses of the Administrative Agent.

            SECTION 7. THIS SUPPLEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR
SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK). THIS SUPPLEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AMONG
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY
PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

            SECTION 8. This Supplement hereby incorporates by reference the
provisions of the Guaranty, which provisions are deemed to be a part hereof, and
this Supplement shall be deemed to be a part of the Guaranty.

            SECTION 9. This Supplement may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.




                                      -2-
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused this Supplement
to the Guaranty to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date and year first above written.

                                          [ADDITIONAL GUARANTOR], a
                                          _______________ _______________


                                          By:
                                             ----------------------------
                                             Title:


ACCEPTED BY:

HSBC Bank USA,
  as Administrative Agent


By:
   ---------------------------
   Title:






                                      -3-

</TEXT>
</DOCUMENT>
