MARVEL ENTERPRISES INC
ARAD AMENDED EMPLOYMENT AGMT DATED DEC.9-2002
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>arademploymentagmt.txt
<DESCRIPTION>ARAD AMENDED EMPLOYMENT AGMT DATED DEC.9-2002
<TEXT>
December 9, 2002

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, as amended by a letter  agreement dated January 3, 2001 (the
"Employment  Agreement").  All terms defined in the Employment  Agreement  shall
have the same meaning herein 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 as of the date hereof, in the following respects.

1.   The Term is hereby amended by extending the  expiration  date from December
     31, 2002 to December 31, 2004.

2.   Executive  shall  receive  a bonus  for 2002  equal  to 50% of  Executive's
     salary.

3.   Section  3.2 of the  Agreement  ("Bonus")  is hereby  amended by adding the
     following  sentence at the end of the  section:  "Executive's  target bonus
     amount shall be $250,000."

4.   Section 12 of the Agreement  ("Royalties  Under Master  License") is hereby
     amended by replacing  "$650,000 per year" (Marvel's  royalty  obligation to
     Executive  for Marvel  products for which the  Executive is the inventor of
     record) with "$850,000 per year."

5.   Schedule II,  Additional  Benefits,  shall be amended by eliminating Item 4
     thereof  (concerning a $75,000 special bonus, also known as Executive's car
     allowance).

6.   The amount you will  receive as producer on all new movie deals will be 50%
     of the entire producer fee but not less than $350,000.  The producer fee on
     all existing movie deals will remain unchanged.

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

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


Very truly yours,


-------------------
Allen S. Lipson




ACCEPTED AND AGREED


----------------------------
Avi Arad

</TEXT>
</DOCUMENT>
