MARVEL ENTERPRISES INC
EX. 10.8  VOTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>votingagmt.txt
<DESCRIPTION>EX. 10.8  VOTING AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.8


                                                                  EXECUTION COPY

                                VOTING AGREEMENT
                                ----------------

               VOTING AGREEMENT dated as of November 30, 2001 (this
"Agreement"), by and among Marvel Enterprises, Inc., a Delaware corporation (the
"Company"), and each of Avi Arad, Isaac Perlmutter ("Perlmutter"), Morgan
Stanley & Co. Incorporated, and Whippoorwill Associates, Incorporated, as agent
and/or general partner for its discretionary accounts ("Whippoorwill") (each a
"Stockholder," and collectively the "Stockholders").

                                    RECITALS

               WHEREAS, each Stockholder has voting power with respect to the
number of shares of Common Stock, par value $0.01, of the Company (the "Common
Stock") and 8% Cumulative Convertible Exchangeable Preferred Stock, par value
$0.01, of the Company (the "Preferred Stock," and together with the Common
Stock, the "Voting Stock") set forth opposite such Stockholder's name on the
signature pages hereto; and

               WHEREAS, the Company intends to seek the approval of the
stockholders of the Company at its annual meeting of the stockholders to (i)
issue warrants to Perlmutter (the "Warrant Issuance") pursuant to the warrant
agreement between the Company and Perlmutter, dated as of November 30, 2001 (the
"Warrant Agreement"), (ii) issue stock options (the "Stock Option Issuance") to
Perlmutter pursuant to the employment agreement between the Company and
Perlmutter, dated as of November 30, 2001, and the nonqualified stock option
agreement between the Company and Perlmutter, dated as of November 30, 2001 (the
"Stock Option Agreement"), and (iii) amend the Company's 1998 Stock Incentive
Plan to increase the number of shares of Common Stock available for issuance
under the Company's 1998 Stock Incentive Plan (the "Stock Plan Amendment"); and

               NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, representations, warranties and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:

       Section 1. Stockholders' Meeting. The Company, acting through its board
of directors (the "Board of Directors"), shall:

               (a) duly call, give notice of, convene and hold a special or
annual meeting of its stockholders, to be held as soon as practicable after the
date hereof, for the purpose of considering and taking action upon the approval
of the Warrant Issuance and the Stock Option Issuance, and the approval and
adoption of the Stock Plan Amendment (such annual or special meeting, the
"Stockholders' Meeting");

               (b) include in the proxy statement distributed to the Company's
stockholders in connection with the Stockholders' Meeting (the "Proxy
Statement") the recommendation of the Board of Directors that stockholders of
the Company vote in favor of the approval of the Warrant Issuance and the Stock
Option Issuance and the approval and adoption of the Stock Plan Amendment;
provided, however, that if the Warrant Agreement is terminated in accordance
with its terms prior to the date of the Stockholders' Meeting, then the Board of
Directors shall not be


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required to recommend to the stockholders of the Company that they vote in favor
of the approval of the Warrant Issuance; and

               (c) use reasonable efforts to promptly prepare and file with the
Securities and Exchange Commission (the "Commission") the Proxy Statement and
(1) obtain and furnish the information required to be included by it in the
Proxy Statement and respond promptly to any comments made by the Commission with
respect to the Proxy Statement and any preliminary version thereof and cause the
Proxy Statement to be mailed to its stockholders at the earliest practicable
time following the date hereof and (2) solicit the approvals by its stockholders
for the Warrant Issuance and Stock Option Issuance and the adoption of the Stock
Plan Amendment.

       Section 2. Voting the Shares of Voting Stock; Proxy.

               (a) Subject to the provisions of Section 5 hereof, each
Stockholder hereby agrees, severally and not jointly, that during the period
commencing on the date hereof and continuing until this provision terminates
pursuant to Section 6, at any meeting of the holders of shares of Voting Stock
(including, without limitation, the Stockholders' Meeting), however called, or
in connection with any written consent of the holders of shares of Voting Stock,
such Stockholder will vote (or cause to be voted) all of the shares of Voting
Stock with respect to which it has "voting power," as such term is used in Rule
13d-3 of the General Rules and Regulations Under the Securities Exchange Act of
1934, as amended ("Voting Control"), whether now owned or hereafter acquired, in
favor of the adoption of a resolution approving the Warrant Issuance, the Stock
Option Issuance and the Stock Plan Amendment, in each case on the terms and
conditions as stated in such agreements on the date hereof, and any actions
required in furtherance thereof; provided, however, that if the Warrant
Agreement is terminated in accordance with its terms prior to the date of the
Stockholder's Meeting, then the Stockholders shall not be required to vote in
favor of the approval of the Warrant Issuance.

               (b) No Stockholder shall enter into any agreement or
understanding with any individual, corporation, partnership, limited liability
company, joint venture, association, trust, unincorporated organization or other
entity (each, a "Person") the effect of which would be inconsistent with or
violative of the provisions of this Agreement.

               (c) In the event of a stock dividend or distribution, or any
change in the Voting Stock by reason of any stock dividend, stock split,
recapitalization, reclassification, combination, exchange of shares, merger or
the like, the term "shares" as used in this Agreement shall be deemed to refer
to and include the shares of Voting Stock as well as all such stock dividends
and distributions and any shares or other securities into which or for which any
or all of the shares may be converted, changed or exchanged

       Section 3. Perlmutter Information. Perlmutter hereby agrees to timely
furnish to the Company such information concerning Perlmutter and his affiliates
(other than the Company and any of its subsidiaries) as the Company may from
time to time reasonably request in writing for inclusion in the Proxy Statement.

       Section 4. Representations and Warranties.

               (a) Representations and Warranties of the Stockholders. Each of
the


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Stockholders hereby represents and warrants to the Company as follows:

              (i) Ownership of Shares. Such Stockholder has Voting Control with
       respect to all of the shares of Voting Stock listed opposite its name on
       the signature pages attached hereto. Such Stockholder has the power to
       cause such shares of Voting Stock to be voted as provided in Section 2
       hereof and the power to agree to all of the matters set forth in this
       Agreement, in each case with respect to all of the shares of Voting Stock
       listed opposite its name on the signature pages attached hereto with no
       limitations, qualifications or restrictions on such rights (subject to
       applicable securities laws).

              (ii) Power; Binding Agreement. Such Stockholder has the legal
       capacity, power and authority to enter into and perform all of its
       obligations under this Agreement. This Agreement has been duly and
       validly authorized, executed and delivered by it and constitutes a valid
       and binding agreement enforceable against it in accordance with its
       terms, subject to applicable bankruptcy, insolvency, fraudulent
       conveyance, reorganization, moratorium and similar laws affecting
       creditors' rights and remedies generally, and subject, as to
       enforceability, to general principles of equity, including principles of
       commercial reasonableness, good faith and fair dealing (regardless of
       whether enforcement is sought in a proceeding at law or in equity). There
       is no beneficiary or holder of a voting trust certificate or other
       interest of any trust of which it is settlor or trustee or any other
       person whose consent is required for the execution and delivery of this
       Agreement or the consummation by it of the transactions contemplated
       hereby.

              (iii) No Conflicts; No Prior Proxy. None of the execution and
       delivery of this Agreement by it, the consummation by it of the
       transactions contemplated hereby or compliance by it with any of the
       provisions hereof will (i) result in a violation or breach of, or
       constitute (with or without notice or lapse of time or both) a default
       (or give rise to any third party right of termination, cancellation,
       material modification or acceleration) under any of the terms, conditions
       or provisions of any declaration of trust, note, bond, mortgage,
       indenture, security or pledge agreement, voting agreement, stockholders'
       agreement or voting trust, license, contract, commitment, arrangement,
       understanding, agreement or other instrument or obligation of any kind to
       which it is a party or by which it or any of its properties or assets may
       be bound or (ii) violate any order, writ, injunction, decree, judgment,
       statute, rule or regulation applicable to it or any of its properties or
       assets; and which would, in either case, prevent or impair the ability of
       such Stockholder to perform its obligations under this Agreement. Each of
       the Stockholders has not previously granted, nor will any Stockholder so
       grant, during the term of this Agreement, any other proxy in respect of
       the matters set forth in Section 2 above or enter into any other
       agreement with respect to the Voting Stock that would violate the
       provisions of Section 2 of this Agreement.

       (b) Representations and Warranties of Perlmutter. Perlmutter hereby
represents and warrants to the Company that none of the information supplied by
Perlmutter in writing for inclusion in the Proxy Statement will, at the time
that it or any amendment or supplement thereto is mailed to the Company's
stockholders, at the time of the Stockholders' Meeting, or at the time of the
Warrant Issuance or Stock Issuance, contain any untrue statement


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of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading.

       Section 5. Restriction on Transfer; Proxies; Non-Interference. Each
Stockholder hereby agrees with each other Stockholder and the Company, severally
and not jointly, that it shall not, directly or indirectly, during the period
commencing on the date hereof and continuing until the earlier of the date this
provision terminates pursuant to Section 6 or March 31, 2002: (i) offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of,
or grant or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of, any or all of
the shares of Voting Stock with respect to which it has Voting Control
("Controlled Voting Stock") or any interest therein; (ii) grant any proxies or
powers of attorney, deposit any shares of its Controlled Voting Stock into a
voting trust or enter into a voting agreement with respect to any of its shares
of Controlled Voting Stock which would prevent or impair the ability of such
Stockholder to perform its obligations under this Agreement; or (iii) take any
action that would make any of such Stockholder's representations or warranties
contained herein untrue or incorrect or have the effect of preventing or
disabling such Stockholder from performing his or its respective obligations
under this Agreement. Notwithstanding the foregoing, Whippoorwill shall be
permitted to offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or grant or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for sale,
transfer, tender, pledge, encumbrance, assignment or other disposition of, any
or all of its Controlled Voting Stock to sophisticated investors organized
under, resident or located in the United States that agree to be bound as a
Stockholder pursuant to the terms of this Agreement. Notwithstanding anything to
the contrary in this Section 5, (i) Whippoorwill shall be permitted to transfer
up to an aggregate of 400,000 shares of its Controlled Voting Stock free of the
restrictions of this Agreement in connection with liquidating accounts or upon
the request of one or more of its clients and any such Shares so transferred
will no longer be subject to this Agreement if it no longer has voting control
of such shares and (ii) Whippoorwill shall be permitted to transfer its shares
of Controlled Voting Stock if it obtains a proxy (which shall state that it is
coupled with an interest and therefor irrevocable) from each transferee of such
shares appointing Whippoorwill Associates, Incorporated as the lawful proxy for
such transferee to vote all of such shares of Controlled Voting Stock, for and
in the name, place and stead of such transferee, at any annual, special or other
meeting of the stockholders of the Company and at any adjournment thereof, or
pursuant to any consent in lieu of a meeting, at which meeting or in connection
with which consent action shall be taken, and such proxy shall be for the sole
purpose of acting in favor of the approval of the Warrant Issuance, the Stock
Option Issuance and the Stock Plan Amendment.

       Section 6. Termination. The covenants and agreements contained in
Sections 2, 5 and 7 hereof shall terminate automatically and without any further
action on the part of the Company or any of the Stockholders upon the earlier of
the following: (i) the date of the conclusion of the Stockholder's Meeting, or
(ii) March 31, 2002. Notwithstanding anything to the contrary herein, the
termination of this Agreement shall not relieve any party of liability for a
breach hereof prior to termination.


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       Section 7. Stockholder Capacity. No Stockholder executing this Agreement
makes any agreement or understanding herein in his capacity as a director or
officer of the Company. Each Stockholder signs this Agreement solely in his
capacity as a Person that has Voting Control with respect to all of the shares
of Voting Stock listed opposite his name on the signature pages attached hereto
and nothing herein shall limit or affect any actions taken by a Stockholder in
his capacity as a director or officer of the Company.

       Section 8. Further Assurances. From time to time, at any party's request
and without further consideration, each Stockholder and/or the Company shall
execute and deliver such additional documents and take all such further lawful
action as may be necessary or desirable to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this
Agreement.

       Section 9. Entire Agreement. This Agreement, the Warrant Agreement and
the Stock Option Agreement (together with the Schedules and Exhibits thereto)
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.

       Section 10. Certain Events. Each Stockholder agrees that, until the
earlier of the date this provision terminates in accordance with Section 6 or
March 31, 2002, this Agreement and the obligations hereunder shall attach to its
shares of Controlled Voting Stock and shall be binding upon any Person to which
legal or beneficial ownership of such shares of Controlled Voting Stock shall
pass by operation of law, including, without limitation, such Stockholder's
heirs, executors, guardians, administrators, trustees or successors and, their
respective successors and assigns. Notwithstanding any transfer of shares of
Controlled Voting Stock which are the subject of this Agreement, the transferor
shall remain liable for the performance of all obligations of the transferor
under this Agreement.

       Section 11. Assignment. This Agreement shall not be assigned by any party
hereto, by operation of law or otherwise, without the prior written consent of
the other parties, and any purported assignment without such consent shall be
null and void. All covenants and agreements contained in this Agreement shall be
binding upon and inure to the benefit of the respective successors, heirs and
permitted assigns of the parties hereto.

       Section 12. Amendments; Waivers. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated except upon
the execution and delivery of a written agreement executed by each of the
parties hereto.

       Section 13. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, confirmed
facsimile transmission, or by mail (registered or certified mail, postage
prepaid, return receipt requested) or by any courier service providing proof of
delivery. All communications hereunder shall be delivered to the respective
parties at the following addresses: (i) if to the Company, to it at 10 East 40th
Street, New York, NY 10016, Attention: Allen Lipson, Esq.; and (ii) if to a
Stockholder, to the address set forth under such Stockholder's signature on the
signature pages hereto; or, in each case, to such other address as


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the Person to whom notice is given may have previously furnished to the others
in writing in the manner set forth above.

       Section 14. Severability. If any term or provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon determination that any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible to the fullest extent
permitted by law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.

       Section 15. Specific Performance. Each Stockholder recognizes and
acknowledges that a breach by him or it of any covenants or agreements contained
in this Agreement will cause the other parties to sustain damages for which they
would not have an adequate remedy at law for money damages. Each Stockholder
therefore agrees that in the event of any such breach the other parties shall be
entitled to the remedy of specific performance of such covenants and agreements
and injunctive and other equitable relief in addition to any other remedy to
which such party may be entitled at law or in equity, and without the necessity
of the posting of any bond or other security.

       Section 16. Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.

       Section 17. No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.

       Section 18. No Third Party Beneficiaries. This Agreement is not intended
to be for the benefit of, and shall not be enforceable by, any Person who or
which is not a party hereto.

       Section 19. Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of New York, without giving effect to
the principles of conflicts of law thereof.

       Section 20. Waiver of Jury Trial. The parties hereto waive all right to
trial by jury in any action or proceeding to enforce or defend any rights under
this Agreement and any document executed in connection herewith.

       Section 21. Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.


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       Section 22. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.



                            (Signature Pages Follow)


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               IN WITNESS WHEREOF, the Company and each Stockholder have
executed and delivered this Agreement as of the date first above written.

The Company:

MARVEL ENTERPRISES, INC.
By:_______________________
        Name:
        Title:

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Stockholders:


<S>                                                       <C>
By:/s/ Avi Arad                                           Shares of Common Stock:
   -----------------------------                          4,150,000
        Name:  Avi Arad
        Address: 10474 Santa Monica Blvd., Suite 206
                 Los Angeles, CA 90025                   Shares of Preferred Stock:
                                                          0


By:/s/ Isaac Perlmutter                                   Shares of Common Stock:
   -----------------------------                          10,008,500
        Name:  Isaac Perlmutter
        Address: P.O. Box 1028
                 Lake Worth, FL 33460                     Shares of Preferred Stock:
                                                          5,384,324

MORGAN STANLEY & CO. INCORPORATED
By:/s/ Michael Petrick                                    Shares of Common Stock:
   -----------------------------                          2,269,175
        Name: Michael Petrick
        Title: Managing Director
        Address: 1221 Avenue of the Americas              Shares of Preferred Stock:
                 New York, NY 10020                       3,199,590

WHIPPOORWILL ASSOCIATES, INCORPORATED, as agent and/or    Shares of Common Stock:
general partner for its discretionary accounts            1,378,794

By:_______________________                                Shares of Preferred Stock:
        Name:                                             2,616,367
        Title:
        Address: 11 Martine Avenue, 11th floor
                 White Plains, NY  10606
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