Exhibit 10.2

Dear Alan:

Reference  is  made  to  the  Employment   Agreement   between  you  and  Marvel
Enterprises,  Inc. dated as of August 13, 2001 (the "Employment Agreement"). All
capitalized  terms  defined  in the  Employment  Agreement  shall  have the same
meaning herein as set forth therein.

The  Employment  Agreement  is hereby  amended,  as of August 13,  2003,  in the
following respect:

1.   The Term is extended from August 13, 2003 through August 12, 2005.

Except as otherwise  expressly  provided herein, 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
so indicate by signing below.

Very truly yours,

MARVEL ENTERPRISES, INC.


By: /s/ Allen S. Lipson
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    Allen S. Lipson
    President and Chief Executive Officer




ACCEPTED AND AGREED TO

/s/ Alan Fine
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Alan Fine