Exhibit 10.2

                             AGREEMENT TO TERMINATE
                             STOCKHOLDERS' AGREEMENT


      The  undersigned  are  all  of  the  parties  who  remain  subject  to the
Stockholders'  Agreement,  dated  as of  October  1,  1998  (the  "Stockholders'
Agreement"),  among Avi Arad, various Dickstein entities and individuals,  Isaac
Perlmutter, Isaac Perlmutter T.A., The Laura & Isaac Perlmutter Foundation Inc.,
Object Trading Corp.,  Zib Inc., The Chase Manhattan Bank,  Morgan Stanley & Co.
Incorporated,  Whippoorwill  Associates,  Incorporated,  as agent for or general
partner of various accounts,  and Marvel  Enterprises,  Inc.  (formerly known as
"Toy  Biz,  Inc.").  The  undersigned  desire  to  terminate  the  Stockholders'
Agreement and all of their rights and obligations thereunder.

      THEREFORE, the undersigned agree as follows:

      1.  Pursuant to Section  4.2(a)(i)  of the  Stockholders'  Agreement,  the
undersigned agree that the Stockholders'  Agreement is hereby terminated and all
rights  and  obligations  of  each  of the  undersigned  thereunder  are  hereby
terminated, all as of the date of this agreement.

      2.  This agreement  contains  the entire  understanding  among the parties
hereto with respect to the subject matter  hereof,  and supersedes all prior and
contemporaneous agreements and understandings among the parties.

      3.  This agreement may be executed in any number of  counterparts, each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

      4.  This  agreement  shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to the principles of the
conflict of law thereof.

      IN WITNESS  WHEREOF,  the parties have duly executed this  agreement as of
October 4, 2002.


                                     /s/  Avi Arad
                                 -------------------------------
                                          Avi Arad


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





                              ISAAC PERLMUTTER T.A.


                              By:    /s/  Isaac Perlmutter
                                 -------------------------------
                                 Name:    Isaac Perlmutter
                                 Title:   Trustee


                              THE LAURA & ISAAC PERLMUTTER
                              FOUNDATION, INC.


                              By:    /s/  Isaac Perlmutter
                                 -------------------------------
                                 Name:    Isaac Perlmutter
                                 Title:   President


                              OBJECT TRADING CORP.


                              By:    /s/  Isaac Perlmutter
                                 -------------------------------
                                 Name:    Isaac Perlmutter
                                 Title:   President


                              ZIB, INC.


                              By:    /s/  Isaac Perlmutter
                                 -------------------------------
                                 Name:    Isaac Perlmutter
                                 Title:   President


                              MORGAN STANLEY & CO. INCORPORATED


                              By:    /s/  Michael J. Petrick
                                 -------------------------------
                                 Name:    Michael J. Petrick
                                 Title:   Managing Director


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                              WHIPPOORWILL ASSOCIATES,
                              INCORPORATED,
                              As agent of and/or general partner for various
                              accounts


                              By:    /s/  Shelley Greenhaus
                                 -------------------------------
                                 Name:    Shelley Greenhaus
                                 Title:   Managing Director


                              MARVEL ENTERPRISES, INC.


                              By:    /s/  Peter Cuneo
                                 -------------------------------
                                 Name:    Peter Cuneo
                                 Title:   President and Chief Executive Officer


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