Amendment

Second Amendment

by Andrews Group Inc
May 12th, 1995



                              SECOND AMENDMENT

               SECOND AMENDMENT, dated as of April 24, 1995 (this
     "Amendment"), to the Amended and Restated Credit and Guarantee
     Agreement, dated as of August 30, 1994 (as amended, supplemented
     or otherwise modified, the "Credit Agreement"), among Marvel
     Entertainment Group, Inc. (the "Company"), Fleer Corp. ("Fleer"),
     the financial institutions parties thereto (the "Banks"), the co-
     agents named therein and Chemical Bank, as administrative agent
     (in such capacity, the "Administrative Agent") for the Banks.

                            W I T N E S S E T H:

               WHEREAS, the Company, Fleer, the Banks and the
     Administrative Agent are parties to the Credit Agreement;

               WHEREAS, the Company and Fleer have requested that the
     Credit Agreement be amended as provided herein; and

               WHEREAS, the Administrative Agent and the Banks are
     willing to so amend the Credit Agreement, subject to the
     conditions set forth herein;

               NOW, THEREFORE, in consideration of the premises and
     mutual agreements contained herein, and for other good and
     valuable consideration, the sufficiency of which is hereby
     acknowledged, the Company, Fleer, the Required Banks and the
     Administrative Agent hereby agree as follows:

               1.   Defined Terms.  Unless otherwise defined herein,
     terms defined in the Credit Agreement shall have such meanings
     when used herein.

               2.   Amendment of Subsection 1.1.  Subsection 1.1 of
     the Credit Agreement is hereby amended by (a) deleting the
     defined terms "Annualized Consolidated Interest Expense",
     "Annualized Consolidated Operating Cash Flow", "Applicable
     Margin", "Capital Expenditures", "Cash Flow Recapture Amount",
     "Consolidated Operating Cash Flow", "Cross Default", "Excess Cash
     Flow", "Net Proceeds Event", "Senior Unsecured Notes",
     "Subsidiary" and "Total Debt" in their entirety and (b) adding
     the following new defined terms in correct alphabetical order:

               "`AcquisitionCo' shall mean Fleer Acquisition Corp., a
          Delaware corporation and a wholly owned Subsidiary of Fleer;

               `Acquisition Facility' shall mean the Credit and
          Guarantee Agreement, dated as of April 24, 1995, among the
          Company, Fleer, the financial institutions parties thereto,
          the co-agents named therein and Chemical Bank, as
          administrative agent, as the same may be amended,
          supplemented, restated or otherwise modified from time to
          time;

               `Annualized Consolidated Interest Expense' shall mean
          Consolidated Interest Expense for any period of four
          consecutive fiscal quarters; provided that, in calculating
          Annualized Consolidated Interest Expense, Toy Biz and its
          Subsidiaries shall be deemed wholly owned Subsidiaries of
          the Company, except that only the Equity Percentage of the
          Annualized Consolidated Interest Expense of Toy Biz and its
          Subsidiaries shall be included in the calculation of
          Annualized Consolidated Interest Expense of the Company and
          its Subsidiaries; 

               `Annualized Consolidated Operating Cash Flow' shall
          mean Consolidated Operating Cash Flow for any period of four
          consecutive fiscal quarters; provided that in calculating
          Annualized Consolidated Operating Cash Flow for purposes of
          calculating the Leverage Ratio, SkyBox and its Subsidiaries,
          Panini and its Subsidiaries and any other Person that is
          acquired by the Company, Fleer, Toy Biz or any of their
          Subsidiaries after the Second Amendment Effective Date and
          such Person's Subsidiaries shall be deemed consolidated
          Subsidiaries of the Company on a pro forma basis for the
          entire period for which such calculation is made if at any
          time during such period SkyBox and its Subsidiaries, Panini
          and its Subsidiaries and any such other Person and its
          Subsidiaries, as the case may be, are consolidated
          Subsidiaries of the Company; and provided, further, that, in
          calculating Annualized Consolidated Operating Cash Flow, Toy
          Biz and its Subsidiaries shall be deemed to be wholly owned
          Subsidiaries of the Company, except that only the Equity
          Percentage of the Annualized Consolidated Operating Cash
          Flow of Toy Biz and its Subsidiaries shall be included in
          the calculation of the Annualized Consolidated Operating
          Cash Flow of the Company and its Subsidiaries;

               `Applicable Margin' shall mean for the period
          commencing with the Closing Date and each subsequent
          Adjustment Date, as the case may be, and ending on the day
          immediately preceding the next succeeding Adjustment Date,
          the rate per annum for the relevant type of Loan set forth
          opposite such period:

                          Period            Alternate    Eurodollar
                                            Base Rate    Loan 
                                              Loan  

                  Leverage Ratio is greater     1%       2%
                  than or equal to 4.5 to
                  1.0

                  Leverage Ratio is less      3/4 of   1-3/4%
                  than 4.5 to 1.0, but          1%
                  greater than or equal to
                  4.0 to 1.0

                  Leverage Ratio is less      1/2 of   1-1/2%
                  than 4.0 to 1.0 but           1%
                  greater than or equal to
                  3.5 to 1.0

                  Leverage Ratio is less      1/4 of   1-1/4%
                  than 3.5 to 1.0 but           1%
                  greater than or equal to
                  3.0 to 1.0

                  Leverage Ratio is less        0%       1%
                  than 3.0 to 1.0 but
                  greater than or equal to
                  2.5 to 1.0
                  Leverage Ratio is less        0%     7/8 of
                  than 2.5 to 1.0 but                    1%
                  greater than or equal to
                  2.0 to 1.0

                  Leverage Ratio is less        0%     3/4 of
                  than 2.0 to 1.0 but                    1%
                  greater than or equal to
                  1.5 to 1.0
                  Leverage Ratio is less        0%     5/8 of
                  than 1.5 to 1.0                        1%

          ; provided, however, that in the event that the financial
          statements required to be delivered pursuant to subsection
          7.1(a) through (d), as applicable, are not delivered when
          due, then during the period from the date upon which such
          financial statements were required to be delivered until two
          Business Days following the date upon which they actually
          are delivered, the Leverage Ratio shall be deemed for
          purposes of this definition to be greater than 4.5 to 1.0;

               `Capital Expenditures' for any period, shall mean all
          amounts that would, in accordance with GAAP, be set forth as
          `capital expenditures' on the consolidated statement of cash
          flows of the Company and its consolidated Subsidiaries for
          such period; provided that Capital Expenditures shall not
          include Capital Expenditures of Adespan in an aggregate
          amount from the Closing Date up to Italian Lire
          35,000,000,000 to the extent that such Capital Expenditures
          are financed with the proceeds of Indebtedness the lenders
          of which have no recourse to the Company and its
          Subsidiaries or any assets thereof, other than the property,
          plant and equipment of Adespan which is being financed with
          such Indebtedness;

               `Cash Flow Recapture Amount' shall mean with respect to
          each fiscal year of the Company, (a) if the Leverage Ratio
          as of the last day of such fiscal year shall be greater than
          2.0 to 1.0, 50% of Excess Cash Flow for such fiscal year,
          and (b) if the Leverage Ratio as of the last day of such
          fiscal year shall be equal to or less than 2.0 to 1.0, 25%
          of Excess Cash Flow for such fiscal year;

               `Consolidated Operating Cash Flow' for any fiscal
          period of the Company shall mean the Consolidated Net Income
          or Consolidated Net Loss, as the case may be, for such
          fiscal period, (a) after restoring thereto amounts deducted
          for (i) extraordinary losses, (ii) depreciation and
          amortization (including write-offs or write-downs of
          amortizable and depreciable items), (iii) Consolidated
          Interest Expense and (iv) taxes accrued with respect to such
          fiscal period and (b) after deducting therefrom (i)
          extraordinary gains (which extraordinary items of gain shall
          include, whether or not so includable in accordance with
          GAAP, any item of gain resulting from the sale, lease or
          other disposition of any principal property of the Company
          or any of its Subsidiaries or the stock of any Subsidiary of
          the Company) and (ii) the portion of net income of the
          Company and its Subsidiaries allocable to interests in
          unconsolidated Persons to the extent that cash dividends or
          distributions in respect of such portion of net income have
          not actually been received by the Company or any of its
          Subsidiaries; provided that, in calculating Consolidated
          Operating Cash Flow for all purposes, only amounts derived
          from continuing operations, and not from any assets which
          are held for disposition, of the Company and its
          Subsidiaries shall be included in the calculation of
          Consolidated Operating Cash Flow; and provided, further,
          that in calculating Consolidated Operating Cash Flow for
          purposes of calculating Excess Cash Flow, Toy Biz shall be
          deemed an unconsolidated Person for purposes of clause
          (b)(ii) of this definition;

               `Cross Default' of any Person shall mean (a) default in
          the payment of any amount when due (whether at maturity or
          by acceleration) on any of its Indebtedness (other than any
          such default in respect of the Loans or the Notes) or in the
          payment of any matured Contingent Obligation in respect of
          any Indebtedness of any other Person (except for any such
          payments on account of any such Indebtedness and Contingent
          Obligations in an aggregate principal amount at any one time
          outstanding of up to $5,000,000) or (b) default (other than
          any default arising solely out of the Company's, or any of
          its Subsidiaries', violation of any covenant in any way
          restricting the Company's, or any Subsidiary's, right or
          ability to sell, pledge or otherwise dispose of Unrestricted
          Margin Stock) in the observance or performance of any other
          agreement or condition relating to any such Indebtedness
          (except for any such Indebtedness and Contingent Obligations
          in an aggregate principal amount at any one time outstanding
          of up to $5,000,000) or contained in any instrument or
          agreement evidencing, securing or relating thereto, or any
          other event shall occur or condition exist, the effect of
          which default or other event or condition is to cause, or to
          permit the holder or holders of such Indebtedness (or a
          trustee or agent on behalf of such holder or holders) to
          cause, with the giving of notice if required, such
          Indebtedness (except for any such Indebtedness in an
          aggregate principal amount at any one time outstanding of up
          to $5,000,000) to become due or to be required to be
          redeemed or repurchased prior to its stated maturity;

               `Excess Cash Flow' for any fiscal year shall mean with
          respect to the Company and its Subsidiaries, Consolidated
          Operating Cash Flow for such fiscal year minus the sum of
          (a) Consolidated Interest Expense, (b) the principal amount
          of the Term Loans, the Local Loan, and the `Loans' (as
          defined in the Acquisition Facility) paid during such fiscal
          year, the amount of any payments scheduled to be made during
          such period of principal of any other Indebtedness permitted
          under subsection 8.2 made during such fiscal year and, to
          the extent such payment was accompanied by a reduction of
          the Revolving Credit Commitments in at least a like amount
          (or, in the case of the 1994 and 1995 fiscal years, any
          Revolver Reduction Amount as of December 31 of such year),
          the principal amount of the Revolving Credit Loans paid
          during such fiscal year, (c) taxes paid in cash or (without
          duplication) accrued with respect to such fiscal year, (d)
          amounts paid in cash during such period in respect of
          investments permitted by subsection 8.8(e) and Capital
          Expenditures permitted hereunder to the extent such
          investments and Capital Expenditures are not financed with
          the proceeds of Indebtedness (other than Indebtedness
          hereunder), (e) any net increase (or plus any net decrease)
          in the Working Capital of the Company and its Subsidiaries
          during such fiscal year and (f) extraordinary losses; 

               `Margin Stock' shall have the meaning assigned to such
          term in Regulation U (including, so long as the same
          constitute Margin Stock under Regulation U, common stock of
          Skybox);

               `Net Proceeds' shall mean, with respect to any Net
          Proceeds Event, (a) the gross cash consideration, and all
          cash proceeds (as and when received) of non-cash
          consideration (including, without limitation, any such cash
          proceeds in the nature of principal and interest payments on
          account of promissory notes or similar obligations),
          received by the Company and its Subsidiaries in connection
          with such Net Proceeds Event, minus (b) the sum, without
          duplication, of:

                    (i)  for all Net Proceeds Events contemplated by
               clause (b) or (c) of the definition of such term, any
               taxes which are paid or actually payable to any
               federal, state, local or foreign taxing authority by
               the Company and its Subsidiaries and are directly
               attributable to the receipt of such Net Proceeds;

                    (ii)  the amount of fees and commissions
               (including reasonable investment banking fees), legal,
               accounting, consulting, survey, title and recording tax
               expenses and other costs and expenses directly incident
               to such Net Proceeds Event which are paid or payable by
               the Company and its Subsidiaries, other than fees and
               commissions (including, without limitation, consulting
               and financial services fees) paid or payable to
               Affiliates and Subsidiaries of the Company (or officers
               or employees of the Company or any of its Affiliates or
               Subsidiaries); and

                    (iii)  for all Net Proceeds Events contemplated by
               clause (c) of the definition of such term, the amount
               of liabilities (other than intercompany liabilities or
               liabilities owing to any Affiliate or Subsidiary of the
               Company and other than any liabilities owing under
               subsection 3.2 of the Acquisition Facility), if any,
               which are required to be repaid by the Company or any
               of its Subsidiaries at the time or as a result of such
               Net Proceeds Event out of the proceeds thereof;

               `Net Proceeds Event' shall mean (a) the incurrence by
          the Company or any of its Subsidiaries of any Indebtedness
          (other than Indebtedness permitted pursuant to subsection
          8.2, except for the incurrence of Indebtedness permitted by
          subsection 8.2(h) which will constitute a Net Proceeds Event
          for purposes hereof), (b) the issuance of any equity
          securities by the Company or any of its Subsidiaries to any
          Person other than the Company or any of its Subsidiaries
          (other than equity securities issued pursuant to any
          employee stock option plan) and (c) any Asset Sale by the
          Company or any of its Subsidiaries (other than Asset Sales
          permitted pursuant to subsection 8.6 as in effect as of the
          Second Amendment Effective Date, except for Asset Sales
          pursuant to subsection 8.6(e) which will constitute Net
          Proceeds Events for purposes hereof);

               `New Loan' shall mean the `Loans' as such term is
          defined in the Acquisition Facility;

               `Regulation U' shall mean Regulation U of the Board of
          Governors of the Federal Reserve System;

               `Restricted Margin Stock' shall mean Margin Stock owned
          by the Company or any of its Subsidiaries which represents
          not more than 25% of the aggregate value (determined in
          accordance with Regulation U), on a consolidated basis, of
          the sum of (a) the property and assets of the Company and
          its Subsidiaries (other than any Margin Stock) plus (b) such
          Margin Stock;

               `Second Amendment Effective Date' shall mean the date
          on which the Second Amendment, dated as of April 24, 1995,
          to this Agreement becomes effective;

               `Shares' shall mean the issued and outstanding shares
          of common stock of SkyBox;

               `SkyBox' shall mean SkyBox International, Inc., a
          Delaware corporation;

               `SkyBox Merger' shall mean the merger of AcquisitionCo
          and SkyBox in accordance with the Agreement and Plan of
          Merger, dated as of March 8, 1995, among the Company, Fleer,
          AcquisitionCo and SkyBox;

               `Subsidiary' of any Person shall mean a corporation or
          other entity of which shares of stock or other ownership
          interests having ordinary voting power (other than stock or
          other ownership interests having such power only by reason
          of the happening of a contingency) to elect a majority of
          the directors of such corporation, or other Persons
          performing similar functions for such entity, are owned,
          directly or indirectly, by such Person; unless otherwise
          qualified, all references to a `Subsidiary' or to
          `Subsidiaries' in this Agreement shall refer to a Subsidiary
          or Subsidiaries of the Company and all references to a
          `wholly owned Subsidiary' in this Agreement shall refer to a
          Subsidiary or Subsidiaries of the Company of which the
          Company directly or indirectly owns all of the capital stock
          (other than directors' qualifying shares); provided that,
          except to the extent specifically provided for herein, Toy
          Biz shall not be a Subsidiary of the Company or Fleer for
          any purpose hereunder including, without limitation, for
          purposes of all definitions in this subsection 1.1;

               `Tender Offer' shall mean the tender offer by
          AcquisitionCo for all of the Shares at a price of $16 per
          share;

               `Tendered Shares' shall mean the Shares which have been
          purchased by AcquisitionCo pursuant to the Tender Offer;

               `Total Debt' at any time, shall mean the sum (without
          duplication) of (a) the aggregate principal amount of all
          outstanding Indebtedness of the Company and its Subsidiaries
          and (b) all outstanding Contingent Obligations of the
          Company and its Subsidiaries in respect of Indebtedness of
          Persons other than the Company or any of its Subsidiaries;
          provided that, in calculating Total Debt, Toy Biz and its
          Subsidiaries shall be deemed to be Subsidiaries of the
          Company, except that only the Equity Percentage of (i) the
          Indebtedness of Toy Biz and its Subsidiaries and (ii)
          Contingent Obligations of Toy Biz and its Subsidiaries shall
          be included in the calculation of Total Debt;

               `Unrestricted Margin Stock' shall mean any Margin Stock
          which is not Restricted Margin Stock;"

               3.  Amendment of Subsection 3.4.  Subsection 3.4 of the
     Credit Agreement is hereby amended by deleting the reference "and
     (c)" contained therein and substituting in lieu thereof the
     phrase ", (c) to provide financing for obligations relating to
     the purchase of the Tendered Shares and the SkyBox Merger (to the
     extent the Revolving Credit Loans have been prepaid with the
     proceeds of the Acquisition Facility) and (d)".

               4.  Amendment of Subsection 4.3.  Paragraphs (d)
     through (h) of subsection 4.3 of the Credit Agreement are hereby
     amended by deleting them in their entirety and substituting in
     lieu thereof the following:

               "(d)  Fleer shall promptly (and, in any event, within
          one Business Day following receipt thereof by the Company or
          any of its Subsidiaries) repay the New Loans and the Local
          Loan, and reduce the Revolving Credit Commitments, by the
          amount equal to the Net Proceeds received by the Company and
          its Subsidiaries from each Net Proceeds Event (other than
          the portion of the Net Proceeds from the sale or issuance of
          Adespan capital stock pursuant to subsection 8.6(e)), with
          such repayment of the New Loans and the Local Loan, and such
          reduction of the Revolving Credit Commitments, being made in
          accordance with the provisions of subsection 4.3(h).

               (e)  Fleer shall promptly (and in any event within one
          Business Day following receipt thereof by the Company or any
          of its Subsidiaries) apply the Net Proceeds from the sale or
          issuance of Adespan capital stock as follows:

                    (i)  to the extent that the amount of such Net
               Proceeds received by the Company and its Subsidiaries
               since the Closing Date is greater than or equal to
               Italian Lire 35,000,000,000 (or the equivalent amount
               thereof) (provided that such amount shall be reduced by
               an amount equal to the Indebtedness permitted pursuant
               to subsection 8.2(k) which is incurred by the Company
               and its Subsidiaries), apply such excess Net Proceeds
               to prepay the New Loans and the Local Loan in
               accordance with the provisions of subsection 4.3(h);
               and

                   (ii)  to the extent that the amount of such Net
               Proceeds received by the Company and its Subsidiaries
               since the Closing Date is less than Italian Lire
               35,000,000,000 (or the equivalent amount thereof)
               (provided that such amount shall be reduced by an
               amount equal to the Indebtedness permitted pursuant to
               subsection 8.2(k) which is incurred by the Company and
               its Subsidiaries) and such amount is not immediately
               being utilized to finance Capital Expenditures of
               Adespan which are not prohibited by the terms of this
               Agreement, apply such amount of Net Proceeds (A) until
               used to finance such Capital Expenditures of Adespan,
               to cash collateralize the Payment Obligations and the
               "Payment Obligations" under the Acquisition Facility
               upon the terms and subject to conditions reasonably
               satisfactory to the Administrative Agent , (B) until
               used to finance such Capital Expenditures of Adespan,
               to temporarily prepay the Revolving Credit Loans or
               (C) to prepay the New Loans, the Local Loan and the
               Revolving Credit Loans in accordance with the
               provisions of subsection 4.3(h); provided that, to the
               extent that amounts applied to repay Revolving Credit
               Loans or used to cash collateralize the Payment
               Obligations and the "Payment Obligations" under the
               Acquisition Facility pursuant to this subsection
               4.3(e)(ii) are not used to finance Capital Expenditures
               of Adespan within one year following the date of
               receipt, Fleer shall apply the amount equal to such
               unused amount to prepay the New Loans and the Local
               Loan in accordance with the provisions of subsection
               4.3(h).

               (f)  Fleer shall prepay the New Loans and the Local
          Loan, and reduce the Revolving Credit Commitments, within
          one Business Day following delivery of the certificate
          referenced in subsection 7.2(a) by the amount equal to the
          lesser of (i) the Cash Flow Recapture Amount for the fiscal
          year covered by such certificate and (ii) the amount equal
          to the sum of the aggregate outstanding principal amount of
          the New Loans and the Local Loan and amount of the Aggregate
          Revolving Credit Commitment, with such repayment of New
          Loans and the Local Loan, and reduction of the Revolving
          Credit Commitments, being made in accordance with the
          provisions of subsection 4.3(h); provided, however, if from
          the Second Amendment Effective Date Fleer shall have prepaid
          an aggregate of $100,000,000 in principal amount of the New
          Loans pursuant to this subsection 4.3(f), then Fleer shall
          have no obligation to prepay the New Loans and the Local
          Loan, nor to reduce the Revolving Credit Commitments,
          pursuant to this subsection 4.3(f).

               (g)  If, as a result of the making of any payment
          required to be made pursuant to this subsection 4.3, Fleer
          would incur costs pursuant to subsection 4.9, it may deposit
          the amount of such payment with the Administrative Agent,
          for the benefit of the Banks, in a cash collateral account,
          until the end of the applicable Interest Period at which
          time such payment shall be made.  Fleer hereby grants to the
          Administrative Agent, for the benefit of the Banks, a
          security interest in all amounts from time to time on
          deposit in such cash collateral account and expressly waives
          all rights (which rights Fleer hereby acknowledges and
          agrees are vested exclusively in the Administrative Agent)
          to exercise dominion or control over any such amounts.

               (h)  Prepayments made pursuant to this subsection 4.3
          (other than any prepayment required in connection with a
          reduction of the Aggregate Revolving Credit Commitment
          pursuant to subsection 4.3(a)) shall be applied:

               first, to the prepayment of the New Loans and (if Fleer
          so elects) the Local Loan, with such prepayment being
          applied to the then remaining installments of principal
          thereof in the inverse order of their scheduled maturities;
          provided, however, that if Fleer elects to apply a portion
          of such prepayment to the Local Loan, the portion so applied
          shall not exceed the amount equal to the percentage of the
          aggregate amount of such prepayment which the Local Loan
          then constitutes of the sum of the New Loans and the Local
          Loan;

               second, to the prepayment of the Local Loans, with such
          prepayment being applied to the then remaining installments
          of principal thereof in inverse order of their scheduled
          maturities; and

               third, to reduce permanently the Revolving Credit
          Commitments.

          Unless Fleer otherwise elects, the application of
          prepayments referred to in the preceding sentence shall be
          made first to Alternate Base Rate Loans and second to
          Eurodollar Loans.

               (i)  Fleer shall prepay the Term Loans in full with
          proceeds of the New Loans on the date Fleer receives such
          proceeds."

               5.   Amendment of Subsection 5.8.  Subsection 5.8 of
     the Credit Agreement is hereby amended by deleting the last
     sentence contained herein as substituting in lieu thereof the
     following sentence:

          "The obligations of the Company and each of its Subsidiaries
          and each Commonly Controlled Entity for post retirement
          benefits to be provided to their current and former
          employees under Plans which are welfare benefits plans (as
          defined in Section 3(l) of ERISA) are not reasonably likely
          to have a Material Adverse Effect, when aggregated with
          their obligations with respect to the Unfunded Pension
          Amount and the Potential Withdrawal Liability."

               6.  Amendment of Subsection 8.1(a) and (b).  Subsection
     8.1(a) and (b) of the Credit Agreement is hereby amended by
     deleting each such paragraph in its entirety and substituting in
     lieu thereof the following:

               "(a)  Leverage.  Permit the Leverage Ratio as of the
          last day of any fiscal quarter to occur during a period set
          forth below to exceed the ratio set forth below opposite
          such period:

                    Period                      Ratio

               04/01/95 - 12/31/95           5.00 to 1.00
               01/01/96 - 06/30/96           4.50 to 1.00
               07/01/96 - 12/31/96           4.00 to 1.00
               01/01/97 - thereafter         3.50 to 1.00

               (b)  Interest Coverage.  Permit the Interest Coverage
          Ratio as of the last day of any fiscal quarter to occur
          during a period set forth below to be less than the ratio
          set forth below opposite such period:

                    Period                      Ratio

               04/01/95 - 12/31/95           2.50 to 1.00
               01/01/96 - 06/30/96           2.75 to 1.00
               07/01/96 - 12/31/96           3.00 to 1.00
               01/01/97 - 12/31/97           3.50 to 1.00
               01/01/98 - thereafter         4.00 to 1.00"

               7.  Amendment of Subsection 8.2.  Subsection 8.2 of the
     Credit Agreement is hereby amended by (a) deleting the reference
     "and (ii)" contained in the third line of paragraph (e) thereof
     and substituting in lieu thereof the reference ", (ii)", (b)
     adding the phrase "and (iii) obligations in connection with its
     licensing agreements" immediately following the word "Trademarks"
     contained in the fifth line of paragraph (e) thereof, (c)
     deleting the amount "$2,000,000" contained in the last line of
     paragraph (e) thereof and substituting in lieu thereof the amount
     "$5,000,000", (d) deleting the phrase "(other than the Senior
     Unsecured Notes)" contained in paragraph (h) thereof, (e)
     deleting the phrase "the Senior Unsecured Notes and" contained in
     paragraph (i) thereof, (f) deleting the amount "Italian Lire
     24,000,000,000" contained in clause (i) of paragraph (k) thereof
     and substituting in lieu thereof the amount "Italian Lire
     35,000,000,000", (g) adding the phrase "and provided, further,
     that such Indebtedness shall not be included in the calculation
     of compliance with subsection 8.1" at the end of the proviso
     contained in paragraph (k) thereof, (h) deleting the word "and"
     at the end of paragraphs (k) and (l) thereof, (i) deleting the
     period at the end of paragraph (m) thereof and substituting in
     lieu thereof the phrase "; and" and (j) adding the following new
     paragraph to the end thereof:

               "(n)  Indebtedness not to exceed $350,000,000 under the
          Acquisition Facility of which (i) $200,000,000 shall be
          available upon the Second Amendment Effective Date for
          general corporate purposes of the Company and its
          Subsidiaries and (ii) the remaining $150,000,000 shall be
          available on the date of acceptance of the Tendered Shares
          pursuant to the Tender Offer; provided that in the case of
          this clause (ii) (A) not less than a majority of the issued
          and outstanding Shares (on a fully diluted basis) shall have
          been validly tendered pursuant to the Tender Offer and
          accepted for payment by AcquisitionCo and (B) the price to
          be paid for Shares tendered pursuant to the Tender Offer
          shall not be more than $16 per Share." 

               8.  Amendment of Subsection 8.3.  Subsection 8.3 of the
     Credit Agreement is hereby amended by (a) deleting the word "and"
     at the end of paragraph (q) thereof, (b) deleting the period at
     the end of paragraph (r) thereof and substituting in lieu thereof
     the phrase "; and" and (c) adding the following new paragraph to
     the end thereof:

               "(s)  Liens on Unrestricted Margin Stock.

               9.  Amendment of Subsection 8.4.  Subsection 8.4 of the
     Credit Agreement is hereby amended by (a) deleting the word "and"
     at the end of paragraph (h) thereof, (b) deleting the period at
     the end of paragraph (g) thereof and substituting in lieu thereof
     a semicolon and (c) adding the following new paragraphs at the
     end thereof:

               "(h)  the guarantee of the Company contained in the
          Acquisition Facility; and 

               (i)  the AcquisitionCo Guarantee (as defined in the
          Acquisition Facility) and any other guarantees provided by
          Subsidiaries of the Company pursuant to subsection 6.3 of
          the Acquisition Facility."

               10.  Amendment of Subsection 8.5.  Subsection 8.5 of
     the Credit Agreement is hereby amended by (a) deleting the word
     "and" at the end of paragraph (c) thereof, (b) deleting the
     period at the end of paragraph (d) thereof and substituting in
     lieu thereof a semicolon and (c) adding the following new
     paragraphs at the end thereof:

               "(e)  the SkyBox Merger may be consummated;

               (f)  the Company and its Subsidiaries may sell or
          otherwise dispose of Unrestricted Margin Stock; and

               (g)  the Company and its Subsidiaries may sell,
          transfer or otherwise dispose of the confections business of
          the Company."

               11.  Amendment of Subsection 8.6.  Subsection 8.6 of
     the Credit Agreement is hereby amended by (a) deleting the word
     "and" at the end of paragraph (e) thereof, (b) deleting the
     period at the end of paragraph (f) thereof and substituting in
     lieu thereof a semicolon and (c) adding the following new
     paragraphs to the end thereof:

               "(g)  the sale and other disposition of Unrestricted
          Margin Stock; and

               (h)  the sale, transfer or other disposition to any
          Person of all or any part of the confections business of the
          Company."

               12.  Amendment of Subsection 8.8.  Subsection 8.8 of
     the Credit Agreement is hereby amended by (a) deleting the period
     at the end of paragraph (e) thereof and inserting in lieu thereof
     the reference "; and" and (b) adding the following new paragraph
     at the end thereof:

               "(f)  AcquisitionCo may purchase the Tendered Shares
          and the SkyBox Merger may be consummated."

               13.  Amendment of Subsection 8.13.  Subsection 8.13 of
     the Credit Agreement is hereby amended by deleting the amount
     "Italian Lire 24,000,000,000" contained therein and substituting
     in lieu thereof the amount "Italian Lire 35,000,000,000".

               14.   Amendment of Subsection 9.3.  Subsection 9.3 of
     the Credit Agreement is hereby amended by deleting it in its
     entirety and substituting in lieu thereof the following new
     subsection:

               "9.3  No Subrogation.  Notwithstanding any payment or
          payments made by the Company hereunder, or any set-off or
          application of funds of the Company by the Administrative
          Agent or any Bank, the Company shall not be entitled to be
          subrogated to any of the rights of the Administrative Agent
          or any Bank against Fleer or against any collateral security
          or guarantee or right of offset held by the Administrative
          Agent or any Bank for the payment of the Fleer Obligations,
          nor shall the Company seek or be entitled to seek any
          contribution or reimbursement from Fleer in respect of
          payments made by the Company hereunder, until the Payment
          Obligations owing to the Administrative Agent and the Banks
          by Fleer have been Fully Satisfied.  If any amount shall be
          paid to the Company on account of such subrogation rights at
          any time when all of the Payment Obligations shall not have
          been Fully Satisfied, such amount shall be held by the
          Company in trust for the Administrative Agent and the Banks,
          segregated from other funds of the Company, and shall,
          forthwith upon receipt by the Company, be turned over to the
          Administrative Agent in the exact form received by the
          Company (duly indorsed by the Company to the Administrative
          Agent, if required), to be applied against the Fleer
          Obligations, whether matured or unmatured, in such order as
          the Administrative Agent may determine."

               15.  Agreement Relating to Local Loan.  Each of the
     Company, the Local Lender, Panini S.p.A. (successor by merger to
     Marvel Comics Italia, S.r.l.) and the Majority Participants (as
     defined in the Participation Agreement, dated as of August 30,
     1994 (the "Participation Agreement"), among Istituto Bancario San
     Paolo di Torino, S.p.A., New York Limited Branch, the financial
     institutions party thereto and Chemical Bank, as Administrative
     Agent) hereby agree that, for the purpose of clarification, the
     reference in subsection 3.2(b) of the Term Loan and Guarantee
     Agreement, dated as of August 30, 1994, among Panini S.p.A.
     (successor by merger to Marvel Comics Italia, S.r.l.), the
     Company and Istituto Bancario San Paolo di Torino, S.p.A. to
     "subsection 4.3 of the US Credit Agreement and the provisions of
     Section 4.3" refer, in each case, to subsection 4.3 of the Credit
     Agreement as the same may be modified from time to time,
     including, without limitation, by this Amendment.
      
               16.  Representations and Warranties.  Each of the
     Company and Fleer hereby confirms, reaffirms and restates the
     representations and warranties made by it in Section 5 of the
     Credit Agreement, provided that each reference to the Credit
     Agreement therein shall be deemed to be a reference to the Credit
     Agreement after giving effect to this Amendment.  The Company
     represents and warrants that no Default or Event of Default has
     occurred and is continuing.

               17.  Continuing Effect of Credit Agreement.  This
     Amendment shall not constitute a waiver, amendment or
     modification of any other provision of the Credit Agreement not
     expressly referred to herein and shall not be construed as a
     waiver or consent to any further or future action on the part of
     the Company or Fleer that would require a waiver or consent of
     the Banks or the Administrative Agent.  Except as expressly
     amended or modified herein, the provisions of the Credit
     Agreement are and shall remain in full force and effect.

               18.  Counterparts.  This Amendment may be executed by
     one or more of the parties hereto on any number of separate
     counterparts and all such counterparts shall be deemed to be one
     and the same instrument.  Each party hereto confirms that any
     facsimile copy of such party's executed counterpart of this
     Amendment (or its signature page thereof) shall be deemed to be
     an executed original thereof.

               19.  Effectiveness.  This Amendment shall be effective
     upon receipt by the Administrative Agent of:

          (a)  counterparts hereof, duly executed and delivered by the
               Company, Fleer, the Required Banks and the Majority
               Participants; 

          (b)  audited consolidated financial statements of (i) the
               Company for the fiscal year ended December 31, 1994 and
               (ii) SkyBox for the fiscal years ended December 31,
               1993 and 1994;

          (c)  preliminary unaudited consolidated pro forma balance
               sheet of the Company and its Subsidiaries as at March
               31, 1995 after giving effect to the Acquisition as at
               such date; and

          (d)  an amendment fee, for the account of each Bank which
               executed and delivered this Amendment prior to April
               26, 1995, in the amount equal to 1/8 of 1% of the sum
               of its Aggregate Commitment and Participating Interest
               (as defined in the Participation Agreement).

               20.  Consent of the Company.  The Company, as guarantor
     under the Credit Agreement, hereby (a) consents to the
     transactions contemplated hereby and (b) acknowledges and agrees
     that the guarantees contained in Section 9 of the Credit
     Agreement (and all collateral security therefor) are, and shall
     remain, in full force and effect after giving effect to this
     Amendment.

               21.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED
     BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
     THE STATE OF NEW YORK.

               IN WITNESS WHEREOF, the parties hereto have caused this
     Amendment to be duly executed and delivered by their proper and
     duly authorized officers as of the day and year first above
     written.

                                   MARVEL ENTERTAINMENT GROUP, INC. 

                                   By:                                 
                                                   
                                       Title:  

                                   FLEER CORP.

                                   By:                                 
                                                   
                                       Title:  
                                              

                                   CHEMICAL BANK, as Administrative
                                   Agent and as a Bank

                                   By:                                 
                                                   
                                      Title:  

                                   THE BANK OF NEW YORK
                                     

                                   By:                                 
                                                   
                                      Title:  

                                   THE CHASE MANHATTAN BANK
                                     (NATIONAL ASSOCIATION)
                                     

                                   By:                                 
                                                   
                                      Title:  


                                                                    16

                                   CIBC, INC.
                                    

                                   By:                                 
                                                   
                                      Title:  

                                   CORESTATES BANK

                                   By:                                 
                                                   
                                      Title:  

                                   CREDIT LYONNAIS NEW YORK BRANCH
                                     

                                   By:                                 
                                                   
                                      Title:  

                                   CREDIT LYONNAIS CAYMAN
                                     ISLAND BRANCH

                                   By:                                 
                                                   
                                      Title:

                                   THE LONG-TERM CREDIT BANK OF
                                     JAPAN, LTD., LOS ANGELES AGENCY

                                   By:                                 
                                                   
                                      Title:

                                   NATIONSBANK, N.A. (CAROLINAS)
                                     

                                   By:                                 
                                                   
                                      Title:  

                                   THE TORONTO-DOMINION BANK
                                     

                                   By:                                 
                                                   
                                      Title:  


                                                                    17

                                   BANK OF HAWAII
                                     

                                   By:                                 
                                                   
                                      Title:  

                                   THE FIRST NATIONAL BANK OF BOSTON

                                   By:                                 
                                                   
                                      Title:  

                                   CITIBANK, N.A.

                                   By:                                 
                                                   
                                      Title:   

                                   BANK OF AMERICA ILLINOIS

                                   By:                                 
                                                   
                                      Title:   

                                   IBJ SCHRODER BANK & TRUST
                                     COMPANY

                                   By:                                 
                                                   
                                      Title:

                                   ISTITUTO BANCARIO SAN PAOLO DI
                                     TORINO, S.p.A., NEW YORK
                                     LIMITED BRANCH

                                   By:                                 
                                                   
                                      Title:

                                   THE NIPPON CREDIT BANK, LTD.

                                   By:                                 
                                                   
                                      Title:  

                                   RESTRUCTURED OBLIGATIONS BACKED
                                     BY SENIOR ASSETS B.V.

                                   By:  ABN Trust Company (Nederland)
                                   B.V., its               Managing
                                   Director

                                   By:                                 
                                                   
                                      Title:  

                                   By:                                 
                                                   
                                      Title:

                                   THE SUMITOMO BANK, LIMITED, NEW
                                     YORK BRANCH

                                   By:                                 
                                                   
                                      Title:

                                   UNION BANK

                                   By:                                 
                                                   
                                      Title:

                                   THE FUJI BANK, LTD. - NEW YORK
                                     BRANCH

                                   By:                                 
                                                   
                                      Title:  

                                   FIRST HAWAIIAN BANK

                                   By:                                 
                                                   
                                      Title:  

                                   FLEET BANK

                                   By:                                 
                                                   
                                      Title: