March 6, 1997 Marvel Entertainment Group, Inc. 387 Park Avenue South New York, New York 10016 Attention: Paul E. Shapiro, Esq., General Counsel Dear Sirs: Pursuant to Section 7.1(b)(i) of the Stock Purchase Agreement (the "Agreement"), dated as of...

     Exhibit B

                             [▇▇▇▇▇▇▇ Letterhead]

                                        March 6, 1997

          Marvel Entertainment Group, Inc.
          ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
          ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
          Attention:  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., General Counsel

          Dear Sirs:

                    Pursuant to Section 7.1(b)(i) of the Stock
          Purchase Agreement (the "Agreement"), dated as of
          December 27, 1996, by and between ▇▇▇▇▇▇▇ Group
          Incorporated ("▇▇▇▇▇▇▇") and Marvel Entertainment Group,
          Inc., ▇▇▇▇▇▇▇ hereby terminates the Agreement.

                                        Very truly yours,

                                   ▇▇▇▇▇▇▇ GROUP INCORPORATED

                                   By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 



          cc:  Weil, Gotshal & ▇▇▇▇▇▇ LLP
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               ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇  ▇▇▇▇▇
               Attention:  ▇▇▇▇▇ ▇▇▇▇, Esq.