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

                             [Xxxxxxx Letterhead]

                                        March 6, 1997

          Marvel Entertainment Group, Inc.
          000 Xxxx Xxxxxx Xxxxx
          Xxx Xxxx, Xxx Xxxx 00000
          Attention:  Xxxx X. Xxxxxxx, 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 Xxxxxxx Group
          Incorporated ("Xxxxxxx") and Marvel Entertainment Group,
          Inc., Xxxxxxx hereby terminates the Agreement.

                                        Very truly yours,

                                   XXXXXXX GROUP INCORPORATED

                                   By: /s/ Xxxxx X. Xxxxxxxx 



          cc:  Weil, Gotshal & Xxxxxx LLP
               000 Xxxxx Xxxxxx
               Xxx Xxxx, Xxx Xxxx  00000
               Attention:  Xxxxx Xxxx, Esq.