Exhibit D
[Xxxxxxx Letterhead]
March 6, 1997
Xx. Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxxxxx, X.X.
XXX Inc.
P.O. Box 1028
Lake Worth, FL 33460-1028
Dear Sirs:
This letter is to inform you that Xxxxxxx Group
Incorporated ("Xxxxxxx") has terminated the Stock
Purchase Agreement, dated as of December 27, 1996, by and
between Xxxxxxx and Marvel Entertainment Group, Inc.,
pursuant to its terms. Accordingly, conditions to the
obligations of Xxxxxxx pursuant to the Stock Purchase
Agreement (the "Xxxxxxxxxx Agreement") by and between
Xxxxxxx, Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, X.X. and ZIB
Inc., dated as of November 20, 1996, as amended, will not
be satisfied. Please be advised that Xxxxxxx does not
intend to waive such conditions and anticipates that the
transactions contemplated by the Xxxxxxxxxx Agreement
will not be consummated.
Very truly yours,
XXXXXXX GROUP INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxx
cc: Battle Xxxxxx LLP
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
