March 6, 1997 Toy Biz, Inc. 333 East 38th Street New York, New York 10016 Attention: General Counsel Dear Sirs: This letter is to inform you that Andrews Group Incorporated ("Andrews") has terminated the Stock Purchase Agreement, dated as of December...

Exhibit B

                             [Xxxxxxx Letterhead]

                                        March 6, 1997

          Toy Biz, Inc.
          000 Xxxx 00xx Xxxxxx
          Xxx Xxxx, Xxx Xxxx  00000
          Attention:  General Counsel

          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 and Xxxxxxx Acquisition Corp.
          ("Acquisition") to consummate the merger (the "Merger")
          pursuant to the Agreement and Plan of Merger by and among
          Xxxxxxx, Acquisition and Toy Biz, Inc., dated as of
          December 27, 1996, will not be satisfied.  Please be
          advised that Xxxxxxx does not intend to waive such
          conditions and anticipates that the Merger will not be
          consummated.

                                   Very truly yours,

                                   XXXXXXX GROUP INCORPORATED

                                   By: /s/ Xxxxx X. Xxxxxxxx      

          cc:  Xxxxx Xxxxxxxxx, Esq.
               Xxxxxxx, Swaine & Xxxxx
               Worldwide Plaza
               New York, New York  10019