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Warrant Agreement [Class B] - Marvel Enterprises Inc. and American Stock Transfer & Trust Co.

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                                                       CLASS B WARRANT AGREEMENT

                               WARRANT AGREEMENT
                               -----------------

          WARRANT  AGREEMENT,  dated as of October  1, 1998  (this  "Agreement")
between Marvel Enterprises,  Inc., a Delaware  corporation (the "Company"),  and
American Stock Transfer & Trust Company, as warrant agent (the "Warrant Agent").

          WHEREAS,  as consideration  paid by the Company in connection with the
settlement  and  resolution  of all  disputes  between  stockholders  of  Marvel
Entertainment  Group, Inc., a Delaware corporation  ("Marvel"),  and the Debtors
(as  herein  defined),  in  connection  with a  Fourth  Amended  Joint  Plan  of
Reorganization  under  Chapter 11,  Title 11,  United  States Code (the "Plan of
Reorganization"),  for Marvel,  the Asher Candy Company,  Fleer Corp.,  Frank H.
Fleer Corp., Heroes World Distribution, Inc., Malibu Comics Entertainment, Inc.,
Marvel Characters,  Inc., Marvel Direct Marketing Inc., and SkyBox International
Inc. (collectively,  the "Debtors"), jointly proposed by the Company and certain
holders of senior secured  indebtedness of Marvel, the Company proposes to issue
and deliver warrant certificates (the "Warrant Certificates"), at such time, and
from  time to time as  provided  in the  Plan of  Reorganization  (the  "Warrant
Distribution  Date") to each holder of an Allowed  Unsecured  Claim, the LaSalle
Claim, an Allowed Equity Interest or Allowed Class  Securities  Litigation Claim
(as  defined in the Plan of  Reorganization)  evidencing  Class B Warrants  (the
"Warrants") to acquire, under certain  circumstances,  an aggregate of 3,000,000
shares of the 8% cumulative convertible  exchangeable preferred stock, $0.01 par
value per share, of the Company (the "Preferred Stock"), such number of Warrants
and shares of Preferred  Stock being  subject to adjustment as set forth herein;
and

          WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance of the Warrant Certificates and other matters provided herein.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements  herein set forth,  and for the  purpose of defining  the  respective
rights and  obligations  of the Company,  the Warrant  Agent and the Holders (as
defined herein), the parties hereto agree as follows:

          SECTION  1.  Certain  Definitions.  As  used in  this  Agreement,  the
following terms shall have the following respective meanings:

          "Affiliate" means, (i) with respect to any specified Person, any other
     Person that, directly or indirectly, controls, is controlled by or is under
     direct or  indirect  common  control  with such  specified  Person,  or any
     executive officer or director of any such

731156.6
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     specified  Person  or other  Person  or (ii) with  respect  to any  natural
     Person,  any  Person  having a  relationship  with  such  person  by blood,
     marriage or adoption not more remote than first cousin. For the purposes of
     this definition, "control," when used with respect to any specified Person,
     means the  possession,  direct  or  indirect,  of the  power to direct  the
     management  and policies of such Person,  directly or  indirectly,  whether
     through the  ownership  of voting  securities,  by  contract or  otherwise;
     provided,  however,  that beneficial ownership of 10% or more of the voting
     securities   of  a  Person  will  be  deemed  to  be  control.   The  terms
     "controlling" and "controlled" have meanings correlative to the foregoing.

          "Board of Directors"  means the Company's Board of Directors or a duly
     appointed committee of the Company's Board of Directors.

          "Business  Day" means each Monday,  Tuesday,  Wednesday,  Thursday and
     Friday which is not a day on which banking  institutions in The City of New
     York,  or the city in which the  principal  corporate  trust  office of the
     Warrant Agent is located,  are  authorized or obligated by law or executive
     order to be closed.

          "Closing  Price" means (a) if the Preferred Stock shall be then listed
     or admitted to trading on the New York Stock Exchange, the closing price on
     the  NYSE-Consolidated  Tape (or any  successor  composite  tape  reporting
     transactions  on the New York Stock  Exchange) or, if such a composite tape
     shall  not be in use or shall  not  report  transactions  in the  Preferred
     Stock,  or if the Preferred Stock shall be listed on a stock exchange other
     than the New York Stock Exchange, the last reported sales price regular way
     or, in case no such  reported  sale takes place on such day, the average of
     the closing bid and asked prices  regular way for such day, in each case on
     the principal national securities exchange on which the shares of Preferred
     Stock are  listed or  admitted  to  trading  (which  shall be the  national
     securities exchange on which the greatest number of shares of the Preferred
     Stock  have  been  traded  on such day or,  if the  Closing  Price is being
     determined for the purpose of determining  the "Fair Market Value",  during
     the 20  consecutive  trading days referred to in the definition of the term
     "Fair Market Value"); or

          (b) if the Preferred  Stock is not listed or admitted to trading,  the
     average of the  closing  sale  prices as  reported  by the NASDAQ  National
     Market  System or, if the  Preferred  Stock is not included on such system,
     the average of the closing bid and asked prices of the  Preferred  Stock in
     the  over-the-counter  market as reported by any system  maintained  by the
     NASD or any  comparable  system or, if the Preferred  Stock is not included
     for quotation in any such system,  the average of the closing bid and asked
     prices as furnished by two members of the NASD selected  reasonably  and in
     good faith from time to time by the Board of Directors for that purpose; or

          (c) if the Preferred Stock is not listed or admitted to trading and in
     the absence of one or more such quotations,  the Fair Market Value shall be
     as reasonably determined

731156.6
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     in good  faith by the  Board of  Directors  (which  determination  shall be
     reasonably  described in a written notice delivered to the  Warrantholders)
     or,  if  an  objection  is  made  to  such  determination  by a  Qualifying
     Warrantholder (as defined below) in accordance with the following sentence,
     as determined by an Independent  Appraiser in accordance with the following
     sentence.  In the event that any Qualifying  Warrantholder  shall object to
     the  determination  of the Board of  Directors  of the Fair Market Value by
     delivering  written  notice to the Company  within ten (10)  Business  Days
     following   the   receipt  by  such   Qualifying   Warrantholder   of  such
     determination  of the  Board of  Directors,  the Fair  Market  Value  shall
     instead  be  determined  in good  faith by an  Independent  Appraiser.  The
     determination  of the Board of  Directors of the Fair Market Value shall be
     binding and conclusive if no objection is made to such  determination  by a
     Qualifying  Warrantholder  in accordance  with the terms set forth above in
     this  paragraph.  The  fees  and  expenses  of  any  Independent  Appraiser
     determining  the Fair  Market  Value  shall be borne by the Company and the
     determination by such Independent  Appraiser of the Fair Market Value shall
     be binding and conclusive.

          "Common Stock" means the common stock,  $0.01 par value per share,  of
     the Company.

          "Company" means Marvel Enterprises,  Inc., a Delaware corporation, and
     its successors and assigns.

          "Consummation  Date"  has  the  meaning  set  forth  in  the  Plan  of
     Reorganization.

          "Current  Market Price" means the Closing Price of the Common Stock as
     of the day immediately  preceding the day on which the Current Market Price
     is  determined,  or,  in the case of a firm  commitment  underwriting,  the
     Closing  Price on the date on which  the  price  at which  the  Company  is
     contractually bound to sell its Common Stock in an underwritten offering is
     fixed.

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
     and the rules and  regulations of the  Securities  and Exchange  Commission
     thereunder.

          "Exercise Price" means the purchase price per share of Common Stock to
     be paid upon the  exercise  of each  Warrant in  accordance  with the terms
     hereof,  which price shall be determined as described  below,  in each case
     subject to adjustment from time to time pursuant to Section 11 hereof. With
     respect  to  each  series  of  Warrants  issued  on  a  particular  Warrant
     Distribution  Date,  the  Exercise  Price  shall be an amount  per share of
     Preferred Stock as follows:


731156.6
                                        3

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<TABLE>
<CAPTION>
If the Warrant Distribution Date is        But Before:                              Then the
a date on or after:                                                                 Exercise
                                                                                      Price
                                                                                    shall be:

<S>                                        <C>                                         <C>  
[The Consummation Date]                    [The date 30 days after the                 $10.65
                                           Consummation Date]

[The date 30 days after the                [The date 60 days after the                 $10.76
Consummation Date]                         Consummation Date]

[The date 60 days after the                [The date 90 days after the                 $10.86
Consummation Date]                         Consummation Date]

[The date 90 days after the                [The date 120 days after the                $10.97
Consummation Date]                         Consummation Date]

[The date 120 days after the               [The date 150 days after the                $11.08
Consummation Date]                         Consummation Date]

[The date 150 days after the               [The date 180 days after the                $11.19
Consummation Date]                         Consummation Date]

[The date 180 days after the               [The date 210 days after the                $11.31
Consummation Date]                         Consummation Date]

[The date 210 days after the               [The date 240 days after the                $11.42
Consummation Date]                         Consummation Date]

[The date 240 days after the               [The date 270 days after the                $11.53
Consummation Date]                         Consummation Date]

[The date 270 days after the               [The date 300 days after the                $11.65
Consummation Date]                         Consummation Date]

[The date 300 days after the               [The date 330 days after the                $11.76
Consummation Date]                         Consummation Date]

[The date 330 days after the               [The date 360 days after the                $11.88
Consummation Date]                         Consummation Date]
</TABLE>

          "Expiration Date" means the first business day occurring more than six
     months after the applicable Warrant Distribution Date.

          "Fair  Market  Value"  means,  with  respect to any share of Preferred
     Stock,  as of the date of  determination  the average of the daily  Closing
     Price for each of the 20  consecutive  trading days  preceding  the date of
     such computation.

731156.6
                                        4

<PAGE>



          "Holder" or "Warrantholder" means the registered holder of a Warrant.

          "Independent  Appraiser"  means any nationally  recognized  investment
     banking firm or accounting firm (other than any investment  banking firm or
     accounting firm having a significant ongoing  relationship with the Company
     or the  Qualifying  Warrantholder  at the time of the  appraisal)  selected
     jointly  in good  faith  by the  Board  of  Directors  and  the  Qualifying
     Warrantholder, whose fees and expenses shall be paid by the Company.

          "Person" means any individual, corporation, limited liability company,
     partnership,  joint  venture,  association,   joint-stock  company,  trust,
     unincorporated   organization,   government  or  any  agency  or  political
     subdivision thereof, or other entity.

          "Plan of  Reorganization"  has the meaning  set forth in the  preamble
     hereof.

          "Preferred Stock" has the meaning set forth in the preamble hereof.

          "Qualifying  Warrantholder"  means  any  Warrantholder  (or  group  of
     Warrantholders)  that, at the time of any objection to the determination of
     the  Board  of  Directors  of the  Fair  Market  Value,  beneficially  owns
     collectively,  together with its Affiliates,  at least ten percent (10%) of
     the Warrants on a fully diluted basis.

          "Register" has the meaning set forth in Section 5(c) hereof.

          "Securities Act" means the Securities Act of 1933, as amended,  or any
     similar  Federal  statute,  and the rules and regulations of the Securities
     and Exchange Commission thereunder.

          "Transfer Agent" has the meaning set forth in Section 10 hereof.

          "Warrant  Agent" means  American Stock Transfer & Trust Company or the
     successor or successors of such Warrant Agent  appointed in accordance with
     the terms hereof.

          "Warrant  Certificates"  has the  meaning  set  forth in the  preamble
     hereof.

          "Warrant  Distribution Date" has the meaning set forth in the preamble
     hereof.

          "Warrants" has the meaning set forth in the preamble hereof.

          "Warrants  Shares"  means the  shares  of  Preferred  Stock  issued or
     issuable  upon the exercise of the  Warrants  pursuant to the terms of this
     Agreement.


731156.6
                                        5

<PAGE>



          SECTION 2.  Appointment of Warrant Agent.  The Company hereby appoints
the Warrant Agent to act as agent for the Company in  accordance  with the terms
and conditions set forth in this Agreement, and the Warrant Agent hereby accepts
such appointment.

          SECTION 3. Warrant  Certificates.  (a) The Warrant  Certificates to be
delivered  pursuant to this Agreement shall be in registered form only, shall be
substantially  in the form set forth in Exhibit A attached hereto and shall have
such  insertions as are  appropriate  or required or permitted by this Agreement
and  may  have  such   letters,   numbers,   designations   or  other  marks  of
identification and such legends,  summaries and endorsements  stamped,  printed,
lithographed or engraved  thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation  pursuant thereto or with any
rule or  regulation  of any  securities  exchange on which the Warrants may from
time to time  be  listed.  Warrant  Certificates  shall  be  dated  the  date of
countersignature by the Warrant Agent.

          (b) The Warrant  Certificates  shall be issued at such time,  and from
time  to  time,  as  provided  in  the  Plan  of  Reorganization.  Each  Warrant
Certificate issued as of a particular Warrant Distribution Date and the Warrants
represented  thereby shall be designated  as a separate  series (i.e.,  Class B,
Series 1; Class B, Series 2; etc.).

          (c)  Pending  the  preparation  of  definitive  Warrant  Certificates,
temporary   Warrant   Certificates   may  be  issued,   which  may  be  printed,
lithographed, typewritten, mimeographed or otherwise produced, and which will be
substantially  of the tenor of the definitive  Warrant  Certificates  in lieu of
which they are issued.

          (d) If temporary  Warrant  Certificates  are issued,  the Company will
cause definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates,  the temporary Warrant
Certificates  shall be exchangeable  for definitive  Warrant  Certificates  upon
surrender of the temporary  Warrant  Certificates to the Warrant Agent,  without
charge to the Holder. Temporary Warrant Certificates so surrendered for exchange
shall be canceled by the Warrant Agent and disposed of by the Warrant Agent in a
manner  satisfactory to the Company.  Until so exchanged,  the temporary Warrant
Certificates  shall in all respects be entitled to the same benefits  under this
Agreement as definitive Warrant Certificates.

          SECTION 4. Execution of Warrant Certificates. (a) Warrant Certificates
shall be signed on behalf of the Company by its Chairman of the Board, its Chief
Executive  Officer,  its  President or a Vice  President  of the  Company.  Such
signature  upon  the  Warrant  Certificates  may be  manual  or in the form of a
facsimile  signature of the present or any future  Chairman of the Board,  Chief
Executive  Officer,  President  or Vice  President  of the  Company,  and may be
imprinted  or  otherwise  reproduced  on the Warrant  Certificates  and for that
purpose the Company may adopt and use the facsimile  signature of any person who
shall have been Chairman of the Board,  Chief  Executive  Officer,  President or
Vice President of the Company, notwithstanding the

731156.6
                                        6

<PAGE>



fact  that at the time the  Warrant  Certificates  shall  be  countersigned  and
delivered or disposed of he or she shall have ceased to hold such office.

          (b) In case any  officer of the  Company  who shall have signed any of
the  Warrant  Certificates  shall  cease to be such  officer  before the Warrant
Certificates  so signed shall have been  countersigned  by the Warrant Agent, or
delivered to the Holder thereof, such Warrant Certificates nevertheless shall be
countersigned and delivered with the same force and effect as though such person
had not ceased to be such officer of the Company,  unless the Warrant  Agent has
received  written  instructions  from the Company not to countersign and deliver
such  Certificates;  and any Warrant  Certificate may be signed on behalf of the
Company by any person who, at the actual date of the  execution  of such Warrant
Certificate,  shall be a proper  officer  of the  Company  to sign such  Warrant
Certificate, although at the date of the execution of this Warrant Agreement any
such person was not such officer.

          SECTION 5. Registration and Countersignature.  (a) The Company and the
Warrant Agent,  on behalf of the Company,  shall number and register the Warrant
Certificates  in a Register (as  hereinafter  defined) as they are issued by the
Company which such register shall be maintained in accordance  with Section 5(c)
hereof.

          (b)  Warrant  Certificates  shall  be  manually  countersigned  by the
Warrant  Agent and shall not be valid for any purpose  unless so  countersigned.
The Warrant Agent shall, upon written instructions of the Chairman of the Board,
the Chief Executive  Officer,  the President or a Vice President of the Company,
initially countersign,  issue and deliver Warrants entitling the Holders thereof
to purchase not more than the number of Warrant Shares  referred to above in the
first recital  hereof and shall  countersign  and deliver  Warrants as otherwise
provided in this Agreement.

          (c) The Company shall maintain, or cause to be maintained,  a register
(the  "Register")  of the Warrants at its  registered  office,  at the principal
office  of the  Warrant  Agent or at any  other  place in the  United  States of
America  designated  by the Company,  showing (i) the names and the latest known
address of each person who is or has been a Holder;  (ii) the number of Warrants
of each series held by each Holder;  and (iii) the date and  particulars  of the
issue and  transfer of  Warrants.  The  registered  owner on the Register may be
deemed and  treated by the  Company,  the  Warrant  Agent and all other  persons
dealing with the  Warrants  evidenced  thereby as the Holder and absolute  owner
thereof  for any  purpose  and as the  person  entitled  to  exercise  the right
represented  thereby, or to the transfer on the books of the Company, any notice
to the contrary notwithstanding, and, until such transfer of the Warrant on such
books in accordance with the provisions of this Agreement, the Company may treat
the registered owner on the Register as the owner for all purposes.

          SECTION 6.  Registration  of Transfers and Exchanges.  (a) The Warrant
Agent shall from time to time,  subject to the  limitations of Section 7 hereof,
register the transfer of any outstanding  Warrant  Certificates upon the records
to be maintained by it for that purpose, upon

731156.6
                                        7

<PAGE>



surrender thereof accompanied by a written instrument or instruments of transfer
in form  satisfactory  to the  Warrant  Agent,  duly  executed  by the Holder or
Holders  thereof or by the duly appointed legal  representative  thereof or by a
duly authorized  attorney.  Upon any such registration of transfer a new Warrant
Certificate(s)  of like tenor and  representing  in the aggregate the number and
series of Warrants  transferred,  shall be issued to the transferee(s),  and the
surrendered Warrant Certificate shall be canceled by the Warrant Agent. Upon any
partial  transfer,  a new Warrant  Certificate of like tenor and representing in
the aggregate the number and series of Warrants  which were not so  transferred,
shall be issued  to,  and in the name of, the  Warrantholder.  Canceled  Warrant
Certificates  shall  thereafter be disposed of in a manner  satisfactory  to the
Company.

          (b) Any Warrant  Certificate of a particular  series may be exchanged,
subdivided  or  combined  with other  Warrant  Certificates  of the same  series
evidencing the same rights as the rights evidenced thereby upon presentation and
surrender thereof at the principal office of the Warrant Agent,  together with a
written notice signed by the Holder hereof specifying the denominations in which
new Warrant  Certificate(s) are to be issued. Upon presentation and surrender of
any Warrant  Certificates  of a particular  series,  together  with such written
notice, for exchange,  subdivision or combination of such Warrant  Certificates,
the Company will issue a new Warrant Certificate or Warrant Certificates, in the
denominations  requested,  of the same  series  and  like  tenor  entitling  the
Holder(s) thereof to purchase the same aggregate number of Warrant Shares as the
Warrant  Certificate(s) so surrendered.  Such new Warrant Certificate(s) will be
registered  in the name of the  Holder  submitting  such  request.  Any  Warrant
Certificate  surrendered  for  exchange,  subdivision  or  combination  shall be
canceled promptly upon the issuance of such new Warrant  Certificate(s) and then
be disposed of by such Warrant Agent in a manner satisfactory to the Company.

          (c) The Warrant Agent is hereby authorized to countersign and deliver,
in accordance with the provisions of this Section 6 and of Section 5 hereof, the
new Warrant Certificates required pursuant to the provisions of this Section 6.

          SECTION 7. Terms of Warrants;  Exercise of Warrants.  (a) The Warrants
issued  hereunder  shall be  identical  in form  except  (i) that  each  Warrant
Certificate issued as of a particular Warrant Distribution Date and the Warrants
represented  thereby shall be designated  as a separate  series (i.e.,  Class B,
Series 1; Class B, Series 2; etc.),  and (ii) as to variations among each series
of Warrants as to the applicable  Exercise  Price and the applicable  Expiration
Date.

          (b) Subject to the terms of this Agreement, each Holder shall have the
right,  upon payment of the  applicable  Exercise  Price then in effect for such
Holder's series of Warrants in accordance with the terms of this Agreement, from
and after the date of  issuance of such of  Warrants  until 5:00 p.m.,  New York
City time, on the  applicable  Expiration  Date for such series of Warrants,  to
receive from the Warrant Agent on behalf of the Company the number of fully paid
and nonassessable Warrant Shares which the Holder may at the time be entitled to
receive on exercise of such series of Warrants. Each Warrant not exercised on or
before 5:00 p.m., New

731156.6
                                        8

<PAGE>



York City time,  on the  applicable  Expiration  Date shall  become void and all
rights  thereunder and all rights in respect  thereof under this Agreement shall
cease as of such time.

          (c) The Warrants may be exercised  during normal business hours on any
Business Day on or prior to the applicable Expiration Date upon surrender to the
Warrant  Agent on behalf of the Company at the  principal  office of the Warrant
Agent of the certificate or certificates evidencing the Warrants to be exercised
with the form of  subscription to purchase on the reverse thereof duly completed
and signed, and upon payment to the Warrant Agent for the account of the Company
of the applicable Exercise Price as adjusted as herein provided, for each of the
Warrant Shares in respect of which such Warrants are then exercised.  Payment of
the aggregate  Exercise Price for the number of Warrant Shares  specified in the
subscription  form shall be made by wire  transfer or by  certified  or official
bank check payable to the order of the Company in immediately available funds in
lawful money of the United States of America.

          (d) Upon surrender of Warrants in accordance  with this Section 7, and
payment of the applicable  Exercise Price as provided  above,  the Warrant Agent
shall thereupon promptly notify the Company, and the Warrant Agent shall deliver
or cause to be delivered,  as promptly as possible thereafter,  but in any event
within three (3) Business Days of receipt of such surrender and payment,  to the
Holder of such  Warrant  Certificate  appropriate  evidence of  ownership of any
Warrant  Shares or other  securities or property  (including any money) to which
the Holder is entitled, and, to the extent possible,  certificates  representing
the Warrant Shares or such other securities shall be in such  denomination(s) as
such Holder shall request,  and registered or otherwise placed in, or payable to
the order of,  such name or names as may be  directed  in writing by the Holder,
and shall  deliver or cause to be delivered  such  evidence of ownership and any
other  securities  or  property  (including  any money) to the person or persons
entitled  to receive  the same,  together  with an amount in cash in lieu of any
fraction  of a share as  provided  in Section 13 hereof.  Any such  evidence  of
ownership shall be deemed to have been issued and any Person so designated to be
named  therein shall be deemed to have become a holder of record of such Warrant
Shares as of the date of the  surrender  of such  Warrants  and  payment  of the
applicable Exercise Price,  notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such shares shall
not then be actually delivered to the Holder.

          (e) The Warrants shall be  exercisable  either in full or from time to
time in part and, in the event that a Warrant  Certificate is surrendered to the
Warrant Agent for exercise of fewer than all of the Warrants represented by such
Warrant  Certificate at any time prior to the applicable  Expiration Date, a new
certificate evidencing the remaining Warrant or Warrants but otherwise identical
to the surrendered Warrant Certificate  (including,  without limitation,  of the
same  series)  will be issued by the  Company,  and the Warrant  Agent is hereby
irrevocably  authorized to  countersign  and to deliver the required new Warrant
Certificate pursuant to the provisions of this Section 7 and of Section 4 hereof
as promptly as possible,  but in any event  within  three (3)  Business  Days of
receipt of the certificate  evidencing the Warrants,  and the Company,  whenever
required  by the Warrant  Agent,  will  supply the  Warrant  Agent with  Warrant
Certificates duly executed on behalf of the Company for such purpose.

731156.6
                                        9

<PAGE>



          (f) All Warrant  Certificates  surrendered  upon  exercise of Warrants
shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall
then be  disposed  of by the  Warrant  Agent  in a  manner  satisfactory  to the
Company. The Warrant Agent shall account promptly to the Company with respect to
such  Warrants  exercised  and  concurrently  pay to the  Company as promptly as
practicable,  but in any event  within five (5)  Business  Days of receipt,  all
monies  received by the  Warrant  Agent for the  purchase of the Warrant  Shares
through the exercise of such Warrants.

          (g) The  Warrant  Agent shall keep  copies of this  Agreement  and any
notices  given or  received  hereunder  by or from  the  Company  available  for
inspection  by the Holders  during  normal  business  hours at its  office.  The
Company  shall  supply the Warrant  Agent from time to time with such numbers of
copies of this Agreement as the Warrant Agent may reasonably request.

          SECTION 8.  Payment of Taxes.  The  Company  will pay all  documentary
stamp taxes and other governmental  charges attributable to the initial issuance
of Warrant  Shares upon the exercise of Warrants;  provided,  however,  that the
Company  shall not be  required  to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue of any Warrant Certificates or any
certificates  for  Warrant  Shares in a name  other than that of the Holder of a
Warrant Certificate  surrendered upon the exercise of a Warrant, and the Company
shall not be required to issue or deliver  such Warrant  Certificates  unless or
until the Person or Persons  requesting the issuance  thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

          SECTION 9. Mutilated, Destroyed, Lost and Stolen Warrant Certificates.
(a) If (i) any mutilated Warrant Certificate is surrendered to the Warrant Agent
or (ii) the Company and the Warrant Agent receive  evidence to their  reasonable
satisfaction of the destruction,  loss or theft of any Warrant Certificate,  and
there is  delivered  to the Company and the Warrant  Agent such  certificate  or
indemnity as may be required by them to save each of them harmless, then, in the
absence  of  notice to the  Company  or the  Warrant  Agent  that  such  Warrant
Certificate  has been  acquired  by a bona fide  purchaser,  the  Company  shall
execute  and  upon  the  Company's  written  request  the  Warrant  Agent  shall
countersign and deliver,  in exchange for any such mutilated Warrant Certificate
or in lieu of and in substitution for any such destroyed, lost or stolen Warrant
Certificate,  a new Warrant Certificate of the same series, like tenor and for a
like aggregate  number of Warrants.  An applicant for such a substitute  Warrant
Certificate  shall also comply  with such other  reasonable  regulations  as the
Company may prescribe.

          (b)  Upon the  issuance  of any new  Warrant  Certificate  under  this
Section 9, the Company may require the payment by the Holder of a sum sufficient
to cover any tax or other  governmental  charge  that may be imposed in relation
thereto  and the  payment of such other  reasonable  charges as the  Company may
prescribe,  including  reimbursement  of  reasonable  fees and  expenses  of the
Company and the Warrant Agent incidental thereto.


731156.6
                                       10

<PAGE>



          (c) The  provisions of this Section 9 are exclusive and shall preclude
(to the  extent  lawful)  all  other  rights or  remedies  with  respect  to the
replacement of mutilated, destroyed, lost or stolen Warrant Certificates.

          SECTION 10. Issuance of Warrant  Shares.  The Company will keep a copy
of this Agreement on file with the transfer  agent for the Preferred  Stock (the
"Transfer Agent") and with every subsequent transfer agent for any shares of the
Company's  capital  stock  issuable  upon the exercise of the rights of purchase
represented by the Warrants.  The Warrant Agent is hereby irrevocably authorized
to  requisition,  from time to time,  from such Transfer Agent the  certificates
representing  shares of the Preferred Stock and any cash which may be payable as
provided  in Section  13 hereof  required  to honor  outstanding  Warrants  upon
exercise  thereof in accordance  with the terms of this  Agreement.  The Company
will supply such  Transfer  Agent with duly executed  certificates  representing
shares of Preferred  Stock for such purposes and will provide or otherwise  make
available  any cash which may be payable as provided  in Section 13 hereof.  The
Company  will furnish such  Transfer  Agent and the Warrant  Agent a copy of all
notices of adjustments and  certificates  related  thereto,  transmitted to each
Holder of the Warrants pursuant to Section 14 hereof.

          SECTION 11.  Adjustment of Exercise Price and Number of Warrant Shares
Issuable. The number and kind of Warrant Shares purchasable upon the exercise of
Warrants and the applicable  Exercise Price shall be subject to adjustment  from
time to time as follows, if at any time after the Consummation Date and prior to
the applicable Expiration Date:

          (a) Stock  Dividends.  The Company shall pay a stock dividend or other
          distribution  payable  in shares of  Preferred  Stock or the number of
          shares of Preferred  Stock shall have been  increased by a subdivision
          or split-up of shares of  Preferred  Stock,  then,  on the date of the
          payment of such dividend or  distribution  (retroactive  to the record
          date) or  immediately  after  the  effective  date of  subdivision  or
          split-up,  as the case may be,  the  number  of  Warrant  Shares to be
          delivered  upon exercise of the Warrants will be increased so that the
          Warrantholder will be entitled to receive the number of Warrant Shares
          that such  Warrantholder  would have owned immediately  following such
          action had the Warrants been exercised  immediately  prior thereto or,
          in the case of a stock dividend or  distribution,  prior to the record
          date for  determination  of  shareholders  entitled  thereto,  and the
          applicable  Exercise  Price will be  adjusted  as  provided in Section
          11(g) hereof.

          (b)  Combination of Stock.  If the number of shares of Preferred Stock
          outstanding  shall  have  been  decreased  by  a  combination  of  the
          outstanding  shares of Preferred Stock,  then,  immediately  after the
          effective date of such combination, the number of Warrant Shares to be
          delivered  upon exercise of each Warrant will be decreased so that the
          Warrantholder  thereafter  will be  entitled  to receive the number of
          Warrant Shares that such Warrantholder would have owned immediately

731156.6
                                       11

<PAGE>



          following  such action had such  Warrant  been  exercised  immediately
          prior thereto,  and the applicable  Exercise Price will be adjusted as
          provided in Section 11(g) hereof.

          (c) Reorganization, Etc. If any capital reorganization of the Company,
          or any  reclassification  of the Preferred Stock, or any consolidation
          of the Company  with or merger of the  Company  with or into any other
          Person or any sale,  lease or other  transfer of all or  substantially
          all of the  assets  of the  Company  to any  other  Person,  shall  be
          effected  in such a way that the holders of  Preferred  Stock shall be
          entitled to receive  stock,  other  securities,  cash or other  assets
          (whether such stock, other securities, cash or other assets are issued
          or distributed by the Company or another Person) with respect to or in
          exchange for Preferred Stock, then, upon exercise of each Warrant, the
          Warrantholder  shall have the right to receive  the kind and amount of
          stock,  other  securities,  cash or other assets  receivable upon such
          reorganization, reclassification, consolidation, merger or sale, lease
          or other  transfer  by a holder of the number of Warrant  Shares  that
          such  Warrantholder  would have been entitled to receive upon exercise
          of such  Warrant had such Warrant been  exercised  immediately  before
          such reorganization, reclassification,  consolidation, merger or sale,
          lease or other transfer, subject to adjustments (as determined in good
          faith by the  Board of  Directors  of the  Company).  Adjustments  for
          events  subsequent  to the  effective  date of such a  reorganization,
          reclassification,  consolidation,  merger,  sale or transfer of assets
          shall be as nearly equivalent as may be practicable to the adjustments
          provided  for  in  this  Agreement.   In  any  such  event,  effective
          provisions   shall  be  made  in  the   certificate   or  articles  of
          incorporation  of  the  resulting  or  surviving  corporation,  in any
          contract of sale, merger, conveyance,  lease, transfer or otherwise so
          that the  provisions set forth herein for the protection of the rights
          of the Warrantholders shall thereafter continue to be applicable;  and
          any such resulting or surviving corporation shall expressly assume the
          obligation  to deliver,  upon  exercise,  such shares of stock,  other
          securities, cash and property. The provisions of this Section 11 shall
          similarly apply to successive  consolidations,  mergers, sales, leases
          or transfers.

          (d)  Adjustment  for Rights  Issue.  In case the  Company  shall issue
          rights,   options,   warrants  or  other  securities   convertible  or
          exchangeable  for Preferred Stock or for any other such right,  option
          or warrant (collectively,  "Rights") to all holders of its outstanding
          Preferred  Stock  entitling them to subscribe for,  purchase or obtain
          upon  conversion or exchange  shares of Preferred Stock at a Price Per
          Share  which is lower at the record date  mentioned  below than either
          (x) the then current Fair Market Value per share of Preferred Stock or
          (y) the  Exercise  Price,  or  both,  the  number  of  Warrant  Shares
          thereafter  purchasable  upon the  exercise of each  Warrant  shall be
          determined by  multiplying  the number of Warrant  Shares  theretofore
          purchasable upon exercise of each Warrant by a fraction, the numerator
          of which shall be the number of shares of Preferred Stock  outstanding
          on the date

731156.6
                                       12

<PAGE>



          of issuance of such  Rights  plus the  additional  Number of Shares of
          Preferred  Stock offered for  subscription,  purchase or issuance upon
          conversion  or  exchange  in  connection  with  such  Rights  and  the
          denominator of which shall be the number of shares of Preferred  Stock
          outstanding  on the date of issuance of such Rights plus the number of
          shares which the aggregate  Gross  Proceeds  received or receivable by
          the Company upon exercise of such Rights would purchase at the greater
          of (x) the Fair  Market  Value  per share of  Preferred  Stock at such
          record date or (y) the Exercise Price.  Such adjustment  shall be made
          whenever  Rights are issued,  and shall become  effective  immediately
          after the record date for the  determination of stockholders  entitled
          to receive Rights. As used herein,  "Price Per Share" shall be defined
          and determined in accordance with the following formula:

               P = R/N

               where

               P = Price Per Share;

               R = the "Gross Proceeds" received or receivable by the Company in
               respect of Rights  which  shall be the total  amount  received or
               receivable by the Company in  consideration  for the issuance and
               sale of such  Rights  plus the  aggregate  amount  of  additional
               consideration  payable  to the  Company  upon  exercise  thereof;
               provided that the proceeds  received or receivable by the Company
               shall be the cash proceeds  before  deducting  therefrom any cash
               compensation  paid or discount allowed in the sale,  underwriting
               or  purchase   thereof  by  underwriters  or  dealers  or  others
               performing similar services; and

               N = the  "Number of  Shares,"  which in the case of Rights is the
               maximum number of shares of Preferred  Stock  initially  issuable
               upon exercise thereof.

          (e) Adjustment for Other Distributions.  (i) In case the Company shall
          distribute  to all  holders  of its  shares  of  Preferred  Stock  (x)
          evidences  of  indebtedness  or assets  (excluding  cash  dividends or
          distributions  payable  out of the  consolidated  earnings  or surplus
          legally available for such dividends or distributions and dividends or
          distributions  referred to in paragraphs (a), (c) or (d) above) of the
          Company  or any  subsidiary  or  (y)  shares  of  capital  stock  of a
          subsidiary of the Company (such evidences of indebtedness,  assets and
          securities  as set forth in clauses  (x) and (y) above,  collectively,
          "Assets"),  then in each case the number of Warrant Shares  thereafter
          purchasable  upon the exercise of each Warrant  shall be determined by
          multiplying the number of Warrant Shares theretofore  purchasable upon
          the exercise of each Warrant by a fraction, the

731156.6
                                       13

<PAGE>



          numerator  of which  shall  be the  Fair  Market  Value  per  share of
          Preferred Stock on the date of such  distribution  and the denominator
          of which shall be such Fair Market Value per share of Preferred  Stock
          less the fair value as of such  record date as  determined  reasonably
          and in good  faith by the Board of  Directors  of the  Company  of the
          portion of the Assets applicable to one share of Preferred Stock. Such
          adjustment  shall be made whenever any such  distribution is made, and
          shall become effective on the date of distribution  retroactive to the
          record date for the determination of stockholders  entitled to receive
          such distribution.

                    (ii) In case the Company shall issue any shares of Preferred
               Stock or Common  Stock or rights,  options or warrants to acquire
               shares of Preferred  Stock or Common  Stock,  other than Exempted
               Issuances (as defined below) and other than issuances  covered by
               other  clauses of this  Section  11,  within the first six months
               after the Consummation  Date at an Issue Price (as defined below)
               which is lower  than (A) in the case of  issuances  of  shares of
               Preferred Stock or rights,  options or warrants to acquire shares
               of Preferred  Stock,  the then current  Exercise Price, or (B) in
               the case of  issuances  of  shares  of  Common  Stock or  rights,
               options  or  warrants  to  acquire  shares of Common  Stock,  the
               quotient of the current  Exercise  Price divided by the number of
               shares of Common Stock (the "Conversion Number") then issuable on
               conversion of a share of Preferred Stock, then the Exercise Price
               of all outstanding  Warrants and Warrants issued thereafter shall
               be  adjusted  to a  price  equal  to  the  Issue  Price,  if  the
               adjustment  is  triggered  by the issuance of shares of Preferred
               Stock or of rights,  options  or  warrants  to acquire  shares of
               Preferred  Stock,  or equal to the  product  of the  Issue  Price
               multiplied  by  the  Conversion  Number,  if  the  adjustment  is
               triggered by the issuance of shares of Common Stock or of rights,
               options or warrants to acquire shares of Common Stock.  "Exempted
               Issuances" means securities issuances contemplated by the Plan of
               Reorganization  (including  securities  issuable on conversion or
               exercise   of   securities    contemplated   by   the   Plan   of
               Reorganization),  issuances  of  shares  of  Preferred  Stock  as
               dividends on shares of Preferred Stock and issuances  pursuant to
               employee  benefit  plans of shares  of,  and  options  to acquire
               shares of, Common Stock, provided that such issuances pursuant to
               employee  benefit  plans  which are vested or  scheduled  to vest
               prior to the Expiration Date do not exceed, in the aggregate,  5%
               of the sum of the shares of Common  Stock  outstanding  as of the
               Consummation  Date and subject to  issuance  upon  conversion  of
               shares of  Preferred  Stock  outstanding  as of the  Consummation
               Date.  "Issue  Price"  means (i) in the case of the  issuance  of
               Preferred  Stock or Common Stock for cash, the amount of the cash
               proceeds  received or receivable by the Company before  deducting
               therefrom any cash  compensation  paid or discount allowed in the
               sale, underwriting or purchase thereof by underwriters or dealers
               or others

731156.6
                                       14

<PAGE>



               performing similar services;  (ii) in the case of the issuance of
               Preferred Stock or Common Stock for a  consideration  in whole or
               in part other than cash, the fair value of such  consideration as
               determined  by the  Board of  Directors  of the  Company  in good
               faith.

                    (iii)  In  case  the  Company  shall  issue  any  shares  of
               Preferred Stock or Common Stock or rights, options or warrants to
               acquire  shares of Preferred  Stock or Common  Stock,  other than
               Exempted  Issuances  and other  than  issuances  covered by other
               clauses  of this  Section  11,  more  than six  months  after the
               Consummation  Date but prior to the Expiration  Date for an Issue
               Price which is lower than (A) in the case of  issuances of shares
               of  Preferred  Stock or rights,  options or  warrants  to acquire
               shares of Preferred  Stock,  both the then current Exercise Price
               and  the  product  of the  Conversion  Number  multiplied  by the
               Current Market Price of the Common Stock on the date of issuance,
               or (B) in the case of  issuances  of shares  of  Common  Stock or
               rights,  options or warrants to acquire  shares of Common  Stock,
               both the quotient of the current  Exercise  Price  divided by the
               Conversion  Number  and the  Current  Market  Price of the Common
               Stock on the date of  issuance,  then the  Exercise  Price of all
               outstanding  Warrants and  Warrants  issued  thereafter  shall be
               changed to an amount equal to the Issue Price,  if the adjustment
               is triggered  by the issuance of shares of Preferred  Stock or of
               rights, options or warrants to acquire shares of Preferred Stock,
               or equal to the  product  of the Issue  Price  multiplied  by the
               Conversion Number, if the adjustment is triggered by the issuance
               of shares of Common  Stock or of rights,  options or  warrants to
               acquire shares of Common Stock.

          (f) Carryover. Notwithstanding any other provision of this Section 11,
          no  adjustment  shall be made to the  number of  Warrant  Shares to be
          delivered to the Warrantholder  (or to the applicable  Exercise Price)
          if such  adjustment  represents  less than 1% of the number of Warrant
          Shares to be so delivered,  but any lesser adjustment shall be carried
          forward and shall be made at the time and together with the earlier to
          occur of (i) the  exercise of all or any portion of a Warrant and (ii)
          the next subsequent  adjustment that, together with any adjustments so
          carried  forward,  shall amount to 1% or more of the number of Warrant
          Shares to be so delivered.

          (g) Exercise Price Adjustment.

               (i) Whenever the number of Warrant  Shares  purchasable  upon the
               exercise of the Warrants is adjusted as provided pursuant to this
               Section  11,  the  applicable  Exercise  Price  payable  upon the
               exercise  of a Warrant  shall be  adjusted  by  multiplying  such
               Exercise  Price   immediately  prior  to  such  adjustment  by  a
               fraction, the numerator of which shall be the number of

731156.6
                                       15

<PAGE>



               Warrant  Shares  purchasable  upon the  exercise  of the  Warrant
               immediately  prior to such  adjustment,  and the  denominator  of
               which  shall  be  the  number  of  Warrant   Shares   purchasable
               immediately  thereafter;  provided,  however, that the applicable
               Exercise  Price for each Warrant  Share shall in no event be less
               than the par value of such Warrant Share.

               (ii) If at any time,  the Company  shall pay to holders of record
               of   Preferred   Stock   any  cash   dividends   or  other   cash
               distributions,  then, on the date of the payment of such dividend
               or distribution  (retroactive to the record date), the applicable
               Exercise Price payable upon the exercise of such Warrant shall be
               adjusted by reducing the applicable  Exercise Price by the amount
               of such  dividend  or  distribution  applicable  to one  share of
               Preferred Stock; provided,  however, that the applicable Exercise
               Price for each  Warrant  Share shall in no event be less than the
               par value of such Warrant Share.

          (h) Decrease in Exercise Price.  The Company,  in its sole discretion,
          shall have the right at any time,  or from time to time,  to  decrease
          the  applicable  Exercise  Price of the Warrants  and/or  increase the
          number of Warrants  Shares issuable upon the exercise of the Warrants,
          including  as it  considers  to be  advisable  in order that any event
          treated  for  federal  income tax  purposes  as a dividend of stock or
          stock rights shall not be taxable to recipients.

          (i) Other Adjustments.

                    (A) In case the Company  shall issue any shares of Preferred
               Stock or Common  Stock or rights,  options or warrants to acquire
               shares of Preferred  Stock or Common  Stock,  other than Exempted
               Issuances  and other than  issuances  covered by other clauses of
               this Section 11, more than six months after the Consummation Date
               but prior to the Expiration  Date for an Issue Price which is (x)
               in the case of issuances of shares of Preferred  Stock or rights,
               options or warrants to acquire shares of Preferred  Stock,  equal
               to or greater than the then current  Exercise Price but less than
               the product of the  Conversion  Number  multiplied by the Current
               Market Price of the Common Stock on the date of issuance,  or (y)
               in the case of  issuances  of shares of Common  Stock or  rights,
               options or warrants to acquire  shares of Common Stock,  equal to
               or  greater  than the  quotient  of the  current  Exercise  Price
               divided by the Conversion Number but less than the Current Market
               Price of the Common Stock on the date of issuance, then the Board
               of  Directors  shall  make  such  adjustments,  if  any,  in  the
               application  of the  purchase  rights of the Holders  pursuant to
               this  Section 11, in  accordance  with the  essential  intent and
               principles  of the  provisions  of this  Section  11, as shall be
               reasonably necessary, in the good faith

731156.6
                                       16

<PAGE>



               opinion  of the Board of  Directors,  to  protect  such  purchase
               rights as aforesaid.

                    (B) If any event occurs as to which the foregoing provisions
               of this  Section 11 are not strictly  applicable  or, if strictly
               applicable, would not, in the good faith judgment of the Board of
               Directors,  fairly protect the purchase  rights of the Holders in
               accordance  with the  essential  intent  and  principles  of such
               provisions,   then  the  Board  of  Directors   shall  make  such
               adjustments in the application of such provisions,  in accordance
               with such essential intent and principles, as shall be reasonably
               necessary,  in the good faith  opinion of the Board of Directors,
               to protect such purchase rights as aforesaid.

          (j) Further Equitable  Adjustments.  If, after one or more adjustments
          to the  applicable  Exercise  Price  pursuant to this  Section 11, the
          applicable  Exercise Price cannot be reduced  further  without falling
          below the  greater of (i) $0.01 or (ii) the lowest  positive  exercise
          price legally  permissible for warrants to acquire shares of Preferred
          Stock,  the Company shall make further  adjustments  to compensate the
          Holder,  consistent  with the  foregoing  principles,  as the Board of
          Directors,  acting  in  good  faith,  deems  necessary,  including  an
          increase in the number of Warrant  Shares  issuable  upon  exercise of
          outstanding Warrants and/or a cash payment to the Holders.

          SECTION 12. Statement on Warrants.  Irrespective of any  adjustment(s)
in the number or kind of Warrant  Shares  issuable upon the exercise in whole or
in part of the Warrants or the applicable Exercise Price,  Warrants  theretofore
or thereafter issued may continue to express the same number and kind of Warrant
Shares  as are  stated  in the  Warrants  initially  issuable  from time to time
pursuant  to this  Agreement,  all  subject to further  adjustment  as  provided
herein.

          SECTION 13. Fractional Interest.  The Company shall not be required to
issue  fractional  shares of Common Stock on the  exercise of Warrants.  If more
than one Warrant shall be presented for exercise in full at the same time by the
same Holder, the number of full Warrant Shares which shall be issuable upon such
exercise  shall be  computed on the basis of the  aggregate  number of shares of
Preferred  Stock  acquirable  on exercise of the Warrants so  presented.  If any
fraction of a share of Preferred Stock would,  except for the provisions of this
Section  13, be issuable on the  exercise of any Warrant (or  specified  portion
thereof),  the Company  shall (i) direct and deposit with the Transfer  Agent an
amount  sufficient  to pay an amount in cash  calculated by it to equal the then
current Fair Market Value per share multiplied by such fraction  computed to the
nearest whole cent and (ii) deliver to the Transfer Agent a written  certificate
of an officer of the Company  setting  forth the then  current Fair Market Value
per share which certificate  shall be conclusive  evidence of the correctness of
the matters  set forth  therein,  absent  clear  error.  The  Holders,  by their
acceptance of the Warrant Certificates, expressly waive any and all rights to

731156.6
                                       17

<PAGE>



receive  any  fraction  of a share of  Preferred  Stock  or a stock  certificate
representing a fraction of a share of Preferred Stock.

          SECTION 14. Notices to Warrantholders.  (a) Upon any adjustment of the
applicable  Exercise  Price or number of Warrant  Shares  issuable  pursuant  to
Section 11 hereof,  the  Company  shall as promptly  as  practicable  (x) give a
written  certificate  of the Company to the Warrant Agent of such  adjustment or
adjustments which certificate shall set forth for each series of Warrant (i) the
number of Warrant Shares  issuable upon the exercise of a Warrant of such series
and the applicable Exercise Price after such adjustment,  (ii) a brief statement
of the facts  requiring  such  adjustment,  (iii) the  computation by which such
adjustment was made, and (y) cause to be given to each of the registered Holders
of the Warrant  Certificates  at his address  appearing on the Register  written
notice of such adjustments by first-class  mail,  postage  prepaid.  The Warrant
Agent shall be entitled to rely on the above-referenced certificate(s) and shall
be under no duty or  responsibility  with  respect  to any such  certificate(s),
except  to  exhibit  the  same  from  time  to time to any  Holder  desiring  an
inspection thereof during reasonable business hours. The Warrant Agent shall not
at any time be under  any duty or  responsibility  to any  Holder  to  determine
whether any facts exist that may require any adjustment of the number of Warrant
Shares or other  stock or property  issuable on exercise of the  Warrants or the
applicable  Exercise  Price, or with respect to the nature or extent of any such
adjustment  when made,  or with  respect to the method  employed  in making such
adjustment  or the  validity  or value (or the kind or  amount)  of any  Warrant
Shares or other  stock or  property  which may be  issuable  on  exercise of the
Warrants.  The  Warrant  Agent shall not be  responsible  for any failure of the
Company to make any cash  payment or to issue,  transfer  or deliver any Warrant
Share or stock  certificates  or other stock,  securities  or property  upon the
exercise of any Warrant.

          (b) In  addition  to the notice  requirements  in Section  14(a),  the
Company  will give to the  Warrantholder  all notices  which are  required to be
given by the Company  under the Restated  Certificate  of  Incorporation  to the
holders of Preferred Stock.

          (c) With respect to each series of Warrants,  prior to the  applicable
Expiration  Date,  and for so long as such  series  of  Warrants  have  not been
exercised in full, in the event of:

          (i) any taking by the  Company of a record of the holders of any class
     of securities  for the purpose of determining  the holders  thereof who are
     entitled to receive any  dividend  or other  distribution,  or any right to
     subscribe  for,  purchase or  otherwise  acquire any shares of stock of any
     class or any other securities,  indebtedness or property, or to receive any
     other right, option or warrant; or

          (ii) any capital  reorganization of the Company,  any reclassification
     or  recapitalization  of the  capital  stock of the  Company  (other than a
     change  in par  value,  or from par value to no par  value,  or from no par
     value to par value,  or as a result of a subdivision or  combination),  any
     consolidation  or merger  involving  the Company and any other party or any
     transfer of all or substantially all the assets of the Company to any other

731156.6
                                       18

<PAGE>



     party or any tender  offer or  exchange  offer by the Company for shares of
     Common Stock or Preferred Stock; or

          (iii)  any  voluntary  or  involuntary  dissolution,   liquidation  or
     winding-up of the Company,

then the Company  shall cause to be filed with the Warrant Agent and shall cause
to  be  given  to  each   Warrantholder  of  such  series  of  Warrant  at  such
Warrantholder's  address appearing on the Warrant Register, at least twenty (20)
days prior to the applicable record date hereinafter  specified,  or promptly in
the case of events  for which  there is no record  date,  by first  class  mail,
postage  prepaid,  a written notice stating (i) the date as of which the holders
of record of shares of Common Stock or  Preferred  Stock are entitled to receive
any such rights,  options,  warrants or distributions  are to be determined,  or
(ii) the initial expiration date set forth in any tender offer or exchange offer
for shares of Common  Stock or Preferred  Stock,  or (iii) the date on which any
such reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation  or winding up is expected to become  effective or  consummated,  as
well as the date as of which it is expected that the holders of record of shares
of Common  Stock shall be entitled to  exchange  such shares for  securities  or
other property, if any, deliverable upon such  reclassification,  consolidation,
merger,  conveyance,  transfer,  dissolution,  liquidation  or  winding-up.  The
failure to give the notice  required  by this  Section 14 or any defect  therein
shall not affect the legality or validity of any  distribution,  right,  option,
warrant,   reclassification,   consolidation,   merger,  conveyance,   transfer,
dissolution,  liquidation,  winding  up or  action,  or the vote upon any of the
foregoing.

          (d) If there  is any  conversion  adjustment  under  Section  6 of the
Restated Certificate of Incorporation with respect to the Preferred Stock at any
time from after the date hereof and prior to the Expiration  Date, an adjustment
shall be made to the number of shares of Preferred  Stock issuable upon exercise
of this Warrant as if this Warrant was exercised  for Preferred  Stock as of the
date hereof.

          SECTION 15. Reservation of Warrant Shares, Etc. (a) The Company hereby
agrees that at all times there shall be reserved for issuance and delivery  upon
exercise of the Warrants, free from preemptive rights, liens, security interests
and other  encumbrances,  such number of shares of  authorized  but  unissued or
treasury  shares  of  Preferred  Stock  and  Common  Stock,  or  other  stock or
securities deliverable pursuant to Section 11, as shall be required for issuance
or delivery upon exercise of the Warrants.  Without  limiting the  generality of
the  foregoing,  the Company agrees that it will not take any action which would
result in Warrant  Shares when issued not being  validly and legally  issued and
fully paid and nonassessable. The Company hereby represents that, as of the date
hereof,  it has sufficient  shares of Preferred  Stock and Common Stock reserved
for issuance upon exercise of all outstanding Warrants.


731156.6
                                       19

<PAGE>



          SECTION 16. Warrant Agent. The Warrant Agent undertakes the duties and
obligations  imposed by this Agreement upon the following  terms and conditions,
by all of which the Company and the Holders, by their acceptance thereof,  shall
be bound:

          (a) The statements  contained  herein and in the Warrant  Certificates
          shall be taken as  statements  of the Company,  and the Warrant  Agent
          assumes  no  responsibility  for the  correctness  of any of the  same
          except such as describe  the  Warrant  Agent or action  taken or to be
          taken by it. The Warrant Agent assumes no responsibility  with respect
          to the  distribution of the Warrant  Certificates or Warrant Shares or
          payment or refund of the  applicable  Exercise  Price except as herein
          otherwise provided.

          (b)  The  Warrant   Agent  may  consult  at  any  time  with   counsel
          satisfactory  to it and the Warrant  Agent shall incur no liability or
          responsibility  to  the  Company  or to  any  holder  of  any  Warrant
          Certificate in respect to any action taken,  suffered or omitted by it
          hereunder  in good  faith and in  accordance  with the  opinion or the
          advice of such counsel.

          (c)  The  Company  agrees  to  pay  to the  Warrant  Agent  reasonable
          compensation  for all  services  rendered by the Warrant  Agent in the
          execution of this  Agreement,  to reimburse  the Warrant Agent for all
          expenses, taxes and governmental charges and other charges of any kind
          and nature  reasonably  incurred by the Warrant Agent in the execution
          of this  Agreement  and to  indemnify  the  Warrant  Agent and save it
          harmless  against  any  and  all  liabilities,   including  judgments,
          reasonable costs and counsel fees, for anything done or omitted by the
          Warrant Agent in the execution of this Agreement except as a result of
          its negligence, bad faith or willful misconduct.

          (d) The Warrant  Agent shall be under no  obligation  to institute any
          action, suit or legal proceeding or to take any other action likely to
          involve  expense  unless  the  Company  or one or more  Holders  shall
          furnish the Warrant Agent with  reasonable  security for any costs and
          expenses which may be incurred,  but this  provision  shall not affect
          the power of the Warrant  Agent to take such action as it may consider
          proper,  whether  with or  without  any such  security.  All rights of
          action  under  this  Agreement  or under  any of the  Warrants  may be
          enforced by the Warrant  Agent  without the  possession  of any of the
          Warrant  Certificates or the production  thereof at any trial or other
          proceeding  relative thereto,  and any such action, suit or proceeding
          instituted  by the  Warrant  Agent  shall  be  brought  in its name as
          Warrant  Agent and any  recovery of judgment  shall be for the ratable
          benefit of the Holders,  as the  respective  rights or  interests  may
          appear.

          (e) The  Warrant  Agent,  and any  stockholder,  director,  officer or
          employee of it, may buy,  sell or deal in any of the Warrants or other
          securities of the Company

731156.6
                                       20

<PAGE>



          or  become  pecuniarily  interested  in any  transaction  in which the
          Company  may be  interested,  or  contract  with or lend  money to the
          Company  or  otherwise  act as fully and  freely as though it were not
          Warrant Agent under this Agreement.  Nothing herein shall preclude the
          Warrant Agent from acting in any other capacity for the Company or for
          any other legal entity.

          (f) The  Warrant  Agent  shall  not at any time be  under  any duty or
          responsibility  to any  Holder or the  Company  to make or cause to be
          made any adjustment of the applicable  Exercise Price or number of the
          Warrant Shares or other securities or property deliverable as provided
          in this Agreement,  or to determine  whether any facts exist which may
          require  any of such  adjustments,  or with  respect  to the nature or
          extent of any such  adjustments,  when  made,  or with  respect to the
          method  employed in making the same.  The  Warrant  Agent shall not be
          accountable  with  respect  to the  validity  or  value or the kind or
          amount of any Warrant  Shares or of any  securities or property  which
          may at any  time be  issued  or  delivered  upon the  exercise  of any
          Warrant or with  respect to whether any such  Warrant  Shares or other
          securities  will when  issued be  validly  issued  and fully  paid and
          nonassessable, and makes no representation with respect thereto.

          SECTION 17. Merger,  Consolidation or Change of Name of Warrant Agent.
(a) Any corporation  into which the Warrant Agent may be merged or with which it
may  be  consolidated,   or  any  corporation   resulting  from  any  merger  or
consolidation  to which the Warrant Agent shall be a party,  or any  corporation
succeeding to the business of the Warrant  Agent,  shall be the successor to the
Warrant  Agent  hereunder  without the  execution  or filing of any paper or any
further act on the part of any of the parties  hereto.  In case at the time such
successor  to the  Warrant  Agent  shall  succeed to the agency  created by this
Agreement,  and in case at that time any of the Warrant  Certificates shall have
been  countersigned  but not delivered,  any such successor to the Warrant Agent
may adopt the  countersignature  of the original  Warrant Agent;  and in case at
that time any of the Warrant Certificates shall not have been countersigned, any
successor to the Warrant Agent may countersign such Warrant  Certificates either
in the name of the predecessor  Warrant Agent or in the name of the successor to
the Warrant Agent;  and in all such cases such Warrant  Certificates  shall have
the full force and  effect  provided  in the  Warrant  Certificates  and in this
Agreement.

          (b) In case at any time the name of the Warrant Agent shall be changed
and at such time any of the Warrant  Certificates  shall have been countersigned
but not  delivered,  the Warrant Agent whose name has been changed may adopt the
countersignature  under  its  prior  name,  and in case at that  time any of the
Warrant  Certificates shall not have been  countersigned,  the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name, and in all such cases such Warrant  Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.


731156.6
                                       21

<PAGE>



          SECTION 18.  Resignation and Removal of Warrant Agent;  Appointment of
Successor. (a) No resignation or removal of the Warrant Agent and no appointment
of a successor  warrant  agent shall become  effective  until the  acceptance of
appointment by the successor warrant agent as provided herein. The Warrant Agent
may resign its duties and be  discharged  from all further  duties and liability
hereunder  (except  liability  arising as a result of the  Warrant  Agent's  own
negligence or willful  misconduct)  after giving  written notice to the Company.
The Company may remove the Warrant  Agent upon written  notice,  and the Warrant
Agent shall  thereupon in like manner be discharged  from all further duties and
liabilities  hereunder,  except as aforesaid.  The Warrant  Agent shall,  at the
Company's expense,  cause to be mailed (by first class mail, postage prepaid) to
each Holder at his last  address as shown on the  Register a copy of said notice
of resignation or notice of removal,  as the case may be. Upon such  resignation
or removal,  the Company  shall appoint in writing a new warrant  agent.  If the
Company shall fail to make such appointment  within a period of 30 days after it
has been notified in writing of such resignation by the resigning  Warrant Agent
or after such  removal,  then the  resigning  Warrant Agent or the Holder of any
Warrant may apply to any court of competent  jurisdiction for the appointment of
a new warrant agent. Any new warrant agent,  whether appointed by the Company or
by such a court,  shall be a corporation  doing  business  under the laws of the
United  States or any state  thereof,  in good  standing  and  having a combined
capital and surplus of not less than US$50,000,000.  After acceptance in writing
of such  appointment by the new warrant agent,  it shall be vested with the same
powers,  rights,  duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance,  conveyance,  act or
deed;  but if for any reason it shall be  necessary  or expedient to execute and
deliver any further assurance,  conveyance,  act or deed, the same shall be done
at the expense of the Company  and shall be legally  and  validly  executed  and
delivered  by the  resigning  or  removed  Warrant  Agent.  Not  later  than the
effective date of any such appointment, the Company shall give notice thereof to
the resigning or removed Warrant Agent.  Failure to give any notice provided for
in this Section  18(a),  however,  or any defect  therein,  shall not affect the
legality or validity of the  resignation of the Warrant Agent or the appointment
of a new warrant agent, as the case may be.

          (b) Any  corporation  into which the Warrant  Agent or any new warrant
agent may be merged  shall be a successor  Warrant  Agent  under this  Agreement
without any further act. Any such successor  Warrant Agent shall, at the Warrant
Agent's expense,  promptly cause notice of its succession as Warrant Agent to be
mailed (by first class mail,  postage  prepaid) to each Holder at such  Holder's
last address as shown on the Register.

          SECTION 19. Money and Other Property Deposited with the Warrant Agent.
Any money, securities and other property which at any time shall be deposited by
the Company or on its behalf with the Warrant Agent  pursuant to this  Agreement
shall be and are hereby assigned,  transferred and set over to the Warrant Agent
in trust for the purpose for which such  moneys,  securities  or other  property
shall  have been  deposited,  which such  purpose  shall be stated in writing in
reasonable  detail  and  delivered  to  the  Warrant  Agent;  but  such  moneys,
securities or other property need not be segregated from other funds, securities
or other property of the

731156.6
                                       22

<PAGE>



Warrant  Agent  except to the extent  required by law.  The Warrant  Agent shall
distribute  any money  deposited  with it for  payment and  distribution  to any
Holder by mailing by  first-class  mail a check in such amount as is appropriate
to such Holder at the address shown on the  Register,  or as it may be otherwise
directed in writing by such Holder,  upon  surrender of such Holder's  Warrants.
Any money or other  property  deposited  with the Warrant  Agent for payment and
distribution  to any Holder that remains  unclaimed for two years,  less one day
after the date the money was deposited with the Warrant Agent,  shall be paid to
the Company upon its request therefor.

          SECTION 20.  Compliance  with  Government  Regulations;  Qualification
under the Securities Laws.

          (a) The Company  covenants  that if the shares of  Preferred  Stock or
          Common  Stock  required  to be  reserved  for  purposes of exercise of
          Warrants require, under any federal or state law, registration with or
          approval  of any  governmental  authority  before  such  shares may be
          issued upon exercise or to allow the resale or transfer thereof by the
          Holders  generally,  the Company will, unless the Company has received
          an opinion of counsel to the effect that such registration is not then
          permitted  by such laws,  use  reasonable  best  efforts to cause such
          shares  to be duly so  registered  or  approved,  as the  case may be;
          provided  that in no event  shall such  shares of  Preferred  Stock or
          Common  Stock be issued,  and the  exercise of all  Warrants  shall be
          suspended,  for the  period  during  which  any such  registration  or
          approval is required for the issuance of such shares upon exercise but
          is not in effect; provided, further, that the Expiration Date shall be
          extended  one day for  each  day (or  portion  thereof)  that any such
          suspension is in effect. The Company shall promptly notify the Warrant
          Agent of any such  suspension,  and the  Warrant  Agent  shall have no
          duty,  responsibility  or  liability  in  respect  of  any  shares  of
          Preferred  Stock or  Common  Stock  issued or  delivered  prior to its
          receipt of such notice.  The Company shall promptly notify the Warrant
          Agent of the termination of any such suspension, and such notice shall
          set forth the number of days that the applicable Exercise Period shall
          be extended as a result of such suspension.  The foregoing  provisions
          of this Section 20 shall not require that the Company effect or obtain
          any such registration or approval of such shares of Preferred Stock or
          Common  Stock in order to allow the resale or transfer  thereof by any
          Person that may be an  underwriter  for  purposes  of Section  1145 of
          Chapter  11,  Title  11 of the  United  States  Code or to  whom  such
          registration or approval requirement is applicable as a result of that
          Person being an Affiliate of the Company or Marvel.

          (b) The Company  covenants that it shall,  until the expiration of one
          year after the final  Expiration Date of any Warrants,  make available
          adequate current public  information with respect to the Company so as
          to satisfy paragraph (c) of Rule 144 under the Securities Act.


731156.6
                                       23

<PAGE>



          (c) The Company  covenants that it shall use  commercially  reasonable
          efforts  to have the  Preferred  Stock  listed  on the New York  Stock
          Exchange,  subject  to  official  notice of  issuance  and  subject to
          satisfaction  of the Warrants  with listing  requirements,  as soon as
          practicable after the date hereof.

          SECTION 21.  Notices.  (a) Any notice pursuant to this Agreement to be
given by the Warrant Agent or by any Holder to the Company shall be deemed given
(x) if  delivered  personally,  then  at the  time of  delivery,  (y) if sent by
overnight  courier  service,  then at the time of delivery,  or (z) if mailed by
first-class,  certified or overnight  mail,  five (5) Business Days after having
been deposited in the mail with postage  prepaid,  in each case addressed (until
another address is filed in writing by the Company with the Warrant  Agent),  as
follows:

                        Marvel Enterprises, Inc.
                        685 Third Avenue
                        New York, New York 10017
                        Facsimile No.: 212-682-5272
                        Telephone: 212-588-5100
                        Attention: Corporate Secretary

          (b) In case the Company  shall fail to maintain  such office or agency
or shall  fail to give  such  notice  of the  location  or of any  change in the
location  thereof,  presentations  may be made and  notices  and  demands may be
served at the principal office of the Warrant Agent.

          (c) Any notice  pursuant to this  Agreement to be given by the Company
or by any Holder to the  Warrant  Agent shall be deemed  given (x) if  delivered
personally,  then at the  time of  delivery,  (y) if sent by  overnight  courier
service,  then  at the  time  of  delivery,  or (z) if  mailed  by  first-class,
certified or overnight  mail, five (5) Business Days after having been deposited
in the mail with postage prepaid,  in each case addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:

                     American Stock Transfer & Trust Company
                     40 Wall Street
                     New York, New York  10005

          (d) Any notice  pursuant to this  Agreement to be given by the Company
or by the Warrant  Agent to any Holder  shall be deemed  given (x) if  delivered
personally,  then at the  time of  delivery,  (y) if sent by  overnight  courier
service,  then  at the  time  of  delivery,  or (z) if  mailed  by  first-class,
certified or overnight  mail, five (5) Business Days after having been deposited
in the mail with postage  prepaid,  in each case addressed to the Holder at such
Holder's  address  as  shown  on the  Register.  Failure  to  mail a  notice  or
communication  to a Holder or any defect in it shall not affect its  sufficiency
with respect to other Holders.


731156.6
                                       24

<PAGE>



          (e) If a notice or  communication  is mailed  in the  manner  provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

          (f) If the  Company  mails a notice  or  communication  to a Holder or
Holders, it shall deliver a copy of such notice to the Warrant Agent at the same
time.

          SECTION 22.  Supplements and  Amendments.  The Company and the Warrant
Agent may from time to time  supplement  or amend  this  Agreement  without  the
approval  of any  Holders  in order  to cure  any  ambiguity  or to  correct  or
supplement any provision contained herein which may be defective or inconsistent
with any other provision  herein,  or to make any other  provisions in regard to
matters or questions  arising  hereunder which the Company and the Warrant Agent
may deem necessary or desirable and which shall not in any way adversely  affect
the interests of the Holders. Any amendment or supplement to this Agreement that
has an adverse  effect on the  interests of Holders,  including  supplements  or
amendments  referred to in the first  sentence of this Section 22, shall require
the written consent of Holders  representing a majority of the then  outstanding
Warrants.  The  consent  of each  Holder  affected  shall  be  required  for any
amendment pursuant to which the applicable  Exercise Price would be increased or
number  of  Warrant  Shares  purchasable  upon  exercise  of  Warrants  would be
decreased.

          SECTION 23.  Successors.  All the  covenants  and  provisions  of this
Agreement  by or for the benefit of the Company or the Warrant  Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

          SECTION 24. Termination. With respect to each series of Warrants, this
Agreement (other than the Company's obligations with respect to Warrants of such
series previously  exercised and with respect to  indemnification  under Section
18)  shall  terminate  at 5:00  p.m.,  New York  City  time,  on the  applicable
Expiration Date.

          SECTION 25. Governing Law. This Agreement and each Warrant Certificate
issued  hereunder shall be governed by and construed in accordance with the laws
of the State of Delaware.

          SECTION 26. Benefits of This Agreement.  (a) Nothing in this Agreement
shall be construed to give any person other than the Company,  the Warrant Agent
and the Warrantholders (or other respective  successors or assigns) any legal or
equitable right,  remedy or claim under this Agreement.  This Agreement shall be
for the sole and  exclusive  benefit of the Company,  the Warrant  Agent and the
Warrantholders (and other respective successors or assigns).

          (b) Prior to the exercise of the Warrants, no Holder as such, shall be
entitled  to any rights of a  stockholder  of the  Company,  including,  without
limitation,  the right to receive dividends or subscription rights, the right to
vote, to consent,  to exercise any  preemptive  right,  to receive any notice of
meetings of  stockholders  for the  election of  directors of the Company or any
other matter or to receive any notice of any proceedings of the Company,  except
as may be

731156.6
                                       25

<PAGE>



specifically  provided  for  herein.  No  provisions  hereof,  in the absence of
affirmative  action by the Warrantholder  hereof to purchase Warrant Shares, and
no  enumeration  herein of the rights or privileges of the  Warrantholder  shall
give  rise  to any  liability  of such  Warrantholder  as a  stockholder  of the
Company.

          (c) All rights of action in respect  of this  Agreement  are vested in
the  Holders,  and any Holder  without the  consent of the Warrant  Agent or the
Holder,  may, on such  Holder's  own behalf and for such  Holder's  own benefit,
enforce,  and may institute and maintain any suit, action or proceeding  against
the Company  suitable  to enforce,  or  otherwise  in respect of, such  Holder's
rights  hereunder,  including  the right to exercise,  exchange or surrender for
purchase such Holder's Warrants in the manner provided in this Agreement.

          SECTION 27. Counterparts. This Agreement may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together  constitute but one
and the same instrument.

          SECTION 28.  Headings.  The headings of the Sections of this Agreement
have been inserted for convenience of reference only, are not to be considered a
part  hereof  and  shall  in no way  modify  or  restrict  any of the  terms  or
provisions hereof.

          SECTION 29.  Severability.  Any term or provision of this Agreement or
the Warrants which is invalid or unenforceable in any jurisdiction  shall, as to
such  jurisdiction,   be  ineffective  to  the  extent  of  such  invalidity  or
unenforceability  without rendering invalid or unenforceable the other terms and
provisions  of this  Agreement  or the  Warrants or  affecting  the  validity or
enforceability  of any of the  terms  or  provisions  of this  Agreement  or the
Warrants in any other jurisdiction.



731156.6
                                       26

<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                          MARVEL ENTERPRISES, INC.


                          By:  /S/ WILLIAM H. HARDIE, III
                               ---------------------------------------
                          Name:     William H. Hardie, III
                          Title:    Executive Vice President, Business Affairs


                          AMERICAN STOCK TRANSFER & TRUST
                          COMPANY


                          By:  /s/ HERBERT J. LEMMER
                               ---------------------------------------
                          Name:     Herbert J. Lemmer
                          Title:    Vice President





731156.6
                                       27

<PAGE>



                                                                       EXHIBIT A

          EXERCISABLE   ON  OR  BEFORE   5:00   P.M.   NEW  YORK  CITY  TIME  ON
          -----------------.

Class B, Series __ No._______________                  Cusip No._______________

                                   _________________Class B, Series __ Warrants


                [Form of Class B, Series __ Warrant Certificate]

                            MARVEL ENTERPRISES, INC.

             (Incorporated under the laws of the State of Delaware)


          This Warrant  Certificate  certifies  that _________ or its registered
assigns,  is the  registered  holder  of Class B,  Series __  Warrants  expiring
__________  (the   "Warrants")  to  purchase  shares  of  Preferred  Stock  (the
"Preferred  Stock"), of Marvel  Enterprises,  Inc., a Delaware  corporation (the
"Company").  Each Warrant  entitles the  registered  holder upon exercise at any
time during  normal  business  hours after the date hereof and on or before 5:00
p.m.,  New York City  time,  on  _______________,  to receive  from the  Company
_________  fully paid and  nonassessable  shares of  Preferred  Stock (each such
share a "Warrant Share") at the initial exercise price (the "Exercise Price") of
$_______  per  share  payable  in  accordance  with the  terms,  provisions  and
conditions  of the Warrant  Agreement  referred  to on the  reverse  hereof upon
surrender of this Warrant  Certificate  and payment of the Exercise Price at the
office or agency of the Warrant Agent, but only subject to the terms, provisions
and conditions set forth herein and in the Warrant Agreement. The Exercise Price
and number of Warrant Shares  issuable upon exercise of the Warrants are subject
to adjustment  from time to time upon the occurrence of certain events set forth
in the Warrant Agreement.

          No Warrant may be exercised  after 5:00 p.m.,  New York City time,  on
___________  and, to the extent not exercised by such time,  such Warrants shall
become void.

          Reference  is hereby made to the further  provisions  of this  Warrant
Certificate  set forth on the reverse hereof and such further  provisions  shall
for all purposes have the same effect as though fully set forth at this place.

          The terms of this Warrant  Certificate are qualified in their entirety
by reference to the Warrant  Agreement  and, in the event of a conflict  between
the terms of this Warrant  Certificate  and the terms of the Warrant  Agreement,
the terms of the Warrant Agreement shall

                                       A-1
731156.6

<PAGE>



control the rights,  interests and  obligations  of the holders of the Warrants,
the Warrant Agent and the Company with respect to the Warrants.

          This Warrant  Certificate  shall not be valid unless  countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.

          This  Warrant  Certificate  shall  be  governed  by and  construed  in
accordance with the laws of the State of Delaware.

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed by a duly authorized Officer.

Dated:

                                          MARVEL ENTERPRISES, INC.


                                          By
                                             ----------------------------------
                                          Name:
                                          Title:


Countersigned:

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent


By
  ------------------------------------
         Authorized Signature



                                       A-2
731156.6

<PAGE>



                                 [REVERSE SIDE]

          The Warrants evidenced by this Warrant  Certificate are part of a duly
authorized  issue of Warrants  expiring on the  Expiration  Date  entitling  the
holder on exercise to receive  shares of Preferred  Stock of the Company and are
issued or to be issued pursuant to a Warrant Agreement dated as of _________ __,
1998 (the  "Warrant  Agreement"),  duly executed and delivered by the Company to
American Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent"),
which Warrant  Agreement is hereby  incorporated by reference in and made a part
of this  instrument  and is hereby  referred to for a description of the rights,
limitation  of rights,  obligations,  duties and  immunities  thereunder  of the
Warrant  Agent,  the Company and the holders  (the words  "holders"  or "holder"
meaning the registered holders or registered holders) of the Warrants. A copy of
the Warrant  Agreement may be obtained by the holder hereof upon written request
to the Company.  By  accepting  initial  delivery,  transfer or exchange of this
Warrant,  the duly registered holder shall be deemed to have agreed to the terms
of the Warrant Agreement as it may be in effect from time to time, including any
amendments or supplements duly adopted in accordance therewith.

          Payment  of the  Exercise  Price  may be made,  at the  option  of the
holder,  in cash by wire transfer or by certified or official bank check payable
to the order of the Company in  immediately  available  funds in lawful money of
the United States of America.

          Upon due  presentation  for  registration  of transfer of this Warrant
Certificate,  with or without other Warrant  Certificates,  at the office of the
Warrant Agent, a new Warrant  Certificate or Warrant  Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the
transferee(s)  in exchange for this Warrant  Certificate,  with or without other
Warrant  Certificates,  subject  to the  limitations  provided  in  the  Warrant
Agreement,  without  charge  except  for any tax or  other  governmental  charge
imposed in connection therewith.

          The Company and the  Warrant  Agent may deem and treat the  registered
holder(s)  thereof  as  the  absolute  owner(s)  of  this  Warrant   Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone),  for the purpose of any exercise  hereof,  of any  distribution  to the
holder(s)  hereof,  and for all other  purposes.  Neither the  Warrants nor this
Warrant Certificate entities any holder hereof to any rights of a stockholder of
the Company.



                                       A-3
731156.6

<PAGE>



                                SUBSCRIPTION FORM

          (To be executed  only upon  exercise of Warrants  represented  by this
Warrant Certificate)

To:      American Stock Transfer & Trust Company,
             as Warrant Agent
         40 Wall Street
         New York, New York  10005

          The undersigned  hereby irrevocably  exercises  [_____________] of the
Class B, Series __ Warrants represented by this Warrant Certificate and herewith
makes  payment in  accordance  with the terms and  conditions  specified in this
Warrant  Certificate  and in the Warrant  Agreement and surrenders  this Warrant
Certificate  and all right,  title and interest  therein to and directs that the
shares of Preferred  Stock of Marvel  Enterprises,  Inc. (the "Warrant  Shares")
deliverable  upon the exercise of such Class B, Series __ Warrants be registered
or placed in the name and at the address specified below and delivered thereto.

Dated:
                                        ---------------------------------------
                                        (Signature of Owner)


                                        ---------------------------------------
                                        (Street Address)


                                        ---------------------------------------
                                        (City)      (State)          (Zip Code)

                                        Signature Guaranteed By:


                                        ---------------------------------------


Securities and/or check or other property (including, if such number of Class B,
Series __ Warrants exercised shall not be all of the Class B, Series __ Warrants
evidenced by this Warrant Certificate, a new Warrant Certificate for the balance
remaining of such Class B, Series __ Warrants) to be issued or delivered to:

Name:

Street Address:

City, State and Zip Code:

Please insert social security or identifying number:

                                       A-4
731156.6

<PAGE>


                               FORM OF ASSIGNMENT

          For value received from the Assignee(s)  named below,  the undersigned
registered  Holder  of this  Warrant  Certificate  hereby  sells,  assigns,  and
transfers  unto the  Assignee(s)  named below  (including the  undersigned  with
respect to any Class B, Series __ Warrants  constituting  a part of the Class B,
Series __ Warrants  evidenced by this  Warrant  Certificate  not being  assigned
hereby) all of the right of the undersigned under this Warrant Certificate, with
respect to the number of Class B, Series __ Warrants set forth below:


                                         Social Security
                                             or other
Name of Assignee         Address          Identifying No.       No. of Warrants
----------------         -------         ---------------        ---------------






and does hereby irrevocably constitute and appoint the undersigned's attorney to
make such transfer on the books of maintained for the purposes,  with full power
of substitution in the premises.

Dated:

                                             ----------------------------------
                                             (Signature of Owner)


                                             ----------------------------------
                                             (Street Address)


                                             ----------------------------------
                                             (City)      (State)     (Zip Code)


                                             Signature Guaranteed By:


                                             ----------------------------------




                                       A-5
731156.6