EMPLOYMENT AGREEMENT

EXHIBIT 10.35

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of March 13, 2006, between Marvel Entertainment, Inc., a Delaware corporation (the "Company") and John N. Turitzin (the "Executive").

WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to accept such employment, on the terms and conditions set forth in this Agreement; and

WHEREAS, the employment agreement between the Company and the Executive dated February 24, 2004 has expired.

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.1           Employment, Duties . The Company hereby employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company as Executive Vice President, Chief Administrative Officer and General Counsel, or in such other executive position as may be mutually agreed upon by the Company and the Executive. The Executive shall report to the Company's Chief Executive Officer and Board of Directors and shall perform such other duties consistent with such positions as may be assigned to the Executive by the Company's Chief Executive Officer or the Board of Directors.

1.2           Acceptance . The Executive hereby accepts such employment and agrees to render the services described above. During the Term, the Executive agrees to serve the Company faithfully and to the best of the Executive's ability, to devote the Executive's entire business time, energy and skill to such employment and to use the Executive's professional efforts, skill and ability to promote the Company's interests. The Executive further agrees to accept election, and to serve during all or any part of the Term, as an officer or director of the Company and of any subsidiary or affiliate of the Company, without any compensation therefor other than that specified in this Agreement, if elected to any such position by the shareholders or by the Board of Directors of the Company or of any subsidiary or affiliate, as the case may be. Unless otherwise agreed to in writing by the Company and the Executive, the Executive shall upon the expiration of the Term, immediately resign any such officer or director position.

1.3           Location . The duties to be performed by the Executive hereunder shall be performed primarily at the principal executive office of the Company in New York City, subject to customary travel requirements on behalf of the Company.

2.1           The Term . The term of the Executive's employment under this Agreement (the "Term") shall commence on March 13, 2006 (the "Effective Date") and shall end on March 12, 2008 (the "Expiration Date"). The Term shall end earlier than the Expiration Date if sooner terminated pursuant to Section 4 hereof.

3.1           Salary . As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay the Executive during the Term a base salary, payable bi-weekly in arrears, at the annual rate of Five Hundred Twenty Thousand Dollars ($520,000), less such deductions or amounts to be withheld as required by applicable law and regulations and deductions authorized by the Executive in writing. The Executive's base salary shall be reviewed no less frequently than annually by the Board of Directors in accordance with the policies and procedures that apply to other senior executives of the Company in order to determine whether any change to the Executive’s base salary is warranted; provided, however, that under no circumstances will the Executive’s base salary be less than the amount payable as of the Effective Date. The Executive's base salary as in effect from time to time is referred to in this Agreement as the "Base Salary".

3.2         Bonus . In addition to the amounts to be paid to the Executive pursuant to Section 3.1 hereof, the Executive will be entitled to receive a cash bonus based in whole or in part upon the attainment of performance goals set by the Board of Directors (the "Bonus Performance Goals"). The Executive's target annual bonus amount shall be 50% of his Base Salary received for the year. Each annual bonus shall be paid when annual bonuses are paid generally to the Company's other senior executive officers but in no event later than the ninetieth day of the next calendar year.

3.3           Business Expenses . The Company shall pay for or reimburse the Executive for all reasonable expenses actually incurred by or paid by the Executive during the Term in the performance of the Executive's services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as the Company customarily may require of its officers.

3.4           Vacation . During the Term, the Executive shall be entitled to a vacation period or periods of four (4) weeks per year taken in accordance with the vacation policy of the Company during each year of the Term. Vacation time not used by the end of a calendar year shall be forfeited.

3.5           Fringe Benefits . During the Term, the Executive shall be entitled to all benefits for which the Executive shall be eligible under any qualified pension plan, 401(k) plan, group insurance or other so-called "fringe" benefit plan which the Company provides to its employees generally, together with executive medical benefits for the Executive, as from time to time in effect for executive employees of the Company generally.

3.6         Additional Benefits . During the Term, the Executive shall be entitled to such other benefits as are specified in Schedule I to this Agreement.

4.1           Death . If the Executive shall die during the Term, the Term shall terminate immediately.

4.2           Disability . If during the Term the Executive shall become physically or mentally disabled, whether totally or partially, such that the Executive is unable to perform the Executive's principal services hereunder for (i) a period of four (4) consecutive months or (ii) for shorter periods aggregating four (4) months during any twelve month period, the Company may at any time after the last day of the four (4) consecutive months of disability or the day on which the shorter periods of disability shall have equaled an aggregate of four (4) months, by written notice to the Executive (but before the Executive has recovered from such disability), terminate the Term.         

4.3           Cause . The Term may be terminated by the Company upon notice to the Executive upon the occurrence of any event constituting “Cause” as defined herein. For purposes of this Agreement, the term “Cause” shall mean any of the following: (A) the Executive’s indictment for, or conviction (including conviction upon a plea of nolo contendere ) of, a felony or a crime involving theft, fraud, dishonesty or moral turpitude; (B) the Executive’s failure (except as a result of illness or injury) to perform employment duties reasonably requested by the Company or any affiliate that continues for five (5) business days after notice from the Company of such failure to perform said employment duties, specifying that the failure constitutes Cause; (C) the Executive’s engaging in conduct constituting embezzlement, willful assistance to a competitor, fraud, misappropriation, material violation of the Company's anti-discrimination, equal employment opportunity, prohibition against harassment or similar policies or material violation of the Company’s insider trading policy or corporate code of business conduct and ethics; (D) the Executive’s failure (including, but not limited to, the Executive’s refusal to be deposed or to provide testimony at any trial or inquiry) to cooperate, if requested by the Board of Directors, with any investigation or inquiry, whether internal or external, into the Executive’s or the Company’s business practices; (E) the Executive’s possession on the Company's premises of any prohibited drug or substance that would amount to a criminal offense; (F) the Executive’s gross misconduct or gross negligence in connection with the business of the Company or any affiliate; or (G) the Executive’s material breach of this Agreement.

4.4           Permitted Termination by the Executive . The Term may be terminated by the Executive upon notice to the Company of any event constituting "Good Reason" as defined herein. As used herein, the term "Good Reason" means the occurrence of any of the following, without the prior written consent of the Executive: (i) assignment of the Executive to duties materially inconsistent with the Executive's positions as described in Section 1.1 hereof, or any significant diminution in the Executive's duties or responsibilities, other than in connection with

the Executive’s disability; (ii) any material breach of this Agreement by the Company which is continuing; or (iii) a change in the location of the Executive's principal place of employment to a location more than fifty (50) miles from the location specified in Section 1.3 hereof; provided , however , that the Executive shall not be deemed to have Good Reason unless (a) within thirty (30) days after the occurrence of the event in question, the Executive gives the Company written notice that the specified event has occurred, making specific reference to this Section 4.4 and requesting the Company to cure the event, and (b) the Company fails to cure the event within thirty (30) days of receipt of such notice.

4.5           Severance . (a)  If the Term is terminated pursuant to Section 4.1, 4.2 or 4.3 hereof, or by the Executive other than pursuant to Section 4.4, the Executive shall be entitled to receive his Base Salary, benefits and reimbursements provided hereunder at the rates provided in Sections 3.1, 3.5 and 3.6 hereof to the date on which such termination shall take effect. In addition, if the Term is terminated pursuant to Section 4.1 or 4.2, the Executive shall also be entitled to receive any bonus which has been awarded under Section 3.2 in respect of a previously completed fiscal year but which has not yet been paid and a pro rata portion (based on time) of the annual bonus for the year in which the termination date occurs (a "Pro Rata Bonus"), and all equity arrangements provided to the Executive hereunder or under any employee benefit plan of the Company shall immediately vest and shall remain exercisable for ninety days. The Pro Rata Bonus to which the Executive is entitled, if any, shall be determined by reference to the attainment of the performance goals referred to in Section 3.2 as of the end of the fiscal year in which termination of employment occurs and shall be paid when bonuses in respect of that year are generally paid to the Company's other executives but in no event later than the ninetieth day of the next fiscal year.

(b)          Except as provided in Section 4.5(c), if the Term is terminated by the Executive pursuant to Section 4.4 or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, the Company shall continue thereafter to provide the Executive:

(i) payments of Base Salary in the manner and amounts specified in Section 3.1 until the twelve (12) month anniversary of the date of termination,

(ii) if termination occurs at any time after a bonus has been awarded under Section 3.2 in respect of a previously completed fiscal year and prior to the time that the bonus has been paid, the amount of that bonus,

(iv) group health and welfare benefits in the manner and amounts specified in Section 3.5 (except that the Executive shall not remain on the Company’s group health plan(s) as an employee but shall be reimbursed, by the Company and for each pay period during the applicable period, for any amounts actually paid by the Executive for COBRA health benefits in excess of the amount of the Executive’s per-pay-period payment for group health insurance immediately prior to termination) until the earlier of the Expiration Date, the period

ending on the date the Executive begins work as an employee or consultant for any other entity or twelve (12) months after the date of termination.

In addition, all equity arrangements provided to the Executive hereunder or under any employee benefit plan of the Company shall continue to vest for the period specified in clause (iv) of this Section 4.5(b) (unless vesting is accelerated upon the occurrence of a Third Party Change in Control as described in Section 4.5(d)) and shall remain exercisable for ninety days after the end of that period. Bonuses payable pursuant to this Section 4.5(b), other than the Pro Rata Bonus, shall be payable in the manner described in Section 3.2. The Pro Rata Bonus to which the Executive is entitled, if any, shall be paid within the time period provided in Section 4.5(a). All of the Executive’s rights under this Section 4.5(b) shall be contingent on the Executive’s execution of the Company’s standard general release agreement as then in effect and such release becoming irrevocable. The Executive shall have no duty or obligation to mitigate the amounts or benefits required to be provided pursuant to this Section 4.5(b), nor shall any such amounts or benefits be reduced or offset by any other amounts to which Executive may become entitled; provided, that if the Executive becomes employed by a new employer or self-employed prior to the earlier of the Expiration Date or twelve (12) months after the date of termination, the Base Salary payable to the Executive pursuant to this Section 4.5(b) shall be reduced by an amount equal to the amount earned from such employment with respect to that period (and the Executive shall be required to return to the Company any amount by which such payments pursuant to this Section 4.5(b) exceed the Base Salary to which the Executive is entitled after giving effect to that reduction) and, if the Executive becomes eligible to receive medical or other welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits provided under this Section 4.5(b) shall be terminated. As a condition to the Executive receiving the payments under Section 4.5(b), the Executive agrees to permit verification of his employment records and Federal income tax returns by an independent attorney or accountant, selected by the Company but reasonably acceptable to the Executive, who agrees to preserve the confidentiality of the information disclosed by the Executive except to the extent required to permit the Company to verify the amount received by Executive from other active employment. Any payments of Base Salary received by the Executive to which the Executive is not entitled under this Section 4.5(b) shall be returned by the Executive to the Company within ten (10) days of receipt. Any amounts not so returned by the Executive shall accrue interest at an annual rate of 20% or, if lower, the highest interest rate allowable under applicable law.

(c)         If the Term is terminated by the Executive pursuant to Section 4.4, or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, and, in any such event, the termination shall occur upon or within twelve (12) months following the occurrence of a Third Party Change in Control (as defined in Section 4.5(d)) or in contemplation of a Third Party Change in Control, the Company shall thereafter provide the Executive (i) an amount equal to two (2) times the sum of (x) the then current Base Salary and (y) the average of the two most recent annual bonuses paid (treating any annual bonus which is not paid as a result of the Executive's failure to attain the Bonus Performance Goals as having been paid in an amount equal to zero) to the Executive during the Term (or if only one annual bonus has been paid, the amount of that annual bonus, to be paid in a lump sum within 30 days after the date of termination), and (ii) benefits in the manner and amounts specified in Section 3.5 until twelve

(12) months after the date of termination or, with respect to medical and other welfare benefits, when the Executive becomes eligible to receive medical or other welfare benefits under another employer provided plan if sooner than twelve (12) months after the date of termination. In addition, all equity arrangements provided to the Executive hereunder or under any employee benefit plan of the Company shall continue to vest until twelve (12) months after the date of termination unless vesting is accelerated upon the occurrence of the Third Party Change in Control as described in subparagraph (d) below.

(d)         For purposes of this Agreement, a Third Party Change in Control shall be deemed to have occurred if (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than an Excluded Person or Excluded Group (as defined below) (hereinafter, a "Third Party"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which the shareholders of the Company immediately prior to such transaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity's outstanding securities entitled to vote in the election of directors of the surviving entity or (iii) all or substantially all of the assets of the Company are acquired by a Third Party. "Excluded Group" means a "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that includes one or more Excluded Persons; provided that the voting power of the voting stock of the Company "beneficially owned" (as such term is used in Rule 13d-3 promulgated under th