Created around the characters represented in Marvel's hit animated series "X-Men: Evolution airing on the Kids' WB!, the promotion features collectible figures and innovative 3" mini CD-ROMs. The mini CD-ROMs contain comic book content known as "Dot-Comics" that will allow Big Kids to see their favorite X-Men Evolution character in a fun comic book adventure as well as enjoy cool superhero training games and other fun activities.

Bolstered by a comprehensive television ad campaign and eye-catching in-restaurant merchandising, the program will run from December 31, 2001 through January 27, 2002.

"This is the highest quality Kids' Meal premium I have ever seen," said Russ Brown, senior vice president, consumer products, promotions and media sales for Marvel Enterprises, Inc. "It offers consumers stimulation on all levels by utilizing the multimedia capabilities of a CD-ROM along with the historically popular collectible figure. The broad-based appeal of the X-Men characters is at an all-time high, due to the success of the X-Men movie, X-Men comics, and of course the top-rated animated series X-Men: Evolution. This partnership with Burger King Corporation is a perfect opportunity to capitalize on this buzz."

The BURGER KING� X-Men Evolution promotion will feature eight authentically crafted X-Men figures -- molded after the popular characters Cyclops, Wolverine, Nightcrawler, Rogue, Toad, Quicksilver, Mystique and Magneto -- each delivered with its own individual base and mini CD-ROM. The base doubles as a viewfinder that will enable viewers to learn more about the corresponding character. The mini CD-ROM component will fully immerse users in the X-citing X-Men universe through several enthralling extras:

• Marvel Dot-Comics -- Created especially for BURGER KING(R) customers by Marvel, this is the first-ever execution of its kind and Burger King Corporation is the first fast-food chain to offer mini CD-ROMs in its Kids' Meals. The 3" Mini CD-ROM contains exclusive comic book content known as "Dot-Comics" which offer Big Kids the chance to see their favorite X-Men Evolution character via this innovative electronic comic book format, that was introduced on Marvel.com to an overwhelming response from fans.
  
• TV Clips -- Watch an actual portion of the X-Men: Evolution animated series. The segment on each disc will spotlight the character represented in the premium.
  
• Games -- Play one of several fun and entertaining X-Men themed interactive games and activities.
  
• Downloads -- Access X-Men bookmarks or install vibrant X-Men desktop wallpaper and screensavers.
  

Brian Gies, director, youth & family marketing for Burger King Corporation added, "This is a unique promotion we've developed to capitalize on toys and technology allowing us to surprise and delight our Big Kids with a great toy and multimedia adventure. We feel that the Marvel Universe is the perfect vehicle to bring this to fruition. There is such depth in the X-Men environment that it was easy to create a fully stocked CD-ROM."

With a library of over 4,700 proprietary characters, Marvel Enterprises, Inc. is one of the world's most prominent character-based entertainment companies. Marvel's operations are focused in five divisions: entertainment (Marvel Studios), licensing, toys (Toy Biz), comic book publishing and Internet/New Media.

Marvel facilitates the creation of entertainment projects, including feature films, television, home video and the Internet, based on its characters and also licenses its characters for use in a wide range of consumer products and services including video and computer games, apparel, collectibles, snack foods and promotions. Marvel's characters and plot lines are created by its comic book division which continues to maintain a leadership position in the U.S. and worldwide while also serving as an invaluable source of intellectual property. For additional information visit the Marvel web site at http://www.marvel.com.

Burger King Corporation was founded in 1954 and created the American icon, the HOME OF THE WHOPPER�, in 1957. The company and its franchisees operate more than 11,370 restaurants in all 50 states and 58 countries and international territories around the world, with more than 92% of BURGER KING� restaurants owned and operated by independent franchisees. Since the company's founding in Miami in 1954, the BURGER KING� brand has become recognized for great flame-broiled taste and HAVE IT YOUR WAY� food customization. In fiscal year 2001, the BURGER KING� system had system-wide sales of $11.2 billion. Burger King Corporation is a part of Diageo, the international food and drinks company. To learn more about the BURGER KING� system, please visit the company's website at www.burgerking.com.