SECOND AMENDMENT TO
                                CREDIT AGREEMENT
                          Dated as of November 6, 1998


     SECOND AMENDMENT, dated as of November 6, 1998 (the "Second Amendment"), to
Credit Agreement,  dated as of May 11, 1998 (as heretofore amended and as may be
from time to time supplemented and amended, the "Credit Agreement"), between THE
TOPPS COMPANY,  INC., a Delaware  corporation  (the  "Borrower"),  and THE CHASE
MANHATTAN  BANK, in its capacity as lender (in such capacity,  the "Lender") and
as Agent (in such capacity, the "Agent").

                                   WITNESSETH:

     WHEREAS,  on May 11, 1998,  the Borrower,  the Lender and the Agent entered
into the Credit Agreement;

     WHEREAS, the Borrower has requested that the Lender agree to modify certain
terms of the Credit  Agreement,  and the Lender has agreed to do so on the terms
and conditions set forth herein;

     WHEREAS, unless otherwise defined herein,  capitalized terms defined in the
Credit Agreement and used herein are used herein as therein defined.

     NOW  THEREFORE,   the  parties  to  this  Second  Amendment,  for  valuable
consideration  the receipt  and  sufficiency  of which are hereby  acknowledged,
hereto agree as follows:

     SECTION 1. AMENDMENT TO SECTION 1.01.  Section 1.01 of the Credit Agreement
is hereby amended by amending and restating the defined term  "Applicable  Rate"
as follows:

          "Applicable Rate" means, for any day (a) with respect to any
          Eurodollar Loan, 2.25% per annum, or (b) with respect to the
          commitment fees payable hereunder, 1/2 of 1% per annum.

     SECTION 2.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower and each of the
Guarantors hereby represents and warrants that:

          (a) each of the  representations  and warranties  contained in Article
     III of the Credit Agreement and in each of the other Loan Documents is true
     and correct (provided that any  representations  and warranties which speak
     to a specific date shall remain true and correct as of such specific date);

          (b) after giving effect to this Second Amendment, there does not exist
     a Default or an Event of Default as of the date hereof;

          (c) the  execution,  delivery and  performance by the Borrower of this
     Second Amendment (i) are within the corporate powers of the Borrower,  (ii)
     have been duly  authorized  by all  necessary  corporate  and, if required,
     stockholder  action,  and (iii) (A) do not  require any consent or approval
     of,  registration or filing with, or any other action by, any  Governmental
     Authority,  except such as have been obtained or made and are in full force

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     and effect and except filings  necessary to perfect Liens created under the
     Loan  Documents,  (B) will not violate any  applicable law or regulation or
     the charter,  by-laws or other organizational  documents of the Borrower or
     any of its  Subsidiaries or any order of any  Governmental  Authority,  (C)
     will not violate or result in a default under any  indenture,  agreement or
     other  instrument  binding upon the Borrower or any of its  Subsidiaries or
     its assets, or give rise to a right thereunder to require any payment to be
     made by the Borrower or any of its Subsidiaries, and (D) will not result in
     the creation or  imposition of any Lien on any asset of the Borrower or any
     of its Subsidiaries, except Liens created under the Loan Documents.

          (d) This Second  Amendment has been duly executed and delivered by the
     Borrower.
 
          (e) This Second Amendment is the legal,  valid and binding  obligation
     of the Borrower,  enforceable  against the Borrower in accordance  with its
     terms.

     SECTION  3.  CONDITIONS  PRECEDENT.  This  Second  Amendment  shall  become
effective  when the  Agent  shall  have  received  counterparts  of this  Second
Amendment executed by each of the Borrower, the Lender and the Agent.

     SECTION 4. CONTINUOUS  EFFECT. The terms of this Second Amendment shall not
operate  as a waiver by the Agent or the  Lender,  or  otherwise  prejudice  the
rights,  remedies or powers of the Agent or the Lender under the Loan  Documents
or under applicable law. Except as expressly  provided herein:  (x) no terms and
provisions  of the  Loan  Documents  are  modified  or  changed  by this  Second
Amendment; and (y) the terms and provisions of the Loan Documents shall continue
in full force and effect.

     SECTION 5.  SEVERABILITY.  The  provisions  of this  Second  Amendment  are
intended  to be  severable.  If for any  reason  any  provision  of this  Second
Amendment  shall be held  invalid  or  unenforceable  in whole or in part in any
jurisdiction,  such provision shall, as to such jurisdiction,  be ineffective to
the  extent  of  such  invalidity  or  unenforceability  without  in any  manner
affecting the validity or  enforceability  thereof in any other  jurisdiction or
the remaining provisions hereof in any jurisdiction.

     SECTION 6.  COUNTERPARTS.  This  Second  Amendment  may be  executed in any
number of counterparts, all of which taken together shall constitute one and the
same  instrument,  and any party  hereto may execute  this Second  Amendment  by
signing any such counterpart.

     SECTION  7.  INTEGRATION.  This  Second  Amendment  sets  forth the  entire
agreement  among the parties hereto  relating to the  transactions  contemplated
thereby and supersedes any prior oral or written  statements or agreements  with
respect to such transactions.

     SECTION 8.  GOVERNING LAW. THIS SECOND  AMENDMENT  SHALL IN ALL RESPECTS BE
CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

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


                                            THE TOPPS COMPANY, INC.

                                            By:_______________________
                                              Name:  Catherine Jessup
                                              Title:  VP - CFO




                                            THE CHASE MANHATTAN BANK,
                                            individually and as Agent,

 
                                            By:___________________________
                                              Name:  Christopher L. Murtha
                                              Title:    Vice President
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