AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     AMENDED AND RESTATED EMPLOYMENT  AGREEMENT (the "Agreement"),  effective as
of the 1st day of June, 2001, by and between THE TOPPS COMPANY, INC., a Delaware
corporation (the  "Company"),  and ARTHUR T. SHORIN, a resident of New York (the
"Executive").



                              W I T N E S S E T H:

     WHEREAS,  the  Executive  and the  Company  are  parties  to an  employment
agreement  originally  effective as of October 28, 1991, as amended from time to
time (the "Employment Agreement");

     WHEREAS,  pursuant to Section 16 of the Employment  Agreement,  the parties
may amend the Employment Agreement by written instrument;

     WHEREAS,  the  Executive  and the  Company  desire to amend the  Employment
Agreement  to set forth the terms on which  the  Executive  will  serve as Chief
Executive Officer of the Company through May 31, 2003;

     WHEREAS,  the  Executive is willing to continue to serve the Company on the
terms and conditions herein provided;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
promises and covenants  herein  contained,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     Section 1. EMPLOYMENT

     The Company  agrees to employ the  Executive  and the  Executive  agrees to
serve the Company on the terms and conditions set forth herein.

     Section 2. TERM

     This Agreement shall have a two-year term (the "Initial Term"), which shall
commence as of the date first above  written (the  "Effective  Date") and end on
May 31,  2003,  unless  terminated  earlier  as  provided  in  Section 6 hereof.
Notwithstanding  the  foregoing,  the  Initial  Term  of  this  Agreement  shall
automatically be extended on the "Renewal Terms", as defined in subsection 7(d),
unless  either party has given the other a notice of intention  not to extend in
accordance with subsection 7(d).



<PAGE>

     Section 3. POSITION AND DUTIES

     (a) The Executive shall serve as sole President and Chief Executive Officer
of the Company and shall perform such duties and exercise such  supervision  and
powers  over and with  regard to the  business  of the Company as are similar in
nature to those duties and services customarily  associated with the position of
Chief  Executive  Officer,  as well as such other similar duties and services as
may be reasonably  prescribed from time to time by the Board of Directors of the
Company (the  "Board").  The Executive  shall perform such duties to the best of
his ability and in a diligent and proper manner.

     (b)  Subject  to the next  succeeding  sentence,  except  during  customary
vacation  periods  and  periods of  illness,  the  Executive  shall,  during his
employment hereunder,  devote substantially his full business time and attention
to the performance of services for the Company.  The Company hereby acknowledges
that the  Executive  shall be  permitted  to devote a  reasonable  amount of his
business time,  consistent with his duties to the Company,  to the management of
personal and family interests.

     Section 4. PLACE OF PERFORMANCE

     In connection with the Executive's employment by the Company, the Executive
shall be based at the principal  executive offices of the Company located in New
York, New York, except for reasonably necessary travel on the Company's business
and in connection with the performance of his duties hereunder.

     Section 5. COMPENSATION AND RELATED MATTERS

     (a) Base Salary.  During the term of this Agreement,  the Company shall pay
to the Executive a base salary ("Base  Salary") at a rate of $985,000 per annum,
which  may be  increased  from  time  to  time  in the  sole  discretion  of the
Compensation Committee of the Board (the "Committee"). Base Salary shall be paid
in equal installments in accordance with normal payroll practices of the Company
but not less  frequently  than  monthly.  Base Salary  payments  (including  any
increased Base Salary  payments)  hereunder shall not in any way limit or reduce
any  other  obligation  of the  Company  hereunder,  and no other  compensation,
benefit or payment  hereunder shall in any way limit or reduce the obligation of
the Company to pay the Executive's Base Salary hereunder.

     (b) Extension  Bonus. As soon as practicable  following the Effective Date,
the Company shall pay the Executive an extension bonus equal to $500,000.

     (c) Expenses.  During the term of this  Agreement,  the Executive  shall be
entitled to receive  prompt  reimbursement  from the  Company of all  reasonable
expenses  incurred by the Executive in promoting the business of the Company and
in  performing  services  hereunder,   including  all  expenses  of  travel  and
entertainment  and living  expenses  while away from home on  business or at the
request of and in the service of the Company,  provided  that such  expenses are
incurred and  accounted  for in  accordance  with the  policies  and  procedures
established by the Company from time to time.


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<PAGE>

     (d) Other Benefits.

          (i) Nothing  contained  herein shall affect  adversely the Executive's
     right to  participate  in any of the  Company's  employee  pension,  profit
     sharing,  tax-deferred  savings  and welfare  benefit  plans  provided  for
     employees  generally  (other than  severance  plans),  or in any  executive
     compensation  arrangements  (including,  without  limitation,  Company-paid
     medical  insurance and medical  expense  reimbursement  plans,  and cash or
     equity-based  incentive  compensation  plans) in which any of the executive
     officers of the Company are  entitled  to  participate  (collectively,  the
     "Company  Compensation  Plans"),  but  the  benefits  provided  under  this
     Agreement shall be in lieu of all other benefits provided under any Company
     severance plan.  Except as otherwise  provided  herein,  during the term of
     this  Agreement,  the  Executive  shall be entitled to  participate  in all
     Company  Compensation  Plans on a basis which is no less favorable than for
     other  senior  executive  officers of the Company  and  thereafter,  to the
     extent  post-termination  benefits  are  required  under  the  terms of the
     respective Company Compensation Plans.

          (ii) During the term of this  Agreement,  the  Executive  shall not be
     eligible to participate in the Company's group term life insurance program.
     The Executive  shall be eligible to participate in the Company's  Long-Term
     Disability  Insurance  Plan in accordance  with its terms as in effect from
     time to time during the term of this Agreement (the "LTD Plan").

          (iii)  The  Company  and the  Executive  agree  that  nothing  in this
     Agreement  shall  preclude the Company  from  amending or  terminating  any
     Company  Compensation  Plan whether now or hereinafter in effect,  it being
     the intent of the parties that the Executive  shall continue to be entitled
     during the  Executive's  term of employment to benefits  under such Company
     Compensation  Plans at least equal to those under which he is covered as of
     the date of execution of this  Agreement.  Nothing in this Agreement  shall
     operate  as,  or  be  construed  to  authorize,  a  reduction  without  the
     Executive's written consent of the level of such benefits;  in the event of
     any such  reduction,  by  amendment  or  termination  of any  such  Company
     Compensation  Plan, the Executive  shall continue to be entitled to receive
     from the Company during the term of this Agreement  benefits at least equal
     in value to the benefits to which the  Executive  would have been  entitled
     under  such  Company  Compensation  Plans if such  reduction  had not taken
     place.

     (e) Bonus Compensation. For each fiscal year of the Company during the term
of  this  Agreement,  the  Executive  shall  be  eligible  for  a  target  bonus
opportunity  which is no less  favorable  than that  provided  for other  senior
executive officers of the Company.  Determination of the Executive's bonus shall
be based on the same  objectives  used for  determining  bonus payouts for other
senior executives of the Company.

     (f) Option Awards.  Future grants of options to the Executive shall be made
under the Company's option plans at the discretion of the Committee.

     (g) Other  Incentive  Compensation  Arrangements.  During  the term of this
Agreement,  without  limitation upon the rights  otherwise  conferred under this
Section, the Executive shall be entitled to participate in all newly-implemented
equity or cash-based  incentive  compensation  arrangements on the same basis as
other senior executive officers of the Company.


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<PAGE>

     (h)  Supplemental  Pension  Agreement.  Not  later  than  thirty  (30) days
following the execution of this  Agreement,  the parties hereto shall enter into
the Amended and  Restated  Supplemental  Pension  Agreement  (the  "Supplemental
Pension  Agreement"),  which  shall  then be  attached  hereto as  Exhibit A, to
incorporate  in one  document  the terms of  Executive's  existing  supplemental
pension agreement dated May 19, 1986, as amended through June 1, 2001.

     (i) Vacations.  During the term of this  Agreement,  the Executive shall be
entitled  to the number of paid  vacation  days in each  calendar  year,  and to
compensation  in  respect  of earned but unused  vacation  days,  determined  in
accordance with the Company's  vacation policy as in effect immediately prior to
the execution of this Agreement.

     (j) Services Furnished; Perquisites. During the term of this Agreement, the
Company shall furnish the Executive  with office space,  secretarial  assistance
and such other  facilities,  services and  perquisites as are being furnished to
the  Executive  immediately  prior to the date of this  Agreement or as shall be
suitable to the  Executive's  position and adequate for the  performance  of his
duties as set forth in Section 3.

     Section 6. TERMINATION

     The Executive's  employment  hereunder may be terminated without any breach
of this Agreement only under the following circumstances:

     (a) Death or Disability.

          (i) The  Executive's  employment  hereunder  shall  terminate upon his
     death.

          (ii) If the Executive shall have been unable to perform his duties due
     to physical or mental illness for a period of six  consecutive  months,  or
     for  a  period  of  six  months   within  any  twelve  month  period  then,
     notwithstanding  the  provisions  of Section 2, the Company may at any time
     after  the  end of the  applicable  period  of  nonperformance  give to the
     Executive a Notice of Termination  (as defined in subsection  6(e)) and his
     employment  hereunder  shall  terminate on the date  provided in subsection
     6(f).

     (b) Cause. The Company may terminate the Executive's  employment  hereunder
at any time for Cause.  For purposes of this  Agreement,  the Company shall have
"Cause" to terminate the Executive's  employment hereunder upon (A) the engaging
by the Executive in willful  misconduct  which is  demonstrably  and  materially
injurious to the Company,  or (B) the  conviction  of the  Executive of a felony
involving moral  turpitude with all appeals  related to such  conviction  having
been exhausted.  For purposes of this  paragraph,  no act, or failure to act, on
the Executive's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without  reasonable belief that his action or
omission was in the best  interest of the Company.  The  Executive  shall not be
deemed to have been  terminated for Cause unless the Company shall have given or
delivered to the  Executive (i)  reasonable  notice (the  "Preliminary  Notice")
setting  forth,  in  reasonable  detail the facts and  circumstances  claimed to
provide a basis for termination for Cause, (ii) an opportunity for the Executive
to cure any action alleged as the basis for termination  under clause (A) above,
(iii) a reasonable opportunity for the Executive,  together with his counsel, to


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<PAGE>

be heard before the Board, and (iv) a Notice of Termination stating that, in the
good faith  opinion of not less than a majority of the entire  membership of the
Board,  the  Executive  was  guilty of conduct  set forth in clauses  (A) or (B)
above,  and specifying the  particulars  thereof in detail.  Upon receipt of the
Preliminary Notice, the Executive shall have thirty (30) days in which to appear
before  the  Board  with  counsel,  or take  such  other  action  as he may deem
appropriate, and such thirty (30) day period is hereby agreed to as a reasonable
opportunity for the Executive to be heard.

     (c)  Termination  by the  Executive  for Good  Reason.  The  Executive  may
terminate his employment  hereunder at any time for Good Reason. For purposes of
this Agreement,  "Good Reason" shall mean (A) a failure by the Company to comply
with any material  provision of this Agreement  including,  without  limitation,
sub-section  13(c)  hereof,  which has not been cured within ten (10) days after
notice of such noncompliance has been given by the Executive to the Company, (B)
the assignment to the Executive by the Company of duties  inconsistent  with the
Executive's  position,  authority,  duties,  responsibilities or status with the
Company as in effect  immediately  after the date of execution of this Agreement
including,  but not  limited  to, any  reduction  whatsoever  in such  position,
authority,  duties,  responsibilities  or status, or a change in the Executive's
titles or offices,  as then in effect,  or any removal of the Executive from, or
any  failure to reelect  the  Executive  to,  any of such  positions,  except in
connection  with the  termination  of his  employment  on  account of his death,
disability,  or for Cause, (C) any reduction in compensation or benefits without
the Executive's  prior written consent,  (D) the requirement of excessive travel
on the part of the  Executive,  (E) a relocation by the Company of the Company's
principal executive offices or of the Executive's  principal place of employment
to any location outside the Borough of Manhattan,  (F) any other material change
in the  conditions of employment if the Executive  determines in good faith that
his customary duties can no longer be performed  because of the change,  (G) any
purported  termination  of the  Executive's  employment  which  is not  effected
pursuant to a Notice of Termination  satisfying the  requirements  of subsection
6(h) hereof or, in the case of a termination allegedly for "Cause",  which fails
to satisfy  the  requirements  of clauses (i) through  (iv) of  subsection  6(b)
hereof (and for purposes of this  Agreement no such  purported  termination  for
Cause shall be effective), or (H) the occurrence of a "Change in Control" of the
Company,  as  defined  in  Section 8 of the Option  Plan,  except  that,  (i) in
determining  whether a Change in Control has  occurred,  the fact that the Board
may have previously approved the acquisition of voting securities,  or tender or
exchange  offer  for the  purchase  of the  Company's  common  stock,  shall  be
disregarded  and (ii)  such  event  shall  only be an event of Good  Reason if a
Notice of Termination as a result of such event is given by the Executive to the
Company within 24 months after the occurrence thereof.

     (d)  Termination by the Executive on Account of  Retirement.  The Executive
may  terminate  his  employment  by reason of his  retirement by delivery to the
Company of written  notice,  no later than seven  months prior to the end of the
Initial Term (i.e., by November 1, 2002),  indicating his intention to retire on
May 31, 2003.  Any such  retirement  shall be treated as having been approved by
the Company and the  Committee  for purposes of all Company  plans and executive
compensation agreements.


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<PAGE>

     (e)  Termination  by the Executive  without Good Reason.  The Executive may
terminate his employment without Good Reason at any time.

     (f)  Termination by the Company without Cause The Company may terminate the
Executive's employment without Cause at any time.

     (g) Certain  Terminations  Treated as on Account of Retirement.  Solely for
purposes of determining the Executive's  rights under the Company's option plans
and other  compensation  plans that  determine  benefits  in whole or in part by
reference to whether the Executive has retired, a termination of the Executive's
employment  pursuant to subsection  6(c),  subsection  6(e) and subsection  6(f)
shall  also be  treated as on  account  of  Retirement  with the  consent of the
Company  and the  Committee.  This  subsection  6(g) shall not apply  unless the
Executive  complies  with  his  obligations  under  Sections  11  and  12 of the
Agreement.

     (h) Notice of Termination. Any termination of the Executive's employment by
the  Company or by the  Executive  shall be  communicated  by written  Notice of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of  Termination"   shall  mean  a  notice  which  shall  indicate  the  specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances,  if any,  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.

     (i)  Date of  Termination.  "Date  of  Termination"  shall  mean (i) if the
Executive's  employment is terminated by his death, the date of his death,  (ii)
if the Executive's employment is terminated for Cause, the date specified in the
Notice of  Termination,  (iii) if the  Executive's  employment  is terminated by
reason of the expiration of the term of this  Agreement  under Section 2 hereof,
the date of such expiration, (iv) if the Executive's employment is terminated by
reason of retirement, May 31, 2003, or such earlier date as mutually agreed upon
by the parties,  and (v) if the  Executive's  employment is  terminated  for any
other reason, thirty (30) days after Notice of Termination is given.

     Section 7. COMPENSATION UPON TERMINATION

     The compensation and benefit arrangements set forth in this Section 7 shall
be paid or  provided  for by the Company  upon  termination  of the  Executive's
employment under the circumstances indicated.

     (a)  Compensation  and  Benefits  Provided  in All  Events.  The  following
payments or benefits  shall be provided by the Company to the  Executive  or his
Beneficiaries  (as  defined  in  subsection  7(b)  below)  upon  termination  of
employment from the Company for any reason:

          (i) his Base Salary through the Date of Termination;

          (ii) any unpaid bonus  compensation in respect of the Company's fiscal
     year ended on or immediately prior to the Date of Termination;


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<PAGE>

          (iii) all supplemental pension benefits which have accrued through the
     Date of Termination under the Supplemental  Pension Agreement,  taking into
     account any  additional  service and  compensation  required to be credited
     under this Agreement,  in the manner specified in the Supplemental  Pension
     Agreement.  Payments to the  Executive or his  Beneficiaries  shall be made
     first  from  the  Rabbi  Trust  (as  defined  in the  Supplemental  Pension
     Agreement),  to the extent  assets are then  available  to be paid from the
     Rabbi Trust in accordance  with the provisions  thereof,  and thereafter by
     the Company, to the extent of any insufficiency;

          (iv) all benefits to which the  Executive is then  entitled  under the
     provisions  of each Company  Compensation  Plan in which the Executive is a
     participant on the Date of Termination; and

          (v) all rights afforded under the provisions of, the Company's by-laws
     and Certificate of Incorporation  relating to indemnification and under the
     provisions of the Company's  insurance  arrangements for the benefit of its
     directors  and officers,  each on the same basis  provided as for all other
     former  senior  executives  of the  Company,  or any more  favorable  basis
     provided under Section 9 of this Agreement.

     Except as specifically provided below, the Company's sole obligation to the
Executive or his  Beneficiaries  upon any termination of employment  shall be to
provide the foregoing benefits.

     (b) Benefits Payable on Death. If the Executive's  employment is terminated
on  account  of  his  death,  the  Company  shall  pay  to  the  beneficiary  or
beneficiaries  who have been  identified  in a written  notice  delivered to the
Company by the Executive prior to his date of death (his  "Beneficiaries")  in a
lump sum payment, within 30 days thereafter,  an amount equal to $500,000. If no
written notice  designating the Executive's  beneficiaries  has been received by
the Company prior to his date of death, the Executive's  estate shall be treated
as his "Beneficiary" for all purposes of this Agreement.

     (c)  Benefits  Payable  Upon  Disability.  If the  Company  terminates  the
employment of the Executive under  subsection  6(a)(ii) by reason of disability,
the  Company  shall pay to the  Executive,  the amount of  long-term  disability
benefits  required to be maintained  under subsection  5(d)(ii),  if any, for so
long as the Executive is disabled and remains entitled to benefits under the LTD
Plan.  Upon  the Date of  Termination  because  of  disability,  there  shall be
pro-rata  vesting  of  the  Executive's  bonus  compensation  for  the  year  of
termination  and the Executive shall be paid a pro-rata bonus in a cash lump sum
within five days from the Date of  Termination,  determined by  multiplying  the
bonus paid or payable to the  Executive for the prior fiscal year by a fraction,
the  numerator  of which is the number of days from the  beginning of the fiscal
year in which the Date of Termination occurs until the Date of Termination,  and
the  denominator of which is 365 (a pro-rata bonus  determined in this manner is
referred to in subsection  7(e)(A)(II)  below as a "Pro-Rata  Bonus").  Prior to
termination for disability,  full compensation and benefits shall continue to be
provided  to the  Executive.  After  the Date of  Termination,  the  Executive's
medical  coverage  under the Company  Compensation  Plans  shall  continue to be
provided at Company expense in accordance  with the applicable  Company plans or
practices in effect on the Date of Termination.


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<PAGE>

     (d) Benefits Payable by Company on Extension or on Failure to Extend Beyond
Initial Term.  If the  Executive's  employment as President and Chief  Executive
Officer  has  continued  through  May 31,  2003  (the  "Expiration  Date")  and,
following  delivery by the Executive to the Company of written notice,  no later
than November 1, 2002,  indicating  his desire to extend the Initial  Term,  the
Company has not, prior to March 1, 2003,  given the Executive  written notice of
non-renewal,   then  the  Agreement  shall  automatically  be  extended  for  an
additional  two  years,  until  May 31,  2005,  with (i) the same  position  and
responsibilities as previously in effect, (ii) a minimum increase in Base Salary
equal to the  percentage  increase  in the  Consumer  Price  Index for All Urban
Consumers  (CPI-U) for New  York-Northern,  N.J., All Items from June 1, 2001 to
May 31, 2003, (iii) other employment terms,  benefits and conditions  (including
severance pay and the benefits  provided under this  subsection  7(d)) which are
not less  favorable  than those in effect  immediately  prior to the  Expiration
Date,  or the  economic  equivalent  thereof,  and  (iv) an  extension  bonus of
$500,000 (the "Renewal Terms").

     If the Company has given the Executive  timely notice of non-renewal,  then
the Company shall provide the Executive with the following benefits:

               (A) payment of the same  benefits as specified  for a termination
          pursuant  to Section  7(e) except that the  severance  multiplier  for
          purposes of subsection 7(e)(A)(I) shall be two times, instead of three
          times,  the benefit  continuation  period for  purposes of  subsection
          7(e)(B) shall be two years,  instead of three years,  and two years of
          pension   service   credit  shall  be  provided   and  the   severance
          compensation   paid  shall  be  treated  as  paid   ratably  over  the
          twenty-four  month  period  following  the  Date of  Termination,  for
          purposes of subsection 7(e)(C); and

               (B) the Company and the  Executive  shall enter into a consulting
          agreement on the terms set forth in subsection 7(g).

     (e)  Benefits  Payable  on  Termination  by  Company  without  Cause  or by
Executive with Good Reason. If (x) Executive's employment shall be terminated by
the Company  without Cause (i.e.,  a  termination  that is not on account of the
expiration  of the term of this  Agreement  under  Section  2, or for one of the
reasons specified in subsections 6(a)(i),  6(a)(ii), 6(b), 6(d) or 6(e)), or (y)
the Executive shall terminate his employment for Good Reason, then the Executive
shall  be  entitled  to  the  following   additional  benefits  described  under
paragraphs (A), (B), (C) and (D) below:

               (A) The Company shall pay to the Executive as severance pay, in a
          cash lump sum, on the fifth day following the Date of Termination  the
          following amounts,  which shall not be discounted to take into account
          present value:

               (I) a payment made as liquidated damages equal to three times the
          sum of (a) the annual Base  Salary,  at the rate in effect at the time
          Notice of  Termination  is given,  and (b) the  highest  annual  bonus
          compensation   (disregarding  any  extension   bonuses)  paid  to  the
          Executive  with  respect  to any  of  the  three  fiscal  years  ended
          coincident with or immediately prior to the Date of Termination; and


                                       8

<PAGE>

               (II) if the  Executive's  Date of Termination  coincides with the
          end of the  Company's  fiscal  year,  a full  bonus  for  the  year of
          termination,  as described  in, and based on the criteria set forth in
          subsection  5(e) (but in lieu of the bonus  called  for by  subsection
          7(a)(ii)),  based on the targets set for the Company's  fiscal year in
          which  the  termination   occurs  and  the  degree  of  attainment  of
          performance  objectives  for such fiscal year,  or if the  Executive's
          Date of  Termination  occurs  prior to the end of any  Company  fiscal
          year, a Pro-Rata Bonus, as determined by the Committee in good faith.

               (B) Except as provided  in  subparagraph  (C) below,  the Company
          shall,  for a period of three years from the Date of  Termination,  at
          the Company's expense,  allow the Executive to continue to participate
          in all Company  Compensation  Plans (other than cash and  equity-based
          incentive  compensation  plans) in which the Executive was entitled to
          participate  immediately  prior to the Date of Termination  (or pay to
          the Executive the after-tax economic equivalent thereof),  but without
          duplication of the other benefits provided under this subsection 7(e),
          and  shall  continue  to  maintain  for the  Executive  all  long-term
          disability insurance benefits required to be provided under subsection
          5(d)(ii), if any, and all related executive  perquisites,  including a
          suitable  office and  secretary  located in midtown  Manhattan,  and a
          suitable car and driver.

               (C) The Company shall  provide the Executive  with three years of
          additional  service credit for pension  purposes under the Executive's
          Supplemental  Pension  Agreement.  In addition,  compensation  paid or
          payable pursuant to subsections  7(e)(A)(II) above shall be treated as
          paid in the  month  immediately  preceding  the  Date of  Termination,
          compensation  paid or payable pursuant to subsection  7(e)(A)(I) above
          shall be treated as paid ratably over the thirty-six  months following
          the Date of Termination and all such compensation  shall be counted in
          determining  final average  compensation  for purposes of  calculating
          "Actual Service  Benefit" under such  Agreement.  The present value of
          the Executive's  applicable benefit under the applicable formula under
          the  Supplemental   Pension   Agreement,   taking  into  account  such
          additional  service credit and  compensation  only for purposes of the
          "Actual Service Benefit" shall be determined within thirty days of the
          Date of Termination by the actuary  engaged  pursuant to, and by using
          the actuarial  assumptions  prescribed  in, the  Supplemental  Pension
          Agreement.  Such value shall be paid to the  Executive  in a cash lump
          sum within fifteen days thereafter, along with a copy of the actuary's
          determination,   notwithstanding   any   contrary   provision  of  the
          Supplemental  Pension  Agreement.  Upon the making of such payments in
          full,  the Company  shall have no further  obligation to the Executive
          relating to the Supplemental Pension Agreement, either under the terms
          of such Agreement or under this Agreement.


                                       9

<PAGE>

               (D) All  stock  options  held by the  Executive  which  have  not
          previously  become  exercisable  shall  immediately  vest  and  become
          exercisable  upon  such  termination,   and  shall  thereafter  remain
          exercisable in accordance with their terms.

     (f) Benefits Payable on Termination by Reason of Retirement. If Executive's
employment  shall be terminated  by reason of retirement  pursuant to subsection
6(d), the Executive shall be entitled to the following benefits:

               (A) payment of the same  benefits as specified  for a termination
          pursuant to subsection 7(e), except that the severance  multiplier for
          purposes of subsection 7(e)(A)(I) shall be one times, instead of three
          times,  the benefit  continuation  period for  purposes of  subsection
          7(e)(B),  shall be one year, instead of three, and one year of pension
          service credit shall be provided and the severance  compensation  paid
          shall  be  treated  as  paid  ratably  over  the  twelve-month  period
          following the Date of Termination, for purposes of subsection 7(e)(C);
          and

               (B) the Company and the  Executive  shall enter into a consulting
          agreement on the terms set forth in subsection 7(g).

     (g) Consulting  Arrangement Following Certain  Terminations.  Following any
termination of the Executive's  employment  pursuant to subsection 6(d) or 6(f),
the Company  shall engage the  Executive  as a  consultant  to the Company for a
period  commencing  on  the  Date  of  Termination,  and  ending  on  the  third
anniversary  of such date  (the  "Consulting  Period").  During  the  Consulting
Period,  the Company  shall (i) pay the  Executive  $350,000 per annum,  payable
quarterly  in  advance,  and (ii)  continue to provide  the  Executive  with all
related executive perquisites, including a suitable office and secretary located
in  midtown  Manhattan  and  a  suitable  car  and  driver  (collectively,   the
"Consulting Fees"); provided,  however, that the Company's obligation to pay the
Executive the Consulting Fees shall be contingent on the Executive performing up
to 125 hours of consulting services per fiscal quarter, as reasonably  requested
by the Board or newly  appointed  CEO during that  period.  Notwithstanding  the
foregoing,  the Executive,  at his election,  shall be entitled to terminate the
Consulting Period and cease providing  consulting services at any time after the
one-year  anniversary  of the  Expiration  Date.  In  that  event,  all  further
Consulting Fees and related benefits shall cease.

     (h) The  Company's  obligation  to make the  payments  provided for in this
Agreement,  or  otherwise  to perform its  obligations  hereunder,  shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action  which the  Company  may have  against the  Executive  or others.  The
Executive shall not be required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking other employment or otherwise,  nor
shall the amount of any payment  provided for under this Agreement be reduced by
any compensation  earned by the Executive as the result of employment by another
employer after the termination of his employment hereunder or otherwise.


                                       10

<PAGE>

     (i) Additional Payments.

          (i) In all events,  if any payments to the Executive from the Company,
     or any vesting of options,  whether occurring  pursuant to Section 7 hereof
     or otherwise made to the Executive by the Company (the "Payments"),  are or
     will be subject to the tax imposed by Section 4999 of the Internal  Revenue
     Code of 1986, as amended (the "IRC") (the "Excise Tax") (or any similar tax
     that may hereafter be imposed),  the Company  shall pay to the  appropriate
     taxing  authorities  on behalf of the  Executive  at the time  specified in
     subsection  7(i)(iii) below an additional  amount (the "Gross-Up  Payment")
     such that the net amount  retained by him,  after  reduction  by all Excise
     Taxes,  and all  federal,  state and local income taxes on the Payments and
     the  Gross-Up  Payment,  shall be equal to the net amount  which would have
     been retained by him had no part of the Payments been subject to the Excise
     Tax.  For  purposes  of  determining  whether any of the  Payments  will be
     subject  to the  Excise  Tax and the  amount of such  Excise  Tax,  (A) all
     payments  or  benefits  received  or to be  received  by the  Executive  in
     connection  with his  termination  of employment  (whether  pursuant to the
     terms of this Agreement or any Company Compensation Plan), shall be treated
     as "parachute  payments" within the meaning of IRC Section 280G(b)(2),  and
     all  "excess  parachute   payments"  within  the  meaning  of  IRC  Section
     280G(b)(1)  shall be treated as subject to the Excise  Tax,  unless (i) the
     Executive  otherwise  agrees  in  writing  that  IRC  Section  4999  is not
     applicable, or (ii) in the opinion of tax counsel selected by the Company's
     independent  auditors,  and acceptable to the Executive  ("Counsel"),  such
     payments  or  benefits  (in whole or in part) do not  constitute  parachute
     payments, or such excess parachute payments (in whole or in part) represent
     reasonable  compensation for services  actually rendered within the meaning
     of IRC Section  280G(b)(4)  in excess of the base amount within the meaning
     of IRC Section 280G(b)(3),  or are otherwise not subject to the Excise Tax,
     (B) the  amount of the  Payments  which  shall be treated as subject to the
     Excise  Tax shall be equal to the  lesser  of (1) the  total  amount of the
     Payments or (2) the amount of excess parachute  payments within the meaning
     of Section 280G(b)(1) (after applying clause (A), above), and (C) the value
     of any  non-cash  benefits  or any  deferred  payment or  benefit  shall be
     determined by the  Company's  independent  auditors in accordance  with the
     principles of IRC Sections  280G(d)(3) and (4). For purposes of determining
     the amount of the Gross-Up  Payment,  the Executive  shall be deemed to pay
     federal,  state and local  taxes at the highest  marginal  rate of federal,
     state and local income  taxation,  respectively,  in the  calendar  year in
     which the Gross-Up  Payment is to be made. In the event that the Excise Tax
     is at any time  determined  by Counsel or by the Internal  Revenue  Service
     ("IRS") to exceed the amount  taken into  account  hereunder at the time of
     the  termination of the  Executive's  employment or thereafter  (including,
     without  limitation,  by reason of (A) a preliminary  determination  by the
     parties that no Gross-Up  Payment was due under this subsection 7(i) or (B)
     a determination  which otherwise  underestimates the amount of the Gross-Up
     Payment  due  under  this  subsection  7(i)),  the  Company  shall  make an
     additional  Gross-Up  Payment in respect of such excess  (plus all interest
     and  penalties  payable with respect to such excess) at the time the amount
     of such excess is finally  determined.  In the event that the Excise Tax is
     subsequently  determined  by  Counsel  or  pursuant  to any  proceeding  or
     negotiations  with the Internal  Revenue Service to be less than the amount
     taken into account  hereunder in calculating the Gross-Up Payment made, the
     Executive  shall repay to the Company,  at the time that the amount of such
     reduction  in the  Excise Tax is finally  determined,  the  portion of such
     prior Gross-Up Payment that would not have been paid if such Excise Tax had
     been correctly applied in initially calculating such Gross-Up Payment, plus
     interest  on the  amount  of such  repayment  at the rate  provided  in IRC


                                       11

<PAGE>

     Section  1274(b)(2)(B).  Notwithstanding  the  foregoing,  in the event any
     portion of the Gross-Up Payment to be refunded to the Company has been paid
     to any Federal,  state or local tax authority,  repayment thereof shall not
     be required  until actual refund or credit of such portion has been made to
     the  Executive,  and  interest  payable  to the  Company  shall not  exceed
     interest  received or credited to the  Executive by such tax  authority for
     the  period it held such  portion.  The  Executive  and the  Company  shall
     mutually  agree upon the course of action to be pursued  (and the method of
     allocating the expenses  thereof) if the  Executive's  good faith claim for
     refund or credit is denied.

          (ii) A Gross-Up  Payment  shall be made not later  than the  thirtieth
     day, or as soon thereafter as is reasonably practicable, following the date
     the  Executive  becomes  subject to payment  of the Excise  Tax;  provided,
     however,  that if the amounts of such payment cannot be finally  determined
     on or before such day,  the  Company  shall pay to the  appropriate  taxing
     authorities  on such day an estimate,  as  determined  in good faith by the
     Company, of the minimum amount of such payments and shall pay the remainder
     of such payment  (together  with  interest at the rate  provided  under IRC
     Section 1274(b)(2)(B)) as soon as the amount can be determined but no later
     than the sixtieth day after the date the Executive  becomes  subject to the
     payment of the Excise Tax, without the Executive's written consent.

          (iii) The  Gross-Up  Payment  (or  portion  thereof)  provided  for in
     subsection   7(i)(i)  above  shall  be  paid  to  the  appropriate   taxing
     authorities on behalf of the Executive not later than the required  deposit
     date for taxes withheld in respect of the Payments; provided, however, that
     if the amount of such  Gross-Up  Payment  (or  portion  thereof)  cannot be
     finally  determined  on or before  the date on which  payment  is due,  the
     Company shall pay to the  appropriate  taxing  authorities on behalf of the
     Executive  by such date an amount  estimated in good faith by Counsel to be
     the minimum amount of such Gross-Up  Payment and shall pay the remainder of
     such Gross-Up  Payment  (together with interest at the rate provided in IRC
     Section 1274(b)(2)(b)) as soon as the amount thereof can be determined, but
     in no event  later  than 45  calendar  days after  payment  of the  related
     Payments.  In the event that the amount of the estimated  Gross-Up  Payment
     exceeds the amount  subsequently  determined  to have been due, such excess
     shall  constitute  a loan by the Company to the  Executive,  payable on the
     fifth  business  day  after  written  demand  by the  Company  for  payment
     (together with interest at the rate provided in IRC Section 1274(b)(2)(B)).

     Section 8. LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES

     The  Company  shall,  within  10 days of the  presentation  of a  statement
therefor,  pay directly the amount of any and all reasonable  legal fees payable
to attorneys  retained by the Executive in his sole  discretion  and  reasonable
expenses  incurred by the Executive in connection  with (i)  preparation of this
Agreement,  (ii)  ascertaining  his  rights in the event of any  termination  of
employment  other than a voluntary  termination  of employment  which is not for
Good Reason,  or (iii) obtaining or enforcing in good faith any right or benefit
provided to the Executive by the Company  pursuant to or in accordance with this
Agreement.  In addition,  the Company  hereby agrees that the amount of any such
legal fees and expenses  reimbursed to the Executive by the Company  pursuant to
or in  accordance  with this  Agreement  will not be taken  into  account by the
Company  in  determining  the  aggregate  compensation  paid or  payable  to the
Executive  under this Agreement,  except to the extent the amount  reimbursed is
required to be taken into account in determining the amount of any Excise Tax or
for purposes of complying with any other requirement of federal,  state or local
law.


                                       12

<PAGE>

     Section 9. INDEMNIFICATION

     The Company shall indemnify the Executive (and his legal representatives or
other successors) to the fullest extent permitted (including payment of expenses
in advance of final  disposition of the  proceeding) by the laws of the State of
Delaware,  as in  effect  at the time of the  subject  act or  omission,  or the
Certificate  of  Incorporation  and  By-Laws of the Company as in effect at such
time or on the date of this  Agreement,  whichever  affords or afforded  greater
protection  to the  Executive;  and  the  Executive  shall  be  entitled  to the
protection of any insurance policies the Company may elect to maintain generally
for the benefit of its directors and  officers,  against all costs,  charges and
expenses whatsoever incurred or sustained by him or his legal representatives in
connection  with any  action,  suit or  proceeding  to  which  he (or his  legal
representatives  or other successors) may be made a party by reason of his being
or having  been a  director,  officer or  employee  of the Company or any of its
subsidiaries. If any action, suit or proceeding is brought or threatened against
the Executive in respect of which  indemnity  may be sought  against the Company
pursuant to the foregoing,  the Executive  shall notify the Company  promptly in
writing of the  institution  of such action,  suit or proceeding and the Company
shall assume the defense hereof and the employment of counsel and payment of all
fees and expenses.

     Section 10. TAXES

     The Company shall deduct from all amounts  payable under this Agreement all
federal,  state,  local and other  taxes  required  by law to be  withheld  with
respect to such payments.

     Section 11. CONFIDENTIALITY

     Unless otherwise  required by law or judicial process,  the Executive shall
retain in confidence  after  termination of the Executive's  employment with the
Company  pursuant to this Agreement all  confidential  information  known to the
Executive  concerning  the Company and its  business  for the shorter of one (1)
year following such termination or until such information is publicly  disclosed
by the Company or otherwise  becomes  publicly  disclosed other than through the
Executive's actions.

     Section 12. COVENANTS NOT TO COMPETE OR INTERFERE

     During the term of this Agreement and for a period ending one (1) year from
and after the termination of the Executive's employment hereunder, the Executive
will not, other than on behalf of the Company, directly or indirectly, as a sole
proprietor,  member of a  partnership,  or  stockholder,  investor,  officer  or
director of a corporation,  or as an employee, agent, associate or consultant of
any person, firm or corporation:

     (a) Solicit or accept  business  (i) from any clients of the Company or its
affiliates,  (ii) from any prospective clients whose business the Company or any
of its affiliates is in the process of soliciting at the time of the Executive's
termination,  or (iii) from any former client which had been doing business with
the Company within one (1) year prior to the Executive's termination;


                                       13

<PAGE>

     (b) Solicit any employee of the Company or its affiliates to terminate such
employee's employment with the Company; or

     (c) Engage in any  business  of the type  performed  by the  Company in the
geographic  areas  where the Company is actively  doing  business or  soliciting
business at the time of the Executive's  termination.  Nothing contained in this
Section shall prohibit the Executive from making  investments in or from serving
as an officer or  employee  of a firm or  corporation  which is not  directly or
indirectly engaged in the same type of business as the Company.  Notwithstanding
the first sentence of this Section 12, the prohibition  described in this clause
(c) shall not apply if the  Executive's  employment is terminated by the Company
without Cause or is terminated by the Executive for Good Reason.

     It is the desire  and intent of the  parties  that the  provisions  of this
Section 12 shall be enforced to the fullest  extent  permissible  under the laws
and public policies applied in each jurisdiction in which enforcement is sought.
Accordingly,  if any particular  portion of this Section 12 shall be adjudicated
to be  invalid or  unenforceable,  this  Section  12 shall be deemed  amended to
delete  therefrom the portion thus  adjudicated to be invalid or  unenforceable,
such  deletion to apply only with respect to the operation of this Section 12 in
the particular jurisdiction in which such adjudication is made.

     Section 13. SUCCESSORS; BINDING AGREEMENT

     (a) This  Agreement  is  personal  to the  Executive  and without the prior
written  consent  of the  Company  shall  not  be  assignable  by the  Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.

     (b) This  Agreement  shall inure to the benefit of and be binding  upon the
Company and its successors and assigns.

     (c) Unless  otherwise  occurring  by  operation  of law,  the Company  will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company (a "Successor  Company") to assume  expressly and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company  would be required  to perform if no such  succession  had taken  place;
provided,  however,  that no such  succession  shall  relieve the Company of its
obligations  hereunder  unless the  assumption of this  Agreement by a Successor
Company is approved in writing by the Executive.

     Section 14. NOTICE

     For the  purposes  of  this  Agreement,  notices,  demands  and  all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have  been  duly  given  when hand  delivered  or  (unless  otherwise
specified)  when  mailed  by  United  States  registered  mail,  return  receipt
requested, postage prepaid, addressed as follows:


                                       14

<PAGE>

         If to the Executive:

                           Mr. Arthur T. Shorin
                           c/o The Topps Company, Inc.
                           One Whitehall Street
                           New York, New York  10004-2109

         With a copy to:

                           Sanford Ehrenkranz, Esq.
                           Ehrenkranz & Ehrenkranz
                           375 Park Avenue
                           New York, NY  10152

         If to the Company:

                           The Topps Company, Inc.
                           Attn.:  Chief Financial Officer
                           One Whitehall Street
                           New York, New York  10004-2109

or to such  other  address  as any party  may have  furnished  to the  others in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     Section 15. SURVIVORSHIP

     The respective rights and obligations of the parties hereunder,  including,
without limitation, the rights and obligations set forth in Sections 5 through 9
and 11 through 18 of this  Agreement,  shall  survive  any  termination  of this
Agreement to the extent  necessary to the intended  preservation  of such rights
and obligations.

     Section 16. MISCELLANEOUS

     The  parties  hereto  agree  that  this   Agreement   contains  the  entire
understanding   and  agreement   between   them,   and   supersedes   all  prior
understandings  and agreements  between the parties respecting the employment by
the Company of the  Executive,  other than the  Supplemental  Pension  Agreement
(except as specifically provided herein) and the Company Compensation Plans. The
parties further agree that the provisions of this Agreement may not be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing signed by the parties hereto. No waiver by either party hereto at any
time of any  breach by the  other  party  hereto  of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the  same or at any  prior  or  subsequent  time.  Except  as set  forth  in the
Supplemental  Pension Agreement or the Company Compensation Plans, no agreements
or representations,  oral or otherwise,  express or implied, with respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly in this  Agreement.  The validity,  interpretation,  construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Delaware without giving effect to the conflict of laws principles thereof.


                                       16

<PAGE>

     Section 17. VALIDITY

     The invalidity or  unenforceability  of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
or provisions of this Agreement, which shall remain in full force and effect.

     Section 18. COUNTERPARTS

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed to be an original but all of which together will  constitute one
and the same instrument.

     IN WITNESS WHEREOF,  the Company has caused its name to be ascribed to this
Agreement by its duly authorized  representative  and the Executive has executed
this Agreement as of the date and the year first above written.


                                        THE TOPPS COMPANY, INC.



                                        By:  /s/ C. Jessup
                                             -----------------
                                        Name: Catherine Jessup
                                        Title: VP-Chief Financial Officer




                                        /s/ Arthur T. Shorin
                                        ---------------------------
                                        Arthur T. Shorin, Executive