AGREEMENT

     This  Agreement is made and entered into this 22nd day of September,  1998,
by and between The Topps  Company,  Incorporated  with offices at One  Whitehall
Street, New York, NY 10009-2109 (hereinafter "Licensee"),  and NATIONAL FOOTBALL
LEAGUE PLAYERS INCORPORATED,  a corporation with offices at 2021 L Street, N.W.,
Washington, D.C. 20036 (hereinafter "Players Inc" or "Licensor"). This Agreement
shall be effective as of March 1, 1997.

1.   REPRESENTATIONS.

     (A) Players Inc represents that it is a licensing affiliate of the National
Football  League  Players  Association  ("NFLPA");  that the NFLPA has been duly
appointed  and is  acting  on behalf of the  football  players  of the  National
Football League who have entered into a Group Licensing Authorization, either in
the form attached  hereto as Attachment "A" or through the assignment  contained
in  Paragraph  4(b) of the NFL  Player  Contract,  which have been  assigned  to
Players  Inc; and that in such  capacity  Players Inc has the right to negotiate
this contract and the right to grant the rights and licenses  described  herein.
Licensee  acknowledges  that Players Inc also on occasion secures  authorization
for  inclusion  in Players  Inc  licensing  programs  from  players who have not
entered  into  such  Group  Licensing  Authorization,   but  who,  nevertheless,
authorize  Players Inc to  represent  such  players for  designated  Players Inc
licensed programs.

     (B) Players Inc makes no representation that it has the authority to grant,
nor does it grant herein, the right to utilize any symbols, insignias, logos, or
other identifying  names or marks of the National  Football League  (hereinafter
"NFL")  and/or any of its member  clubs.  Accordingly,  it is  understood by the
parties  hereto  that if  likenesses  of players  are to be used by  Licensee in
conjunction with any symbols, insignia, or logos of the NFL or any of its member
clubs,  in the  exercise  of the  License  granted  hereunder,  it  will  be the
responsibility of Licensee to obtain such permission as may be necessary for the
use of such material from the NFL or the club(s) in question.  Licensor  retains
all rights not expressly and exclusively granted to Licensee hereunder.

2.   GRANT OF LICENSE.

     (A) Upon the terms and conditions hereinafter set forth, Players Inc hereby
grants to Licensee and Licensee hereby accepts the non-exclusive  right, license
and privilege of utilizing the  trademarks and names of Players Inc which may be
amended  from time to time by Players Inc and the names,  likenesses,  pictures,
photographs, voices, facsimile signatures and/or biographical information of the
NFL players  listed in  Attachment  "B", for  product(s) in the form of football
player  trading  cards sold alone and  collectors'  aids  products  (hereinafter
referred to as "the licensed product(s)").  Provided, however, that the specific
manner in which the rights  licensed  hereunder  are to be used on the  licensed
product(s) in question shall require the prior written consent of Players Inc.

     (B) The rights,  licenses and  privileges  granted by Players Inc hereunder
shall not  constitute or be used by Licensee as a testimonial  or an endorsement
of any product,  service,  or event by all or any of the players,  or by Players
Inc. In the event  Licensee is  interested  in securing an  individual  player's
personal  endorsement,  Licensee  further  agrees  and  acknowledges  that  such
endorsement  will require the  personal  approval of the  individual  player and
approval of Players Inc and a separate  payment to Players Inc. All contact with
such player or player's  agent shall be made by Players  Inc.  Licensee  further
agrees  and  acknowledges  that any  player  who is  committed  individually  by
contract  for  products or services  competitive  with those of Licensee  may be
required to cease from further inclusion in this Agreement,  provided,  however,

<PAGE>

that  the use of such  player  for such  products  and  services  shall be on an
individual  basis and shall not be  combined  with the use of five or more other
NFL Players.

3.   RETAIL LICENSE ONLY.  The Grant of License set forth in Paragraph 2 of this
Agreement   applies  only  to  the  manufacture  and  distribution  of  licensed
product(s) for retail sale, and shall not permit the use of licensed  product(s)
as "premium  items" to be included  with  non-licensed  product(s),  services or
events to promote the sale of such non-licensed product(s),  services or events;
provided,  however,  that  Licensee  shall be  permitted  to promote the sale of
licensed  product(s),  subject to prior written approval by Players Inc and in a
manner consistent with the provisions of the Agreement. Any such promotion using
the  licensed  product(s)  herein as  premium  items  shall  require a  separate
agreement  between  Players Inc and Licensee or other sponsor of the  promotion,
with separate terms and conditions,  and nothing contained herein shall obligate
either Players Inc or Licensee to enter into such an agreement.

4.   TERRITORY.  Licensee  shall have the right to utilize  the  rights  granted
hereunder  for  distribution  of  the  licensed   product(s)  in  the  following
territory: United States, its territories and possessions, Argentina, Australia,
Brazil, Canada, Europe, Japan, Korea, Mexico and Taiwan.

5.   TERM.

     (A) The term of this Agreement  shall extend from March 1, 1997 to February
28, 1999 (hereinafter  referred to as Original License Period) unless terminated
in accordance with the provisions hereof.  Licensee may renew this Agreement for
an Additional  License Period from March 1, 1999 to February 28, 2000,  provided
Licensee has  faithfully  fulfilled  its  obligations  hereunder in the Original
License  Period.  Notice of desire to renew  shall be given by Licensee no later
than January 1, 1999 in the Original License Period.

     (B) Licensee  acknowledges  and agrees that  Licensee has and shall have no
right to extend or renew this Agreement beyond the term and renewal options,  if
any, stated herein. No conduct by either Licensor or Licensee (including without
limitation, any approvals granted pursuant to Paragraph 12 hereof) shall create,
imply or infer a new license  agreement  or an  extension of the stated term and
renewal  options,  if any, of this Agreement,  unless same is  specifically  set
forth in a written  agreement  signed by both Licensor and Licensee.  Licensee's
agreement  that this  Agreement is subject to the term and renewal  options,  if
any,  stated  herein,  in all events  whatsoever,  is a material  inducement for
Licensor to enter into this Agreement.

6.   ROYALTY PAYMENT.

     (A) Licensee agrees to pay Players Inc a guaranteed royalty of (Information
subject to confidential treatment.) for its use of the rights licensed hereunder
for the Original License Period and a guaranteed royalty of (Information subject
to confidential  treatment.) for the Additional  License Period,  if applicable.
The guaranteed royalty shall be paid as follows:

     (i) For the Original License Period,  (Information  subject to confidential
     treatment.).

     (ii) For the Additional License Period, if applicable, (Information subject
     to confidential treatment.).

                                        2

<PAGE>

     (B) Such guaranteed royalty payments shall be made by Licensee as specified
hereinabove whether or not Licensee uses the rights licensed  hereunder,  and no
part of such guaranteed payments shall be repayable to Licensee.

     (C) Licensee shall also pay to Players Inc an amount equal to  (Information
subject  to  confidential  treatment.)  of  the  gross  sales  of  the  licensed
product(s)  covered by this Agreement,  less the guaranteed  payments  specified
above  for the  applicable  license  period.  The  guaranteed  payments  for the
Original License Period shall be calculated  annually and separately at the rate
of (Information  subject to confidential  treatment.) for the period of March 1,
1997  through  February  28,  1998  and  (Information  subject  to  confidential
treatment.)  for the period of March 1, 1998  through  February  28,  1999.  For
example, the (Information  subject to confidential  treatment.) royalty shall be
paid in the first year of the Agreement less only the guarantee of  (Information
subject to  confidential  treatment.)  for such first year and similarly for the
second year of the Original License Period.  Similarly,  the guaranteed payments
for the Additional License Period shall be calculated annually and separately at
the rate of  (Information  subject to  confidential  treatment.)  for the period
March 1, 1999 through  February 28, 2000.  Royalties  shall be  calculated  on a
quarterly  basis  and  shall  be due as of the  last  day of each  May,  August,
November,  and February of this Agreement and must be paid no later than fifteen
(15) days following such due dates. Gross sales shall be calculated based on the
actual  price(s)  charged  by  Licensee  to  the  retailer  directly  or to  the
wholesaler in an arms length  transaction.  Licensee shall transact no sale, the
effect of which is to reduce  the  royalty  paid by  Licensee  to  Players  Inc;
provided,  however,  that  Licensee  shall be  permitted  to provide arms length
discounts,  allowances and returns which are normal and  customary.  Gross sales
shall exclude only such normal and customary discounts,  allowances and returns.
In addition to all other rights  contained in this Agreement,  Players Inc shall
be entitled to collect and Licensee  shall pay daily interest at the rate of one
and one-half percent (1 1/2%) monthly,  or the maximum interest permitted by law
if less, on all guarantee or royalty  payments not timely made to Players Inc by
Licensee.

7.   PERIODIC STATEMENTS.

     (A) Licensee  shall furnish to Players Inc, no later than fifteen (15) days
following the last day of each June, September,  December,  and February of this
Agreement,  a complete  and  accurate  statement  certified to be accurate by an
officer of Licensee,  showing the number,  description and gross purchase price,
of  the  licensed  product(s)  distributed  by  Licensee  during  the  preceding
quarterly reporting period described in Paragraph 6(C) herein, together with any
returns made during such reporting period.  Once in every  twelve-month  period,
Licensee  shall furnish  Players Inc with a detailed  statement  certified by an
officer  of  Licensee,  showing  the  number  of  gross  sales  of the  licensed
product(s) covered by this Agreement.

     (B) Such statements shall be furnished to Players Inc whether or not any of
the licensed  product(s)  have been  purchased  during the reporting  period for
which such  statement  is due. The receipt or  acceptance  by Players Inc of any
statement or of any royalty paid  hereunder (or the cashing of any royalty check
paid hereunder)  shall not preclude Players Inc from questioning the correctness
thereof  at any time,  and in the  event any  inconsistencies  or  mistakes  are
discovered in connection therewith,  they shall immediately be rectified and the
appropriate payment made by Licensee.



                                        3

<PAGE>

8.   BOOKS AND RECORDS.

     (A) For a period of two (2) years  following the  termination or expiration
of this Agreement, Licensee shall maintain accurate books and records for itself
and any  subsidiary  or  affiliated  entity with respect to its sale of licensed
product(s)  under this  Agreement.  Said books and  records  shall be subject to
inspection  and audit by Players Inc or its duly  authorized  representative  at
reasonable  times upon  reasonable  notice  from  Players  Inc to  Licensee.  In
addition and similarly,  Licensee shall cause any entity from which it contracts
for  services  or  production  of product  to cause its books and  records to be
available  for audit and  inspection  by Players Inc to the extent  necessary to
confirm  the  audit  of  Licensee.   Licensee  shall  not  interfere  with  such
inspections and audits in any way.

     (B) The  reasonable  cost of such  inspections  and audits shall be paid by
Licensee if the result of such  inspections and audits indicates a difference of
3% or more,  when  compared  to the  statement  certified  to be  accurate by an
officer of Licensee,  as required by Paragraph 7 (A) of this Agreement,  for the
twelve month period covered by such  statement,  or the cost of such  inspection
and audits as the result of an inspection  or audit  performed by Players Inc as
specified  in  Paragraph  8(A)  above  shall  be  paid  by  Players  Inc if such
difference is less than 3%.

     (C) In the event any inconsistencies or mistakes are discovered as a result
of such  inspections  and audits,  they shall  immediately  be rectified and the
appropriate payment made by Licensee.

9. PAYMENT AND NOTICES: All transactions under this Agreement, including without
limitation  all  payment of  royalties  and all  notices,  reports,  statements,
approvals and other communications, shall be with or made payable in the name of
NATIONAL FOOTBALL LEAGUE PLAYERS INCORPORATED,  2021 L Street, N.W., Washington,
D.C.  20036,  or its assignee where  applicable.  All  correspondence,  notices,
approvals and other  communications to Licensee shall be with The Topps Company,
One Whitehall Street,  New York, NY 10004-2109,  Attention:  Scott  Silverstein,
Vice President - Business Affairs.

10.  INDEMNIFICATION.

     (A) Licensee agrees that it will not during the term of this Agreement,  or
thereafter,  attack the rights of Players Inc in and to the  trademarks or names
owned by or licensed to Players Inc or any of the rights  licensed  hereunder as
specified in Paragraph 2 of this Agreement, or in any way attack the validity of
this Agreement.

     (B) Licensee  further agrees to assist Players Inc to the extent  necessary
in the  procurement of any  protection or to protect any of the rights  conveyed
hereunder,  and Players Inc, if it so desires,  may commence or prosecute at its
own expense any claims or suits in its own name or in the name of Licensee (with
Licensee's consent,  which shall not be unreasonably  withheld) or join Licensee
as a party thereto (with  Licensee's  consent,  which shall not be  unreasonably
withheld).  Licensee shall notify Players Inc in writing of any  infringement by
others of the rights  covered  by this  Agreement  which may come to  Licensee's
attention, and Players Inc shall have the sole right to determine whether or not
any action shall be taken on account of any such  infringement.  Licensee  shall
not  institute  any suit or take any action on account of any such  infringement
without first  obtaining the written consent of Players Inc to do so and Players
Inc shall reasonably consider any such request.

                                        4

<PAGE>

     (C) Licensee for its own acts hereby indemnifies Players Inc and undertakes
to defend  Players  Inc from and  against  any and all  claims,  suits,  losses,
damages,  and  expenses  (including  reasonable  attorney's  fees and  expenses)
arising out of the manufacture,  marketing,  sale,  distribution,  or use of the
licensed product(s) which are the subject of this Agreement.  Licensee agrees to
obtain, at its own expense,  general  liability  insurance,  providing  adequate
protection  for  Licensee  and  Players  Inc against any such claims or suits in
amounts not less than Three Million Dollars ($3,000,000.00).  Within thirty (30)
days from the date  hereof,  Licensee  shall  submit to Players Inc a fully paid
policy or  certificate  of  insurance  naming  Players Inc as an insured  party,
requiring  that insurer will not  terminate  or  materially  modify such without
written notice to Players Inc at least twenty (20) days in advance thereof.

     (D)  Players  Inc hereby  indemnifies  Licensee  and  undertakes  to defend
Licensee  against,  and hold  Licensee  harmless from any  liabilities,  losses,
damages,  and  expenses  (including  reasonable  attorney's  fees and  expenses)
resulting from claims made or suits brought against  Licensee based upon the use
by Licensee of the rights licensed in Paragraph 2 strictly as authorized in this
Agreement.

     (E) Players Inc represents that no provisions in this Agreement,  including
without  limitation  Paragraph  13, are  contrary to federal and state law,  and
Players  Inc hereby  indemnifies  Licensee  and  undertakes  to defend  Licensee
against, and hold Licensee harmless from, any liabilities,  losses,  damages and
expenses (including  reasonable attorney's fees) arising out of or relating to a
breach of this  representation  or based upon a finding that any said provisions
are in violation of federal and state law.

     (F) In the event  that  Paragraph  13 is  declared  invalid by any court of
competent  jurisdiction,  Players Inc hereby  agrees not to enforce the terms of
said paragraph against Licensee.

11.  COPYRIGHT AND TRADEMARK NOTICES.

     (A)  Licensee  shall  prominently  place or cause to be  placed  Licensor's
"PLAYERS INC (and design)" trademark (hereinafter "Licensor's Trademark") on the
licensed  products  and on  packaging,  wrapping,  advertising  (both  print and
media),  and any other  material,  including  trade show booths and  exhibits in
connection  with such  licensed  product(s)  that are  publicly  distributed  or
relating to such licensed product(s).

     (B) Licensor's  Trademark  appearing on the licensed  product(s) and on all
materials in connection with the licensed product(s)  distributed or relating to
such licensed product(s), shall appear precisely according to the specifications
set forth in Appendix B attached hereto,  which may be amended from time to time
by Licensor,  without variation, with the letters "TM", and upon notification by
Players  Inc, the letter R enclosed  within a circle.  Further,  Licensee  shall
provide  to  Licensor  the date of the  first  use of such  licensed  product(s)
bearing Licensor's Trademark in intrastate and interstate commerce.

     (C)  Additionally,  Licensee  shall  imprint or cause to be  imprinted  the
following text on any such licensed product(s) and/or materials therefor:

                       "Officially Licensed Product of the
                       National Football League Players",
 
                                       or

                                        5

<PAGE>

                         "Officially Licensed Product of
                                  Players Inc"

     The specific text imprinted shall be subject to Licensor's sole discretion.

12.  APPROVALS.

     (A) Upon execution of this Agreement,  and thereafter  annually by May 1 of
each calendar year covered by this  Agreement, Licensee shall  submit to Players
Inc for approval, a preliminary marketing plan for all licensed products for the
upcoming  license  period.  Players  Inc shall  respond  in  writing  signifying
approval or  disapproval of such marketing plan with fifteen (15) business days.
Such marketing plan shall include  without  limitation:  a complete  listing and
description of all products to be produced,  quantities, pricing and advertising
and promotion schedules.

     (B) For  licensed  product to be  produced  under  each brand or  sub-brand
covered by this  Agreement,  Licensee  shall submit  annually to Players Inc for
approval  a  product  outline.   Such  product  outline  shall  include  without
limitation a complete  listing and  description  of all products to be produced,
pricing,  quantities, and advertising and promotion schedules. Players Inc shall
respond in writing  signifying  approval or disapproval of such product outlines
with fifteen (15) business days.

     (C) Attachment  "B" hereto shall be established  and may be modified in the
following manner:

          (i) Upon  execution  of this  Agreement,  and  thereafter  annually by
          February 1 of each calendar year covered by this  Agreement,  Licensee
          shall  submit to Players  Inc a proposed  list of  players'  names for
          inclusion in Attachment "B" for the upcoming football season.

          (ii)  Players  Inc shall  respond  to such  submissions  in writing to
          Licensee,  signifying  approval  or  disapproval  in the  case of each
          player's name so requested.

          (iii)  Licensee  may submit  requests  in  writing to Players  Inc for
          additions,  deletions, or substitutions of players' names contained in
          Attachment "B" and Players Inc shall respond to such requests within a
          reasonable period of time.

     (D) The Licensee agrees to furnish Players Inc free of cost for its written
approval as to quality and style, samples of artwork, plans, photographs and any
other  representations  of  licensed  product(s)  produced  by or  for  Licensee
(collectively  hereinafter  "artwork")  and  samples  of  each  of the  licensed
product(s),  together with their  packaging,  hangtags,  and wrapping  material,
before their manufacture,  sale or distribution,  whichever occurs first, and no
licensed  product(s) shall be manufactured,  sold or distributed by the Licensee
without such prior  written  approval of such  artwork and such sample  licensed
product(s).  Players Inc shall  respond in writing to requests for such approval
from Licensee within 15 business days. Any request by Licensee for such approval
which is received by Players Inc and is not responded to within 15 business days
shall be deemed  approved  by  Players  Inc.  Subsequent  to final  approval,  a
reasonable number of production samples of licensed product(s) will periodically
be sent to Players Inc to insure quality control, and should Players Inc require
additional  samples for any reason,  Players Inc may purchase such at Licensee's
cost.


                                        6

<PAGE>

     Licensee shall also provide to Players Inc free of charge the following:

          (i)  Prior to  December  1 of each  License  Period,  for each  player
          included in Attachment "B": 100 of each  individual  common card, 6 of
          each card other than common cards,  and one complete set of all player
          cards produced for that License period; and

          (ii) Prior to December 1 of each  License  Period for Players Inc, six
          cases of count goods and six dozen  complete  sets of all player cards
          produced for that License Period.

     (E) Licensee may choose to use player  names and/or  likenesses  to promote
licensed  product(s) on or in any material  pertaining  to packaging,  hangtags,
wrapping  material,  print  ads,  flyers,   point-of-purchase   displays,  press
releases,  catalogues,  trade show  booths  and  exhibits  or any other  written
material or medium,  including but not limited to electronic or interactive use;
provided,  however,  that such use shall require the prior  written  approval of
Players Inc. The number of players included in any such use, if approved,  shall
be a minimum of six, and shall be selected  from  Attachment  "B".  Player names
and/or likenesses so used shall be written or displayed with equal prominence.

     (F) Licensee may choose to use player names and/or  likenesses  (including,
without  limitation,  action  footage)  in radio or  television  commercials  to
promote licensed product(s);  provided, however, that such use shall require the
prior  written  approval of Players Inc. The number of players  included in such
commercials,  if approved,  shall be a minimum of six and shall be selected from
Attachment "B". The players used in such  commercials  shall be shown with equal
prominence.  Licensee agrees to furnish Players Inc all scripts and story boards
for proposed radio and television  commercials in connection  with the promotion
of the  licensed  product(s),  and the content of such  scripts and story boards
shall require the prior written  approval of Players Inc before any  commercials
shall be made or shall be contracted for by Licensee.

     (G) The use of player  names  and/or  likenesses  in  accordance  with this
Paragraph   12,   in  any   radio  or   television   commercials,   print   ads,
point-of-purchase  displays,  packaging,   hangtags,  wrapping  material,  press
releases,  catalogues,  flyers,  trade  show  booths and  exhibits  or any other
written  material  or medium,  including,  but not  limited  to,  electronic  or
interactive  use,  to promote  licensed  product(s),  shall  require  payment by
Licensee to Players  Inc,  separate  from and in addition to any  guarantees  or
royalty payments  contained in this Agreement.  The amount of such payment shall
be subject to mutual  agreement by Players Inc and  Licensee.  All contacts with
such players or their agents shall be made by Players Inc.

     (H) Notwithstanding anything to the contrary hereinabove, Licensee shall be
permitted,  without additional  separate payment to Players Inc for players,  to
show on counter card boxes:  (1) six or more  examples of the  football  trading
cards  licensed  herein,  and/or (2) a list of six or more players'  names whose
images or likenesses  are used on the football  trading cards  licensed  herein;
provided, however, that such cards are shown with equal prominence, and provided
further,  however,  that  Players Inc shall  retain all rights to prior  written
approval contained hereinabove.

     (I) In the event Licensee wishes to secure an individual  player or players
to make  appearances  to promote  licensed  product(s) or to autograph  licensed
product(s), the selection of such player and the separate fee to Players Inc for
such player services shall be subject to mutual  agreement  between Licensee and
Players Inc. All contact  with  requested  player or his agents shall be made by
Players Inc. Once the

                                        7

<PAGE>

player has made the appearance or performed the autograph service, payment shall
be made immediately to Players Inc. Any such payments shall be separate from and
in addition to any royalties  paid by Licensee  under this  Agreement.  Once the
selection of such player and such separate fee have been agreed upon by Licensee
and Players Inc, in the event of cancellation of such appearance or autographing
by Licensee,  Licensee shall  nevertheless be obligated to make such fee payment
to Players Inc immediately upon such cancellation.

13.  NON-INTERFERENCE. Licensee agrees and acknowledges that it shall not secure
or seek to secure,  directly from any player who is under contract or seeking to
become under contract to an NFL club, or from such player's agent, permission or
authorization  for the use of such player's name,  facsimile  signature,  image,
likeness,  photograph or biography in conjunction  with the licensed  product(s)
herein.

14.  GOODWILL.
 
     (A) Licensee recognizes the great value of the goodwill associated with the
rights  licensed in Paragraph 2 of this  Agreement  and  acknowledges  that such
goodwill belongs exclusively to Players Inc and that said trademarks,  names and
rights licensed in Paragraph 2 of this Agreement have acquired secondary meaning
in the mind of the public.

     (B) Licensee agrees that all elements (including all material of any nature
utilizing in any way the rights licensed hereunder,  including but not by way of
limitation,  all  packages,  cartons,  point  of sale  material,  newspaper  and
magazine  advertisements)  of the licensed  product(s) shall be of high standard
and of such style,  appearance  and quality as to be adequate  and suited to the
best advantage and to the protection and  enhancements of such rights;  that the
marketing of the licensed  product(s)  will be conducted in accordance  with all
applicable  federal,  state  and  local  laws  and  any  other  governmental  or
quasi-governmental laws or regulations of the United States, Canada or any other
country;  and that the licensed  product(s) and their  exploitation  shall be of
high standard and to the best  advantage and that the same in no manner  reflect
adversely upon the good name of Players Inc.

15.  SPECIFIC UNDERTAKINGS OF LICENSEE.

     (A)  Licensee  agrees that every use of the rights  licensed  hereunder  by
Licensee  shall inure to the benefit of Players Inc and that Licensee  shall not
at any time  acquire  any title of  interest in such rights by virtue of any use
Licensee may make of such rights hereunder.

     (B) All rights relating to the rights licensed  hereunder are  specifically
reserved by Players Inc except for the License herein granted to Licensee to use
the rights as specifically and expressly provided in this Agreement.

     (C) Upon  expiration or termination of this  Agreement,  all rights granted
hereunder  shall  immediately  revert to Players Inc, and Licensee  will refrain
from  further  use of such rights or any further  reference  thereto,  direct or
indirect,  except as provided in Paragraph  16(E) below.  Licensee  acknowledges
that  its  failure  to  cease  the  use of such  rights  at the  termination  or
expiration of this Agreement will result in immediate and irreparable  damage to
Licensor,  and/or  individual  National  Football League  player(s),  and to the
rights of any subsequent licensee(s).


                                        8

<PAGE>

     (D) Licensee  agrees to spend the  following  total  amounts on  activities
which stimulate and promote the market for licensed  product(s) subject to prior
written approval by Players Inc of such activities:

          (Information  subject to confidential  treatment.) of sales during the
first year of the Original License Period;

          (Information  subject to confidential  treatment.) of sales during the
second year of the Original License Period; and

          (Information  subject to confidential  treatment.) of sales during the
Additional License Period, if applicable.

     Such  activities  shall  include,  but  not be  limited  to,  sponsorships,
promotions,  autographs,  player appearances, and special events. Licensee shall
provide  documentation  that such  approved  expenditures  have been  made.  The
expenditure  documentation  shall be provided on a quarterly  basis and shall be
certified  by an officer of  Licensee.  Such  documentation  shall be subject to
inspection  and audit by Players Inc on the same basis as  Licensee's  books and
records.

     If, at the end of each  annual  period or  license  period  covered by this
Agreement,  Licensee has not spent the required amount for such period specified
above in this Paragraph  15(D),  then Licensee shall pay to Players Inc no later
than the last day of such period an amount equal to the  difference  between the
amount specified in this Paragraph 15(D) for such period and the amount actually
spent by Licensee during such period on approved activities.

16.  TERMINATION BY PLAYERS INC

     (A) In the event  Licensee  does not  commence  in good  faith to cause the
manufacture,  distribution,  and sale of the licensed product(s), in substantial
quantities  on or before  September  15,  1997,  Players Inc, in addition to all
other  remedies  available to it shall have the option to terminate  the License
granted hereunder upon written notice of such termination to Licensee.

     (B) In the event  Licensee files a petition in bankruptcy or is adjudicated
as bankrupt,  or if a petition in  bankruptcy  is filed  against  Licensee or if
Licensee  becomes  insolvent,  or makes an  assignment  for the  benefit  of its
creditors or an  arrangement  pursuant to any  bankruptcy  laws,  or if Licensee
discontinues its business, or if a receiver is appointed for it or its business,
all rights granted hereunder, without notice, shall terminate automatically upon
the  occurrence  of any such event.  In the event of such  termination,  neither
Licensee nor its receivers,  representatives,  trustees, agents, administrators,
successors,  and/or assigns shall have any right to sell,  exploit or in any way
deal with the rights granted hereunder or with any licensed  product(s),  or any
carton, container, packaging or wrapping material,  advertising,  promotional or
display material pertaining to any licensed product(s).

     (C) If Licensee shall violate any of its other  obligations under the terms
of this Agreement,  Players Inc shall have the right to terminate this Agreement
upon thirty (30) days' notice in writing,  and such notice of termination  shall
become effective  unless Licensee shall  completely  remedy the violation within
the thirty  (30) day period and shall  provide  reasonable  proof to Players Inc
that such violation has

                                        9

<PAGE>


been  remedied.  If this  Agreement  is  terminated  under this  paragraph,  all
royalties  theretofore  accrued  shall  become due and  payable  immediately  to
Players Inc,  and Players Inc shall not be  obligated to reimburse  Licensee for
any royalties paid by Licensee to Players Inc.

     (D)  Failure  to resort to any  remedies  referred  to herein  shall not be
construed as a waiver of any other  rights and remedies to which  Players Inc is
entitled under this Agreement or otherwise.

     (E) Upon  termination  of this  Agreement,  Licensee shall have ninety (90)
days to dispose of and  liquidate all  inventory.  This  inventory  shall not be
available to  Licensee's  customers  after this ninety (90) day period  expires.
Such  disposition  shall conform to this Agreement in all respects.  Players Inc
shall have right to conduct a physical  inventory at the time of  termination if
it so elects.

17.  PARTNERSHIP.  Nothing herein  contained shall be construed to place Players
Inc and  Licensee  in the  relationship  of  partners  or joint  venturers,  and
Licensee  shall  have no power to  obligate  or bind  Players  Inc in any manner
whatsoever.

18.  WAIVER AND/OR  MODIFICATION. None of the terms of this  Agreement  shall be
waived or  modified  except by an express  agreement  in writing  signed by both
parties.  There  are no  representations,  promises,  warranties,  covenants  or
undertakings other than those contained in this Agreement,  which represents the
entire  understanding  of the  parties.  No  written  waiver  shall  excuse  the
performance of an act other than those specified therein.  The failure of either
party hereto to enforce, or delay by either party in enforcing any of its rights
under this  Agreement  shall not be deemed a continuing  waiver or  modification
thereof  and either  party may,  within the time  provided by  applicable  laws,
commence appropriate legal proceeding(s) to enforce any or all of such rights.


19.  NON-ASSIGNABILITY.  This Agreement and all rights and duties  hereunder are
personal to Licensee and shall not,  without  written consent of Players Inc, be
assigned,  mortgaged,  sublicensed  or  otherwise  encumbered  by Licensee or by
operation  of law to any  other  person,  or  entity.  Upon any  such  attempted
unapproved assignment,  mortgage,  license, sublicense or other encumbrance this
Agreement  shall  terminate and all rights granted to Licensee  hereunder  shall
immediately  revert to Players Inc. In addition,  Players Inc may terminate this
Agreement,  at its sole  discretion,  in the  event  that  Licensee  is  merged,
consolidated,  or transfers all or substantially  all of its assets.  If, in its
sole discretion, Players Inc shall exercise such termination, all rights granted
to Licensee hereunder shall immediately revert to Players Inc.

20.  CONSTRUCTION.This Agreement shall be governed by, and shall be construed in
accordance  with the  laws of the  State of New  York of the  United  States  of
America.  The parties  consent to  jurisdiction  under the State of New York and
designate  the  courts of the  State of New York as the  venue  for any  dispute
arising out of, under or relating to this Agreement.





                                       10

<PAGE>

IN WITNESS WHEREOF,  the parties hereto have signed this Agreement as of the day
and date written first above.

The Foregoing is Acknowledged:



NATIONAL FOOTBALL LEAGUE                    THE TOPPS COMPANY, INC.
PLAYERS INCORPORATED



BY:____________________________             BY:________________________


Title:___________________________           Title:_______________________



 



























                                       11

<PAGE>

                                 ATTACHMENT "A"

TEAM:___________________________

                             NFL PLAYERS ASSOCIATION
                           GROUP LICENSING ASSIGNMENT

The  undersigned  player,  a member  of the  National  Football  League  Players
Association ("NFLPA"), hereby assigns to the NFLPA and its licensing affiliates,
if  any,  the  exclusive  right  to use  and  to  grant  to  persons,  firms  or
corporations  (collectively  "licensees")  the right to use his name,  signature
facsimile, voice, picture, photograph,  likeness and/or biographical information
(collectively "image") in group licensing programs. Group licensing programs are
defined as those licensing  programs in which a licensee utilizes a total of six
(6) or more NFL player images in  conjunction  with or on products that are sold
at retail or used as  promotional  or  premium  items.  The  undersigned  player
retains the right to grant permission to a licensee to utilize his image if that
licensee is not concurrently  utilizing the images of five (5) or more other NFL
players in  conjunction  with or on products that are sold at retail or are used
as promotional  or premium items.  If the  undersigned  player's  inclusion in a
particular  NFLPA  program is precluded by an individual  exclusive  endorsement
agreement,  and the undersigned  player provides the NFLPA with timely notice of
that  preclusion,  the NFLPA agrees to exclude the undersigned  player from that
particular program.

     In consideration  for this assignment of right, the NFLPA agrees to use the
revenues it receives from group licensing  programs to support the objectives as
set forth in the By-laws of the NFLPA.  The NFLPA further agrees to use its best
efforts to promote the use of NFL player image in group licensing  programs,  to
provide group licensing  opportunities  to all NFL players and to ensure that no
entity engages in a group  licensing  program  without first obtaining a license
from the NFLPA.  The NFLPA makes no  representations  regarding  group licensing
other than those expressed  herein.  This agreement shall be construed under New
York law.

     This assignment shall expire on December 31, 2001 and may not be revoked or
terminated by the undersigned player until such date.

Dated:_________________________             ______________________________
                                            Player's Signature

Agreed to by the NFLPA:                     _____________________________
                                            Player's Name (PLEASE PRINT)

_______________________________
Name
_______________________________
Title
                                            ------------------------------------




                                            ------------------------------------
                                            Player's Autograph

<PAGE>

                         AMENDMENT TO LICENSE AGREEMENT


     This  Amendment is made and entered into as of this 22nd day of  September,
1998 by and between The Topps Company,  Inc.  ("Licensee") and National Football
League Players Incorporated ("Players Inc").

          1. This Amendment shall serve as an amendment to the License Agreement
entered  into by Licensee and Players Inc on  September  22, 1998 (the  "License
Agreement").  This  Amendment  shall be  effective as of March 1, 1997 and shall
expire on February 28, 1998.

          2.  Licensee  hereby  reaffirms  that  Paragraph  13  of  the  License
Agreement,    titled   Non-Interference,    (hereinafter   referenced   as   the
"Non-Interference  Clause") has been,  and  continues to be, a valid and binding
provision of the License Agreement. Nothing set forth in this Amendment shall be
construed  in  any  way  as a  waiver,  repudiation,  or  nullification  of  the
Non-Interference Clause by Players Inc or Licensee.

          3. In accordance with the settlement of an action brought by the NFLPA
against NFL  Properties in Federal  Court in The Southern  District of New York,
styled National Football League Players  Association v. National Football League
Properties,  et al., 90 Civ.  4244 (MJL),  Players Inc agrees that Licensee may,
pursuant to and without thereby  violating the License  Agreement,  manufacture,
market,  distribute,  and sell the licensed  product(s) for the current  license
period utilizing the image,  likeness,  photograph,  voice,  facsimile signature
and/or  biographical  information  of the  members of the NFL  Quarterback  Club
listed  in  Exhibit  A  hereto  in  conjunction  with the  licensed  product(s);
provided,  however,  that any  licensed  product(s)  produced by Licensee  which
contain players listed on Exhibit A hereto are subject to the terms contained in
the License Agreement, including, but not limited to, Paragraph 12 -- APPROVALS.
All such licensed  product(s) must relate directly to the 1997 football  season.
NFL Properties has agreed,  as part of the settlement of the Properties  action,
to license the players  listed on Exhibit A hereto to Licensee on a royalty free
basis.

          4.  Licensee  shall  pay the full  royalties  owed to  Players  Inc in
accordance with the License Agreement, including, without limitation,  royalties
for any licensed  products sold by Licensee  that utilize the  identities of the
players  listed in Exhibit A hereto  and,  subject  only to  Paragraph  6 of the
License  Agreement,  shall make no deduction nor pro-ration,  of those royalties
for any reason whatsoever.

          5. Licensee  expressly warrants and represents that prior to inclusion
in licensed  products of the players listed on Exhibit A for the current license
period, it will obtain from NFL Properties,  agent for the NFL Quarterback Club,
the  non-exclusive  right to utilize the image,  likeness,  photograph,  voices,
facsimile  signature  and/or  biographical  information of the players listed in
Exhibit A hereto. To obtain such right Licensee must: (i) deal directly with NFL
Properties,  on  behalf  of the  NFL  Quarterback  Club;  and  (ii)  accept  NFL
Properties  standard form licensing agreement for NFL Quarterback Club licenses;
provided,  however,  that such form licensing agreement shall not provide for or
require Licensee to make any payment to any entity or person for such right.

          6. Licensee  indemnifies  Players Inc and undertakes to defend Players
Inc against, and hold Players Inc harmless from any liabilities, losses, damages
and expenses (including  reasonable  attorney's fees and cost of suit) resulting
from any and all claims,  causes of action or suits brought  against Players Inc
based upon the exercise by Licensee of the rights obtained by it to manufacture,
market and sell any licensed products  utilizing the players listed on Exhibit A

<PAGE>

hereto. Players Inc shall have the right to approve of counsel selected pursuant
to this Paragraph 6, which approval shall not unreasonably be withheld.

          7. Licensee  agrees that it will continue to abide by all terms of the
License Agreement.

          8. It is hereby  agreed that to the extent that this  Amendment  shall
conflict with the License  Agreement,  the terms of this Amendment shall govern.
In all other respects, the parties hereto agree that the License Agreement shall
remain in full force and effect.

          9. Each party hereto acknowledges: (i) that it is voluntarily entering
into this  Amendment;  (ii) that it has had the benefit of counsel of its choice
in connection with the  negotiation  and execution of this Amendment;  and (iii)
that it has neither sought nor obtained any  inducements or other  consideration
beyond that which is contained herein.

          10. This Amendment may not be amended, modified or altered except by a
writing executed by duly-authorized officers of each party.

          11. This  Amendment  shall be governed by, and construed in accordance
with,  the laws of the State of New York of the United  States of  America.  Any
dispute or litigation arising out of, under or relating to this Amendment may be
brought in the courts of the State of New York,  which the parties  hereby agree
shall have jurisdiction and venue over any such claim.

          12. If any portion of this  Amendment is deemed void or  unenforceable
for any reason whatsoever,  the remaining terms and conditions of this Amendment
shall remain in full force and effect.

          IN WITNESS  WHEREOF,  the parties hereto have signed this Agreement as
of the day and date written first above.

                                            THE TOPPS COMPANY, INC.


                                            By:___________________________

                                            Title:__________________________


                                            NATIONAL FOOTBALL LEAGUE
                                             PLAYERS INCORPORATED


                                            By:___________________________
 
                                            Title:__________________________



<PAGE>


                                    EXHIBIT A
                          NFL QUARTERBACK CLUB MEMBERS
<TABLE>
<S>                                        <C>                                        <C>

------------------------------------------- ------------------------------------------ ------------------------------------------  
BUFFALO BILLS                               MIAMI DOLPHINS                             SAN FRANCISCO 49ERS
Jim Kelly                                   Dan Marino                                 Steve Young
                                            Bernie Kosar                               Jerry Rice

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
CHICAGO BEARS                               MINNESOTA VIKINGS                          SEATTLE SEAHAWKS
Erik Kramer                                 Randall Cunningham                         Warren Moon
Rick Mirer

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
CINCINNATI BENGALS                          NEW ENGLAND PATRIOTS
Jeff Blake                                  Drew Bledsoe
Boomer Esiason

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
DALLAS COWBOYS                              NEW ORLEANS SAINTS
Troy Aikman                                 Jim Everett
Michael Irvin                               Heath Shuler
Emmitt Smith

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
DENVER BRONCOS                              NEW YORK GIANTS
Bubby Brister                               Dave Brown
John Elway                                  Phil Simms

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
DETROIT LIONS                               NEW YORK JETS
Barry Sanders                               Neil O'Donnell

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
GREEN BAY PACKERS                           OAKLAND RAIDERS
Brett Favre                                 Jeff George

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
INDIANAPOLIS COLTS                          PITTSBURGH STEELERS
Jim Harbaugh                                Kordell Stewart

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
JACKSONVILLE JAGUARS                        SAN DIEGO CHARGERS
Mark Brunell                                Junior Seau
------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------

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

9/22/98                                                                         1997 QBC MEMBERS
</TABLE>

<PAGE>


                         AMENDMENT TO LICENSE AGREEMENT


     This  Amendment is made and entered into as of this 22nd day of  September,
1998 by and between The Topps Company,  Inc.  ("Licensee") and National Football
League Players Incorporated ("Players Inc").

          1. This Amendment shall serve as an amendment to the License Agreement
entered  into by Licensee and Players Inc on  September  22, 1998 (the  "License
Agreement").  This  Amendment  shall be  effective as of March 1, 1998 and shall
expire on February 28, 1999.

          2.  Licensee  hereby  reaffirms  that  Paragraph  13  of  the  License
Agreement,    titled   Non-Interference,    (hereinafter   referenced   as   the
"Non-Interference  Clause") has been,  and  continues to be, a valid and binding
provision of the License Agreement. Nothing set forth in this Amendment shall be
construed  in  any  way  as a  waiver,  repudiation,  or  nullification  of  the
Non-Interference Clause by Players Inc or Licensee.

          3. In accordance with the settlement of an action brought by the NFLPA
against NFL  Properties in Federal  Court in The Southern  District of New York,
styled National Football League Players  Association v. National Football League
Properties,  et al., 90 Civ.  4244 (MJL),  Players Inc agrees that Licensee may,
pursuant to and without thereby  violating the License  Agreement,  manufacture,
market,  distribute,  and sell the licensed  product(s) for the current  license
period utilizing the image,  likeness,  photograph,  voice,  facsimile signature
and/or  biographical  information  of the  members of the NFL  Quarterback  Club
listed  in  Exhibit  A  hereto  in  conjunction  with the  licensed  product(s);
provided,  however,  that any  licensed  product(s)  produced by Licensee  which
contain players listed on Exhibit A hereto are subject to the terms contained in
the License Agreement, including, but not limited to, Paragraph 12 -- APPROVALS.
All such licensed  product(s) must relate directly to the 1998 football  season.
NFL Properties has agreed,  as part of the settlement of the Properties  action,
to license the players  listed on Exhibit A hereto to Licensee on a royalty free
basis.

          4.  Licensee  shall  pay the full  royalties  owed to  Players  Inc in
accordance with the License Agreement, including, without limitation,  royalties
for any licensed  products sold by Licensee  that utilize the  identities of the
players  listed in Exhibit A hereto  and,  subject  only to  Paragraph  6 of the
License  Agreement,  shall make no deduction nor pro-ration,  of those royalties
for any reason whatsoever.

          5. Licensee  expressly warrants and represents that prior to inclusion
in licensed  products of the players listed on Exhibit A for the current license
period, it will obtain from NFL Properties,  agent for the NFL Quarterback Club,
the  non-exclusive  right to utilize the image,  likeness,  photograph,  voices,
facsimile  signature  and/or  biographical  information of the players listed in
Exhibit A hereto. To obtain such right Licensee must: (i) deal directly with NFL
Properties,  on  behalf  of the  NFL  Quarterback  Club;  and  (ii)  accept  NFL
Properties  standard form licensing agreement for NFL Quarterback Club licenses;
provided,  however,  that such form licensing agreement shall not provide for or
require Licensee to make any payment to any entity or person for such right.

          6. Licensee  indemnifies  Players Inc and undertakes to defend Players
Inc against, and hold Players Inc harmless from any liabilities, losses, damages
and expenses (including  reasonable  attorney's fees and cost of suit) resulting
from any and all claims,  causes of action or suits brought  against Players Inc
based upon the exercise by Licensee of the rights obtained by it to manufacture,
market and sell any licensed products  utilizing the players listed on Exhibit A

<PAGE>

hereto. Players Inc shall have the right to approve of counsel selected pursuant
to this Paragraph 6, which approval shall not unreasonably be withheld.

          7. Licensee  agrees that it will continue to abide by all terms of the
License Agreement.

          8. It is hereby  agreed that to the extent that this  Amendment  shall
conflict with the License  Agreement,  the terms of this Amendment shall govern.
In all other respects, the parties hereto agree that the License Agreement shall
remain in full force and effect.

          9. Each party hereto acknowledges: (i) that it is voluntarily entering
into this  Amendment;  (ii) that it has had the benefit of counsel of its choice
in connection with the  negotiation  and execution of this Amendment;  and (iii)
that it has neither sought nor obtained any  inducements or other  consideration
beyond that which is contained herein.

          10. This Amendment may not be amended, modified or altered except by a
writing executed by duly-authorized officers of each party.

          11. This  Amendment  shall be governed by, and construed in accordance
with,  the laws of the State of New York of the United  States of  America.  Any
dispute or litigation arising out of, under or relating to this Amendment may be
brought in the courts of the State of New York,  which the parties  hereby agree
shall have jurisdiction and venue over any such claim.

          12. If any portion of this  Amendment is deemed void or  unenforceable
for any reason whatsoever,  the remaining terms and conditions of this Amendment
shall remain in full force and effect.

          IN WITNESS  WHEREOF,  the parties hereto have signed this Agreement as

of the day and date written first above.

                                            THE TOPPS COMPANY, INC.


                                            By:___________________________

                                            Title:__________________________


                                            NATIONAL FOOTBALL LEAGUE
                                             PLAYERS INCORPORATED


                                            By:___________________________
 
                                            Title:__________________________



<PAGE>


                                    EXHIBIT A
                          NFL QUARTERBACK CLUB MEMBERS
<TABLE>
<S>                                        <C>                                        <C>

------------------------------------------- ------------------------------------------ ------------------------------------------
ARIZONA CARDINALS                           MIAMI DOLPHINS                             SAN FRANCISCO 49ERS
David Brown                                 Dan Marino                                 Steve Young
                                            Bernie Kosar                               Jerry Rice

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
BUFFALO BILLS                               MINNESOTA VIKINGS                          SEATTLE SEAHAWKS
Jim Kelly                                   Randall Cunningham                         Warren Moon

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
CHICAGO BEARS                               NEW ENGLAND PATRIOTS
Erik Kramer                                 Drew Bledsoe
Rick Mirer

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
CINCINNATI BENGALS                          NEW ORLEANS SAINTS
Jeff Blake                                  Jim Everett
Boomer Esiason                              Heath Shuler

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
DALLAS COWBOYS                              NEW YORK GIANTS
Troy Aikman                                 Dave Brown
Michael Irvin                               Phil Simms

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
DENVER BRONCOS                              NEW YORK JETS
Bubby Brister                               Neil O'Donnell
John Elway

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
DETROIT LIONS                               OAKLAND RAIDERS
Barry Sanders                               Jeff George

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
GREEN BAY PACKERS                           PITTSBURGH STEELERS
Brett Favre                                 Kordell Stewart
Rick Mirer

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

------------------------------------------- ------------------------------------------ ------------------------------------------
------------------------------------------- ------------------------------------------ ------------------------------------------
INDIANAPOLIS COLTS                          SAN DIEGO CHARGERS
Jim Harbaugh                                Junior Seau

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

------------------------------------------- ------------------------------------------ ------------------------------------------
9/22/98                                                                         1998 QBC MEMBERS
</TABLE>