UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark  One)
[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 28, 1999.


                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from__________________  to  __________________


Commission File Number:  0-15817


                             THE TOPPS COMPANY, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                   11-2849283
      (State or other jurisdiction                     (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                    One Whitehall Street, New York, NY 10004
          (Address of principal executive offices, including zip code)

                                 (212) 376-0300
              (Registrant's telephone number, including area code)













Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes X   No .


The number of outstanding shares of Common Stock as of October 7, 1999 was
46,565,092.


<PAGE>



                            THE TOPPS COMPANY, INC.




--------------------------------------------------------------------------------
                         PART I - FINANCIAL INFORMATION
--------------------------------------------------------------------------------


ITEM 1.  FINANCIAL STATEMENTS


               Index                                             Page

Condensed Consolidated Balance Sheets as of
August 28, 1999 and February 27, 1999                            3

Condensed Consolidated Statements of Operations
for the thirteen and twenty-six weeks ended
August 28, 1999 and August 29, 1998                              4

Condensed Consolidated Statements of Comprehensive
Income for the thirteen and twenty-six weeks ended
August 28, 1999 and August 29, 1998                              5

Condensed Consolidated Statements of Cash Flows
for the twenty-six weeks ended August 28, 1999
and August 29, 1998                                              6

Notes to Condensed Consolidated Financial Statements             7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS           12





--------------------------------------------------------------------------------
                           PART II - OTHER INFORMATION
--------------------------------------------------------------------------------


ITEM 7.  EXHIBITS AND REPORTS ON FORM 8-K                        16



The condensed  consolidated financial statements for the thirteen and twenty-six
weeks ended  August 28, 1999  included  herein have been  reviewed by Deloitte &
Touche LLP,  independent  public  accountants,  in accordance  with  established
professional standards for such a review. The report of Deloitte & Touche LLP is
included on page 11.


                                        2

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   (Unaudited)
                                                    August            February
                                                    28, 1999          27, 1999
                                                    --------          --------
                                                      (amounts in thousands
                                                        except share data)
<TABLE>
<S>                                                 <C>               <C>

ASSETS
------
CURRENT ASSETS:
  Cash and cash equivalents ......................  $  57,090         $ 41,728
  Accounts receivable - net ......................     42,688           29,118
  Inventories ....................................     16,536           16,221
  Income tax receivable ..........................        212              269
  Deferred tax assets ............................      3,369            1,342
  Prepaid expenses and other current assets ......      3,860            4,860
                                                    ---------         --------
      TOTAL CURRENT ASSETS .......................    123,755           93,538
                                                    ---------         --------

PROPERTY, PLANT, & EQUIPMENT .....................     14,340           13,045
  Less:  accumulated depreciation and amortization      6,357            5,616
                                                    ---------         --------
      NET PROPERTY, PLANT & EQUIPMENT ............      7,983            7,429
                                                    ---------         --------

INTANGIBLE ASSETS, net of accumulated
  amortization of $42,002 and $40,693 ............     58,898           60,207
OTHER ASSETS .....................................      2,898            2,908
                                                    ---------         --------
      TOTAL ASSETS ...............................  $ 193,534         $164,082
                                                    =========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
  Accounts payable ...............................  $  12,820         $ 15,022
  Accrued expenses and other liabilities .........     52,318           38,051
  Current portion of long-term debt ..............     10,367           10,625
  Income taxes payable ...........................      7,889            4,921
                                                    ---------         --------
      TOTAL CURRENT LIABILITIES ..................     83,394           68,619

LONG-TERM DEBT, less current portion .............       --              5,158
DEFERRED INCOME TAXES ............................      4,495            5,143
OTHER LIABILITIES ................................      8,486            7,938
                                                    ---------         --------
      TOTAL LIABILITIES ..........................     96,375           86,858
                                                    ---------         --------

STOCKHOLDERS' EQUITY:
  Preferred stock, par value $.01 per share
    authorized 10,000,000 shares, none issued
  Common stock, par value $.01 per share,
    authorized 100,000,000 shares;
    issued 47,668,259 shares, less 1,102,500
    shares in Treasury stock .....................        477              475
  Additional paid-in capital .....................     17,390           16,841
  Treasury stock, 1,102,500 shares ...............     (8,881)          (8,881)
  Retained earnings ..............................     88,923           69,775
  Cumulative foreign currency adjustment .........       (750)           (986)
                                                    ---------         --------
    TOTAL STOCKHOLDERS'EQUITY ....................     97,159           77,224
                                                    ---------         --------
    TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY .....................................  $ 193,534         $164,082
                                                    =========         ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        3

<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                     (Unaudited)
<TABLE>
<S>                                               <C>         <C>               <C>            <C>
                                                   Thirteen weeks ended          Twenty-six weeks ended
                                                   August         August         August         August
                                                  28, 1999       29, 1998       28, 1999       29, 1998
                                                  --------       --------       --------       --------
                                                        (Amounts in thousands, except share data)
</TABLE>

<TABLE>
<S>                                               <C>         <C>                  <C>         <C>



Net sales ..................................      $  80,391   $  57,868         $ 165,332   $ 111,195

Cost of sales ..............................         43,105      32,563            90,299      64,211
                                                  ---------   ---------         ---------   ---------

      Gross profit on sales ................         37,286      25,305            75,033      46,984

Other income (expense) .....................            557        (197)              465          72
                                                  ---------   ---------          --------   ---------

                                                     37,843      25,108            75,498      47,056

Selling, general and administrative expenses         21,318      19,276            43,395      37,170

Gain on disposition of assets ..............           --         2,836              --         3,876
                                                  ---------   ---------         ---------   ---------

     Income from operations ................         16,525       8,668            32,103      13,762

Interest income (expense), net .............            223        (226)              352        (591)
                                                  ---------   ---------         ---------   ---------

Income before provision for income taxes ...         16,748       8,442            32,455      13,171

Provision for income taxes .................          6,867       3,629            13,307       5,662
                                                  ---------   ---------         ---------   ---------

                  Net income ...............      $   9,881   $   4,813         $  19,148   $   7,509
                                                   =========   =========        =========   =========


Net income per share - basic ................     $    0.21   $    0.10         $    0.41   $    0.16
                     - diluted ..............          0.21        0.10              0.40        0.16


Weighted average shares outstanding - basic        46,495,362    46,400,010     46,461,568    46,400,010
                                    - diluted      47,541,323    46,723,151     47,295,484    46,727,217
</TABLE>




See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                       4


<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                              COMPREHENSIVE INCOME


                                                                     (Unaudited)
<TABLE>
<S>                                            <C>          <C>            <C>            <C>
                                                Thirteen weeks ended       Twenty-six weeks ended
                                                August       August        August         August
                                               28, 1999     29, 1998       28, 1999       29, 1998
                                               --------     --------       --------       --------
                                                            (amounts in thousands)
</TABLE>

<TABLE>
<S>                                            <C>          <C>            <C>            <C>
Net income ..................................  $  9,881     $  4,813       $ 19,148       $  7,509

Currency translation adjustment .............      (170)        (230)           236            352
                                                 ------       ------         ------         ------

Comprehensive income ........................  $  9,711     $  4,583       $ 19,384       $  7,861
                                                 ======       ======         ======         ======

</TABLE>





















See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.


                                        5

<PAGE>


                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       (Unaudited)
                                                                 Twenty-six weeks ended
                                                                 August         August
                                                                 28, 1999       29, 1998
                                                                 --------       --------
<S>                                                              <C>            <C>
Cash flows from operating activities:
    Net income ...............................................  $ 19,148        $  7,509
    Add (subtract) non-cash items included in income:
         Depreciation and amortization .......................     2,225           2,316
         Deferred taxes on income ............................    (2,674)            377
         Gain on sale of property, plant and equipment .......      --            (3,876)

    Net effect of changes in:
         Receivables .........................................   (13,570)         17,285
         Inventories .........................................      (314)          2,481
         Income tax receivable ...............................        57           6,505
         Prepaid expenses and other current assets ...........       997          (2,645)
         Payables and other current liabilities ..............    15,031          (8,987)
         Other ...............................................       667             842
                                                                --------        --------
                 Cash provided by operating activities .......    21,567          21,807
                                                                --------        --------
Cash flows from investing activities:
    Proceeds from disposition of property, plant and equipment      --             5,562
    Additions to property, plant and equipment ...............    (1,338)           (335)
                                                                --------        --------
                Cash provided (used) by investing activities .    (1,338)          5,227
                                                                --------        --------

Cash flows from financing activities:
     Reduction of debt .......................................    (5,417)        (10,167)
     Exercise of employee stock options ......................       550              --
                                                                --------        --------
                 Cash provided (used) by financing activities     (4,867)        (10,167)
                                                                --------        --------

Net increase in cash .........................................    15,362          16,867
Cash at beginning of year ....................................    41,728          22,153
                                                                --------        --------
Cash at end of period ........................................  $ 57,090        $ 39,020
                                                                ========        ========


Interest paid ................................................  $    603        $  1,532
Income taxes paid ............................................  $  4,330        $    214

</TABLE>




See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.

                                        6

<PAGE>

                    THE TOPPS COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     TWENTY-SIX WEEKS ENDED AUGUST 28, 1999


1.   Basis of Presentation

     The  accompanying   unaudited  condensed  interim  consolidated   financial
     statements have been prepared by The Topps Company,  Inc. and  subsidiaries
     (the "Company") pursuant to the rules and regulations of the Securities and
     Exchange Commission and reflect all adjustments,  which are, in the opinion
     of  management,   considered  necessary  for  a  fair  presentation.  These
     statements do not include all  information  required by generally  accepted
     accounting principles to be included in a full set of financial statements.
     Operating  results for the thirteen weeks and twenty-six weeks ended August
     28, 1999 and August 29, 1998 are not necessarily  indicative of the results
     that may be expected for the year ending  February  26,  2000.  For further
     information  refer  to the  consolidated  financial  statements  and  notes
     thereto in the  Company's  annual  report for the year ended  February  27,
     1999.

 2. Quarterly Comparison

     Management  believes  that  quarter-to-quarter  comparisons  of  sales  and
     operating results are affected by a number of factors, including the timing
     of  product   introductions  and  variations  in  shipping  and  production
     scheduling  requirements.  Thus,  annual  sales and  earnings  amounts  are
     unlikely to consist of equal quarterly portions.

3.   Inventories

                                           (Unaudited)
                                           August           February
                                           28, 1999         27, 1999
                                           --------         --------
                                             (amounts in thousands)

Raw materials                              $  2,238         $  2,097
Work in process                                 348            1,020
Finished products                            13,950           13,104
                                            -------          -------
Total                                      $ 16,536         $ 16,221
                                            =======          =======



4.   Segment Information

     Following  is the  breakdown  of industry  segments as required by SFAS No.
     131. The Company has three reportable business segments: Collectible Sports
     Products, Confectionery and Entertainment Products.

     The Collectible Sports Products segment primarily consists of trading cards
     featuring  players from Major  League  Baseball,  the  National  Basketball
     Association, the National Football League and the National Hockey League as
     well as  sticker/album  products  featuring  players from certain  European
     soccer leagues.

     The  Confectionery  segment  consists  of a variety  of  lollipop  products
     including  Ring Pop,  Push Pop,  Baby Bottle Pop and Flip Pop,  the Bazooka
     bubble gum line and other children's confectionery products.

                                        7

<PAGE>


     The Entertainment Products segment consists of trading cards, sticker/album
     products  and  magazines  utilizing  licenses  that feature  elements  from
     popular films, television shows and other entertainment properties.

     The Company's  management  evaluates the  performance of each segment based
     upon its  contributed  margin,  which is net sales ( defined as gross sales
     net of  provisions  for returns and  discounts  &  allowances)less  cost of
     goods,  product  development  costs,  advertising and promotional costs and
     obsolescence,  but before unallocated  general and administrative  expenses
     and manufacturing  overhead,  depreciation and  amortization,  other income
     (expense), gains on disposition of assets and interest income (expense).

     The Company  does not  allocate  assets  among its  business  segments  and
     therefore  does not  include a  breakdown  of assets  or  depreciation  and
     amortization by segment.

<TABLE>
<CAPTION>
                                               Thirteen weeks ended        Twenty-six weeks ended
                                             August         August         August         August
                                             28, 1999       29, 1998       28, 1999       29, 1998
                                             --------       --------       --------       --------
                                                           (In thousand of dollars)

<S>                                          <C>            <C>            <C>            <C>

Net Sales

Collectible Sports Products ...............  $  29,721      $ 27,554       $  70,029      $  51,465
Confectionery .............................     36,488        28,492          70,375         55,491
Entertainment Products ....................     14,182         1,822          24,928          4,239
                                             ---------      --------       ---------      ---------
Total .....................................  $  80,391      $ 57,868       $ 165,332      $ 111,195
                                             =========      ========       =========      =========

Contributed Margin

Collectible Sports Products ...............  $  11,534      $ 10,685       $  27,712       $  19,793
Confectionery .............................     12,008         7,940          20,617          15,728
Entertainment Products ....................      7,168           535          12,197             889
                                             ---------      --------       ---------       ---------
Total .....................................  $  30,710      $ 19,160       $  60,526       $  36,410
                                             =========      ========       =========       =========


Reconciliation of contributed margin to
  income before provision for income taxes:

Total contributed margin ..................  $  30,710      $ 19,160       $  60,526       $  36,410
Unallocated general and administrative
  expenses and manufacturing overhead .....    (13,633)      (11,977)        (26,663)        (24,280)
Depreciation & amortization ...............     (1,109)       (1,154)         (2,225)         (2,316)
Other income (expense) ....................        557          (197)            465              72
Gain on disposition of assets .............       --           2,836              --           3,876
                                             ---------      --------       ---------       ---------
Income from operations ....................     16,525         8,668          32,103          13,762
Interest income (expense), net ............        223          (226)            352            (591)
                                             ---------      --------       ---------       ---------
Income before provision for income taxes ..  $  16,748      $  8,442       $  32,455       $  13,171
                                             =========      ========       =========       =========

</TABLE>
                                        8

<PAGE>
Beginning with the periods shown above,  the Company has refined its methodology
for  segment  reporting.  These  refinements  have  resulted  in  changes in the
allocations  of net sales among the segments  and the transfer of certain  labor
costs from  unallocated  general and  administraive  expenses and  manufacturing
overhead to within  confectionery  contributed margin.  These refinements do not
result in any change in previously-reported figures for net sales or net income.

<TABLE>
<CAPTION>

                                           Thirteen Weeks Ended         Full Year Ended
                                           May          May          February     February
                                           29, 1999     30, 1998     27, 1999     28, 1998
                                           --------     --------     --------     --------
                                                       (In thousands of dollars)
<S>                                        <C>         <C>           <C>          <C>
Net Sales

Collectible Sports Products ............   $  40,308    $  23,911    $ 124,855    $ 141,324
Confectionery ..........................      33,887       26,999       95,238       84,514
Entertainment Products .................      10,746        2,417        9,321       15,412
                                           ---------    ---------    ---------    ---------
Total ..................................   $  84,941    $  53,327    $ 229,414    $ 241,250
                                           =========    =========    =========    =========

Contributed Margin

Collectible Sports Products ............   $  16,178    $   9,108    $  48,414    $  40,326
Confectionery ..........................       8,609        7,788       24,736       16,496
Entertainment Products .................       5,029          354        1,594       (1,668)
                                           ---------    ---------    ---------    ---------
Total ..................................   $  29,816    $  17,250    $  74,744    $  55,154
                                           =========    =========    =========    =========

Reconciliation of contributed margin
  to income before provision
  for income taxes:

Total contributed margin ...............   $  29,816    $  17,250    $  74,744    $  55,154
Unallocated general and
   administrative expenses and
   manufacturing overhead ..............     (13,030)     (12,303)     (47,370)     (49,508)
Depreciation & amortization ............      (1,116)      (1,162)      (4,871)      (4,374)
Other income (expense) .................         (92)         269          676          390
Gain on disposition of assets ..........        --          1,040        3,479       (3,682)
                                           ---------    ---------    ---------    ---------
Income from operations .................      15,578        5,094       26,658       (2,020)
Interest income (expense), net .........         129         (365)        (454)      (1,585)
                                           ---------    ---------    ---------    ---------
Income before provision for income taxes   $  15,707    $   4,729    $  26,204    $  (3,605)
                                           =========    =========    =========    =========
</TABLE>










                                      9
<PAGE>


In addition,  business segment  information for the third and fourth quarters of
Fiscal 1999 which has not been previously reported, is shown below.
<TABLE>
<S>                                        <C>         <C>
                                           Thirteen Weeks Ended
                                           February    November
                                           27, 1999    28, 1998
                                           --------    --------
                                        (In thousands of dollars)

Net Sales

Collectible Sports Products ............   $ 34,340    $ 39,050
Confectionery ..........................     15,825      23,922
Entertainment Products .................        407       4,675
                                           --------    --------
Total ..................................   $ 50,572    $ 67,647
                                           ========    ========

Contributed Margin

Collectible Sports Products ............   $ 14,812    $ 13,809
Confectionery ..........................      3,279       5,729
Entertainment Products .................       (265)        970
                                           --------    --------
Total ..................................   $ 17,826    $ 20,508
                                           ========    ========

Reconciliation of contributed margin
  to income before provision
  for income taxes:

Total contributed margin ...............   $ 17,826    $ 20,508
Unallocated general and administrative
  expenses and manufacturing overhead ..    (11,073)    (12,017)
Depreciation & amortization ............     (1,399)     (1,156)
Other income (expense) .................        742        (138)
Gain on disposition of assets ..........       (397)       --
                                           --------    --------
Income from operations .................      5,699       7,197
Interest income (expense), net .........         77          60
                                           --------    --------
Income before provision for income taxes   $  5,776    $  7,257
                                           ========    ========
</TABLE>


                                      10

<PAGE>




INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------



Board of Directors and Stockholders
The Topps Company, Inc.


We have made a review of the accompanying  condensed  consolidated balance sheet
of The Topps Company,  Inc. and  subsidiaries  (the  "Company") as of August 28,
1999, and the related condensed  consolidated  statements of operations and cash
flows for the thirteen  week and  twenty-six  week periods ended August 28, 1999
and August  29,  1998,  in  accordance  with the  standards  established  by the
American Institute of Certified Public Accountants.

A review of interim financial  information  consists principally of obtaining an
understanding   of  the  system  for  the   preparation  of  interim   financial
information,  applying  analytical  procedures to financial  data, and of making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  the  objective of which is the  expression of an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet of the Company as of February  27,
1999,  and the related  consolidated  statements  of  operations,  stockholders'
equity,  and cash flows for the year then ended (not presented  herein);  and in
our report dated April 2, 1999,  we expressed  an  unqualified  opinion on those
consolidated financial statements.  In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of February 27, 1999 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.



DELOITTE & TOUCHE LLP



September 22, 1999
New York, New York




                                       11
<PAGE>


ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
        ------------------------------------------------------------------------
          of Operations
          -------------


Second Quarter of Fiscal 2000 (thirteen weeks ended August 28, 1999) compared to
--------------------------------------------------------------------------------
Second   Quarter  of  Fiscal  1999   (thirteen   weeks  ended  August  29, 1998)
--------------------------------------------------------------------------------

Net sales for the second quarter of fiscal 2000 increased 38.9% to $80.4 million
from  $57.9  million  for the same  period  last  year.  This was the  result of
increases in each of the Company's three key business segments.


Net sales of collectible sports products, which consist of both sports cards and
sports  sticker/album  products,  increased  7.9% to $29.7 million in the second
quarter of fiscal 2000 from $27.6 million in the  comparable  quarter last year.
This  increase  was  largely  the result of the timing of  certain  sports  card
releases versus the prior year.  Excluding the impact of timing, sales of sports
card products were virtually flat as increased  sales of football and basketball
products  were  offset  by lower  sales of U.S.  baseball  and  European  soccer
products.

Net sales of  confectionery  products  increased  28.1% in the second quarter of
this year to $36.5  million from $28.5  million in fiscal 1999.  This growth was
the result of the  continuing  success of Baby  Bottle Pop as well as  increased
sales in the U.S. of Ring Pop and Push Pop.

Net sales of  entertainment  products,  which  consist of  entertainment  cards,
magazines and sticker/album  products,  increased to $14.2 million in the second
quarter of fiscal 2000 from $1.8 million in fiscal 1999.  This was primarily the
result  of  the  domestic   introduction   of  Pokemon  trading  cards  and  the
international roll out of Star Wars sticker/album  collections.  Distribution of
Pokemon  cards  began  during  the last week of the  period  and  accounted  for
approximately  $7  million in net sales and $0.05 of  earnings  per share in the
second quarter.

Gross profit as a percentage of net sales for the second  quarter of fiscal 2000
increased  to 46.4% as compared  with 43.7% for the same period last year.  This
margin  improvement  was  the  result  of  an  increase  in  the  percentage  of
entertainment product sales, as well as the overall increase in revenues,  which
resulted in the further leverage of fixed costs.

Other income (expense) (previously referred to as Royalties and other income and
expense),  increased to $557,000 in the second quarter this year from an expense
of $197,000  last year.  This was  primarily  the result of the  recovery of VAT
(Value Added Tax) taxes in Mexico and France and the absence of foreign exchange
translation losses in Mexico.

Selling,  general and administrative ("SG&A") expenses decreased as a percentage
of net sales to 26.5% in the second quarter of fiscal 2000 from 33.3% a year ago
as a result of the increase in sales.  SG&A dollar  spending  increased to $21.3
million from $19.3 million due to higher advertising and marketing expenditures,
higher broker commissions as a result of the increase in confectionery sales and
the  effect of an  earlier  accrual  in  connection  with the  Company's  annual
incentive bonus plan.

Income from  operations  in the second  quarter of fiscal  1999  included a $2.8
million gain on the sales of the Company's  manufacturing plant in Cork, Ireland
and equipment from both the Cork, Ireland and Duryea, Pennsylvania facilities.

Interest  income  (expense),  net  increased  to  $223,000  in fiscal  2000 from
$(226,000) in fiscal 1999 due to a reduction in the Company's  outstanding  loan
balance and an increase in cash on hand.

The effective tax rate for the second quarter of fiscal 2000 was 41.0% versus an
effective rate of 43.0% for the same period a year ago.


                                       12

<PAGE>

Net income for the second quarter of fiscal 2000 was $9.9 million,  or $0.21 per
diluted share,  as compared with $4.8 million,  or $0.10 per diluted share,  for
the same period last year.


First Half of Fiscal 2000  (twenty-six  weeks ended August 28,1999)  compared to
--------------------------------------------------------------------------------
the  First  Half of  Fiscal  1999  (twenty-six  weeks  ended  August  29,  1998)
--------------------------------------------------------------------------------

Net sales for the first half of fiscal 2000  increased  48.7% to $165.3  million
from  $111.2  million  for the same  period  last  year.  This was the result of
increases in each of the Company's three key segments.

Net sales of collectible sports products increased 36.1% to $70.0 million in the
first half of fiscal 2000 from $51.5 million in the comparable period last year.
This  increase  was the result of several  factors  including  the  shipment  of
basketball  card  products  which  normally  would have  occurred  in the fourth
quarter  of  fiscal  1999,  but were  delayed  into  fiscal  2000 due to the NBA
lockout.  Higher  baseball  card  sales  (in part the  result  of the  timing of
shipments), the Company's return to the NHL hockey market and increased sales of
football  products  also  contributed  to the increase.  Sales of  international
soccer sticker/album products were less this year than last.

Net sales of  confectionery  products  increased 26.8% in the first half of this
year to $70.4  million from $55.5  million in fiscal  1999.  This growth was the
result of the continuing  success of Baby Bottle Pop which was  introduced  last
year,  increased  sales in the U.S. of Ring Pop and Push Pop and the roll out of
Bazooka Pop (the  Company's new  gum-filled  lollipop).  Confectionery  sales in
Brazil were less this year than last as a result of the currency devaluation.

Net sales of entertainment products increased to $24.9 million in the first half
of fiscal 2000 from $4.2 million last year.  This  increase  was  primarily  the
result of the sales of Star Wars products in the U.S. and abroad, as well as the
initial  shipment  of  Pokemon  cards  at the  end of the  second  quarter.  WCW
wrestling cards also contributed to year-over-year growth.

Gross  profit as a  percentage  of net sales for the first  half of fiscal  2000
increased  to 45.4% as compared  with 42.3% for the same  period last year.  The
margin  improvement  was the result of the favorable  product mix as well as the
increase in sales overall which resulted in the further leverage of fixed costs.

Other income (expense) (previously referred to as Royalties and other income and
expense), increased to $465,000 in the first half of this year from $72,000 last
year.  This  increase was  primarily  the result of the recovery of VAT taxes in
Mexico and France and the  absence  of foreign  exchange  translation  losses in
Mexico.

Selling, general & administrative ("SG&A") expenses decreased as a percentage of
net sales to 26.2% in the first  half of fiscal  2000 from 33.4% a year ago as a
result of higher  sales.  SG&A dollar  spending  increased to $43.4 million from
$37.2 million due to increases in advertising and marketing costs, higher broker
commissions as a result of the increase in confectionery sales and the timing of
an accrual for the incentive bonus program.

Income from  operations in the first half of fiscal 1999 included a $3.9 million
gain on the sales of the  Company's  manufacturing  plant in Cork,  Ireland  and
equipment from both the Cork, Ireland and Duryea, Pennsylvania facilities.

Interest income (expense), net increased to $352,000 in the first half of fiscal
2000 from $(591,000)  last year due to a reduction in the Company's  outstanding
loan balance and an increase in cash on hand.

The  effective tax rate for the first six months of fiscal 2000 was 41.0% versus
43.0% for the comparable period last year.


                                       13

<PAGE>

Net  income for the first half of fiscal  2000 was $19.1  million,  or $0.40 per
diluted share,  compared with $7.5 million,  or $0.16 per diluted share, for the
same period last year.


Liquidity and Capital  Resources
--------------------------------

In July 1995,  the Company  entered into a $65 million  credit  agreement with a
syndicate of eight banks in order to finance the  acquisition  of Topps  Europe,
Ltd.,  formerly  known as Merlin  Publishing,  Ltd.,  and to provide for working
capital and letter of credit needs.  In May 1998,  the Company  refinanced  this
facility with Chase  Manhattan  Bank. The new credit  agreement  included a term
loan in the aggregate amount of $25.0 million (which was used to repay the prior
loan) and a $9.5 million  facility to cover letter of credit and revolver needs.
The letter of credit and  revolver  facility was  increased to $12.5  million in
February 1999. Both the term loan and the letter of credit and revolver facility
expire on July 6,  2000.  This  credit  agreement  is secured by a pledge of the
Company's  domestic  trademarks  and 65% of the stock of Topps Europe.  Interest
rates are variable and a function of short-term  indices.  The credit  agreement
contains  restrictions  and  prohibitions  of a nature  generally  found in loan
agreements of this type and requires the Company,  among other things, to comply
with certain financial covenants, limits the Company's ability to repurchase its
shares,  sell or acquire  assets or borrow  additional  money and  prohibits the
payment of dividends.

As of August 28, 1999,  the Company had $57.1 million in cash, and $10.4 million
in debt under the term loan.

During the first six months of fiscal 2000,  the  Company's net increase in cash
and cash equivalents was $15.4 million versus $16.9 million in fiscal 1999. Cash
provided by operating  activities in the first six months of this year was $21.6
million  versus $21.8 million last year, as higher net income and an increase in
payables  and  other  current   liabilities   were  offset  by  an  increase  in
receivables, the absence of an income tax refund this year and a slight increase
in  inventories  versus a decrease in  inventories  last year.  Cash provided by
(used by)  investing  activities  this year  reflects  $1.3  million  in capital
expenditures  compared with $5.6 million in proceeds from the  disposition  of a
manufacturing  facility  and  related  equipment  and $ 0.3  million  in capital
expenditures  last year.  Cash used by financing  activities  reflects term loan
payments of $5.4  million  this year versus term loan and  revolver  payments of
$10.2 million in the first half last year.

Management believes that, in light of the Company's borrowing capacity,  cash on
hand as of August 28, 1999 and expected cash flow from  operations,  the Company
has adequate means to meet its working capital,  capital  expenditure,  interest
and principal repayment requirements for the foreseeable future.


Year 2000
---------

The Year 2000 issue is the result of computer  programs using only two digits to
identify a year in the date field. If not corrected,  many systems could fail or
create  erroneous  results on January 1, 2000 by reading  the date as January 1,
1900.  Failure  to  fix  this  problem  could  result  in  systems  failures  or
miscalculations leading to disruption in the Company's operations.

The Company began work on Year 2000 issues in 1996.  As of August 28, 1999,  all
of the Company's  mainframe  programs have been reviewed for  compliance.  Where
necessary, programs have been fixed, tested and put into production. The Company
has also  addressed the needs of its other  systems such as personal  computers,
customer and vendor systems, telephone systems and other electronic hardware.

Year 2000 compliance costs have not significantly  affected and are not expected
to significantly  affect the financial condition or results of operations of the
Company.


                                       14

<PAGE>

The Company  expects that its essential  systems and business  functions will be
Year 2000 compliant in all material respects in a timely manner.  Given that the
Company's fiscal Year 2000 began on February 28, 1999, many essential  operating
systems have already proven to be Year 2000 compliant. In a worst case scenario,
the Company believes that its essential processes could be handled manually.

The  Company has  contacted  key  vendors,  customers  and other  third  parties
regarding their Year 2000 readiness.  Although no issues have been identified to
date, the Company will continue to monitor these  relationships and will develop
contingency plans for dealing with risks, if necessary.


Cautionary Statements
---------------------

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  the Company is hereby filing
cautionary  statements  identifying  important  factors  that could cause actual
results  to  differ  materially  from  those  projected  in any  forward-looking
statements  of the Company made by or on behalf of the Company,  whether oral or
written.  Among the factors  that could cause the  Company's  actual  results to
differ  materially from those indicated in any such forward  statements are: (i)
the failure of certain of the Company's principal products,  particularly sports
cards, entertainment cards, lollipops and sticker/album collections,  to achieve
expected sales levels; (ii) weakness in sales of basketball products due to last
year's NBA lockout;  (iii) quarterly fluctuations in results; (iv) the Company's
loss of important  licensing  arrangements;  (v) a decrease in the popularity of
Pokemon licensed products without a corresponding  increase in the popularity of
a replacement product;  (vi) the Company's loss of important supply arrangements
with third  parties;  (vii) the loss of any of the  Company's  key  customers or
distributors;  (viii) further prolonged and material  contraction in the trading
card  industry as a whole;  (ix)  further  declines in the sale of U.K.  Premier
League  sticker/album  collections;  (x)  excessive  returns  of  the  Company's
products;  (xi) an adverse outcome in the Rodriguez Action;  (xii) civil unrest,
currency devaluation or political upheaval in certain foreign countries in which
the Company conducts business;  (xiii)  significant  disruption to the Company's
operations due to Year 2000 failures;  as well as other risks detailed from time
to time in the  Company's  reports and  registration  statements  filed with the
Securities and Exchange Commission.















                                       15

<PAGE>


                             THE TOPPS COMPANY, INC.

                                     PART II

                                OTHER INFORMATION







ITEM 7.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits as required by Item 601 of Regulation S-K


10.37  Pokemon Merchandise License Agreement - U.S.

10.38  Pokemon Merchandise License Agreement - U.K.

































                                       16
<PAGE>


                                    SIGNATURE





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                             THE TOPPS COMPANY, INC.
                                             -----------------------
                                                  REGISTRANT



                                           /s/   Catherine Jessup
                                             -----------------------
                                        Vice President-Chief Financial
                                                       Officer








October 12, 1999






















                                       17
<PAGE>



                                     Pokemon
                          Merchandise License Agreement

     THIS MERCHANDISE LICENSE AGREEMENT by and between Nintendo of America Inc.,
4820 150th Avenue NE, Redmond, WA 98052 (hereinafter  referred to as "Licensor")
and The Topps  Company,  Inc.,  One  Whitehall  Street,  New York, NY 10004-2109
(hereinafter  referred to as "Licensee") is made as of the latest date signed by
the parties.

                   THIS WILL CONFIRM OUR AGREEMENT AS FOLLOWS:

     1. GRANT OF LICENSE: Subject to the terms and conditions of this Agreement,
Licensor  grants to Licensee for the Term (defined  herein),  the license to use
the trademarks,  copyrights,  characters,  designs,  and likenesses described in
Schedule A (collectively called the "Property"), to be used solely in connection
with the manufacture,  distribution,  promotion,  advertisement  and sale of the
article(s) described in Schedule B (herein called the "Licensed Products"). This
license does not constitute  and may not be used so as to imply the  endorsement
of  the  Licensed   Products  by  Licensor.   The  license   granted  herein  is
non-exclusive;  nothing herein shall be construed so as to prevent Licensor from
granting  any other  licenses for the Property or from using the Property in any
matter whatsoever.

     2.  TERRITORY:  Licensee  shall  be  entitled  to use the  license  granted
hereunder   only  in  the   territory   described  in  Schedule  C  (called  the
"Territory").  If the Territory  includes one or more  countries in the European
Community,  the Licensee  agrees as follows (i) that it will not seek  customers
outside the Terriroty for the Licensed Products; (ii) that it will not establish
outside the  Territory  any branch for the sale of the  Licensed  Products;  and
(iii) that it will not maintain outside the Territory any distribution depot for
the Licensed  Products;  nothing in this sentence shall be deemed to prevent the
Licensee  from  fulfilling  orders  for  the  Licensed  Products  received  from
unsolicited customers located in countries of the European Community outside the
Territory.

     3. LICENSE  PERIOD:  The License  granted  hereunder shall be effective and
terminate as of the dates  specified in Schedule D (the  "Term"),  unless sooner
terminated or renewed in accordance with the terms and conditions hereof.

     4. PAYMENT:

(a) Rate.  Licensee  shall  pay to  Licensor  as its  royalty a sum equal to the
percentages  set forth in  Schedule  E of all Net Sales  (defined  below) of the
Licensed Products by Licensee or any of its affiliated, associated or subsidiary
companies. The term "Net Sales" shall mean the gross amount of sales of Licensed
Products at the  invoiced  selling  price,  net normal and  reasonable  cash and
quantity  discounts  and returns for credit,  not to exceed in the aggregate ten
percent (10%) of gross sales and returns for credit.  No deduction shall be made
for  uncollectible  accounts or for costs  incurred in  manufacturing,  selling,
distributing,  advertising  (including  cooperative  allowances).  Licensee  may
establish a reserve  against  anticipated  return not to exceed  twenty  percent
(20%) of cumulative  gross sales;  provided,  however,  Licensee shall reconcile
such reserve within six months after any such reserve is taken.

     (b) Minimum  Royalties.  Licensee  shall pay to Licensor a minimum  royalty
consisting of an advance payment to be applied  against a minimum  guarantee for
the Term, and in any renewal term ("Renewal Term") hereunder, in the amounts and
at the time  specified in Schedule F. No part of any such minimum  royalty shall
in any event be repayable to Licensee.  Royalty payments which exceed the Term's
minimum  royalty or any Renewal  Term's  minimum  royalty  shall not be credited
toward the next succeeding term's minimum royalty.

     (c)  Periodic  Statements.  Within  thirty  (30) days  after the end of the
calendar quarter in which the initial shipment of Licensed Products is made, and
thereafter  within  thirty  (30) days  after the end of each  calendar  quarter,
Licensee shall furnish to Licensor (in a form to be supplied by Licensor,  or in
the absence  thereof,  in a form  acceptable to Licensor)  complete and accurate
statements certified to be accurate by Licensee showing the number, description,
gross sales  price,  itemized  deductions  from gross sale price,  and net sales
price  of each  Licensed  Product  sold by  Licensee  or any of its  affiliated,
associated  or  subsidiary  companies,  and any returns  made during the period,


<PAGE>


together with a computation  of the royalties  due.  Licensee shall provide such
statements  to Licensor  whether or not any of the Licensed  Products  have been
sold during said period.  All  information  shall be shown  separately  for each
country within the Territory. Licensee agrees that royalty reports will indicate
clearly (by name or character or similar description) the Licensed Products sold
and will be given in sufficient detail to enable Licensor to separate  royalties
by Licensed  Products.  It is understood that timely rendering of all statements
required hereunder is essential under the terms of this Agreement.

     (d) Royalty  Payments.  Licensee shall remit the royalties due in excess of
any  previously  paid advance sum for each calendar  quarter  within thirty (30)
days after the end of each calendar quarter,  and payment shall be made with the
statement rendered for that quarter.  Payment shall be in the currency set forth
in Schedule I. The receipt or  acceptance  by Licensor of any of the  statements
hereunder,  or any royalties paid hereunder, or the cashing of any royalty check
paid  hereunder,  shall not preclude  Licensor from  questioning the correctness
thereof  at any time.  In the event that any  inconsistencies  or  mistakes  are
discovered in such statements or payments,  they shall  immediately be rectified
and the appropriate payment made by Licensee.

     (e) Records and Audits. At its principal place of business,  Licensee shall
keep and maintain accurate records of the transactions underlying the statements
to be furnished  hereunder.  Licensee  shall allow  representatives  of Licensor
during office hours, upon reasonable notice and at reasonable  intervals (not to
exceed two times per  calendar  year),  to audit and make copies of such records
for the purpose of ascertaining the correctness of such statements.  If any such
audit shall disclose any deficiency of five percent (5%) or more, Licensee shall
pay, in  addition to such  deficiency,  the actual and  reasonable  cost of such
audit.  Upon  demand of  Licensor,  not to exceed two times per  calendar  year,
Licensee  shall at its own  expense  furnish to  Licensor  a detailed  statement
signed and verified by Licensee's  chief  financial  officer showing the number,
description,  gross sales price,  itemized deductions from gross sales price and
net sales price of the Licensed  Products covered by this Agreement  distributed
and/or sold by Licensee (and any of its  affiliated,  associated,  or subsidiary
companies) up to the date of Licensor's demand. All books of account and records
shall be kept  available for at least three (3) years after the  termination  or
expiration of this Agreement.

     (f)  Payments.  Until  otherwise  instructed  in writing by  Licensor,  all
payments  or  royalties   hereunder   including  advance  payments  and  minimum
guarantees, shall be made payable to "Agent", as defined in Schedule J.

5. LICENSED PRODUCTS, QUALITY AND APPROVALS:

(a) General Quality. Licensee agrees that the Licensed Products shall: (i) be of
high  standard  and of such style,  appearance  and quality so as to protect and
enhance the Property and the goodwill pertaining  thereto;  (ii) meet Licensor's
quality  standards  and  specifications,   and  (iii)  be  manufactured,   sold,
distributed, advertised, and promoted in accordance with all applicable laws.

     (b)  Preapproval  of  Licensed   Products  &  Related   Materials.   Before
distributing,  selling,  advertising, or promoting any of the Licensed Products,
Licensee shall furnish to Licensor,  free of cost, for its written approval, the
following in the order  listed:  (i) sketches;  (ii) finished  artwork and final
proofs;  (iii)  pre-production  samples  or  strike-offs;  (iv)  the  number  of
post-production samples of each Licensed Product as set forth in Schedule K; and
(v) all  other  finished  cartons,  labels,  containers,  packing  and  wrapping
material,  and similar  materials upon which the Property appears  (collectively
the "Related  Materials").  The Licensed  Products and the Related Materials are
subject to the written approval of Licensor.

     (c) Packaging/Components.  Licensor shall have the right to approve how the
Property is packaged in  assortments,  and shall have the right to approve which
components  of  the  Property  shall  be  included  in  combination  with  other
components of the Property.

     (d)  Additional  Samples.  In addition to the samples  provided to Licensor
pursuant to  Paragraph  5(b),  Licensor may  request,  from time to time,  up to
twelve (12) samples per year, individual random samples of each Licensed Product
and the Related Materials.

<PAGE>

     (e)  Notices.  Licensee  shall cause to appear on or within  each  Licensed
Product and all Related  materials  the notice set forth in Schedule G, or other
notice specified by Licensor.

     (f)  Advertising,  Promotional and Display  Materials.  Before  finalizing,
using or distributing  any  advertising,  promotional,  display or other similar
materials bearing the Property,  Licensee shall furnish same to Licensor for its
written approval.

     (g)  Approvals.  With respect to all approvals by Licensor  required  under
this Paragraph 5, each item submitted by Licensee shall be deemed disapproved if
Licensee  has not  received  the  written  approval  of  Licensor of the item in
question  within twenty (20) days after its  submission by Licensee to Licensor.
Nothing herein,  however, shall be deemed to obligate Licensor to respond to any
such submission within the twenty (20) day period.


6. ARTWORK AND OWNERSHIP OF PROPERTY:

     (a) Artwork. Licensor shall provide to Licensee, free of charge, one set of
digital artwork supplied on CD-ROM  (depicting some, but not necessarily all, of
the  Property)  that  Licensor  generally  makes  available  to its  merchandise
licensees.   All  artwork  and  related   material   involving   the   Property,
notwithstanding  their  invention,  creation,  or use by Licensee,  shall be and
remain the property of Licensor;  and Licensor shall be entitled to use the same
and to license the use of same by others without restriction; provided, however,
that  Licensor  may not  utilize or  license to others the right to utilize  the
Topps trademark without Topps' written permission.

(b) Ownership of Property.  Licensee  recognizes  all of  Licensor's  rights and
interests  in and to the  Property,  and that all use of the  Property  licensed
hereunder inures to the benefit of Licensor or its grantor(s).  No right, title,
or  interest,  except the license  interest  granted by  Paragraph 1 hereof,  is
transferred  by  this  Agreement.  At the  termination  or  expiration  of  this
Agreement, Licensee will be deemed to have assigned, transferred and conveyed to
Licensor  or  its  grantor(s)  all  trademarks,   service  marks,  trade  dress,
copyrights,  equities,  goodwill,  titles or other rights in and to the Property
which may have been obtained by Licensee or which may have vested in Licensee as
a result of its  activities  under this  Agreement,  and that Licensee  will, at
Licensor's  expense in  connection  with the  preparation  thereof,  execute any
instruments  reasonably  requested  by  Licensor to confirm  the  foregoing.  No
consideration  other  than  the  mutual  covenants  and  consideration  of  this
Agreement  shall be necessary for any such  assignment,  transfer or conveyance.
Licensor shall acquire no right, title or interest in or to any trademarks owned
by Licensee and used by Licensee in connection  with the Property,  which rights
shall be and remain those of Licensee.

7. DISTRIBUTION:

     (a) Marketing Date. Licensee shall diligently and continuously manufacture,
sell, distribute,  advertise, and promote the Licensed Products during the Term,
and shall make and maintain  adequate  arrangements  for the distribution of the
Licensed  Products.  Licensee  shall  offer the  Licensed  Products  for sale in
substantial  quantities  by the  marketing  date  specified  in Schedule H, with
delivery  within a  reasonable  time  thereafter,  including at least one of the
Licensed  Products  in each of the  categories  listed in Schedule B. If, at any
time  thereafter,  Licensee  for a period of three (3)  consecutive  months  has
failed to sell any of the  Licensed  Products  (or any class or  category of the
Licensed  Products)  covered  hereunder,  Licensor,  in  addition  to all  other
remedies  available to it hereunder,  may terminate this license with respect to
such Licensed  Products or class or category thereof which have not been so sold
during such period by giving  written  notice of  termination  to such effect to
Licensee, which shall become effective thirty (30) days thereafter.

     (b)  Sale/Distribution.  With  regard to the sale and  distribution  of the
Licensed Products covered by this Agreement, Licensee agrees as follows:

          (i) Licensee shall sell and distribute the Licensed  Products outright
     and not on an approval or consignment;

<PAGE>

          (ii)  Licensee  shall sell and  distribute  the  Licensed  Products to
     specialty stores,  and mass merchants for sale or distribution  directly to
     the public;

          (iii)  Except with the prior  written  consent of  Licensor,  Licensee
     shall not directly or indirectly  sell or distribute the Licensed  Products
     for Promotional Purposes (defined below).

          Licensor   specifically   reserves  the  right  unto  itself  to  use,
     manufacture,  sell,  and/or directly or indirectly  distribute,  or license
     third parties to use, manufacture, sell and/or distribute, products similar
     to or the same as the Licensed  Products,  which may use all, some, or none
     of the Property,  for Promotional  Purposes.  Promotional Purposes shall be
     defined  to  include  any of  the  following,  regardless  of  whether  the
     product(s)  is given  away free or a fee is  charged  to the end  consumer:
     promotions  including on-pack promotions,  in-pack promotions,  instant win
     games,  tours or  exhibitions;  and any other  premium  or  promotion;  any
     giveaway;  any sweepstakes or contest; any mail order; any movie, video, or
     show, or  record-related  promotion,  premium,  or publicity;  or any other
     similar type of publicity. Licensee specifically acknowledges that Licensor
     may exercise its rights contained in this paragraph  concurrently  with the
     rights exercised to Licensee under this Agreement.

          (iv) Except with the prior written consent of Licensor,  Licensee will
     not use, or knowingly  permit the use of, the Licensed Product as a Premium
     (defined herein). The term "Premium" includes,  but is not limited to, free
     or  self-liquidating  items offered to the public in  conjunction  with the
     sale or promotion of a product or service,  including  traffic  building or
     continuity  visits  by the  consumer/customer,  or any  similar  scheme  or
     device, the prime intent of which is to use the Licensed Product(s) in such
     a way as to promote,  publicize  and/or  sell the  products,  services,  or
     business image of the third party company or  manufacturer. "Premium" also
     includes  distribution  of the  Licensed  Products  for retail sale through
     distribution  channels  offering  earned  discounts or "bonus" points based
     upon the extent of usage of the offeror's product or service.

          (v) In the  event  any  sale  is  made at a  special  price  to any of
     Licensee's subsidiaries or to any other person, firm or corporation related
     in  any  manner  to  Licensee,  or  its  officers,   directors,   or  major
     stockholders,  there  shall be a royalty  paid on such sales based upon the
     price generally charged the trade by Licensee.

     (c) Suggested Retail Price. Licensee agrees to keep Licensor, at Licensor's
request,  advised of the wholesale and suggested retail prices at which Licensee
sells the Licensed Products covered hereunder.

     (d)  Sales  to  Licensor.  Licensee  agrees  to  sell  to  Licensor  and/or
Licensor's Agent such reasonable quantities of the Licensed Products as Licensor
and/or  Licensor's  Agent shall request at as low a rate and on as good terms as
Licensee sells similar quantities of the Licensed Products to the general trade.

8. SHOPRO'S AND LICENSOR'S WARRANTY:

     (a) The parties  acknowledge that under the agreement  between Licensor and
Shogakukan  Production Co., Ltd.  ("ShoPro")  effective  April 30, 1998,  ShoPro
indemnifies  and holds  harmless  Licensee  from and against any and all claims,
damages, liabilities,  costs and expenses, including reasonable attorneys' fees,
arising  out of a breach by  ShoPro  of its  representation  and  warranty  that
Licensee's use of the Property (excluding trademarks),  as provided herein, does
not infringe upon the intellectual property rights of any third party.

     (b) With respect to the trademarks  which are included under the definition
of Property in Schedule A, Licensor represents and warrants that, to the best of
its  knowledge,  the trademarks do not infringe upon the  intellectual  property
rights of any third party.

<PAGE>

     (c) In addition,  Licensor represents and warrants that, to the best of its
knowledge, it holds all such rights and interest in the Property as are required
to permit  Licensor to enter into this  Agreement  and  expressly  warrants that
Licensor is authorized to enter into this Agreement.

9.  PROTECTION OF LICENSOR'S  RIGHTS: Licensee  agrees to assist  Licensor,  as
Licensor's sole cost and expense, to the extent reasonably  necessary to protect
Licensor's  rights to the Property.  Licensor or its  grantor(s) may commence or
prosecute  any  claims  or suits in their  own name or,  subject  to  Licensee's
consent,  not to be  unreasonably  withheld,  in the  name of  Licensee  or join
Licensee as a party thereto.  Licensee shall promptly notify Licensor in writing
of any  infringements or imitations of the Property on Licensed Products similar
to those covered by this Agreement which may come to Licensee's  attention,  and
Licensor shall have the sole right to determine  whether or not any action shall
be taken on account of such  infringements  or  imitations.  Licensee  shall not
institute any suit or take any actions on account of any such  infringements  or
imitations without first obtaining the written consent of the Licensor.

10.  INDEMNIFICATION  BY LICENSEE:  Licensee shall indemnify  Licensor and shall
defend  Licensor   against,   and  hold  Licensor  harmless  from,  all  claims,
liabilities,   suits,  losses,   damages,  and  expenses  (including  reasonable
attorneys'  fees)  brought by a third party against  Licensor  arising out of or
relating to:

     (a) any alleged or actual  unauthorized  use of any  intellectual  property
right (including, but without limitation,  any copyright,  patent, trademark, or
other  intellectual  property right) by Licensee in connection with the Licensed
Products (except for claims that the Property  infringes any copyright,  patent,
or trademark), or

     (b) any alleged or actual defect in the Licensed Products  (including,  but
without limitation, any claim or product liability); or

     (c) any alleged or actual act or omission by Licensee or Licensee's  agents
or employees (whether wrongful,  negligent, or otherwise) in connection with the
Licensed Products or this Agreement.

     Licensor shall indemnify  Licensee and shall defend Licensee  against,  and
hold Licensee harmless from all claims, liabilities, suits, losses, damages, and
expenses (including reasonable attorneys' fees) brought by a third party against
Licensee  arising  out of or  relating  to a breach  by  Licensor  of any of the
representations  or  warranties  provided  by  Licensor  under  this  Agreement.
Notwithstanding  this  Paragraph 10, in no event shall  Licensor's  liability to
Licensee  under this Agreement  exceed the money  actually  received by Licensor
(excluding  any portion of such money  retained by Licensor's  Agent) under this
Agreement.

     As used in this  paragraph,  "Licensor"  shall also include the grantor(s),
officers,  directors,  agents, and employees of Licensor, its subsidiaries,  and
affiliates.  This indemnity  shall survive the termination or expiration of this
Agreement.

11. INSURANCE:

     (a)  Type of  Insurance/Amount.  During  the  Term  and any  Renewal  Term,
Licensee shall obtain and maintain,  at its own expense,  comprehensive  general
liability insurance (including products' liability insurance), from an insurance
company  acceptable  to Licensor,  providing  adequate  protection  for Licensee
against any claims, liabilities, suits, losses, damages and expenses arising out
of or relating to the  circumstances set forth in Paragraph 10, in the amount of
U.S. Five Million and no/100 Dollars (U.S.  $5,000,000) for products'  liability
and  U.S.  One  Million  and  no/100  Dollars  for  advertising  and  publishing
insurance, or the maximum amount available in the Territory, whichever is lower,
per incident or  occurrence,  with a  reasonable  deductible.  If General  Civil
Insurance is solely available in the Territory,  during the Term and any Renewal
Term,  Licensee shall obtain and maintain,  at its own expense,  a General Civil
Insurance   Policy  in  accordance   with  the  conditions   specified  in  this
subparagraph;  provided,  however,  if such  General  Civil  Insurance  does not
include products' liability coverage and products' liability coverage thereafter
becomes  available in the  Territory,  Licensee  shall  immediately  obtain such
products  liability  coverage  through the remainder of the Term and any Renewal
Term.  Such  insurance  shall remain in full force during the Term,  any Renewal
Term, and for a period of three (3) years thereafter.

<PAGE>


     (b)  Certificate/Additional  Insured.  Simultaneously with the execution of
this Agreement, and thereafter as requested by Licensor,  Licensee shall provide
Licensor  and  Agent  with  a  certificate  of  insurance  (the  original  or  a
translation  of which must be provided in English)  evidencing  such  insurance.
Licensor  and Agent  shall be named as  additional  insureds  on such  insurance
coverage;  provided,  however,  such  requirement  may be waived by  Licensor if
Licensee  submits a written  opinion of Licensee's  attorney or insurance  agent
that such  additional  insured  coverage is not  available as a matter of law or
local practice.

12. DEFAULT AND TERMINATION:  If a petition in bankruptcy is filed by or against
Licensee,  or if Licensee  becomes  insolvent,  or makes an  assignment  for the
benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if
Licensee  discontinues  its business or if a receiver is appointed for it or its
business,  to the fullest extent permitted by law at the time of the occurrence,
the license hereby granted shall  automatically  terminate forthwith without any
notice  whatsoever being necessary.  In the event this license is so terminated,
Licensee,  its receivers,  representatives,  trustees,  agents,  administrators,
successors,  and/or assigns shall have no right to sell,  exploit, or in any way
deal with or in any Licensed Products or any Related Materials.

13.  BREACH.  If Licensee  breaches  any covenant or fails to perform any of its
obligations under the terms of this Agreement,  Licensor shall have the right to
terminate the license  hereby  granted upon thirty (30) days' notice in writing,
except as otherwise  provided herein, and except that with regard to any failure
or breach  relating to copyright,  trademark or service mark  notices,  monetary
payments or royalty  statements,  the notification  period shall be fifteen (15)
days, and such  termination  shall become effective  automatically  (without any
obligation to serve any notice of  termination or to accomplish any formality or
undertake any court  proceeding)  unless Licensee shall take reasonable steps to
completely remedy the failure or breach within either the fifteen (15) or thirty
(30) day period as appropriate.  Termination of the license under the provisions
of this  paragraph  shall be without  prejudice to any rights which Licensor may
otherwise have against Licensee. Upon termination of this license, all royalties
on sales theretofore made shall become immediately due and payable;  no advances
against  royalties  shall be repayable;  and the balance of any minimum  royalty
shall be immediately due and payable.  Furthermore, in the event that litigation
of any nature  with  respect to the  performance  by Licensee or Licensor of its
obligations  hereunder  is  initiated,  then and in such event,  the  prevailing
party's costs and  expenses,  including  reasonable  attorneys'  fees,  shall be
reimbursed promptly by the non-prevailing party to the prevailing party.

14. FINAL STATEMENT UPON  TERMINATION OR EXPIRATION:  Sixty (60) days before the
expiration of this license and, in the event of its  termination,  ten (10) days
after  receipt of notice of  termination  or the  happening  of the event  which
terminates this Agreement where no such notice is required,  a statement showing
the number and  description  of Licensed  Products  covered by this Agreement on
hand or in process  shall be furnished by Licensee to Licensor.  Licensor  shall
have the  right  to take a  physical  inventory  to  ascertain  or  verify  such
inventory  and  statement,  and refusal by  Licensee to submit to such  physical
inventory  by  Licensor  shall  forfeit  Licensee's  right  to  dispose  of such
inventory,  Licensor retaining all other legal and equitable rights Licensor may
have in the circumstances.

15.  DISPOSAL OF STOCK UPON  TERMINATION  OR  EXPIRATION:  After  termination or
expiration of this Agreement,  except as otherwise provided herein, Licensee may
dispose of Licensed  Products  covered by this Agreement which are on hand or in
process at the time notice of  termination  is  received or upon the  expiration
date, for the sell-off period set forth in Schedule L on a non-exclusive  basis,
provided Licensee is not in breach or otherwise in default under this Agreement.
All  applicable  royalties  shall be paid on Licensed  Products  sold during the
sell-off period within twenty (20) days following the expiration of the sell-off
period.  Notwithstanding  anything to the contrary  herein,  Licensee  shall not
manufacture,  sell, or dispose of any Licensed  Products covered by this license
after its  expiration  or its  termination  based on the  failure of Licensee to
comply with Paragraph 5.

16.  EFFECT OF  TERMINATION  OR  EXPIRATION:  Upon and after the  expiration  or
termination  of this license,  all rights  granted to Licensee  hereunder  shall
forthwith revert to Licensor,  and Licensee will refrain from further use of the
Property or any further reference to it, direct or indirect,  or anything deemed
by Licensor to be similar to the Property in  connection  with the  manufacture,
sale, distribution,  or promotion of Licensee's products,  except as provided in
Paragraph 15.


<PAGE>

17.  LICENSOR'S  REMEDIES:  Licensee  acknowledges  that its failure  (except as
otherwise  provided  herein)  to  cease  the  manufacture,  sale,  distribution,
advertising,  or promotion of the Licensed Products covered by this Agreement or
any class or category thereof at the termination or expiration of this Agreement
or any  portion  thereof  may  result in  immediate  and  irreparable  damage to
Licensor and to the rights of any subsequent licensee. Licensee acknowledges and
admits  that  there  is no  adequate  remedy  at law for such  failure  to cease
manufacture, sale, distribution,  advertising, or promotion, and Licensee agrees
that in the event of such  failure,  Licensor  shall be  entitled  to  equitable
relief by way of temporary and permanent  injunctions and such other and further
relief as any court of competent jurisdiction may deem just and proper.

18. NOTICES:  All notices and statements  required under this Agreement shall be
in writing addressed to the parties at the addresses above,  unless notification
of a change of address is given in writing.  The date of mailing shall be deemed
the date the notice or statement is given.

19.  RELATIONSHIP  BETWEEN THE PARTIES:  Neither party shall represent itself as
the agent or legal representative of the other party for any purpose whatsoever,
and neither party shall have the right to create or assume any obligation of any
kind,  express  or  implied,  for or on  behalf  of the  other  party in any way
whatsoever.  This Agreement  shall not create or be deemed to create any agency,
partnership, or joint venture between the parties.

20. NO  ASSIGNMENT  OR  SUBLICENSE:  This  Agreement  shall not be  assigned  or
sublicensed  by  Licensee,  except with the prior  written  consent of Licensor,
which consent shall not be unreasonably  withheld,  and shall not be assigned by
operation of law. Any  assignment  or  sublicense  in violation of the preceding
sentence shall be null and void. This Agreement may be assigned by Licensor upon
written notice to Licensee but without any consent, provided,  however, that any
such  assignment  shall not release the  Licensor  from its  obligations  to the
Licensee  under  this  Agreement.   Subject  to  such  restriction  and  to  the
restriction  against  assignment  by  operation  of  law  provided  above,  this
Agreement  shall be binding upon and inure to the benefit of the parties,  their
successors and assigns.  Nothing herein shall be deemed to prevent Licensee from
causing the Licensed  Products to be manufactured  by other parties,  subject to
the terms and conditions of this Agreement. If any manufacturing of the Licensed
Products  shall be  conducted  outside  the  Territory,  Licensee  shall  advise
Licensor in advance of the name,  address  and  manufacturing  location  and any
third party subcontractors  shall sign the "Manufacturer's  Agreement" set forth
in Exhibit A annexed hereto.

21.  FORCE  MAJEURE:  The  inability  of Licensee  to  commence or complete  its
obligations  hereunder by the dates herein required resulting from delays caused
by strikes, picketing,  insurrection, acts of God, war, emergencies,  shortages,
or  unavailability  of  materials,   limitations  imposed  by  exchange  control
regulations  or  foreign  investments   regulations,   or  other  causes  beyond
Licensee's reasonable control,  shall excuse performance during the continuation
thereof and extend the period for the  performance  of the  obligations  for the
period  equal  to  the  period(s)  of any  such  delay(s).  Notwithstanding  the
foregoing,  in the event  performance  by  Licensee is  suspended  for three (3)
consecutive  months in accordance  with this Paragraph 21, then Licensor may, by
written notice to Licensee, elect to terminate this Agreement.

22. ENTIRE  AGREEMENT:  This Agreement is intended by the parties as a final and
complete  expression of their  agreement,  and  supersedes any and all prior and
contemporaneous agreements and understandings relating to it.

23.  MODIFICATION AND WAIVER: This Agreement may not be modified and none of its
terms may be waived,  except in writing  signed by both parties.  The failure of
either party to enforce,  or the delay by either party in enforcing,  any of its
rights  shall  not be  deemed a  continuing  waiver  or a  modification  of this
Agreement.

24.  SEPARABILITY:  If any part of this Agreement  shall be declared  invalid or
unenforceable  by a court of  competent  jurisdiction,  it shall not  affect the
validity  of the  balance  of this  Agreement,  provided,  however,  that if any
provision  of this  Agreement  pertaining  to the  payment of monies to Licensor
shall be declared  invalid or  unenforceable,  Licensor shall have the right, at
its option, to terminate this Agreement upon giving not less than ten (10) days'
written notice to Licensee.


<PAGE>

25. GOVERNING  LAW/JURISDICTION:  The parties agree that this Agreement shall be
governed  by the laws of the  State of  Washington  as to all  matters,  without
giving effect to the principles of conflicts of law. Licensor and Licensee agree
that  any  judicial  proceeding  brought  against  any of the  parties  to  this
Agreement  arising  from this  Agreement  or any  matter  related  hereto may be
brought in the State  Court  situated in  Seattle,  Washington  or in the United
States District Court located in Seattle, Washington.  Licensee, by execution of
this Agreement,  hereby accepts for itself the non-exclusive jurisdiction of the
aforesaid  courts.  Licensee further  appoints its counsel,  Hutton Ingram Yuzek
Gainen Carroll and Bertolotti,  Attn: David G. Ebert, Esq., 250 Park Avenue, New
York, NY 10017,  as its agent to receive on its behalf service of process in any
such proceeding  covered by Paragraph 25. The foregoing  consent to jurisdiction
and  appointment  of agent for service of process shall not constitute a general
consent to service of process in the State of Washington  for any purpose except
as provided in this Paragraph 25 and shall not be deemed to confer rights on any
person other than the parties to this Agreement.

26. PARAGRAPH HEADINGS:  The headings of the paragraphs are for convenience only
and in no way limit or affect the provisions hereof.


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



LICENSOR:                                    LICENSEE:

NINTENDO OF AMERICA INC.

By: Leisure Concepts, Inc.                   The Topps Company, Inc.
      Merchandising Licensing Agent

      By                                     By
      ------------------------------         ----------------------------------
      Al Kahn, Chief Executive Officer or    Its
      Joe Garrity, Chief Financial Officer

      Date ________________________          Date ____________________________








<PAGE>







                                     Pokemon
                          Merchandise License Agreement
                                  SCHEDULE PAGE


Schedules Annexed to the License  Agreement dated as of April 16, 1999,  between
Nintendo of America Inc. ("Licensor") and The Topps Company, Inc. ("Licensee").

Schedule A: The Property:     The  following  trademarks:Nintendo. The following
                              trademarks  and  characters and artwork associated
                              with the listed video game/story or audiovisual
                              work of the same name: Pokemon.

Schedule B: Licensed Products:Nonexclusive license for Trading cards; lollipops
                              with molded sticks, with and without special
                              treats in and around sticks.

Schedule C: Territory:        U.S., its territories and possessions;
                              U.S. Military Installations and Canada
                              for trading cards/lollipops.

                              Latin/South America for lollipop distribution only

Schedule D: Term:             April 16, 1999 through December 31, 2001

     Renewal Term:  Licensee  shall have the option to renew this Agreement upon
the same terms and conditions for one two year term, such option  exercisable by
written notice to Licensor to such effect at least thirty (30) days prior to the
end of the Term,  provided that (i) Licensee is not in breach of this  agreement
and (ii) during the Term,  royalties paid or due to be paid by Licensee equal at
least  $150,000.  In the event of such  exercise,  said written  notice shall be
accompanied by the requisite advance payment for the Renewal Term as provided in
Schedule F below.

Schedule E:  Royalty Rate: [Information subject to request for confidential
                                   treatment.]

Schedule F:  Minimum Royalty during the Term:

             Advance Payment: [Information subject to request for confidential
                                   treatment.]

             Minimum Guarantee (due by end of the term):
                    [Information subject to request for confidential treatment.]

             Minimum Royalty during the Renewal Term:

             Advance Payment (due on first day):
                    [Information subject to request for confidential treatment.]

             Minimum Guarantee (due by end of the term):
                    [Information subject to request for confidential treatment.]

Schedule G:  Notice:

             For Merchandising:

               @ [year of first use]  Nintendo,  Creatures,  Game Freak  (except
               where a shortened  version is  required  because of the nature of
               the  product,  then @ [year of first use]  Nintendo).  All Rights
               Reserved.

<PAGE>


                                     Pokemon
                          Merchandise License Agreement
                                  SCHEDULE PAGE


Schedule H:  Marketing Date:  Trading Cards [Information subject to request for
                              confidential treatment.]

                              Lollipops [Information subject to request for
                              confidential treatment.]

             Ship Date:       Trading Cards [Information subject to request for
                              confidential treatment.]

                              Lollipops [Information subject to request for
                              confidential treatment.]

Schedule I:  Currency:        U.S. Dollars

Schedule J:  Agent's Name and Address:

             Leisure Concepts, Inc.
             1414 Avenue of the Americas, 6th Floor
             New York, NY 10019

Schedule K:  Number of Samples of Each Licensed Product: 20 of each

Schedule L:  Sell-Off Period:  90 Days


Contract #3190


<PAGE>


                                    EXHIBIT A
                            Manufacturer's Agreement

The Licensor:            NINTENDO OF AMERICA INC.
The Licensee:            Topps Co., Inc.
Contract No.:            3190
Expiration Date:         License agreement and this Manufacturer's Agreement
                         (unless sooner  terminated or extended) will expire on:

The Licensed Products:
The Property:
Name and address
of Manufacturer:



Territory of Manufacture:
Territory of Shipment:

In order to induce  Licensor  to  consent  to the  manufacture  of the  Licensed
Products  by the  undersigned  for the  Licensee,  the  undersigned  agrees that
(unless  otherwise  authorized by the Licensor,  under a similar  manufacturer's
agreement for another Licensee):

1)   It will not  manufacture  the Licensed  Products to the order of anyone but
     the  Licensee,  will  invoice only the Licensee and will not ship to anyone
     other than the Licensee or Licensee's customers.

2)   It will not subcontract  production of the Licensed  Products or components
     which  contain  the  Property  without  the prior  written  consent  of the
     Licensor.

3)   It will not without the prior written  consent of the Licensor  manufacture
     merchandise  utilizing any of the copyrighted  material  and/or  trademarks
     owned by the Licensor other than the Licensed Products.

4)   It will permit the authorized representative of the Licensor to inspect its
     activities  and  premises,  books of account and  invoices  relevant to the
     manufacture and supply of the Licensed products.

5)   It will not publish or cause the  publication  of pictures of the  Licensed
     Products in any publication or promotional material, nor advertise the fact
     that it is permitted to manufacture the Licensed Products.

6)   Upon  expiration  or  termination  of  the  License   Agreement,   or  upon
     notification by the Licensor, the undersigned manufacturer will immediately
     cease  manufacturing  the Licensed  Products and deliver to the Licensor or
     its authorized  representative  evidence that the Property has been removed
     from any  molds,  plates or other  devices  used to  produce  the  Licensed
     Products, or in the event removal is not practical or effective,  that such
     molds or plates have been destroyed.


Agreed to and accepted:            Agreed to and accepted:
Manufacturer                       Nintendo of America Inc. ("Licensor")
                                   By:  Leisure Concepts, Inc.
                                        Merchandising Licensing Agent




------------------------------     --------------------------------------------
                                  By: Alfred R. Kahn, Chief Executive Officer or
                                      Joseph P. Garrity, Chief Financial Officer

<PAGE>

                                     Pokemon
                          Merchandise License Agreement

     THIS MERCHANDISE LICENSE AGREEMENT by and between Nintendo of America Inc.,
4820 150th Avenue NE, Redmond, WA 98052 (hereinafter  referred to as"Licensor")
and  Topps  Europe  Ltd.,  18  Vincent   Avenue,   Crownhill,   Milton   Keynes,
Buckinghamshire,  MK8 QAW,  England  (hereinafter  referred to as "Licensee") is
made as of the latest date signed by the parties.

                   THIS WILL CONFIRM OUR AGREEMENT AS FOLLOWS:

1. GRANT OF  LICENSE:  Subject to the terms and  conditions  of this  Agreement,
Licensor  grants to Licensee for the Term (defined  herein),  the license to use
the trademarks,  copyrights,  characters,  designs,  and likenesses described in
Schedule A (collectively called the "Property"), to be used solely in connection
with the manufacture,  distribution,  promotion,  advertisement  and sale of the
article(s) described in Schedule B (herein called the "Licensed Products"). This
license does not constitute  and may not be used so as to imply the  endorsement
of  the  Licensed   Products  by  Licensor.   The  license   granted  herein  is
non-exclusive;  nothing herein shall be construed so as to prevent Licensor from
granting  any other  licenses for the Property or from using the Property in any
matter whatsoever.

2. TERRITORY:  Licensee shall be entitled to use the license  granted  hereunder
only in the territory  described in Schedule C (called the "Territory").  If the
Territory includes one or more countries in the European Community, the Licensee
agrees as follows (i) that it will not seek customers  outside the Territory for
the Licensed Products; (ii) that it will not establish outside the Territory any
branch  for the  sale of the  Licensed  Products;  and  (iii)  that it will  not
maintain outside the Territory any distribution depot for the Licensed Products;
nothing in this sentence shall be deemed to prevent the Licensee from fulfilling
orders for the Licensed Products received from unsolicited  customers located in
countries of the European Community outside the Territory.

3.  LICENSE  PERIOD:  The  License  granted  hereunder  shall be  effective  and
terminate as of the dates  specified in Schedule D (the  "Term"),  unless sooner
terminated or renewed in accordance with the terms and conditions hereof.

4. PAYMENT:

     (a) Rate.  Licensee shall pay to Licensor as its royalty a sum equal to the
percentages  set forth in  Schedule  E of all Net Sales  (defined  below) of the
Licensed Products by Licensee or any of its affiliated, associated or subsidiary
companies. The term "Net Sales" shall mean the gross amount of sales of Licensed
Products at the  invoiced  selling  price,  net normal and  reasonable  cash and
quantity  discounts  and returns for credit,  not to exceed in the aggregate ten
percent (10%) of gross sales and returns for credit.  No deduction shall be made
for  uncollectible  accounts or for costs  incurred in  manufacturing,  selling,
distributing,  advertising  (including  cooperative  allowances).  Licensee  may
establish a reserve  against  anticipated  return not to exceed  twenty  percent
(20%) of cumulative  gross sales;  provided,  however,  Licensee shall reconcile
such reserve within six months after any such reserve is taken.

     (b) Minimum  Royalties.  Licensee  shall pay to Licensor a minimum  royalty
consisting of an advance payment to be applied  against a minimum  guarantee for
the Term, and in any renewal term ("Renewal Term") hereunder, in the amounts and
at the time  specified in Schedule F. No part of any such minimum  royalty shall
in any event be repayable to Licensee.  Royalty payments which exceed the Term's
minimum  royalty or any Renewal  Term's  minimum  royalty  shall not be credited
toward the next succeeding term's minimum royalty.

     (c)  Periodic  Statements.  Within  thirty  (30) days  after the end of the
calendar quarter in which the initial shipment of Licensed Products is made, and
thereafter  within  thirty  (30) days  after the end of each  calendar  quarter,
Licensee shall furnish to Licensor (in a form to be supplied by Licensor,  or in
the absence  thereof,  in a form  acceptable to Licensor)  complete and accurate
statements certified to be accurate by Licensee showing the number, description,
gross sales  price,  itemized  deductions  from gross sale price,  and net sales
price  of each  Licensed  Product  sold by  Licensee  or any of its  affiliated,
associated  or  subsidiary  companies,  and any returns  made during the period,

<PAGE>

together with a computation  of the royalties  due.  Licensee shall provide such
statements  to Licensor  whether or not any of the Licensed  Products  have been
sold during said period.  All  information  shall be shown  separately  for each
country within the Territory. Licensee agrees that royalty reports will indicate
clearly (by name or character or similar description) the Licensed Products sold
and will be given in sufficient detail to enable Licensor to separate  royalties
by Licensed  Products.  It is understood that timely rendering of all statements
required hereunder is essential under the terms of this Agreement.

     (d) Royalty  Payments.  Licensee shall remit the royalties due in excess of
any  previously  paid advance sum for each calendar  quarter  within thirty (30)
days after the end of each calendar quarter,  and payment shall be made with the
statement rendered for that quarter.  Payment shall be in the currency set forth
in Schedule I. The receipt or  acceptance  by Licensor of any of the  statements
hereunder,  or any royalties paid hereunder, or the cashing of any royalty check
paid  hereunder,  shall not preclude  Licensor from  questioning the correctness
thereof  at any time.  In the event that any  inconsistencies  or  mistakes  are
discovered in such statements or payments,  they shall  immediately be rectified
and the appropriate payment made by Licensee.

     (e) Records and Audits. At its principal place of business,  Licensee shall
keep and maintain accurate records of the transactions underlying the statements
to be furnished  hereunder.  Licensee  shall allow  representatives  of Licensor
during office hours, upon reasonable notice and at reasonable  intervals (not to
exceed two times per  calendar  year),  to audit and make copies of such records
for the purpose of ascertaining the correctness of such statements.  If any such
audit shall disclose any deficiency of five percent (5%) or more, Licensee shall
pay, in  addition to such  deficiency,  the actual and  reasonable  cost of such
audit.  Upon  demand of  Licensor,  not to exceed two times per  calendar  year,
Licensee  shall at its own  expense  furnish to  Licensor  a detailed  statement
signed and verified by Licensee's  chief  financial  officer showing the number,
description,  gross sales price,  itemized deductions from gross sales price and
net sales price of the Licensed  Products covered by this Agreement  distributed
and/or sold by Licensee (and any of its  affiliated,  associated,  or subsidiary
companies) up to the date of Licensor's demand. All books of account and records
shall be kept  available for at least three (3) years after the  termination  or
expiration of this Agreement.

     (f)  Payments.  Until  otherwise  instructed  in writing by  Licensor,  all
payments  or  royalties   hereunder   including  advance  payments  and  minimum
guarantees, shall be made payable to "Agent", as defined in Schedule J.

5. LICENSED PRODUCTS, QUALITY AND APPROVALS:

     (a) General Quality.  Licensee agrees that the Licensed Products shall: (i)
be of high standard and of such style,  appearance  and quality so as to protect
and  enhance  the  Property  and the good  will  pertaining  thereto;  (ii) meet
Licensor's  quality  standards and  specifications,  and (iii) be  manufactured,
sold,  distributed,  advertised,  and promoted in accordance with all applicable
laws.

     (b)  Preapproval  of  Licensed   Products  &  Related   Materials.   Before
distributing,  selling,  advertising, or promoting any of the Licensed Products,
Licensee shall furnish to Licensor,  free of cost, for its written approval, the
following in the order  listed:  (i) sketches;  (ii) finished  artwork and final
proofs;  (iii)  pre-production  samples  or  strike-offs;  (iv)  the  number  of
post-production samples of each Licensed Product as set forth in Schedule K; and
(v) all  other  finished  cartons,  labels,  containers,  packing  and  wrapping
material,  and similar  materials upon which the Property appears  (collectively
the "Related  Materials").  The Licensed  Products and the Related Materials are
subject to the written approval of Licensor.

     (c) Packaging/Components.  Licensor shall have the right to approve how the
Property is packaged in  assortments,  and shall have the right to approve which
components  of  the  Property  shall  be  included  in  combination  with  other
components of the Property.

     (d)  Additional  Samples.  In addition to the samples  provided to Licensor
pursuant to  Paragraph  5(b),  Licensor may  request,  from time to time,  up to
twelve (12) samples per year, individual random samples of each Licensed Product
and the Related Materials.

<PAGE>


     (e)  Notices.  Licensee  shall cause to appear on or within  each  Licensed
Product and all Related  materials  the notice set forth in Schedule G, or other
notice specified by Licensor.

     (f)  Advertising,  Promotional and Display  Materials.  Before  finalizing,
using or distributing  any  advertising,  promotional,  display or other similar
materials bearing the Property,  Licensee shall furnish same to Licensor for its
written approval.

     (g)  Approvals.  With respect to all approvals by Licensor  required  under
this Paragraph 5, each item submitted by Licensee shall be deemed disapproved if
Licensee  has not  received  the  written  approval  of  Licensor of the item in
question  within twenty (20) days after its  submission by Licensee to Licensor.
Nothing herein,  however, shall be deemed to obligate Licensor to respond to any
such submission within the twenty (20) day period.


6. ARTWORK AND OWNERSHIP OF PROPERTY:

     (a) Artwork. Licensor shall provide to Licensee, free of charge, one set of
digital artwork supplied on CD-ROM  (depicting some, but not necessarily all, of
the  Property)  that  Licensor  generally  makes  available  to its  merchandise
licensees.   All  artwork  and  related   material   involving   the   Property,
notwithstanding  their  invention,  creation,  or use by Licensee,  shall be and
remain the property of Licensor;  and Licensor shall be entitled to use the same
and to license the use of same by others without restriction; provided, however,
that  Licensor  may not  utilize or  license to others the right to utilize  the
Topps trademark without Topps' written permission.

     (b) Ownership of Property. Licensee recognizes all of Licensor's rights and
interests  in and to the  Property,  and that all use of the  Property  licensed
hereunder inures to the benefit of Licensor or its grantor(s).  No right, title,
or  interest,  except the license  interest  granted by  Paragraph 1 hereof,  is
transferred  by  this  Agreement.  At the  termination  or  expiration  of  this
Agreement, Licensee will be deemed to have assigned, transferred and conveyed to
Licensor  or  its  grantor(s)  all  trademarks,   service  marks,  trade  dress,
copyrights,  equities,  good will, titles or other rights in and to the Property
which may have been obtained by Licensee or which may have vested in Licensee as
a result of its  activities  under this  Agreement,  and that Licensee  will, at
Licensor's  expense in  connection  with the  preparation  thereof,  execute any
instruments  reasonably  requested  by  Licensor to confirm  the  foregoing.  No
consideration  other  than  the  mutual  covenants  and  consideration  of  this
Agreement  shall be necessary for any such  assignment,  transfer or conveyance.
Licensor shall acquire no right, title or interest in or to any trademarks owned
by Licensee and used by Licensee in connection  with the Property,  which rights
shall be and remain those of Licensee.

7. DISTRIBUTION:

     (a) Marketing Date. Licensee shall diligently and continuously manufacture,
sell, distribute,  advertise, and promote the Licensed Products during the Term,
and shall make and maintain  adequate  arrangements  for the distribution of the
Licensed  Products.  Licensee  shall  offer the  Licensed  Products  for sale in
substantial  quantities  by the  marketing  date  specified  in Schedule H, with
delivery  within a  reasonable  time  thereafter,  including at least one of the
Licensed  Products  in each of the  categories  listed in Schedule B. If, at any
time  thereafter,  Licensee  for a period of three (3)  consecutive  months  has
failed to sell any of the  Licensed  Products  (or any class or  category of the
Licensed  Products)  covered  hereunder,  Licensor,  in  addition  to all  other
remedies  available to it hereunder,  may terminate this license with respect to
such Licensed  Products or class or category thereof which have not been so sold
during such period by giving  written  notice of  termination  to such effect to
Licensee, which shall become effective thirty (30) days thereafter.

     (b)  Sale/Distribution.  With  regard to the sale and  distribution  of the
Licensed Products covered by this Agreement, Licensee agrees as follows:

          (i) Licensee shall sell and distribute the Licensed  Products outright
     and not on an approval or consignment;

<PAGE>


          (ii) Licensee shall sell and distribute the Licensed Products to chain
     stores, independent traders,  supermarkets,  specialist multiples, and mass
     merchants  for sale or  distribution  directly to the public,  and may also
     sell to catalog companies;

          (iii)  Except with the prior  written  consent of  Licensor,  Licensee
     shall not directly or indirectly  sell or distribute the Licensed  Products
     for Promotional Purposes (defined below).

          Licensor   specifically   reserves  the  right  unto  itself  to  use,
     manufacture,  sell,  and/or directly or indirectly  distribute,  or license
     third parties to use, manufacture, sell and/or distribute, products similar
     to or the same as the Licensed  Products,  which may use all, some, or none
     of the Property,  for Promotional  Purposes.  Promotional Purposes shall be
     defined  to  include  any of  the  following,  regardless  of  whether  the
     product(s)  is given  away free or a fee is  charged  to the end  consumer:
     promotions  including on-pack promotions,  in-pack promotions,  instant win
     games,  tours or  exhibitions;  and any other  premium  or  promotion;  any
     giveaway;  any sweepstakes or contest; any mail order; any movie, video, or
     show, or  record-related  promotion,  premium,  or publicity;  or any other
     similar type of publicity. Licensee specifically acknowledges that Licensor
     may exercise its rights contained in this paragraph  concurrently  with the
     rights exercised to Licensee under this Agreement. Notwithstanding anything
     in this Agreement to the contrary, Licensee may give-away sticker albums as
     a marketing  strategy to induce the sale of stickers and no royalty will be
     due on such  give-aways,  provided,  however,  that  Licensee  receives  no
     compensation for such give-aways.

          (iv) Except with the prior written consent of Licensor,  Licensee will
     not use, or knowingly  permit the use of, the Licensed Product as a Premium
     (defined herein). The term "Premium" includes,  but is not limited to, free
     or  self-liquidating  items offered to the public in  conjunction  with the
     sale or promotion of a product or service,  including  traffic  building or
     continuity  visits  by the  consumer/customer,  or any  similar  scheme  or
     device, the prime intent of which is to use the Licensed Product(s) in such
     a way as to promote,  publicize  and/or  sell the  products,  services,  or
     business image of the third party company or  manufacturer.  "Premium" also
     includes  distribution  of the  Licensed  Products  for retail sale through
     distribution  channels  offering  earned  discounts or "bonus" points based
     upon the extent of usage of the offeror's product or service.

          (v) In the  event  any  sale  is  made at a  special  price  to any of
     Licensee's subsidiaries or to any other person, firm or corporation related
     in  any  manner  to  Licensee,  or  its  officers,   directors,   or  major
     stockholders,  there  shall be a royalty  paid on such sales based upon the
     price generally charged the trade by Licensee.

     (d) Suggested Retail Price. Licensee agrees to keep Licensor, at Licensor's
request,  advised of the wholesale and suggested retail prices at which Licensee
sells the Licensed Products covered hereunder.

     (e)  Sales  to  Licensor.  Licensee  agrees  to  sell  to  Licensor  and/or
Licensor's Agent such reasonable quantities of the Licensed Products as Licensor
and/or  Licensor's  Agent shall request at as low a rate and on as good terms as
Licensee sells similar quantities of the Licensed Products to the general trade.

8. SHOPRO'S AND LICENSOR'S WARRANTY:

     (a) The parties  acknowledge that under the agreement  between Licensor and
Shogakukan  Production Co., Ltd.  ("ShoPro')  effective  April 30, 1998,  ShoPro
indemnifies  and holds  harmless  Licensee  from and against any and all claims,
damages, liabilities,  costs and expenses, including reasonable attorneys' fees,
arising  out of a breach by  ShoPro  of its  representation  and  warranty  that
Licensee's use of the Property (excluding trademarks),  as provided herein, does
not infringe upon the intellectual property rights of any third party.


<PAGE>

     (b) With respect to the trademarks  which are included under the definition
of Property in Schedule A, Licensor represents and warrants that, to the best of
its  knowledge,  the trademarks do not infringe upon the  intellectual  property
rights of any third party.

     (c) In addition,  Licensor represents and warrants that, to the best of its
knowledge, it holds all such rights and interest in the Property as are required
to permit  Licensor to enter into this  Agreement  and  expressly  warrants that
Licensor is authorized to enter into this Agreement.

9.  PROTECTION OF LICENSOR'S  RIGHTS:  Licensee  agrees to assist  Licensor,  as
Licensor's sole cost and expense, to the extent reasonably  necessary to protect
Licensor's  rights to the Property.  Licensor or its  grantor(s) may commence or
prosecute  any  claims  or suits in their  own name or,  subject  to  Licensee's
consent,  not to be  unreasonably  withheld,  in the  name of  Licensee  or join
Licensee as a party thereto.  Licensee shall promptly notify Licensor in writing
of any  infringements or imitations of the Property on Licensed Products similar
to those covered by this Agreement which may come to Licensee's  attention,  and
Licensor shall have the sole right to determine  whether or not any action shall
be taken on account of such  infringements  or  imitations.  Licensee  shall not
institute any suit or take any actions on account of any such  infringements  or
imitations without first obtaining the written consent of the Licensor.

10.  INDEMNIFICATION  BY LICENSEE:  Licensee shall indemnify  Licensor and shall
defend  Licensor   against,   and  hold  Licensor  harmless  from,  all  claims,
liabilities,   suits,  losses,   damages,  and  expenses  (including  reasonable
attorneys'  fees)  brought by a third party against  Licensor  arising out of or
relating to:

     (a) any alleged or actual  unauthorized  use of any  intellectual  property
right (including, but without limitation,  any copyright,  patent, trademark, or
other  intellectual  property right) by Licensee in connection with the Licensed
Products (except for claims that the Property  infringes any copyright,  patent,
or trademark), or

     (b) any alleged or actual defect in the Licensed Products  (including,  but
without limitation, any claim or product liability); or

     (c) any alleged or actual act or omission by Licensee or Licensee's  agents
or employees (whether wrongful,  negligent, or otherwise) in connection with the
Licensed Products or this Agreement.

     Licensor shall indemnify  Licensee and shall defend Licensee  against,  and
hold Licensee harmless from all claims, liabilities, suits, losses, damages, and
expenses (including reasonable attorneys' fees) brought by a third party against
Licensee  arising  out of or  relating  to a breach  by  Licensor  of any of the
representations  or  warranties  provided  by  Licensor  under  this  Agreement.
Notwithstanding  this  Paragraph 10, in no event shall  Licensor's  liability to
Licensee  under this Agreement  exceed the money  actually  received by Licensor
(excluding  any portion of such money  retained by Licensor's  Agent) under this
Agreement.

As used  in this  paragraph,  "Licensor"  shall  also  include  the  grantor(s),
officers,  directors,  agents, and employees of Licensor, its subsidiaries,  and
affiliates.  This indemnity  shall survive the termination or expiration of this
Agreement.

11. INSURANCE:

     (a)  Type of  Insurance/Amount.  During  the  Term  and any  Renewal  Term,
Licensee shall obtain and maintain,  at its own expense,  comprehensive  general
liability insurance (including products' liability insurance), from an insurance
company  acceptable  to Licensor,  providing  adequate  protection  for Licensee
against any claims, liabilities, suits, losses, damages and expenses arising out
of or relating to the  circumstances set forth in Paragraph 10, in the amount of
U.S. Five Million and no/100 Dollars (U.S.  $5,000,000) for products'  liability
and  U.S.  One  Million  and  no/100  Dollars  for  advertising  and  publishing
insurance, or the maximum amount available in the Territory, whichever is lower,
per incident or  occurrence,  with a  reasonable  deductible.  If General  Civil
Insurance is solely available in the Territory,  during the Term and any Renewal
Term,  Licensee shall obtain and maintain,  at its own expense,  a General Civil
Insurance   Policy  in  accordance   with  the  conditions   specified  in  this

<PAGE>

subparagraph;  provided,  however,  if such  General  Civil  Insurance  does not
include products' liability coverage and products' liability coverage thereafter
becomes  available in the  Territory,  Licensee  shall  immediately  obtain such
products  liability  coverage  through the remainder of the Term and any Renewal
Term.  Such  insurance  shall remain in full force during the Term,  any Renewal
Term, and for a period of three (3) years thereafter.

     (b)  Certificate/Additional  Insured.  Simultaneously with the execution of
this Agreement, and thereafter as requested by Licensor,  Licensee shall provide
Licensor  and  Agent  with  a  certificate  of  insurance  (the  original  or  a
translation  of which must be provided in English)  evidencing  such  insurance.
Licensor  and Agent  shall be named as  additional  insureds  on such  insurance
coverage;  provided,  however,  such  requirement  may be waived by  Licensor if
Licensee  submits a written  opinion of Licensee's  attorney or insurance  agent
that such  additional  insured  coverage is not  available as a matter of law or
local practice.

12. DEFAULT AND TERMINATION:  If a petition in bankruptcy is filed by or against
Licensee,  or if Licensee  becomes  insolvent,  or makes an  assignment  for the
benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if
Licensee  discontinues  its business or if a receiver is appointed for it or its
business,  to the fullest extent permitted by law at the time of the occurrence,
the license hereby granted shall  automatically  terminate forthwith without any
notice  whatsoever being necessary.  In the event this license is so terminated,
Licensee,  its receivers,  representatives,  trustees,  agents,  administrators,
successors,  and/or assigns shall have no right to sell,  exploit, or in any way
deal with or in any Licensed Products or any Related Materials.

13.  BREACH.  If Licensee  breaches  any covenant or fails to perform any of its
obligations under the terms of this Agreement,  Licensor shall have the right to
terminate the license  hereby  granted upon thirty (30) days' notice in writing,
except as otherwise  provided herein, and except that with regard to any failure
or breach  relating to copyright,  trademark or service mark  notices,  monetary
payments or royalty  statements,  the notification  period shall be fifteen (15)
days, and such  termination  shall become effective  automatically  (without any
obligation to serve any notice of  termination or to accomplish any formality or
undertake any court  proceeding)  unless Licensee shall take reasonable steps to
completely remedy the failure or breach within either the fifteen (15) or thirty
(30) day period as appropriate.  Termination of the license under the provisions
of this  paragraph  shall be without  prejudice to any rights which Licensor may
otherwise have against Licensee. Upon termination of this license, all royalties
on sales theretofore made shall become immediately due and payable;  no advances
against  royalties  shall be repayable;  and the balance of any minimum  royalty
shall be immediately due and payable.  Furthermore, in the event that litigation
of any nature  with  respect to the  performance  by Licensee or Licensor of its
obligations  hereunder  is  initiated,  then and in such event,  the  prevailing
party's costs and  expenses,  including  reasonable  attorneys'  fees,  shall be
reimbursed promptly by the non-prevailing party to the prevailing party.

14. FINAL STATEMENT UPON  TERMINATION OR EXPIRATION:  Sixty (60) days before the
expiration of this license and, in the event of its  termination,  ten (10) days
after  receipt of notice of  termination  or the  happening  of the event  which
terminates this Agreement where no such notice is required,  a statement showing
the number and  description  of Licensed  Products  covered by this Agreement on
hand or in process  shall be furnished by Licensee to Licensor.  Licensor  shall
have the  right  to take a  physical  inventory  to  ascertain  or  verify  such
inventory  and  statement,  and refusal by  Licensee to submit to such  physical
inventory  by  Licensor  shall  forfeit  Licensee's  right  to  dispose  of such
inventory,  Licensor retaining all other legal and equitable rights Licensor may
have in the circumstances.

15.  DISPOSAL OF STOCK UPON  TERMINATION  OR  EXPIRATION:  After  termination or
expiration of this Agreement,  except as otherwise provided herein, Licensee may
dispose of Licensed  Products  covered by this Agreement which are on hand or in
process at the time notice of  termination  is  received or upon the  expiration
date, for the sell-off period set forth in Schedule L on a non-exclusive  basis,
provided Licensee is not in breach or otherwise in default under this Agreement.
All  applicable  royalties  shall be paid on Licensed  Products  sold during the
sell-off period within twenty (20) days following the expiration of the sell-off
period.  Notwithstanding  anything to the contrary  herein,  Licensee  shall not
manufacture,  sell, or dispose of any Licensed  Products covered by this license
after its  expiration  or its  termination  based on the  failure of Licensee to
comply with Paragraph 5.

<PAGE>


16.  EFFECT OF  TERMINATION  OR  EXPIRATION:  Upon and after the  expiration  or
termination  of this license,  all rights  granted to Licensee  hereunder  shall
forthwith revert to Licensor,  and Licensee will refrain from further use of the
Property or any further reference to it, direct or indirect,  or anything deemed
by Licensor to be similar to the Property in  connection  with the  manufacture,
sale, distribution,  or promotion of Licensee's products,  except as provided in
Paragraph 15.

17.  LICENSOR'S  REMEDIES:  Licensee  acknowledges  that its failure  (except as
otherwise  provided  herein)  to  cease  the  manufacture,  sale,  distribution,
advertising,  or promotion of the Licensed Products covered by this Agreement or
any class or category thereof at the termination or expiration of this Agreement
or any  portion  thereof  may  result in  immediate  and  irreparable  damage to
Licensor and to the rights of any subsequent licensee. Licensee acknowledges and
admits  that  there  is no  adequate  remedy  at law for such  failure  to cease
manufacture, sale, distribution,  advertising, or promotion, and Licensee agrees
that in the event of such  failure,  Licensor  shall be  entitled  to  equitable
relief by way of temporary and permanent  injunctions and such other and further
relief as any court of competent jurisdiction may deem just and proper.

18. NOTICES:  All notices and statements  required under this Agreement shall be
in writing addressed to the parties at the addresses above,  unless notification
of a change of address is given in writing.  The date of mailing shall be deemed
the date the notice or statement is given.

19.  RELATIONSHIP  BETWEEN THE PARTIES:  Neither party shall represent itself as
the agent or legal representative of the other party for any purpose whatsoever,
and neither party shall have the right to create or assume any obligation of any
kind,  express  or  implied,  for or on  behalf  of the  other  party in any way
whatsoever.  This Agreement  shall not create or be deemed to create any agency,
partnership, or joint venture between the parties.

20. NO  ASSIGNMENT  OR  SUBLICENSE:  This  Agreement  shall not be  assigned  or
sublicensed  by  Licensee,  except with the prior  written  consent of Licensor,
which consent shall not be unreasonably  withheld,  and shall not be assigned by
operation of law. Any  assignment  or  sublicense  in violation of the preceding
sentence shall be null and void. This Agreement may be assigned by Licensor upon
written notice to Licensee but without any consent, provided,  however, that any
such  assignment  shall not release the  Licensor  from its  obligations  to the
Licensee  under  this  Agreement.   Subject  to  such  restriction  and  to  the
restriction  against  assignment  by  operation  of  law  provided  above,  this
Agreement  shall be binding upon and inure to the benefit of the parties,  their
successors and assigns.  Nothing herein shall be deemed to prevent Licensee from
causing the Licensed  Products to be manufactured  by other parties,  subject to
the terms and conditions of this Agreement. If any manufacturing of the Licensed
Products  shall be  conducted  outside  the  Territory,  Licensee  shall  advise
Licensor in advance of the name,  address  and  manufacturing  location  and any
third party subcontractors  shall sign the "Manufacturer's  Agreement" set forth
in Exhibit A annexed hereto.

21.  FORCE  MAJEURE:  The  inability  of Licensee  to  commence or complete  its
obligations  hereunder by the dates herein required resulting from delays caused
by strikes, picketing,  insurrection, acts of God, war, emergencies,  shortages,
or  unavailability  of  materials,   limitations  imposed  by  exchange  control
regulations  or  foreign  investments   regulations,   or  other  causes  beyond
Licensee's reasonable control,  shall excuse performance during the continuation
thereof and extend the period for the  performance  of the  obligations  for the
period  equal  to  the  period(s)  of any  such  delay(s).  Notwithstanding  the
foregoing,  in the event  performance  by  Licensee is  suspended  for three (3)
consecutive  months in accordance  with this Paragraph 21, then Licensor may, by
written notice to Licensee, elect to terminate this Agreement.

22. ENTIRE  AGREEMENT:  This Agreement is intended by the parties as a final and
complete  expression of their  agreement,  and  supersedes any and all prior and
contemporaneous agreements and understandings relating to it.

23.  MODIFICATION AND WAIVER: This Agreement may not be modified and none of its
terms may be waived,  except in writing  signed by both parties.  The failure of
either party to enforce,  or the delay by either party in enforcing,  any of its
rights  shall  not be  deemed a  continuing  waiver  or a  modification  of this
Agreement.

<PAGE>


24.  SEPARABILITY:  If any part of this Agreement  shall be declared  invalid or
unenforceable  by a court of  competent  jurisdiction,  it shall not  affect the
validity  of the  balance  of this  Agreement,  provided,  however,  that if any
provision  of this  Agreement  pertaining  to the  payment of monies to Licensor
shall be declared  invalid or  unenforceable,  Licensor shall have the right, at
its option, to terminate this Agreement upon giving not less than ten (10) days'
written notice to Licensee.

25. GOVERNING  LAW/JURISDICTION:  The parties agree that this Agreement shall be
governed  by the laws of the  State of  Washington  as to all  matters,  without
giving effect to the principles of conflicts of law. Licensor and Licensee agree
that  any  judicial  proceeding  brought  against  any of the  parties  to  this
Agreement  arising  from this  Agreement  or any  matter  related  hereto may be
brought in the State  Court  situated in  Seattle,  Washington  or in the United
States District Court located in Seattle, Washington.  Licensee, by execution of
this Agreement,  hereby accepts for itself the non-exclusive jurisdiction of the
aforesaid  courts.  Licensee further  appoints its counsel,  Hutton Ingram Yuzek
Gainen Carroll and Bertolotti,  Attn: David G. Ebert, Esq., 250 Park Avenue, New
York, NY 10017,  as its agent to receive on its behalf service of process in any
such proceeding  covered by Paragraph 25. The foregoing  consent to jurisdiction
and  appointment  of agent for service of process shall not constitute a general
consent to service of process in the State of Washington  for any purpose except
as provided in this Paragraph 25 and shall not be deemed to confer rights on any
person other than the parties to this Agreement.

26. PARAGRAPH HEADINGS:  The headings of the paragraphs are for convenience only
and in no way limit or affect the provisions hereof.


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


LICENSOR:                                    LICENSEE:

NINTENDO OF AMERICA INC.

By:  Leisure Concepts, Inc.                  Topps Europe Ltd.
     Merchandising Licensing Agent

     By                                      By
     --------------------------------        ----------------------------------
     Al Kahn, Chief Executive Officer or     Its
     Joe Garrity, Chief Financial Officer

     Date __________________________         Date ___________________________




<PAGE>



                                     Pokemon
                          Merchandise License Agreement
                                  SCHEDULE PAGE


Schedules  Annexed to the License  Agreement  dated as of June 4, 1999,  between
Nintendo of America Inc. ("Licensor") and Topps Europe Ltd. ("Licensee").

Schedule A: The Property:  The  following  trademarks:  Nintendo.  The following
trademarks  and  characters  and  artwork   associated  with  the  listed  video
game/story or audiovisual work of the same name: Pokemon.

Schedule B: Licensed Products: Nonexclusive license for: 1. Stickers and Sticker
Albums;  2. Trading Cards;  3. Temporary  tattoos;  4. Molded Plastic  Novelties
containing hard sugar  confectionery or pressed candy or chewing/bubble  gum; 5.
Popzoid  Lollipops  - a  molded  plastic  stick  with  character  specific  head
surrounded by clear hard candy; and 6. Treasure Pop Lollipops - a hollow plastic
handle which will contain plastic Pokemon novelties.

Licensor reserves the right to license strategy card games to third parties.

Schedule  C:  Territory:   Australia,   Austria,  Bulgaria,   Benelux,  Armenia,
Azerbaydzhan,  Albania, Belo Russia, Channel Islands,  Croatia,  Czechoslovakia,
Cyprus, EIRE, Estonia,  France, Germany,  Georgia,  Gibraltar,  Greece, Hungary,
Israel, Isle of Man, Italy, Latvia, Lithuania, Liechtenstein, Monaco, Malta, New
Zealand, Portugal, Poland, Romania, Russia, South Africa, Scandinavia, Slovakia,
Slovenia, San Marino, Spain, Switzerland,  Turkey, United Kingdom, Vatican State
and Yugoslavia.

Schedule D:    Term:               June 4, 1999 through March 31, 2002

                                   If the animated series, Pokemon, is not
                                   broadcast, or the Nintendo Game Boy game,
                                   Pokemon, is not released by December 31,
                                   1999, the Term of the Agreement shall be
                                   extended by one(1) year with no additional
                                   advance or guarantee.

               Renewal Term:       N/A

Schedule E:    Royalty Rate:       [Information subject to request for
                                   confidential treatment.]

                                   All sales are to be reported by Territory.

Schedule F:    Minimum Royalty during the Term:

               Advance Payment:    [Information subject to request for
                                   confidential treatment.]

               Minimum Guarantee (due by end of the term): [Information subject
                                   to request for confidential treatment.]

               Minimum Royalty during the Renewal Term:

               Advance Payment (due on first day):[Information subject to
                                   request for confidential treatment.]

               Minimum Guarantee (due by end of the term): [Information subject
                                   to request for confidential treatment.]


<PAGE>

                                     Pokemon
                          Merchandise License Agreement
                                  SCHEDULE PAGE


Schedule G:    Notice:

               For Merchandising:

               @ [year of first use]  Nintendo,  Creatures,  Game Freak  (except
               where a shortened  version is  required  because of the nature of
               the  product,  then @ [year of first use]  Nintendo).  All Rights
               Reserved.

Schedule H:    Marketing Date: [Information subject to request for confidential
                                   treatment.]
               Ship Date:      [Information subject to request for confidential
                                    treatment.]

Schedule I:    Currency:                 U.S. Dollars

Schedule J:    Agent's Name and Address:

               Leisure Concepts, International (UK) Ltd.
               Unit One, Alice Court
               116 Putney Bridge Road
               London SW15 2NQ
               England

Schedule K:    Number of Samples of Each Licensed Product: 20 of each

Schedule L:    Sell-Off Period:  90 Days


Contract #20752


<PAGE>





                                    EXHIBIT A
                            Manufacturer's Agreement

The Licensor:            NINTENDO OF AMERICA INC.
The Licensee:            Topps Europe Ltd.
Contract No.:            20752
Expiration Date:         License agreement and this Manufacturer's Agreement
                         (unless sooner  terminated or extended) will expire on:

The Licensed Products:
The Property:
Name and address
of Manufacturer:



Territory of Manufacture:
Territory of Shipment:

In order to induce  Licensor  to  consent  to the  manufacture  of the  Licensed
Products  by the  undersigned  for the  Licensee,  the  undersigned  agrees that
(unless  otherwise  authorized by the Licensor,  under a similar  manufacturer's
agreement for another Licensee):

7)   It will not  manufacture  the Licensed  Products to the order of anyone but
     the  Licensee,  will  invoice only the Licensee and will not ship to anyone
     other than the Licensee or Licensee's customers.

8)   It will not subcontract  production of the Licensed  Products or components
     which  contain  the  Property  without  the prior  written  consent  of the
     Licensor.

9)   It will not without the prior written  consent of the Licensor  manufacture
     merchandise  utilizing any of the copyrighted  material  and/or  trademarks
     owned by the Licensor other than the Licensed Products.

10)  It will permit the authorized representative of the Licensor to inspect its
     activities  and  premises,  books of account and  invoices  relevant to the
     manufacture and supply of the Licensed products.

11)  It will not publish or cause the  publication  of pictures of the  Licensed
     Products in any publication or promotional material, nor advertise the fact
     that it is permitted to manufacture the Licensed Products.

12)  Upon  expiration  or  termination  of  the  License   Agreement,   or  upon
     notification by the Licensor, the undersigned manufacturer will immediately
     cease  manufacturing  the Licensed  Products and deliver to the Licensor or
     its authorized  representative  evidence that the Property has been removed
     from any  molds,  plates or other  devices  used to  produce  the  Licensed
     Products, or in the event removal is not practical or effective,  that such
     molds or plates have been destroyed.


Agreed to and accepted:            Agreed to and accepted:
Manufacturer                       Nintendo of America Inc. ("Licensor")
                                   By:  Leisure Concepts, Inc.
                                   Merchandising Licensing Agent




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


                                  By: Alfred R. Kahn, Chief Executive Officer or
                                      Joseph P. Garrity, Chief Financial Officer