MEMORANDUM OF AGREEMENT


     1. Form of Player Contracts.  Attached as Exhibit A is Topps's present form
of agreement with Baseball  Personnel ("Player  Contract").  Topps agrees in the
future,  until January 31, 2002, to use only Exhibit B (attached) as the form of
its licensing contracts with Baseball Personnel, and Exhibit C (attached) as its
form of  Extension  Agreement,  except  to the  extent it is  signing  Non-Major
Leaguers  pursuant  to that  certain  Agreement  between  Topps and MLBPA  dated
November 19, 1992.

     2. Amendment of Present Player Contracts. Topps agrees to amend its present
contracts  with Baseball  Personnel for the rights  involved in Exhibits A or B,
beginning with the baseball season of 1998, in accordance with the form attached
hereto as Exhibit B. Each of Topps's present  contracts with Baseball  Personnel
in the form of  Exhibit  A shall be  deemed  to be  amended  to  conform  to the
provisions  of Exhibit B without the  necessity of either party  executing a new
contract.  The rights of any Baseball  Personnel who have signed a contract with
the form of Exhibit A who thereafter  refuse to sign a contract with the form of
Exhibit B or an extension in the form of Exhibit C will  continue to be governed
by the contract in the form of Exhibit A until that contract expires.

     3.  Standstill  Agreement.  The Major League Baseball  Players  Association
agrees  that  it  will  not  interfere  with  Topps's  contracts  with  Baseball
Personnel,  its procurement of such contracts,  or its extensions or renewals of
such  contracts at any time prior to January 31, 2002,  provided that Topps does
not enter into,  extend or renew  contracts  other than in the form of Exhibit B
and  Exhibit  C, and does not seek to extend or renew  contracts  so as to place
players under contract for more than four (4) future baseball seasons.

     4.  Duration  of Player  Contracts.  The Player  Contracts,  as well as the
Extension  Agreements  and  this  Agreement,   refer  at  various  places  to  a
prohibition  on Topps  placing  players  under  contract  for more than four (4)
future baseball  seasons.  The parties  anticipate that, in accordance with past
practice,  Topps will be signing contracts and extension agreements with players
at various times during
<PAGE>

the year. It is the parties'  mutual  understanding  that, if such a document is
signed during a baseball  season,  the baseball season then in progress will not
be counted as one of the four "future"  years for purpose of  interpreting  this
language.  The effect of this  interpretations  will be to permit  Topps to sign
contracts and extension  agreements  with players during the season for one year
longer than if, in  accordance  with Topps's  normal  practice,  they had signed
during the immediately preceding spring training.  For players signed in season,
four "future"  baseball seasons will be interpreted to mean the season currently
in  progress  plus four  seasons  into the  future.  As an  example,  a player's
original  Topps  contract  expires  at the end of 2001  season.  During the 1999
season, he signs an extension  agreement with Topps. The extension agreement can
permissibly extend the player's contract for two additional future seasons (2002
and 2003), whereas if he had signed the extension in spring training it would be
for only one season  (2002).

     5. Posters and Similar Items. Paragraph  1 of the Player Contract grants to
Topps the right to use multiple players' pictures in sheets which contain groups
of  images.  What is  contemplated  here is that  Topps  shall have the right to
publish proof sheets of its picture card items,  and products similar in format,
but not posters,  team  photographs  or other  products which have been designed
specifically  to take  advantage of this grant of rights.  In other  words,  the
language is designed as a convenient  adjunct to the grant of rights for picture
cards, not as an entirely separate grant of rights.

     6. Paragraph 2(d) of the Player Contract.  This paragraph  contains various
restrictions upon Topps' ability to use the rights granted in paragraph 1. It is
understood  between the parties that  paragraph  2(d) is not in itself a vehicle
for the grant of any  rights  whatsoever  to Topps and Does not  expand  Topps's
rights granted in paragraph 1 by virtue of any negative implication.

     7. Unsigned Players. There are at present in the Major Leagues a handful of
players who have never signed agreements with Topps, and there may in the future
be similar  players.  This letter will  confirm that the MLBPA does not and will
not contend,  while its agreement  with Topps is in force,  that its  Commercial
Authorization Agreements prevent Topps from attempting to enter into contractual
arrangements with such players. By the same token, of course, the MLBPA does not
in any regard warrant that those players will sign contracts with Topps (but, as
provided in Section 3 above,  it will not interfere with Topps's efforts to sign
them).

     8. Coaches and  Managers.  It is the  intention of both parties to continue
past  practice  with  regard  to  coaches  and  managers.  There  are some  such
individuals  who are not  members  of the  MLBPA and do not  participate  in the
MLBPA's group licensing  program.  As in the past, upon request,  the MLBPA will
identify those  individuals to Topps, and Topps will make separate  arrangements
with them, if it desires,  concerning the use of their pictures and any payments
to be made to them therefor.

     9. Power of Arbitrators.  It is expressly understood that the choice of New
York law to govern the Player  Contracts  means  that the  parties  intend to be
governed by the  arbitration  provisions of the New York Civil  Practice Law and
Rules, Article 75, as they may be in force at the time of arbitration. This law,
among other things, confers subpoena power on an arbitrator.

     10.  Royalty  Reports.  Topps shall furnish the MLBPA with interim  royalty
reports three (3) times a year (June 15, September 15, December 15) plus a final
report on February 1. Interim report dates coincide with interim payments except
that the June 15 report may be made 15 days  after the June 1  payment.  Royalty
reports  will be in form  mutually  acceptable  to MLBPA and Topps,  which shall
generally  confirm  to  Exhibit D attached  hereto.  The June 15 and  February 1
reports will include:

     (a) Names of players  entitled to payment for the period in question  under
paragraphs 4(b)(i) and (ii) of Player Contracts, as extended;

     (b) Termination  dates of Player  Contracts;  

     (c) Direct  payments due to or earned by players under  paragraphs  4(b)(i)
and (ii) of Players Contracts;

     (d) Gross sales of licensed  product  broken down by product and country of
sale;

     (e) Returns;
<PAGE>

     (f) Discounts and allowances made to customers;

     (g) Net sales;

     (h) Net royalties accrued; and

     (i) Royalty or guaranty  payments  made to the MLBPA.  The September 15 and
December 15 reports may be limited to items 4 through 8.

     11. Audit  Reports.  Topps shall make  available  to the MLBPA's  certified
public accountant whatever books and records are reasonably necessary to perform
the audit. The certified public accountant,  in turn, will hold confidential all
information  he  receives  except  to the  extent of  reporting  to the MLBPA on
whether or not, in his professional judgment,  Topps has made the payments it is
required to make and verifying (or not)  compliance with the terms of the Player
Contracts  and  the  Agreement.  

     If the MLBPA's certified public accountant determines that Topps has failed
to make any  required  payments,  and Topps  disputes  that  determination,  the
MLBPA's officers and Executive Board will be entitled to have access to complete
audit information, subject to the duty of confidentiality contained in Paragraph
6 (a) of the Player Contract.  

     The MLBPA may and shall inform its player-members  about the royalties paid
by Topps as that  information is provided to the MLBPA by Topps or in the report
of its certified public accountant.

     12.   Promotional   Commitment.   [Information   subject  to  request   for
confidential treatment.]

                                      MAJOR LEAGUE BASEBALL PLAYERS ASSOCIATION
 
                                      By:_______________________________________

                                      Date:_____________________________________



<PAGE>


                                      THE TOPPS COMPANY, INC.

                                      By:_______________________________________

                                      Date:_____________________________________


<PAGE>












                                    EXHIBIT B


                                                      #_________________________
PLAYER'S NAME __________________________________________________________________

                   BASEBALL PLAYER'S PICTURE LICENSE AGREEMENT

     Definitions:  "Topps," when used herein,  shall refer to The Topps Company,
Inc.,  its  wholly-owned   subsidiaries,   licensees  to  which  it  may  assign
territorial licenses outside the continental United States (including Alaska and
Hawaii), and its successors and assigns. 

     "MLBPA," when used herein, shall refer to the Major League Baseball Players
Association,  its  successors,  or any agent  chosen to hold the rights  granted
herein by a  majority  of major  league  baseball  players  who are  parties  to
agreements similar to this Agreement.

     1. Grant of right: In consideration of the payments provided for below, and
subject to the  exclusions  and provisos in paragraph 2 below, I hereby grant to
Topps the right to print, reproduce,  publish, distribute and sell (collectively
"use")  my  name,   picture,   facsimile  signature  and  a  description  and/or
biographical sketch of me, or any of them (collectively,  my "baseball picture")
in the form of two or three  dimensional  pictures,  trading  cards,  postcards,
stickers,  stamps,  pressure-sensitive  transfers,  or decals, each in a size no
larger than fifty square  inches,  and in larger sheets  consisting of groups of
images, no one of which is larger than thirty-five square inches, or in the form
of medallions or coins, in molded metal or plastic, each capable of fitting into
a  container  with a  capacity  of four  cubic  inches or less and no  dimension
greater than four inches,  together with the baseball pictures of other baseball
players. 
<PAGE>

     (a)  exclusively,  in  combination  with chewing gum and candy or either of
them, in the Western  Hemisphere,  the territories and possessions of the United
States, and the Philippines, except as provided in paragraph 2(b).

 (b)
nonexclusively,  without  accompanying  items.  Except as provided herein,  this
grant of rights shall  preclude  Topps from using and shall permit me to license
others to use my  baseball  picture  together  with any item  other  than gum or
candy. Topps may use my baseball picture together with incidental items, such as
game  cards,  whose cost is less than 20% of the cost of the  baseball  pictures
with which it is combined  and whose  function is to  differentiate  the package
from other  packages.  Should Topps seek to offer an incidental  item which does
not consist of gum or candy and which varies  substantially  from the game cards
which Topps has traditionally employed,  Topps shall furnish a sample thereof to
the MLBPA at least 30 days  prior to the first  such  sale.  I direct the MLBPA,
within 30 days, to notify Topps whether the proposed item is confusingly similar
to an item which is being used,  or is under active  current  consideration  for
use,  in  combination  with  my  baseball  picture,  by any  other  person  duly
authorized by me, or is detrimental to my image as a baseball  player.  I direct
the MLBPA not  unreasonably  to withhold  its consent to such use.  Failing such
notification,  Topps  shall be free to sell my baseball  picture in  combination
with the proposed item. Topps agrees that the inclusion of such incidental items
by others in  combination  with my baseball  picture in a package they otherwise
have rights to sell will not violate Topps' rights under this Agreement,  except
to the degree that such incidental  item is confusingly  similar to an item used
by Topps. 

     (c) Nothing herein shall preclude Topps from  distributing  collector aids,
such as albums for stamps,  display cases for trading cards,  and similar items,
either alone or in  combination  with  products to which I have  granted  rights
under  paragraphs  1(a) or 1(b).  

     These rights are granted for the term of this  Agreement and any extensions
or renewals thereof.  These rights are granted  throughout the world. The rights
granted  herein shall not  constitute a  testimonial  or  endorsement  of Topps'
products.  I shall not  endorse  any bubble gum  product  other than  Topps.  
<PAGE>

     2.  Exclusions and  provisions:(a)  Nothing herein shall  interfere with my
ability to grant  rights with regard to the use of my baseball  picture for club
publicity  purposes as provided in the Basic Agreement  between the Major League
Baseball Players Association and Major League Baseball,  as that Basic Agreement
may be amended hereafter,  provided,  however,  that this paragraph shall not be
interpreted as a grant of rights to any major league  baseball club. 

     (b) Nothing  herein shall  interfere with my ability to grant to others the
non-exclusive right to publish or distribute my baseball picture with candy in a
package which contains at least 1 1/2 ounces of candy for each baseball  picture
and a total of no more than six baseball pictures.

     (c)  Nothing  herein  shall  interfere  with my  ability to grant to others
exclusive  rights (or, in connection  with  medallions  or coins,  non-exclusive
rights)  with regard to my baseball  picture to be sold in any form at an actual
retail sales price in excess of $4.00 per image.  

     (d) Nothing herein gives Topps the right to sell my baseball picture in any
form to any  person  for use as a premium  in  combination  with any  product or
service  unless the user has  obtained  from me the right to publish my baseball
picture in combination with that product or service.  Nothing herein gives Topps
the right to sell my baseball picture in combination with any branded product or
service unless the brand is Topps' or its  licensee's  own, or to use the rights
granted  herein in  combination  with any trademark or trade name other than one
owned by Topps or an  establishment  which sells Topps products.  Nothing herein
gives Topps the right under any circumstances to use my baseball picture for the
promotion or  advertisement  of alcohol,  tobacco or any otherproduct or service
which would be detrimental to my image as a baseball player. 

     (e) Subject to the MLBPA's approval of the identity of the licensee and its
financial  responsibility,  which shall not  unreasonably  be withheld and which
shall be deemed granted if the MLBPA does not refuse  approval after thirty days
written notice,  Topps shall have the power to license to others the territorial
rights  outside  the  continental  United  States  with  regard to use of rights
granted to it under this Agreement,  provided, however, that Topps may only have
a single  licensee in any territory and shall be  responsible as a guarantor for
<PAGE>

all payments to be made to me or for my account as a result of sales made by its
licensees. 

     (f) Topps may assign to another  all,  but not less than all, of the rights
granted  to it under  this  Agreement  upon 60 days  prior  notice to the MLBPA,
provided,  however,  that if (i) Topps  purports to assign  these  rights to any
person  or  entity  which  has the  power to act for the  owners  of a  majority
interest in a Major League Baseball Club ("Baseball  Club"),  or (ii) any person
or entity which has the power to act for the owners of a majority  interest in a
Baseball Club shall obtain control of these rights or any portion thereof by the
acquisition  of a majority  interest in Topps,  its  successors or assigns,  the
rights will  automatically  terminate and revert to me ninety days after written
notice to Topps by the MLBPA, unless within that time the rights are assigned to
another not in control of a Baseball Club or the holder of these rights  assigns
control of the Baseball Club to another. In the event of a termination of rights
under this  paragraph,  Topps shall have no further  obligation to make payments
under  paragraphs  4(b), 4(c) or 4(d) except for payments  already earned at the
time the rights terminate. 

     3. Player's representations: I have reached majority. I have the full right
to enter into this Agreement. I have not heretofore granted to others the rights
or any part of the  rights  granted to Topps  hereunder.  I shall not during the
term of this  Agreement,  or any  extension or renewal  thereof,  enter into any
agreements with others conflicting with the rights granted herein,  whether such
grant of rights to others be for the term of this Agreement or any part thereof,
or whether they be for a time commencing after the expiration of this Agreement,
except that during the final year of this Agreement as extended or renewed I may
grant such rights for a time commencing  after the expiration of this Agreement.

     4. Payment:  (a)  initially,  Five ($5.00)  Dollars by check to me in hand,
receipt  of  which I  hereby  acknowledge.  

     (b) Periodic  guaranteed  lump sum payments:  (i) For each Baseball  Season
during the term of this Agreement and any extensions or renewals  thereof during
which I am retained as an active,  eligible  member of a Major  League  Baseball
Club for the  first 31  consecutive  days of the  Championship  Baseball  Season
<PAGE>

("Baseball Season") without interruption, or my picture is used, Topps shall, no
later than June 1 in every such year, pay me Five Hundred Dollars ($500) and pay
the MLBPA Two Hundred Fifty Dollars  ($250) and (ii) if I am a baseball  player,
Topps shall also pay me an extension  bonus of  Seventy-Five  Dollars  ($75) per
year of extension  each time I extend this  Agreement for an additional  term of
years  pursuant to Topps'  policy of  attempting  to extend its  contracts  with
baseball players in order to keep baseball players under contract for up to four
Baseball  Seasons in advance.  This  extension  bonus will be in addition to any
royalties  payable  under  paragraph  4(c) or minimum  royalties  payable  under
paragraph 4(d). 

     (c) Annual  royalties:During  any Baseball  Season in which I have at least
one day of Major  League  service  or any year in  which my  picture  is used by
Topps,  Topps  shall  pay on my  account  to the  MLBPA,  for  inclusion  in and
distribution  in accordance  with its group  licensing  program,  a sum for each
Baseball Season during the term of this Agreement and any extensions or renewals
thereof,  consisting  of my pro rata portion of the total amount of a royalty of
[Information subject to request for confidential treatment.] of Topps' net sales
(hereinafter  defined) made in the calendar year of any such Baseball Season. To
the extent this payment exceeds the minimum  guaranteed  royalty provided for in
paragraph 4(d), payment is due during banking hours on a regular business day no
later than February 1 of each year for the previous Baseball Season. "Topps' net
sales" shall mean all sales of Topps' products employing the rights provided for
in Topps' contracts with major league baseball  players,  managers,  coaches and
trainers,  less  discounts,  returns  and  allowances  made  to  customers.  

     (d)  Guaranteed  minimum  royalties:  If I am eligible  for  payment  under
paragraph  4(b) (i),  Topps  shall pay the  greater of Fifteen  Hundred  Dollars
($1,500) or two-thirds of the average of total royalties  earned for each player
under  paragraph 4(c) during the preceding three Baseball  Seasons,  which shall
include any amount paid to me or the MLBPA under  paragraph  4(b) (i).  Payments
under  this  paragraph  4(d)  will be made  whether  or not they are  earned  as
royalties.  To the extent they exceed the amount  payable to me and to the MLBPA
under  paragraph 4(b) (i),  these minimum  guaranteed  royalty  amounts shall be
<PAGE>

payable to the MLBPA on my account in two equal  installments  on the  fifteenth
day following the close of Topps' quarterly accounting periods ending closest to
September 1 and December 1 in each year. 

     (e) It is understood that I shall have the option to accept  merchandise or
other  things of value  offered  by Topps in lieu of cash  payments  to me under
paragraph  4(b). The value of said  merchandise  shall be deemed to be the value
set forth in Topps' catalog which shall be submitted to me for selection.  Topps
shall provide copies of the catalog to the MLBPA in advance of their use.

     5. Term of  contract:  This  Agreement  shall be  effective  as of the date
hereof,  and  shall  bind  both me and  Topps  (subject  to  paragraph  2(e) and
paragraph 7) for four full Baseball  Seasons in which payment  becomes due to me
under paragraph 4(b). In no event shall this Agreement,  as it may be renewed or
extended hereafter,  ever bind me, at any point in time, for more than four such
Baseball  Seasons into the future.  Unless  renewed or extended,  this Agreement
shall  automatically  terminate  on October 31 in the year of the last  Baseball
Season for which it binds me, or one year  following my  retirement  from active
uniformed  service in  professional  baseball,  whichever  is  earlier.  If this
Agreement  terminates  at a time when  Topps has on hand  stocks of my  baseball
picture which it has been licensed to print and reproduce  under this Agreement,
but which have not yet been sold, Topps may continue to sell off such stocks for
a period of four  months. 

     6. Rights and Duties of the MLBPA: (a) Generally: Effective at such time as
I first become eligible for payment under this Agreement, I hereby designate and
authorize the MLBPA to act as my agent in connection with the interpretation and
enforcement  of this  Agreement;  to  renegotiate  this Agreement as provided in
paragraph  6(b);  to receive  annual  royalty  statements  and  statements of my
account from Topps in the form mutually  agreed between Topps and the MLBPA;  to
inspect and audit Topps' books and records,  including  this  Agreement  and any
documents  concerning its duration,  terms or  extensions;  and to collect on my
behalf all royalties  referred to herein.  I may withdraw this  authorization at
any time.  Topps agrees to maintain  detailed  records of its net sales,  and to
provide the MLBPA with periodic  statements  thereof in the agreed form,  and to
<PAGE>

permit the MLBPA through an independent  certified public  accountant to conduct
annual audits and  inspections  of Topps' books and records,  in order to verify
the amount of total sales subject to royalty,  and the amounts of other payments
due under this Agreement as extended.  Topps further  agrees to remit  royalties
and  other  payments  hereunder  to the  MLBPA on my  behalf.  It is a  material
condition of Topps' agreements hereunder that the MLBPA and its certified public
accountant keep strictly confidential any information obtained by either of them
from Topps' royalty reports or from the exercise of the rights of audit, and not
disclose such information directly or indirectly to any person in any way except
as may be mutually  agreed or required  by law,  or in  arbitration  proceedings
under paragraph 12(b) hereof.

     (b)  Periodic  renegotiation  of royalty  rates:  To the  extent  that this
Agreement, as renewed or extended, may be in force, I hereby authorize the MLBPA
to enter into  negotiations  with Topps on August 1, 2001 and every  three years
thereafter to readjust,  for the succeeding  three years,  the royalty rates and
guaranties  under this Agreement and other  agreements of baseball  players with
Topps to reflect  changes,  if any, in the value of the rights  granted to Topps
under those agreements.  If Topps and the MLBPA cannot agree upon such rates and
guaranties  within  120 days,  the  issues  presented  for  negotiation  will be
submitted to binding  arbitration in accordance with paragraphs 12 and 13 below.
I understand that this paragraph may lead to either an increase or a decrease in
the payments to which I may be entitled  under this  Agreement.  The increase or
decrease  in any royalty  rate will be limited to no more than a twelve  percent
(12%)  change in such rate;  the  increase or decrease in any  guaranty  will be
limited to no more than a 25% change in the dollar amount of such  guaranty.  

     7. Failure to achieve  guaranteed  levels of sales:  In the event the total
dollar amount of Topps' net sales shall fall below the levels sufficient to earn
each individual play One Thousand Dollars ($1,000) for a full Baseball Season in
annual royalties under paragraph 4(c) hereof,  for each of two consecutive years
(unless  excused by the operation of paragraph 8), the exclusive  rights granted
to Topps hereunder shall automatically  become non-exclusive as of December 1 of
the second year. In the event Topps' rights become non-exclusive by operation of
this  paragraph,  Topps shall have no obligation to make further  payments under
<PAGE>

paragraph  4(d)  except for  payments  already  earned at the time of the rights
become non-exclusive.

     8.  Unforseen  contingencies:  Acts  of war,  public  disorder  or  nature,
accidents  to plant or  machinery,  orders  of courts  or  governments  or their
bureaus or departments,  the  interruption of the Major League Baseball  Season,
strikes,  or failure of usual  sources of supply  material,  or any  contingency
beyond  the  control  of Topps,  whether  related  or  unrelated,  or similar or
dissimilar to any of the forgoing,  shall be sufficient reason for nonpayment by
Topps of amounts  otherwise payable under paragraph 4(d), but only to the extent
caused by said  condition;  notwithstanding  such condition or nonpayment,  this
Agreement  in all other  respects  shall  continue in full force and effect.  

     9. Topps' right of enforcement: Topps shall have the right independently of
the MLBPA,  to enforce this  Agreement upon my behalf as against any third party
which Topps believes is infringing the rights granted to it hereunder, provided,
however,  that Topps will give the MLBPA  reasonable  notice of its intention to
enforce this  Agreement  and that if there is a bona fide dispute  between Topps
and the MLBPA as to whether Topps has the rights in question, such dispute shall
first be resolved  by  arbitration  in  accordance  with  paragraph  12(a).  

     10.  Noninterference  with rights of third parties: If this Agreement is in
conflict with any prior  agreement that I may have signed,  validly  granting to
another some or all of the rights to my baseball picture as defined herein,  (a)
to the extent the prior grant of rights is exclusive,  this  Agreement  shall be
inoperative to grant Topps such rights for any period of time in which they have
been  validly  granted  to  another,  but shall  otherwise  be in full force and
effect; (b) to the extent the prior grant of rights is nonexclusive,  the rights
granted  in  paragraph  1 hereof  shall be subject  only to the  rights  already
granted;  and (c) if Topps chooses to publish or sell my baseball picture in any
form,  Topps shall have the obligation to make payments to me or on my behalf to
the full extent provided in paragraph 4 hereof, notwithstanding that some person
other than Topps may also possess rights to my baseball  picture by virtue of my
prior grant or rights.
<PAGE>

     11. Governing law: The Agreement shall be governed by the laws of the State
of New York. 

     12.  Arbitration:  All disputes  concerning the following  matters shall be
submitted to arbitration in accordance with the procedures outlined in paragraph
13.  No  other  disputes  arising  out  of the  Agreement  shall  be  considered
arbitrable.  

     (a)  Whether a  particular  product or product  combination  is, or is not,
within the scope of the rights granted to Topps under paragraphs 1 and 2.

     (b) What  payments  are  properly  owing  for any year  under  the terms of
paragraphs  4(b), (c) and (d) and (if applicable)  paragraph 8. 

     (c) What royalty rates and guaranties properly reflect changes in the value
of the rights  granted  hereunder,  if agreement  cannot be reached  pursuant to
paragraph 6(b).

     13. Arbitration procedure:  (a) Within ten days after a notice of intention
to  arbitrate  is served,  the MLBPA and Topps shall each select one  arbitrator
with a residence or office  within 25 miles of New York City.  

     (b) Within twenty days  thereafter,  the two  arbitrators so selected shall
agree upon the  appointment  of a third  arbitrator  with a residence  or office
within 25 miles of New York City.  Failing  such  agreement  either Topps or the
MLBPA  shall  promptly  make  an  appropriate   application   for  the  judicial
appointment of a third  arbitrator.

     (c) The three  arbitrators so selected shall meet in New York City and hold
such  hearings as they deem  appropriate  and at which the parties  shall submit
such  evidence  as  the  arbitrators  deem  appropriate.

     (d) The cost of the  arbitration  shall be shared  equally by Topps and the
MLBPA with each side to bear its own attorneys' fees.

     (e) Any award rendered by the  arbitrators  may be confirmed and reduced to
judgment in any court of competent jurisdiction in the State of New York. 

     I have received a copy of this Agreement.
<PAGE>


x                                                  x
----------------------------------------------    ------------------------------
Player's signature                                 Date
 
x
----------------------------------------------
Player's Social Security #
 

THE TOPPS COMPANY, INC.



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(Authorized Agent)                                 Date




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Home address:                                      Consent of Parent or Guardian
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                                    EXHIBIT C

                               EXTENSION AGREEMENT
         
     1. I have  previously  earned payments under paragraph 4(b) of the Baseball
Player's  Picture License  Agreement  ("License  Agreement")  between me and The
Topps Company, Inc. ("Topps") (as extended, if previously extended).

     2. Topps now has the right to publish my baseball picture under the License
Agreement (as extended,  if previously extended) for ________ baseball season(s)
into the future, including the ________ baseball season.
         
     3. By this  Extension  Agreement,  I hereby  agree  to  extend  my  License
Agreement for ________ additional baseball season(s).

     4. As a result of this  Extension  Agreement,  my License  Agreement  shall
expire  on  January  31,  ________,  except  that for any year in which I am not
entitled  to  payment  under  paragraph  4(b)  of the  License  Agreement,  that
expiration date shall be extended for one year.

     5. This  Extension  Agreement is without effect to the degree it extends my
License Agreement for more than four future baseball seasons.

     6. In return for this  Extension  Agreement,  Topps has paid me $__________
($75 per year of extension), [receipt of which I hereby acknowledge].

     I have received a copy of this Extension Agreement.

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Player's signature                                     Date


THE TOPPS COMPANY, INC.


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(AUTHORIZED)                                           Date


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