Exhibit 10.1

MEMORANDUM OF AGREEMENT

 

1.	Form of Player Contracts. Attached as Exhibit A is Topps' present form of agreement withBaseball Personnel ("Player Contract"). Topps agrees in the future, until January 31, 2010, to use only Exhibit A as the form of itslicensing contracts with Baseball Personnel, and Exhibit B (attached) as its form of Extension Agreement, except to the extent it issigning Non-Major Leaguers pursuant to that certain Agreement between Topps and the MLBPA dated November 19, 1992.

2.	Term of Agreement. This term of this Agreement shall extend through January 31, 2010.	

3.	Standstill Agreement. The Major League Baseball Players Association agrees that it will notinterfere with Topps' contracts with Baseball Personnel, its procurement of such contracts, or its extensions or renewals of suchcontracts at any time prior to the end of the Term hereof, provided that Topps does not enter into, extend or renew contracts other thanin the form of Exhibit A and Exhibit B, and does not seek to extend or renew contracts so as to place players under contract for morethan four (4) future baseball seasons.

4.	Duration of Player Contracts.	 The Player Contracts, as well as the Extension Agreementsand this Agreement, refer at various places to a prohibition on Topps placing players under contract for more than four (4) futurebaseball seasons. The parties anticipate that, in accordance with past practice, Topps will be signing contracts and extensionagreements with players at various times during the year. It is the parties' mutual understanding that, if such a document is signedduring a baseball season, the baseball season then in progress will not be counted as one of the four "future" years for purpose ofinterpreting this language. The effect of this interpretation will be to permit Topps to sign contracts and extension agreements withplayers during the season for one year longer than if, in accordance with Topps' normal practice, they had signed during theimmediately preceding spring training. For players signed in season, four "future" baseball seasons will be interpreted to mean theseason currently in progress plus four seasons into the future.

As an example, a player's original Topps contract expires at the end of 2006 season. During the 2004 season,he signs an extension agreement with Topps. The extension agreement can permissibly extend the player's contract for two additionalfuture seasons (2007 and 2008), whereas if he had signed the extension in spring training it would be for only one season (2007).

5.	Posters and Similar Items. Paragraph 1 of the Player Contract grants to Topps the right to usemultiple players' pictures in sheets which contain groups of images. What is contemplated here is that Topps shall have the right topublish proof sheets of its picture card items, and products similar in format, but not posters, team photographs or other products whichhave been designed specifically to take advantage of this grant of rights. In other words, the language is designed as a convenientadjunct 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 thegrant of any rights whatsoever to Topps and does not expand Topps' rights granted in paragraph 1 by virtue of any negativeimplication.

7.	Unsigned Players. There are at present in the Major Leagues a handful of players who havenever signed agreements with Topps, and there may in the future be similar players. This letter will confirm that the MLBPA does notand will not contend, while its agreement with Topps is in force, that its Commercial Authorization Agreements prevent Topps fromattempting to enter into contractual arrangements with such players. By the same token, of course, the MLBPA does not in any regardwarrant that those players will sign contracts with Topps (but, as provided in Section 3 above, it will not interfere with Topps' efforts tosign them).

8.	Coaches and Managers. It is the intention of both parties to continue past practice with regard tocoaches and managers. There are some such individuals who are not members of the MLBPA and do not participate in the MLBPA'sgroup licensing program. As in the past, upon request, the MLBPA will identify those individuals to Topps, and Topps will makeseparate 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 thePlayer Contracts means that the parties intend to be governed by the arbitration provisions of the New York Civil Practice Law andRules, Article 75, as they may be in force at the time of arbitration. This law, among other things, confers subpoena power on anarbitrator.

10.	Guaranteed Minimum Royalty and Royalty Reports.	

(a)	Guaranteed Minimum Royalty: On behalf of those players who have signed aBPPLA effective during the term of this Agreement, Topps shall pay the MLBPA the following sums ("Guaranteed MinimumRoyalty") in each of the following years, in the manner set forth in the BPPLA:

[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

The Guaranteed Minimum Royalty set forth above includes minimum guarantees for the following additionalTopps products licensed by MLBPA, with respect to which royalties shall be paid at the each product's respective royalty rate:SportsClix; eTopps; Hot Button Baseball; and any new "kids-oriented" product, as approved by MLBPA, which replaces any of theaforementioned products.

(b)	Royalty Reports: Topps shall furnish the MLBPA with interim royalty reports three (3) times a year (June15, September 15, December 15) plus a final report on February 1. Interim report dates coincide with interim payments except that theJune 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 conform toExhibit D attached hereto. Topps agrees to purchase (where necessary) and utilize MLBPA-specified software to electronically transferroyalty reports to MLBPA within sixty (60) days of written notice from MLBPA; provided, however, that the purchase of such softwareshall not require unreasonable financial outlays by Topps. The June 15 and February 1 reports referenced above will include:

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

(2)	Termination dates of Player Contracts;

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

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

(5)	Returns;

(6)	Discounts and allowances made to customers;

(7)	Net sales;

(8)	Net royalties accrued; and

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

	(c) 	SportsClix Royalties for 2005: With respect to 2005 only, should the royalties due MLBPA forTopps' SportsClix product for that calendar year be less than the Guaranteed Minimum Royalty required under Topps' license with theMLBPA for that product, Topps may take the difference between these two amounts and make a charitable donation in that amount toThe Players Trust (a 501(c)(3) charitable foundation); provided, however, that the sum donated to the Trust shall not exceed***[INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIALTREATMENT].
11.	Audits.***