As of September 28, 1995






Major League Baseball Properties, Inc.
350 Park Avenue
New York, NY 10022

Gentlemen:

         This letter amendment (the "1995 Amendment"), when executed below
shall, with automatic effect on January 1, 1996 (the "Effective Date"), extend
and further amend the license agreement dated as of January 1, 1969 (the "1969
Agreement"), as heretofore amended on April 2, 1974, May 18, 1977, August 23,
1982, August 25, 1983, November 20, 1985, June 25, 1990 and August 16, 1990,
between Major League Baseball Properties, Inc. ("MLBP"), on its own behalf and
as authorized agent of the Office of the Commissioner of Baseball (the "BOC"),
the American and National Leagues of Professional Baseball Clubs (the "Leagues")
and their member clubs (the "Baseball Clubs") and The Topps Company, Inc.
("Topps"), as set forth below.  The 1969 Agreement, together with all prior
amendments and this 1995 Amendment is sometimes referred to herein as the
"License Agreement".  For ease of reference, certain of the provisions of the
amendments prior to this 1995 Amendment have been restated below without
modification, so that upon the Effective Date, all amendments to the 1969
Agreement that are in effect throughout the term of this 1995 Amendment are
reflected in this 1995 Amendment. The parties hereto do hereby agree as follows:

 1.      The term of the License Agreement shall be extended through and
         including December 31, 2000, unless earlier terminated pursuant to its
         terms.

 2.      The License Agreement is amended by deleting in its entirety paragraph
         1 in the 1969 Agreement and replacing it with the following:

         "1. MLBP hereby licenses Topps for the term of the 1995 Amendment to
         use the Major League Baseball silhouetted batter logo (and any other
         logo owned by MLBP during such term), and the names and insignias of
         each of the BOC, the Leagues and the Baseball Clubs (collectively, the
         "Insignia"):

         (a) as a part of the uniforms of baseball players shown

              (i)   in baseball player picture cards ("Trading  Cards") to be
                    sold either alone or in combination with chewing gum of any
                    kind ("Topps Products"),


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              (ii)  in baseball player photographs reproduced as pictures on
                    materials other than Trading Cards, including, but not
                    limited to, player pictures on conventional (non-glossy)
                    paper stock, smaller than 5 x 7 inches in size ("Player
                    Pictures"), to be sold (A) in combination with Topps
                    Products, and (B) alone if substantial sales are made by
                    Topps of Topps Products sold in combination with Player
                    Pictures reflecting a bona fide effort by Topps to market
                    the Player Pictures in combination with Topps Products and
                    so long as such efforts and sales continue,

              (iii) in baseball player photographs reproduced as posters not
                    larger than 20 x 12 inches in size (and when folded not
                    larger than 28 square inches in size) ("Player Posters"), to
                    be sold in combination with Topps Products,

              (iv)  in baseball player photographs reproduced as gummed stamps
                    or stickers, and accompanying albums ("Player Stickers"), to
                    be sold in combination with Topps Products,

              (v)   in baseball player photographs reproduced as wax rub-offs,
                    tattoos and on boxes ("Miscellaneous Reproductions"), to be
                    sold in combination with Topps Products;

         (b)  as part of the Topps Products and the packaging of such Topps  
              Products, other than on the uniform of baseball players shown; and

         (c)  in advertising and promotional material reasonably connected with 
              the foregoing uses.

         The Trading Cards, Player Pictures, Player Posters, Player Stickers and
         Miscellaneous Reproductions are sometimes herein collectively referred
         to as the "Baseball Items".  This license is not exclusive and does not
         constitute and may not be used so as to imply the endorsement by MLBP,
         the BOC, the Leagues or the Baseball Clubs of any product of Topps.
         Topps acknowledges that, during the term of the 1995 Amendment, it
         shall not use the Insignia on any products other than the Baseball
         Items and Topps Products and materials related thereto, except as
         provided hereunder or as otherwise approved by MLBP in writing.  In
         addition, Topps shall use its best efforts to ensure that all Baseball
         Items and Topps Products will present Major League Baseball in a
         positive light among children and young adults, consistent with Topps
         prior and current practice."

 3.      All references in the License Agreement to Major League Baseball  
         Promotions Corporation shall be changed to Major League Baseball  
         Properties, Inc. All references in the License Agreement to Topps 
         Chewing Gum, Incorporated shall be changed to The Topps Company, Inc.

 4.      The territory shall continue to be worldwide, subject to the remaining
         provisions of this paragraph.  However, prior to (a) any distribution 
         or sale by Topps of Baseball Items or Topps Products in a country
         other than the United States, its territories and possessions, U.S.  
         military bases worldwide, Puerto Rico, or Canada (hereinafter, a "New 
         Foreign Jurisdiction"), or (b) distribution or sale of Baseball Items 
         or Topps Products by any entity directed by, or under agreement with,
         Topps to sell or distribute such items and/or  

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<PAGE>

         products in a New Foreign Jurisdiction, Topps shall notify MLBP, in 
         writing, of the intention of Topps or such other entity to sell or  
         otherwise distribute into any such New Foreign Jurisdiction, together
         with a description of the Baseball Items and/or Topps Products to be 
         sold or distributed, projected volume of such items to be sold or 
         distributed into such New Foreign Jurisdiction and the name of the 
         Topps distributor for such New Foreign Jurisdiction.  Topps shall, to 
         the extent reasonably practicable, provide such notice at least twenty
         (20) days prior to such distribution or sale.  MLBP shall then notify 
         Topps, in writing and within fifteen (15) days of its receipt of Topps
         notice, as to whether the Insignia have been registered with the 
         relevant trademark authorities in such New Foreign Jurisdiction.  If 
         the Insignia have not been so registered, neither Topps nor any entity
         directed by, or under agreement with, Topps to distribute or sell the 
         Baseball Items or Topps Products in such New Foreign Jurisdiction shall
         sell Baseball Items or Topps Products in such New Foreign Jurisdiction 
         unless Topps agrees to indemnify MLBP, the BOC, the Leagues and the 
         Baseball Clubs from any third party trademark or other intellectual  
         property claims brought as a result of such sales or distribution in 
         such New Foreign  Jurisdiction.  MLBP shall provide Topps with a list 
         of all countries in which the Insignia are currently registered, as 
         promptly as reasonably practicable after the date hereof.

 5.      During each calendar year of the term of the 1995 Amendment, Topps
         shall pay to MLBP minimum guarantees, against sales of Baseball Items
         and Topps Products in the United States, its territories, possessions
         and military bases worldwide, Puerto Rico and Canada as set forth on
         Schedule A attached hereto.  There shall be no minimum guarantees for
         any other jurisdiction.

 6.      During each calendar year of the term of the 1995 Amendment commencing
         with the Effective Date, Topps shall pay to MLBP royalties on the net 
         sales of Baseball Items and Topps Products (as those terms are defined
         in paragraph 1 of the License  Agreement), as set forth on Schedule A 
         attached hereto.  The term "net sales" shall mean [INFORMATION 
         SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT].  The minimum 
         guarantees payable hereunder shall be paid as provided in Schedule A 
         except to the extent that

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<PAGE>
 
         cumulative payments of royalties for sales in the United States, its  
         territories, possessions and military bases worldwide, Puerto Rico
         and Canada shall theretofore have offset all or a portion of the total
         of such minimum guarantees.  [INFORMATION SUBJECT TO REQUEST FOR
         CONFIDENTIAL TREATMENT].  Any late payments by Topps shall 
         require Topps to pay MLBP, in addition to the amounts due, interest at 
         one percent (1%) per month or the highest prime lending rate of 
         Chemical Bank (or its successor) during the period such amounts are  
         delinquent, whichever is greater, on the amounts delinquent for the 
         period of delinquency, without prejudice to any other rights of MLBP in
         connection therewith.  All royalties shall be payable on or by March 15
         of each year for the immediately preceding calendar year, with a credit
         for the minimum guarantee theretofore paid for such preceding calendar 
         year.

 7.      Topps shall pay MLBP, upon execution of the 1995 Amendment, $56,343.95
         in settlement of all audit disputes between the parties relating to
         Topps books and records and royalty payments.   In consideration
         therefor, MLBP hereby releases Topps from any further claims relating
         to Topps books and records and royalty payments for all calendar years
         through calendar year 1994.  In addition, MLBP waives all claims 
         against Topps relating to Topps exclusion of items sold together in 
         retail packs with Baseball Items and/or Topps Products, but which do 
         not bear the Logos, from the calculation of net sales for periods prior
         to the Effective Date.

 8.      Topps shall provide to MLBP a merchandise credit of $5,000 (wholesale
         value) during each year of the term commencing on or after the
         Effective Date.  Topps shall ship, at MLBP's direction, such 
         merchandise as MLBP shall request from time to time pursuant to the 
         merchandise credit.

 9.      Topps shall provide to Major League Baseball Properties Canada Inc.
         ("MLBPC") a merchandise credit of $500 (wholesale value) during each
         year of the term commencing on or after the Effective Date. Topps shall
         ship, at MLBPC's direction, such merchandise as MLBPC shall request
         from time to time pursuant to the merchandise credit.

10.      During each calendar year of the term commencing on or after the
         Effective Date and ending with the calendar year commencing January 1,
         1998, Topps shall, subject to the parties agreeing to and executing a
         mutually acceptable sponsorship agreement, participate in The Major
         League Baseball All-Star FanFest as a participating sponsor.  The
         sponsorship fee shall be [INFORMATION SUBJECT TO REQUEST FOR 
         CONFIDENTIAL TREATMENT] for each of 1996 and 1997 and [INFORMATION 
         SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] for 1998.

11.      During each calendar year of the term commencing on or after the 
         Effective Date, Topps shall purchase a one page full-color 
         advertisement in each of the All-Star Game, LCS and World Series  
         programs, provided that Topps shall not be required to spend in excess
         of [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] 
         in any such year for such advertisements.  In addition, in
         each year of the term of the 1995 Amendment, Topps agrees to consider,
         in good faith, purchasing, at the preferred rate for MLBP's licensees,
         one page in each edition of MLBP's "Major League Baseball for Kids"  
         publication.  If Topps purchases advertising pages in "Major League  

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<PAGE>

         Baseball for Kids," the cost of such pages shall not count toward the 
         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
         commitment stated in this paragraph 11.

12.      During each calendar year of the term commencing on or after the
         Effective Date, Topps shall give good faith consideration to 
         participating in at least two mutually agreed upon MLBP-sponsored
         events (e.g. National Packtime).

13.      Topps shall give good faith consideration to participating in,  
         sponsoring and/or supporting certain youth-oriented MLBP events.

14.      The following shall be added to the License Agreement immediately after
         the word "giveaways" in paragraph 2 of the 1969 Agreement:

         "(except for giveaway programs for sticker albums in a manner designed
         to promote and market Major League Baseball sticker collections and
         approved by MLBP)."

15.      The License Agreement is amended by deleting in its entirety paragraph
         5 of the Letter Agreement dated June 25, 1990, and heretofore amended
         by that certain Letter Agreement dated August 16, 1990, and replacing
         it with the following:

         "5. [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] .  
         Such samples (which shall include all advertising, point-of-sale 
         displays, catalogues, sales sheets and other items produced 
         in connection with Baseball Items and Topps Products) shall 
         be submitted to MLBP free of cost and in a timely manner before 
         their manufacture or distribution.  With respect to Trading Cards, 
         Topps shall be deemed in compliance with the provisions of this 
         paragraph by submitting for approval, at an appropriate stage of
         development (but no later than the final film stage), with copy and
         layout all wrappers, packaging and promotional materials, and with the
         front and back of each proposed card showing the size, appearance and
         location of all Insignia to appear on the Trading Cards; provided,
         however, that for good cause (e.g., poor coloration or registration of
         production copies) MLBP may require that in the future the foregoing
         materials be submitted for additional approval at the color-proof or
         chromolin stages.  Product quality shall be at least equal to that of
         trading cards previously manufactured by Topps under the License
         Agreement.  In addition, no irregulars, seconds or other Baseball Items
         or Topps Products which do not conform in all material respects to the
         approved samples may be distributed or sold without the prior written
         consent of MLBP.  Topps shall also submit to MLBP for its approval, as
         to their quality and appropriateness as a Baseball Item or Topps
         Product, all new product designs which contain the Logos.  In the event
         that any item or matter submitted to MLBP for approval pursuant to this
         paragraph shall not have been approved or disapproved and returned to
         Topps within [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
         TREATMENT] MLBP business days after receipt thereof by
         MLBP, Topps shall notify MLBP that it is still awaiting approval or
         disapproval.  If, after an additional [INFORMATION SUBJECT TO REQUEST 
         FOR CONFIDENTIAL TREATMENT] MLBP business days after
         such notification, MLBP shall still have failed to give its approval or
         disapproval, such items or matters so submitted shall be deemed 
         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]"  
         The term "MLBP business days" as used in this paragraph shall mean all
         days on which banks are authorized to close in New York State

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<PAGE>

         and any other MLBP holiday of which MLBP advises Topps at least thirty 
         days in advance.

16.      Topps shall comply with the guidelines set forth on Schedule B in 
         publishing the Baseball Items and Topps Products.

17.      On each September 30 of the term after the Effective Date, Topps shall
         submit to MLBP, for MLBP's information, Topps marketing information
         required by Schedule C hereto for the next succeeding calendar year of
         the term.

18.      Topps shall provide MLBP with notice (for informational purposes only),
         simultaneously with the submissions in Paragraph 15 hereof and,
         whenever practicable, in the marketing plans provided by Topps pursuant
         to Schedule C, of any new brand of Baseball Items including without
         limitation, Trading Cards, it intends to publish using the Insignia in
         accordance with the License Agreement.

19.      Topps hereby agrees to indemnify, defend and hold MLBP, the BOC, the 
         Leagues and the Baseball Clubs and their respective owners, 
         shareholders, directors, officers, employees, agents, representatives,
         successors and assigns harmless from any claims, suits, damages and  
         costs (including reasonable attorney's fees and expenses) arising out 
         of any claim by a third party in connection with: (i) any use of or 
         infringement of any trademark, service mark, copyright, patent, 
         process, method or device by Topps during the term of the 1995 
         Amendment in connection  with the Baseball Items or Topps Products  
         covered by the License Agreement, other than a use of the Insignia as 
         authorized under the License  Agreement; (ii) alleged defects or  
         deficiencies arising during or after the term of the 1995 Amendment (A)
         in Baseball Items published by or on behalf of Topps, (B) in Topps 
         Products or (C) in the wrappings, packaging materials or advertising  
         materials of Topps used or sold in connection with the Baseball Items 
         or Topps Products, or in the use thereof, or false advertising, fraud,
         misrepresentation or other claims related to the Baseball Items not 
         involving a claim of right to the Insignia; (iii) use of the Insignia 
         during the term of the 1995 Amendment, other than as authorized  by the
         License Agreement, or any breach by Topps of the License Agreement;(iv)
         invasion of the right of privacy, publicity or property of, or 
         violation or misappropriation of any other rights of any third party  
         during  the term of the 1995 Amendment, other than as authorized by the
         License Agreement; (v)libel or slander against any third party arising 
         during the term of the 1995 Amendment; and (vi) agreements or alleged 
         agreements entered into by Topps with a third party for the  
         manufacture, distribution or sale of Baseball Items or Topps Products, 
         provided in each case Topps shall have the option to undertake and 
         conduct the defense of any suits brought and to engage in settlement  
         thereof at its sole discretion, provided such settlement does not 
         impair the legal rights of MLBP.  MLBP shall give Topps written notice 
         of the making of any claim or the institution of any action hereunder  
         and MLBP may, at its option, participate in any action.  The
         indemnifications hereunder shall survive the expiration or termination 
         of the License Agreement.

20.      MLBP represents and warrants to Topps that it has all necessary rights 
         and authority to grant the license granted hereunder, and agrees to 
         indemnify (subject to any indemnification provided by Topps in
         accordance with Paragraph 4 of this 1995 Amendment), defend and hold  
         Topps and its stockholders, directors, officers, employees, 


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<PAGE>
   
         agents, representatives, successors and assigns harmless from any
         claims, suits, damages and costs (including reasonable attorney's fees
         and expenses) arising out of any claim by a third party in connection  
         with: (i) challenges, during or after the term of this 1995 Amendment, 
         to MLBP's authority and power as agent for and pursuant to the 
         authority granted by the BOC, the Leagues and the Baseball Clubs to 
         license the Insignia in connection with the manufacturing, 
         distribution, advertisement and sale of the Baseball Items; and (ii) 
         Topps authorized use of the Insignia as approved by MLBP under the 
         License Agreement (which includes, but shall not be limited to, any 
         claims relating to MLBP's failure or alleged failure to have the right 
         to grant the licenses granted hereunder), provided in each case the 
         MLBP shall have the option to undertake, review and conduct the 
         defense of any suit so brought and to engage in settlement thereof at
         its sole discretion, provided such settlement does not impair any legal
         rights which Topps may have outside of the License Agreement.  Topps 
         shall not institute any suit or action with respect to the Insignia 
         against any individual or entity that does not own any of the Insignia
         without first obtaining MLBP's consent.  Topps agrees that it is not 
         entitled to share in any proceeds received by MLBP (by  settlement or 
         otherwise) in connection with any formal or informal action relating to
         the Insignia brought by MLBP or any other owner of any of the Insignia,
         provided that nothing contained herein shall limit Topps rights to 
         prosecute claims to the extent such claims relate to Topps own  
         trademarks, copyrights and other intellectual property.  Topps
         shall give MLBP written notice of the making of any claim or the  
         institution of any action hereunder and Topps may, at its option,  
         participate in any action.  The representations and indemnifications  
         hereunder shall survive the expiration or termination of the License 
         Agreement.

21.      Topps agrees that, during the term of the 1995 Amendment:

         (a)  It will not acquire any rights in the Insignia as a result of its
              use under Paragraph 1(b) of the License Agreement, and all use of
              the Insignia under Paragraph 1(b) of the License Agreement shall
              inure to the benefit of MLBP, the BOC, the Leagues and/or the
              Baseball Clubs.

         (b)  It will not directly attack the title of MLBP, the Baseball Clubs,
              the Leagues, and/or the BOC in and  to the Insignia or any
              copyright, trademark or service mark pertaining thereto, nor will
              it directly attack the validity of the license granted hereunder.

         (c)  It will not apply for any registration of any copyright,
              trademark, service mark or other designation which would directly
              affect the ownership of the Insignia.

         (d)  It will comply with all laws and regulations applicable to the
              manufacture, sale or advertising of the Baseball Items and Topps
              Products and shall comply with the applicable requirements of any
              governmental agency (including, without limitation, the United
              States Consumer Safety Commission) which shall have jurisdiction
              over the Baseball Items and Topps Products.

         (e)  It shall ensure that MLBP, the Baseball Clubs, official Club
              and/or MLBP retail stores, Club in-stadium concessionaires and the
              Clubs belonging to The National Association of Professional
              Baseball Leagues ("NAPBL Clubs") may obtain Baseball Items and
              Topps Products, without regard to the relatively small volume

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<PAGE>

              their orders may represent, to the extent supplies last. MLBP, the
              Clubs and NAPBL Clubs may obtain the Baseball Items and Topps
              Products for their use, but not for resale, at the lowest price at
              which Topps sells the Baseball Items and Topps Products.

22.      The License Agreement is amended by deleting in their entirety 
         paragraphs 6, 7 and 8 of the 1969 Agreement.

23.      Upon MLBP's written request, but not more than twice during any 
         calendar year, Topps shall provide MLBP with a written list of the name
         of each third party (hereinafter, a "Manufacturer"), both domestic and
         foreign, that Topps has used to produce any of the Baseball Items or 
         Topps Products during the preceding 12-month period and those it is  
         currently using or has plans to use.  In the event MLBP notifies Topps
         that it has encountered difficulties with respect to the unlawful use
         of the Insignias by any such Manufacturer (or any other manufacturer 
         which MLBP shall so advise Topps with respect to), Topps agrees to give
         good faith consideration, using its reasonable business judgment 
         exercised in its sole discretion, as to whether to continue to do 
         business with such third party.

24.      Topps will not manufacture, or authorize the manufacture of the
         Baseball Items or Topps Products, or accumulate inventory, at a rate
         greater than its average rate during the term, as the end of the term
         approaches.

25.      Neither MLBP nor Topps shall disclose any confidential, private,
         restricted or otherwise non-public information concerning the other
         (including, without limitation, Topps marketing plans and the list of
         Manufacturers) which, it acknowledges, it may become privy to during
         the term of the 1995 Amendment, except as required by law and except
         that MLBP may divulge such  information to the BOC, the Leagues and the
         Baseball Clubs, provided that the BOC, the Leagues and the Baseball
         Clubs are subject to a confidentiality agreement with MLBP, and Topps
         is a third-party beneficiary thereof.

26.      Topps agrees to obtain, at its own cost and expense, comprehensive  
         general liability insurance including product liability insurance  
         providing adequate protection for MLBP, the BOC, the Leagues and the
         Baseball Clubs and Topps in an amount not less than  $3,000,000.00  
         (three million dollars) per incident or occurrence (which amount may 
         include excess umbrella coverage), or Topps standard insurance policy
         limits, whichever is greater, and with a reasonable deductible in 
         relation thereto from an insurance company rated at least A- by A.M.  
         Best.  Such insurance shall remain in force at all times during the
         license period and for a period of five (5) years thereafter.  Topps 
         further agrees that, as long as such insurance is available from an 
         insurance company rated at least A- by A.M.  Best, to obtain and 
         maintain adequate insurance covering claims of third parties against 
         MLBP, the BOC, the Leagues and the Baseball Clubs and Topps, relating 
         to the matters described in subparagraphs 19(iv), (v) and (vi), in an
         amount equal to the lesser of (a) $1,000,000 per incident or occurrence
         and $1,000,000 in the aggregate, and (b) such amount as may be obtained
         for an annual premium of $25,000.  Within thirty (30) days from the
         date hereof, Topps will submit to MLBP a certificate of insurance  
         naming MLBP and the Baseball Clubs as additional insured parties and 
         requiring that the insurer 

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<PAGE>

         shall not terminate or materially modify such policy or certificate of
         insurance without written notice to MLBP at least thirty (30) days in 
         advance thereof.

27.      Simultaneous with the delivery of the payments of the guarantee
         pursuant to Paragraph 5 hereof and the royalty pursuant to Paragraph 6
         hereof Topps shall furnish to MLBP complete and accurate statements,
         certified to be accurate by an officer on behalf of Topps, showing the 
         sales volume of each  Baseball Item, gross sales price, itemized 
         deductions from gross sales price, and net sales price of the Baseball
         Items distributed and/or sold by Topps.  The report delivered with the 
         payments of the guarantee shall reflect sales for the reporting period 
         since Topps previous guarantee payment and the report delivered with 
         the payment of the royalty shall reflect sales for the preceding  
         calendar year.  Upon the reasonable request of MLBP, Topps shall 
         provide additional information necessary to clarify the royalty 
         reports.  Such statement shall be furnished to MLBP whether or not any
         of the Baseball Items have been sold, or any payment is shown to be due
         MLBP.  Receipt or acceptance by MLBP of any of the statements
         furnished pursuant to the License Agreement or of any sums paid 
         hereunder shall not preclude MLBP from questioning the correctness  
         thereof at any time, and in the event that any inconsistencies or 
         mistakes are discovered in such statements or payments, they shall  
         immediately be rectified and the appropriate payments made by Topps. 
         Late payment penalties, if any, shall be made pursuant to Paragraph 
         6 hereof.

         Topps shall account separately for all sales in each country.  For  
         reporting purposes, the United States of America, the District of 
         Columbia, Puerto Rico and U.S. territories and possessions, including
         U.S. military bases worldwide, shall be one country.

28.      Topps shall keep, maintain and preserve in its principal place of 
         business for at least two (2) years following termination or expiration
         of the License Agreement or any renewal thereof complete and accurate
         records and accounts covering all transactions relating to the License
         Agreement.  Such records and accounts shall be available for inspection
         and audit no more than twice during any year of the term of the License
         Agreement during reasonable business hours and upon reasonable notice
         by MLBP or its representatives.  Except as otherwise required by law, 
         MLBP shall keep the information derived from any audit in  confidence. 
         If pursuant to its right hereunder to audit and inspect MLBP causes an 
         audit and inspection to be instituted and thereafter discloses a 
         deficiency of three percent (3%) or more between the amount found to be
         due to MLBP pursuant to Schedule A hereto and the amount actually paid
         or credited to MLBP, then Topps shall be responsible for payment of the
         entire deficiency together with interest thereon at the then current  
         prime rate of Chemical Bank (or its successor) from the date such
         amount became due until the date of payment, and the costs and expenses
         of such audit and inspection.

29.      The License Agreement is amended by deleting in its entirety  paragraph
         6 of the Letter Amendment dated June 25, 1990 and replacing it with the
         following:

         "6. On the packaging of all Baseball Items and Topps Products shall
         appear one of the following two notices:  "The Major League Baseball
         Club Insignia depicted on this product are trademarks which are the
         exclusive property of the respective Major League Clubs and may not be
         reproduced without their written consent" or "Major League Baseball
         trademarks and copyrights are used with permission of Major League
         Baseball

                                      9
<PAGE>


         Properties, Inc." MLBP shall, in its discretion and in a timely
         manner, determine which notice to include in each Baseball Item
         and Topps Product.  In addition, on all products containing the 
         Insignia shall appear a label stating "Genuine Merchandise" and 
         containing the Major League Baseball silhouetted batter logo.  Further,
         all Topps advertisements and promotional displays featuring the 
         Insignia and all retailer advertisements featuring Baseball Items or 
         Topps Products, and of which Topps has knowledge, shall contain the  
         worlds "Genuine Merchandise" and the silhouetted batter logo, and all  
         uses of the Insignia shall include either of the following notices as 
         directed by MLBP: (R) or "TM".  MLBP shall have the right to revise the
         foregoing notice requirements and to require such other notices as 
         shall be reasonably necessary to protect the interests of the MLBP, the
         Baseball Clubs, the BOC and/or the Leagues and their respective 
         Insignia.  Topps agrees to advise MLBP of the initial date of the  
         marketing of each Baseball Item and Topps Product and upon request to
         deliver to MLBP up to eight (8) retail packages of the Baseball Items
         and Topps Products upon which the Insignia are used."

         Notwithstanding the foregoing, Topps may continue to comply with the
         terms of Paragraph 6 as stated in the Letter Amendment dated June 25,
         1990, with respect to all Baseball Items and Topps Products which are
         in the production process as of the date hereof.

30.      In any case where Topps employs the services of photographers or
         artists in connection with the production, promotion, marketing or
         distribution of the Baseball Items and Topps Products, it shall use
         reasonable efforts to secure the agreement from each such photographer
         or artist that the photographic or artistic work he or she produces for
         Topps shall be "works made for hire" for the purposes of the copyright
         laws, and that to the extent such photographic or artistic works may
         not qualify as works made for hire, the copyright in each such work is
         assigned to Topps.  Nothing contained herein shall prohibit Topps from
         using any photographer or artist that does not enter into such an
         agreement.

31.      (a) MLBP shall have the right to terminate the License Agreement upon 
             the occurrence of any one or more of the following events (herein 
             called "defaults"):

               (i)   If Topps fails to maintain in full force and effect the
                     insurance referred to in the first sentence of Paragraph 26
                     hereof and fails to provide for similar protection in form
                     and manner reasonably acceptable to MLBP (which may
                     include, if reasonably acceptable to MLBP, self-insurance)
                     so that there is coverage at all times.  The downgrading of
                     Topps insurer by A.M.  Best shall not be deemed a default,
                     provided that Topps may not sign a new  policy  with such
                     down-graded insurer.

               (ii)  If Topps shall breach any one of the undertakings set forth
                     in Paragraph 21(a)-(c) hereof or any other material term of
                     the License  Agreement, and shall fail to cure such breach 
                     to the extent reasonably capable of cure, within thirty 
                     (30) days of MLBP's written notice of breach to Topps  
                     thereof.  In the event any such breach is not reasonably 
                     capable of cure, MLBP may only terminate the License   
                     Agreement in the event Topps has persisted, notwithstanding
                     prior 

                                      10
<PAGE>

                     written notice of such breaches from MLBP to Topps, to 
                     engage in such conduct.  Termination by MLBP under this  
                     subparagraph shall be effective ninety (90) days after the 
                     delivery of written notice of termination by MLBP, which 
                     may be given only upon the expiration of the thirty 
                     (30)-day cure period.

               (iii) In the event a majority or controlling interest in Topps is
                     acquired by a person or entity that was or is connected
                     with casinos or any other form of legalized gambling
                     enterprise, or gambling in any manner, MLBP may terminate
                     the License Agreement immediately by written  notice to
                     Topps.

               (iv)  If Topps is unable to pay its debts when due, or makes any 
                     assignment for the benefit of creditors or any arrangement 
                     pursuant to any bankruptcy law, or files or has filed 
                     against it any  petition under the bankruptcy or insolvency
                     laws of any jurisdiction, county or place, or shall have or
                     suffer a receive or trustee to be appointed for its 
                     business property, or be adjudicated a bankrupt or 
                     insolvent.  In the event the license granted hereunder is
                     terminated pursuant to this Paragraph 31(a)(iv), neither 
                     Topps nor its receivers, representatives, trustees, agent, 
                     administrators, successor and/or assigns shall rely on the 
                     terms of the License Agreement for any rights to sell,  
                     exploit or otherwise deal with or in the Baseball Items and
                     Topps Products without the prior written consent of MLBP.

               (v)   If Topps fails to pay any royalties or guaranteed minimums
                     due hereunder and Topps fails to cure such breach within
                     fifteen (15) days after written notice thereof from MLBP,
                     unless such failure is due to a good faith dispute between
                     the parties with respect to such payment.

         (b)   In the event any of these defaults occur and MLBP desires to  
               exercise its right of termination under the terms of this  
               Paragraph 31, MLBP shall give notice of termination in writing to
               Topps.  Upon termination or expiration of the term hereof, all 
               rights, licenses and privileges granted to Topps hereunder shall 
               automatically revert to MLBP and Topps shall execute any and all 
               documents evidencing such automatic reversion.  [INFORMATION
               SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT].  Subject to the 
               limitation of the minimum guarantee termination payments set 
               forth in the two preceding sentences, MLBP's right to terminate
               this Agreement, and the termination payments called for in this 
               paragraph and the right to seek any remedies related to such  
               termination, shall be without prejudice to any other rights or
               remedies 

                                      11
<PAGE>

               which MLBP may have, whether under the provisions of the License 
               Agreement, in law or in equity or otherwise.

         (c)   Topps shall have the right to terminate this Agreement
               immediately upon written notice to MLBP in the event MLBP ceases
               to have the ability to license to Topps a material portion of the
               rights to be licensed to Topps hereunder for the United States or
               Canada (unless such rights have been assigned to another entity
               which assumes the License Agreement, without substantive
               modification).

         (d)   Topps shall have the right to terminate this Agreement upon
               ninety (90) days' written notice to MLBP (which may be given only
               upon expiration of the 30-day cure period) if MLBP breaches any
               material term of the License Agreement and fails to cure such
               breach, to the extent such breach is reasonably capable of cure,
               within thirty (30) days after written notice thereof from Topps
               to MLBP.  In the event any such breach is not reasonably capable
               of cure, Topps may only terminate the License Agreement in the
               event MLBP has persisted, notwithstanding prior written notice of
               such breaches from Topps to MLBP, to engage in such conduct.

               Notwithstanding the foregoing, Topps may not terminate this
               License Agreement under subparagraph (d) of Section 31 to the
               extent subparagraph (c) of Section 31 is applicable to the
               breach.  Any termination under subparagraphs 31 (c) or (d) shall
               be without limitation or prejudice to any other rights Topps may
               have, whether under the provisions of the License Agreement, in
               law or in equity or otherwise.

32.      Topps shall deliver to MLBP, as soon as practicable, following 
         expiration or termination of the License Agreement, a statement 
         indicating the number and description of the Baseball Items and Topps 
         Products on hand.  Following expiration or termination, Topps may not 
         rely on the License Agreement to manufacture, sell or otherwise  
         distribute any more Baseball Items or Topps Products, but may continue
         to distribute its remaining inventory for a period not to exceed sixty 
         (60) days, subject to the items of Paragraph 24 hereof and payment of 
         applicable royalties relative thereto; provided, however, that such  
         royalties shall not be applicable against minimum guarantees hereunder.
         MLBP shall have the option to conduct physical inventories before  
         termination and continuing until the end of the sixty (60)-day sell-off
         period in order to ascertain or verify such inventories and/or  
         statement.  Immediately upon expiration of the sell-off period, Topps 
         shall furnish MLBP a detailed statement certified by an officer on 
         behalf of Topps showing the number and description of Baseball Items  
         and Topps Products on hand in its inventory and shall dispose of such 
         inventory at MLBP's direction and at Topps expense.  In the event
         Topps refuses to permit MLBP to conduct such physical inventory, Topps 
         shall forfeit its right hereunder to dispose of such inventory.  In 
         addition to such forfeiture, MLBP shall have recourse to all other
         remedies available to it.

32.      All notices (other than those referred to in paragraph 15 hereof)
         required to be given under the License Agreement to a party shall be in
         writing and shall be deemed duly given if personally delivered or
         mailed by certified or registered mail, return receipt requested, to
         the party concerned as follows:

                                      12
<PAGE>

         If to MLBP:

         Ethan Orlinsky
         Director, Legal Affairs and Corporate Secretary
         Major League Baseball Properties, Inc.
         350 Park Avenue
         New York, NY 10022

         Facsimile:  (212) 339-8640

         with a copy to:

         Thomas Duffy
         Vice President,
         Finance and Royalty Administration
         Major League Baseball Properties, Inc.
         350 Park Avenue
         New York, NY 10022
         Facsimile:  (212) 339-8640

         If to Topps:

         Arthur T. Shorin
         Chairman of the Board and
         Chief Executive Officer
         The Topps Company, Inc.
         One Whitehall Street
         New York, NY 10004

         Facsimile:  (212) 376-0627

         with copies to:

         Scott Silverstein, Esq.
         Vice President-Business Affairs    and      Controller
         The Topps Company, Inc.                     The Topps Company, Inc.

         Facsimile:  (212) 376-0626                  Facsimile:  (212) 376-0621

         Notice may also be sent by facsimile if followed by another method of
         delivery as described above.

34.      No waiver, modification or cancellation of any term or condition of the
         License Agreement shall be effective unless executed in writing by the 
         party charged therewith.  No written waiver shall excuse the
         performance of any act other than those specifically referred to  
         therein.  No waiver by either party hereto of any breach of the License
         Agreement shall be deemed to be a waiver of any preceding or
         succeeding breach of the 

                                      13
<PAGE>

         same or any other provision hereof.  The exercise of any right granted
         to either party hereunder shall not operate as a waiver.  The normal  
         expiration of the term of the License Agreement shall not relieve 
         either party of its respective obligations accruing prior thereto, nor
         impair or prejudice the respective rights of either party against the 
         other, which rights by their nature survive such expiration.  Neither 
         party makes any representations or warranties to the other, except as 
         expressly set forth herein.

35.      The License Agreement does not constitute and shall not be construed as
         constituting an agency, partnership or joint venture relationship
         between Topps and MLBP.  Neither party shall have any right to obligate
         or bind the other in any manner whatsoever, and nothing herein
         contained shall give or is intended to give any rights of any kind to
         any third persons.

36.      The License Agreement is amended by deleting in its entirety paragraph
         11 of the 1969 Agreement and replacing it with the following:

         "The License Agreement shall be construed and enforced in accordance
         with the laws of the State of New York, without giving effect to
         principles of conflicts of laws, and cannot be changed orally."

37.      This 1995 Amendment, including the original 1969 Agreement (dated
         January 1, 1969) and all prior amendments, and the attached Schedules,
         when fully executed, shall represent the entire understanding between
         the parties hereto with respect to the subject matter hereof.

38.      Except as expressly amended and extended by this 1995 Amendment, the
         License Agreement including, without limitation, Section 9 of the 1969
         Agreement, shall remain unamended and in full force and effect.

         Please indicate your agreement to the foregoing terms by signing below.

                                             Sincerely,


                                             Scott A. Silverstein
                                             Vice President - Business Affairs


Agreed to and Accepted:

Major League Baseball Properties, Inc.


By:


                                      14
<PAGE>





                                                            
                                   SCHEDULE A

1.   Minimum Guarantee

     The minimum guarantee is [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
     TREATMENT] per calendar year, [INFORMATION SUBJECT TO REQUEST FOR
     CONFIDENTIAL TREATMENT], payable in equal installments of [INFORMATION 
     SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] on each April
     15, July 15 and October 15 during the term.  [INFORMATION SUBJECT TO 
     REQUEST FOR CONFIDENTIAL TREATMENT]

2.   Royalty

     The royalty during the term shall be as follows:

     (a)  For calendar years 1996 and 1997:

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT].

     (b)  For calendar year 1998:

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT].

     (c) For calendar year 1999:

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

     (d) For calendar year 2000:

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT].

                 All royalties shall be paid by March 15 for the immediately
                 preceding calendar year, with a credit for the minimum
                 guarantee theretofore paid for such preceding year.


                                      A-1
<PAGE>


                                                            


                                   SCHEDULE B





         1.    The team name or Club Logo shall be featured in a prominent  and
               visible manner, on the front or back of each regular player
               Trading Card, separate from any use of the team name in
               statistical or editorial information contained on the card.


         2.    The team name and Club Logo must be separate and distinct from
               the player's name and any corporate identification (including,
               without limitation, that of Topps) featured on any Baseball Item.


         3.    The Major League Baseball silhouetted batter logo shall appear in
               a visible manner on each Trading Card, in no smaller type size
               than the MLBPA logo on such Trading Card.


         4.    Each pack of trading cards must specify the number of cards 
               contained therein, if and as required by law.
























                                      B-1
<PAGE>



                                                            



                                   SCHEDULE C




                        MLBP 1996 MARKETING PLAN REQUEST




                                                        
================================================================================
Demographics (3-year Trends)                 Brand Data (1990 - 1995)
     HH  Penetration; Kid HH Penetration
                                              Baseball Card Brand Trends
                                               -- Unit Volume;  Volume Net Sales
                                                  Distribution by Brand/Channel

________________________________________________________________________________
Brand Positioning                             Volume (Unit/Net Sales) 5 Year
   --Each Brand's Reasons for                 History 1995 Estimate (This Being 
            Target                            will be provided on a one-time 
            Attributes                        basis for this year.) 3 year
            Price Point                       projections (only to the extent 
            Channel Focus                     Topps prepares such projections).
   --  Brand Segmentation/Pricing Chart                                   
   --  Brand's Releases                            Shipments
                                                   Returns
________________________________________________________________________________
   

                                             1996 Marketing Plan 
                                               -- Core Consumer Target   
                                               -- Objectives and Strategies for 
                                                  1996   
                                               -- Major Consumer Programs   
                                               -- Major Retail Programs 
                                               -- New Product Introductions
                                               -- Technological Innovations   
                                               -- International Plans

________________________________________________________________________________










                                      C-1