FIRST AMENDMENT TO
                                CREDIT AGREEMENT
                            Dated as of June 4, 1998


     FIRST  AMENDMENT  dated as of June 4,  1998  (the  "Amendment"),  to Credit
Agreement, dated as of May 11, 1998 (as amended, the "Credit Agreement"),  among
THE TOPPS COMPANY,  INC., a Delaware  corporation (the "Borrower"),  the LENDERS
party hereto (the  "Lenders"),  and THE CHASE  MANHATTAN BANK, as Agent (in such
capacity, the "Agent").

                              W I T N E S S E T H:

     WHEREAS,  on May 11, 1998, the Borrower,  the Lenders and the Agent entered
into the Credit Agreement pursuant to which the Lenders provided to the Borrower
a term loan  facility in the  principal  amount of  $24,950,000  and a revolving
credit facility of up to $9,450,000,

     WHEREAS,  the  Borrower  has  requested  that the Lenders  amend the Credit
Agreement to increase the allowed amount for  investments by the Borrower in its
Subsidiaries,  and the Lenders have agreed to do so on the terms and  conditions
set forth herein;

     WHEREAS, unless otherwise defined herein,  capitalized terms defined in the
Credit Agreement and used herein are used herein as therein defined.

     NOW THEREFORE,  the parties to this Amendment,  for valuable  consideration
the receipt and  sufficiency of which are hereby  acknowledged,  hereto agree as
follows:

     SECTION 1.  AMENDMENT TO SECTION 6.04 Section 6.04 of the Credit  Agreement
is hereby amended by replacing the number  "$3,000,000" at the end of subsection
(c) thereof with "$10,000,000".

     SECTION 2.  REPRESENTATIONS  AND  WARRANTIES.  The Borrower and each of the
Guarantors hereby represents and warrants that:

     (a) each of the representations and warranties  contained in Article III of
     the Credit  Agreement  and in each of the other Loan  Documents is true and
     correct (provided that any  representations and warranties which speak to a
     specific date shall remain true and correct as of such specific date);

     (b) after giving effect to this  Amendment,  there does not exist a Default
     or an Event of Default as of the date hereof;
<PAGE>

     (c)  the  execution,  delivery  and  performance  by the  Borrower  of this
     Amendment  (i) are within the corporate  powers of the Borrower,  (ii) have
     been  duly  authorized  by  all  necessary   corporate  and,  if  required,
     stockholder  action,  and (iii) (A) do not  require any consent or approval
     of,  registration or filing with, or any other action by, any  Governmental
     Authority,  except such as have been obtained or made and are in full force
     and effect and except filings  necessary to perfect Liens created under the
     Loan  Documents,  (B) will not violate any  applicable law or regulation or
     the charter,  by-laws or other organizational  documents of the Borrower or
     any of its  Subsidiaries or any order of any  Governmental  Authority,  (C)
     will not violate or result in a default under any  indenture,  agreement or
     other  instrument  binding upon the Borrower or any of its  Subsidiaries or
     its assets, or give rise to a right thereunder to require any payment to be
     made by the Borrower or any of its Subsidiaries, and (D) will not result in
     the creation or  imposition of any Lien on any asset of the Borrower or any
     of its Subsidiaries, except Liens created under the Loan Documents.

     (d) This Amendment has been duly executed and delivered by the Borrower.

     (e) This  Amendment  is the  legal,  valid and  binding  obligation  of the
     Borrower, enforceable against the Borrower in accordance with its terms.

     SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective (the
"Effective  Date")  upon the  satisfaction  of all of the  following  conditions
precedent:

     (a) the Agent shall have received  counterparts of this Amendment  executed
     by each of the Borrower, the Lenders and the Agent; and

     (b) the Agent shall have received such other  documents or  information  as
     the Agent or its counsel shall require.

     SECTION 4. CONTINUOUS EFFECT. The terms of this Amendment shall not operate
as a waiver by the Agent or the  Lenders,  or  otherwise  prejudice  the rights,
remedies or powers of the Agent or the Lenders under the Loan Documents or under
applicable law. Except as expressly provided herein: (x) no terms and provisions
of the Loan  Documents  are modified or changed by this  Amendment;  and (y) the
terms and  provisions  of the Loan  Documents  shall  continue in full force and
effect.


     SECTION 5.  SEVERABILITY.  The provisions of this Amendment are intended to
be severable.  If for any reason any provision of this  Amendment  shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction,  be ineffective to the extent of such invalidity
or   unenforceability   without  in  any  manner   affecting   the  validity  or
enforceability  thereof in any other  jurisdiction  or the remaining  provisions
hereof in any jurisdiction.

                                       2
<PAGE>

     SECTION 6.  COUNTERPARTS.  This  Amendment may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any party hereto may execute this Amendment by signing any such
counterpart.

     SECTION 7.  INTEGRATION.  This  Amendment  sets forth the entire  agreement
among the parties hereto relating to the transactions  contemplated  thereby and
supersedes  any prior oral or written  statements or agreements  with respect to
such transactions.

     SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED
IN  ACCORDANCE  WITH AND  GOVERNED BY THE LAWS OF THE STATE OF NEW YORK  WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

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


                                           THE TOPPS COMPANY, INC.

                                           By:__________________________
                                               Name: Catherine K. Jessup
                                               Title: VP-Chief Financial Officer

                                           THE CHASE MANHATTAN BANK,
                                           individually and as Agent,

                                           By:__________________________
                                               Name: Alicia Schreibstein
                                               Title: Vice President






                                       3
<PAGE>