SERVICE AGREEMENT


     THIS AGREEMENT is executed by and between The Topps  Company,  Incorporated
with offices at One  Whitehall  Street,  New York,  NY  10004-2109  (hereinafter
"Company"), and National Football League Players Incorporated ("Players Inc"), a
for-profit corporation organized under the laws of the Commonwealth of Virginia,
having  its  principal  place of  business  at 2021 L Street,  N.W.,  Suite 500,
Washington, D.C., 20036. This Agreement shall be effective as of March 1, 2000.

     1. REPRESENTATIONS.

          (A) Players Inc represents  that the National  Football League Players
     Association  ("NFLPA")  has entered  into  certain  contracts  with Company
     wherein  NFLPA has  authorized  and will  authorize  Company to utilize the
     Group Licensing Rights (as defined in the Licensing Agreement between NFLPA
     and Company,  effective March 1, 2000 (hereinafter  "Licensing Agreement"))
     and the names and trademarks of the NFLPA and Players Inc.

          (B) Players Inc represents  that it has entered into an agreement with
     NFLPA, effective March 1, 2000 (hereinafter "NFLPA Agreement"),  to provide
     various  services with respect to the use of certain Group Licensing Rights
     pursuant to the Licensing Agreement.

     2. DESCRIPTION OF SERVICES.

          Players Inc shall perform, as described herein, such services required
     to implement and enforce this Licensing  Agreement and the NFLPA Agreement.
     Such services shall include, but are not limited to, the following:

          (A)  NEGOTIATIONS AND APPROVALS.

          (i)  With respect to rights  licensed  under the  Licensing  Agreement
               (also described therein as Licensed  Rights),  Company agrees and
               acknowledges  that  Players  Inc  shall  review  and  approve  or
               disapprove  in writing the  specific  manner in which such rights
               are to be used on the  licensed  products in question  under such
               Licensing Agreement.

          (ii) In the event  Company is  interested  in  seeking  an  individual
               player's  personal  endorsement,  Company agrees and acknowledges
               that  Players  Inc shall  review  and  approve or  disapprove  in
               writing  such   endorsement,   provided  the  individual   player



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<PAGE>

               personally approves such endorsement.  Company  acknowledges that
               all contact  between  Company  and such player or player's  agent
               shall  be  made  by  Players  Inc.  Company  further  agrees  and
               acknowledges  that any player who is  committed  individually  by
               contract  for  products  or  services  competitive  with those of
               Company may be required to cease from  further  inclusion in this
               Agreement and the Licensing Agreement;  provided,  however,  that
               the use of such player for such products and services shall be on
               an  individual  basis and shall not be  combined  with the use of
               five or more other NFL players.

          (iii)With respect to the  promotion by Company of the sale of licensed
               products  under  the  Licensing  Agreement,  Company  agrees  and
               acknowledges  that  Players  Inc agrees to review and  approve or
               disapprove in writing such promotions. Company further agrees and
               acknowledges  that any  promotions  using the  licensed  products
               covered by the Licensing Agreement as premium items shall require
               a separate  agreement,  to be negotiated by Players lnc,  between
               NFLPA  and  Company  or  other  sponsor  of the  promotion,  with
               separate terms and conditions, and nothing contained herein shall
               obligate  NFLPA,  Players  Inc,  or Company to enter into such an
               agreement.

          (iv) Company  agrees  to notify  Players  Inc of any  infringement  by
               others of the rights covered by the Licensing Agreement.  Company
               also agrees and  acknowledges  that Players Inc shall  completely
               investigate  whether or not any action  shall be taken on account
               of any such infringement.  Further, in the event Company requests
               Players  Inc's  approval  of any suit or  action  by  Company  on
               account  of any such  infringement,  Company  further  agrees and
               acknowledges  that  Players  Inc  shall  completely   investigate
               Company's request.

          (v)  Company  agrees and  acknowledges  that Players Inc shall compile
               and  update  an  Attachment  "B"  to  the  Licensing   Agreement.
               Attachment  "B" to the Licensing  Agreement  shall be established
               and modified in the following manner:

               a.   Upon  effective  date  of  the  Licensing   Agreement,   and
                    thereafter annually on March 1 of each calendar year covered
                    by this  Agreement,  Company  shall  submit to Players Inc a
                    proposed list of players'  names for inclusion in Attachment
                    "B" for the upcoming football season.




                                        2


<PAGE>


               b.   Players Inc shall  respond to such  submission in writing to
                    Company,  signifying  approval or disapproval in the case of
                    each player's name so requested.

               c.   Company  may submit  requests  in writing to Players Inc for
                    additions,  deletions,  or  substitutions  of players' names
                    contained in Attachment  "B" to the Licensing  Agreement and
                    Players  Inc  shall  respond  to  such  requests   within  a
                    reasonable period of time.

          (vi) Company agrees and acknowledges that Players Inc shall review and
               approve or disapprove in writing the quality and style of samples
               of artwork, plans, photographs,  and any other representations of
               licensed  products  produced  by  or  for  Company   (hereinafter
               collectively  "artwork")  and  samples  of each  of the  licensed
               products,  together with their packaging,  hangtags, and wrapping
               material. Company further agrees and acknowledges that review and
               approval shall be before the  manufacture,  sale, or distribution
               of such artwork, whichever occurs first, and no licensed products
               shall be  manufactured,  sold, or distributed by Company  without
               such prior  written  approval  of such  artwork  and such  sample
               licensed products.  Any request by Company for such approval that
               is  received  by Players  Inc and is not  responded  to within 15
               business days shall be deemed approved by Players Inc. Subsequent
               to final  approval,  Company will send  periodically a reasonable
               number of production  samples of licensed products to Players Inc
               to  ensure  quality  control,  and  should  Players  Inc  require
               additional samples for any reason,  Players Inc may purchase such
               at Company's cost.

          (vii)Company  may  choose to use player  names  and/or  likenesses  to
               promote  licensed  products on or in any material  pertaining  to
               packaging,   hangtags,  wrapping  material,  print  ads,  flyers,
               point-of-purchase  displays,  press releases,  catalogues,  trade
               show  booths  and  exhibits,  or any other  written  material  or
               medium, including but not limited to, electronic,  interactive or
               Internet  us;   provided   however,   that  Company   agrees  and
               acknowledges  that  Players  Inc  shall  review  and  approve  or
               disapprove in writing such use by Company. Company further agrees
               and acknowledges  that the number of players included in any such
               use,  if  approved,  shall  be a  minimum  of six,  and  shall be
               selected from Attachment "B" to the Licensing  Agreement.  Player
               names, likenesses,  or both so used shall be written or displayed
               with equal prominence.

          (viii)  Company  may  choose to use  player  names  and/or  likenesses
               (including,  without  limitation,  action  footage)  in  radio or
               television  commercials to promote licensed product(s);  provided



                                        3


<PAGE>

               however,  that Company agrees and  acknowledges  that Players Inc
               shall  review and  approve  or  disapprove  in writing  such use.
               Company  further  agrees  and  acknowledges  that the  number  of
               players  included in such  commercials,  if approved,  shall be a
               minimum of six and shall be selected from  Attachment  "B" to the
               Licensing  Agreement.  The players used in such commercials shall
               be shown  with  equal  prominence.  Company  further  agrees  and
               acknowledges  that Players Inc shall review all scripts and story
               boards  before  any  commercials   shall  be  made  or  shall  be
               contracted for by Company.

          (ix) Company agrees and  acknowledges  that Players Inc will negotiate
               with Company regarding the amount of required additional payments
               to Players Inc separate from and in addition to the guarantees or
               royalty payments included in the Licensing Agreement,  if Company
               requests to use player names,  likenesses,  or both in accordance
               with  this   subsection   2(C),   in  any  radio  or   television
               commercials,  print ads, point-of-purchase  displays,  packaging,
               hangtags, wrapping material, press releases,  catalogues, flyers,
               trade show booths and exhibits,  or any other written material or
               medium,  including but not limited to electronic,  interactive or
               Internet  use,  to promote  licensed  products.  Company  further
               agrees and  acknowledges  that all contacts  with such players or
               their agents shall be made by Players Inc.

          (x)  In the event  Company  wishes to secure an  individual  player or
               players to make  appearances to promote  licensed  products or to
               autograph licensed products, Company agrees and acknowledges that
               the  selection of such player and the separate fee to Players Inc
               for such  player  services  shall be subject to mutual  agreement
               between  Licensee and Players  Inc.  Company  further  agrees and
               acknowledges  that all contact with the  requested  player or his
               agents shall be made by Players Inc. Once the player has made the
               appearance or performed the autograph  service,  payment shall be
               made  immediately  to Players  Inc.  Any such  payments  shall be
               separate  from and in addition to any  royalties or payments paid
               by  Company  under  the  Licensing   Agreement  or  this  Service
               Agreement.  Once the  selection of such player and such  separate
               fee have been  agreed  upon by Company  and  Players  Inc, in the
               event of cancellation  of such appearance or autographing  (other
               than by player or Players Inc),  Company  shall  nevertheless  be
               obligated  to make such fee payment to Company  immediately  upon
               such cancellation.



                                        4


<PAGE>


          (xi) Notwithstanding  anything to the contrary herein,  Licensee shall
               be permitted to show on counter  card boxes,  without  additional
               separate  payment  to  Players  Inc or  players:  (1) six or more
               examples of the football  trading cards licensed  herein,  and/or
               (2) a  list  of  six or  more  players'  names  whose  images  or
               likenesses  are  used  on the  football  trading  cards  licensed
               herein;  provided,  however, that such cards are shown with equal
               prominence, and provided further, however, that Players Inc shall
               retain all rights to prior written approval contained herein.

          (xii)Annually  by  May  1  of  each  calendar  year  covered  by  this
               Agreement,  Company shall submit to Players Inc for  approval,  a
               preliminary  marketing  plan for all  licensed  products  for the
               upcoming  license  period.  Players Inc shall  respond in writing
               signifying  approval or disapproval of such marketing plan within
               fifteen (15) business  days.  Such  marketing  plan shall include
               without  limitation:  a complete  listing and  description of all
               products to be produced,  quantities, pricing and advertising and
               promotion schedules.

          (xiii) For  licensed  product  to be  produced  under  each  brand  or
               sub-brand  covered  by  this  Agreement,   Company  shall  submit
               annually  to Players  Inc for  approval a product  outline.  Such
               product  outline  shall  include  without  limitation  a complete
               listing and description of all products to be produced,  pricing,
               quantities, and advertising and promotion schedules.  Players Inc
               shall respond in writing  signifying  approval or  disapproval of
               such product outlines within fifteen (15) business days.

          (B)  PERIODIC STATEMENTS.

          (i)  Company  shall furnish to Players Inc, no later than fifteen (15)
               days following the last day of each May,  August,  November,  and
               February of this  Agreement.  a complete and  accurate  statement
               certified  to be accurate  by an officer of Company,  showing the
               number,  description,  and gross purchase  price, of the licensed
               products  distributed by Company  during the preceding  quarterly
               reporting  period,  as  described in Section 6 (C) of the License
               Agreement,  together with any returns made during such  reporting
               period. Once in every twelve-month period,  Company shall furnish
               Players Inc with a detailed statement  certified by an officer of
               Company,  showing  the  number  of gross  sales  of the  licensed
               products covered by the Licensing Agreement.




                                        5


<PAGE>

          (ii) Such statements  shall be furnished to Players Inc whether or not
               any of the  licensed  products  have been  purchased  during  the
               reporting  period for which such  statement  is due.  The payment
               made hereunder or under the License  Agreement (or the cashing of
               any check paid  hereunder or under the License  Agreement)  shall
               not preclude Players Inc from questioning the correctness thereof
               at any time and, in the event any inconsistencies or mistakes are
               discovered in connection  therewith,  they shall  immediately  be
               rectified and the appropriate payment made by Company.

          (C)  BOOKS AND RECORDS.

          (i)  For a  period  of two (2)  years  following  the  termination  or
               expiration of this  Agreement,  Company shall  maintain  accurate
               books and records  for itself and any  subsidiary  or  affiliated
               entity with respect to its sale of licensed  products  under this
               Agreement  and the  Licensing  Agreement.  Said books and records
               shall be subject to  inspection  and audit by Players  Inc or its
               duly   authorized   representative   at  reasonable   times  upon
               reasonable  notice  from  Players Inc to  Company.  In  addition,
               Company  shall  cause any  entity  with  which it  contracts  for
               services or  production of product to cause its books and records
               to be available  for audit and  inspection  by Players Inc to the
               extent  necessary to confirm the audit of Company.  Company shall
               not interfere with such inspections and audits in any way.

          (ii) The cost of such  inspections and audits shall be paid by Company
               if  the  result  of  such  inspections  and  audits  indicates  a
               difference  of  3%  or  more,  when  compared  to  the  statement
               certified  to be accurate by an officer of Company for the twelve
               month  period  covered by such  statement as described in Section
               (B) (ii) hereof,  or the cost of such  inspections  and audits as
               the result of an  inspection  or audit  performed  by Players Inc
               shall be paid by Players Inc if such difference is less than 3%.

          (iii)In the event any  inconsistencies or mistakes are discovered as a
               result of such  inspections  and audits,  they shall be rectified
               immediately and the appropriate payment shall be made immediately
               by Company.

     3.   TRADING CARDS.

          Company shall provide to Players Inc free of charge the following:

          (A)  Prior to each  December  1 of this  Agreement,  for  each  player
               included in Attachment "B," 100 of each individual common card, 6
               of each card other than common cards, and one complete set of all
               player cards produced for that annual period; and



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<PAGE>

          (B)  Prior to each  December 1 of this  Agreement,  six cases of count
               goods and six dozen  complete  sets of all player cards  produced
               for that annual period.

     4.   TERM.

          (A)  The term of this  Agreement  shall  extend  from March 1, 2000 to
               February  28,  2003  (hereinafter  referred  to as  the  Original
               Service   Period)  unless   terminated  in  accordance  with  the
               provisions  hereof.  Company  may  renew  this  Agreement  for an
               Additional  Service  Period  from March 1, 2003 to  February  29,
               2004,  provided Company has faithfully  fulfilled its obligations
               hereunder in the  Original  Service  Period.  Notice of desire to
               renew shall be given by Company no later than  January 1, 2003 in
               the Original Service Period.

          (B)  Company  acknowledges  and agrees that Company has and shall have
               no right to extend or renew  this  Agreement  beyond the term and
               renewal  options,  if any,  stated  herein.  No conduct by either
               Players  Inc or  Company  shall  create,  imply,  or  infer a new
               license agreement,  service agreement, or extension of the stated
               term  and  renewal  options,  if any,  of this  Agreement  or the
               Licensing  Agreement,  unless same is specifically set forth in a
               written  agreement  signed  by  both  Players  Inc  and  Company.
               Company's  agreement  that this  Agreement is subject to the term
               and  renewal  options,  if  any,  stated  herein,  in all  events
               whatsoever,  is a material  inducement  for  Players Inc to enter
               into this Agreement.

          (C)  Notwithstanding  anything  to the  contrary,  this  Agreement  is
               coextensive with the Licensing Agreement,  and termination of the
               Licensing   Agreement   shall  result  in   termination  of  this
               Agreement. As provided in the Licensing Agreement, termination of
               this  Agreement  shall  result in  termination  of the  Licensing
               Agreement.

     5.   COMPENSATION.

          (A)  In consideration of the payment of one dollar, and other good and
               valuable  consideration hereby acknowledged as received,  Players
               Inc agrees to provide  Company with the  services  listed in this
               Agreement.



                                        7


<PAGE>

          (B)  Company agrees to spend the following total amounts on activities
               that  stimulate  and promote the market for  licensed  product(s)
               (hereinafter  "marketing  payments"),  subject  to prior  written
               approval by Players Inc of such activities:

                    1 % of sales,  during  each  annual  period of the
                    Original Service Period, and

                    1 % of sales,  during  the  Additional  Service  Period,  if
                    applicable, and

               Such   activities   shall  include,   but  are  not  limited  to,
               sponsorships, promotions, player appearances, and special events.
               Company   shall   provide   documentation   that  such   approved
               expenditures have been made. The expenditure  documentation shall
               be  provided on a quarterly  basis and shall be  certified  by an
               officer  of  Company.  Such  documentation  shall be  subject  to
               inspection  and  audit  by  Players  Inc on  the  same  basis  as
               Company's books and records.

               If at the end of each annual period or Service  Period(s) covered
               by this Agreement  Company has not spent the required  amount for
               such period  specified  above in this Section 5(B),  then Company
               shall  pay to  Players  Inc,  no later  than the last day of such
               period,  an amount  equal to the  difference  between  the amount
               specified  in this  Section  5(B) for such  period and the amount
               actually   spent  by  Company  during  such  period  on  approved
               activities.

     6.   PAYMENTS AND NOTICES.

          All transactions under this Agreement  including,  without limitation,
          all payments  and all notices,  reports,  statements,  approvals,  and
          other  communications,  shall be with or made  payable  in the name of
          NATIONAL FOOTBALL LEAGUE PLAYERS INCORPORATED, 2021 L Street NW, Suite
          500,  Washington,  DC 20036, or its assignee,  where  applicable.  All
          correspondence,   notices,  approvals,  and  other  communications  to
          Company shall be with The Topps  Company,  One Whitehall  Street,  New
          York,  NY  10004-2109,   Attention:   Scott   Silverstein,   Executive
          Vice-President of Business Affairs.

     7.   INDEMNIFICATION AND INSURANCE.

          (A)  Company  agrees  that it,  during the term of this  Agreement  or
               thereafter,  will not  challenge or in any way infringe  upon the
               title or any rights of Players  Inc or NFLPA in and to any of the
               licensed rights described in the Grant of License in Section 2 of
               the License  Agreement,  or challenge or in any way infringe upon
               the validity of this Agreement.




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<PAGE>

          (B)  Company  further  agrees  to assist  Players  Inc or NFLPA to the
               extent  necessary in the  procurement  of any  protection for the
               Licensed  Rights or to protect any of the  Licensed  Rights,  and
               Players  Inc, if it so desires,  may commence or prosecute at its
               own expense any claims or suits in its own name or in the name of
               Company  or join  Company  as a  party  thereto,  with  Company's
               consent, which shall not be unreasonably withheld.  Company shall
               notify Players Inc in writing of any  infringement  or imitations
               of which Company becomes aware.

          (C)  For its own acts,  Company  hereby  indemnifies  Players  Inc and
               undertakes  to defend  Players  Inc from and  against any claims,
               suits,  losses,   damages,  and  expenses  (including  reasonable
               attorneys'  fees  and  expenses)  arising  out  of  any  acts  or
               omissions  of  Company  in  conjunction   with  this   Agreement,
               including but not limited to the marketing,  sale,  distribution,
               or use of the Licensed Rights.  Company agrees to obtain,  at its
               own  expense,  general  liability  insurance  providing  adequate
               protection for Company and Players Inc against any such claims or
               suits  in   amounts   not  less  than   Three   Million   Dollars
               ($3,000,000.00).  Within  thirty (30) days from the date  hereof,
               Company  shall  submit  to  Players  Inc a fully  paid  policy or
               certificate of insurance  naming Players Inc as an insured party,
               requiring  that insurer will not terminate or  materially  modify
               such  agreement  without  written  notice to Players Inc at least
               twenty (20) days in advance thereof.

     8.   PARTNERSHIP.

          Nothing  herein  contained  shall be  construed  to place  Company and
          Players Inc in the  relationship of partners or joint  venturers,  and
          Company  shall not have the power to obligate  or bind  Players Inc in
          any manner whatsoever.

     9.   WAIVER OR AMENDMENT.

          None of the terms of this Agreement  shall be waived or amended except
          by an express  agreement in writing  signed by both parties.  With the
          exception of the Licensing  Agreement,  there are no  representations,
          promises,  warranties,  covenants,  or  undertakings  other than those
          contained  in this  Agreement.  No  written  waiver  shall  excuse the
          performance of an act other than those specified therein.  The failure
          of  either  party  hereto  to  enforce,  or delay by  either  party in
          enforcing, any of the Licensed Rights shall not be deemed a continuing
          waiver or amendment thereof and either party may commence,  within the
          time provided by applicable law,  appropriate  legal  proceeding(s) to
          enforce any or all of such rights.



                                       9

<PAGE>


     10.  NON-ASSIGNABILITY.

          Company  shall not assign this  Agreement  without  the prior  written
          consent of Players Inc.

     11.  SEVERABILITY.

          This  Agreement is intended to be performed in  accordance  with,  and
          only to the extent  permitted  by, all  applicable  laws,  ordinances,
          rules,  and  regulations.  If any  provision of this  Agreement or the
          application  thereof to any person or circumstance shall be invalid or
          unenforceable,  for any  reason and to any  extent,  but the extent of
          such invalidity or unenforceability  does not destroy the basis of the
          bargain between the parties as expressed herein, the remainder of this
          Agreement and the  application  of such  provision to other persons or
          circumstances  shall not be  affected  thereby,  but  rather  shall be
          enforced to the greatest extent permitted by law.

     12.  CONSTRUCTION.

          This Agreement shall be governed by, and construed in accordance with,
          the laws of the State of New York of the  United  States  of  America,
          except that State's  conflict-of-laws  provisions,  to the extent they
          are  inconsistent  with the  terms of this  Section  12.  The  parties
          consent to the jurisdiction of the State of New York and designate the
          courts of the State of New York as the venue for any  dispute  arising
          out of, under, or relating to this Agreement.




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<PAGE>

          IN WITNESS WHEREOF, Company and Players Inc have caused this Agreement
     to be signed  by their  authorized  representatives,  all as of the day and
     year first above written.



                                        THE TOPPS COMPANY, INCORPORATED

                                        By:   /s/ Warren Friss
                                              ----------------
                                        Title: Vice President



                                        NATIONAL FOOTBALL LEAGUE
                                        PLAYERS, INCORPORATED



                                        By:   (s) Douglas Allen
                                              ------------------
                                        Title: Assistant Executive Director