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                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Agreement") is made and
entered into as of this 5th day of June,  1996 among THE TOPPS COMPANY,  INC., a
Delaware  corporation  ("Borrower"),   NATIONSBANK,  N.A.,  a  national  banking
association  formerly known as NationsBank,  National  Association  (Carolinas),
each  other  lender  signatory  hereto  (each   individually,   a  "Lender"  and
collectively,   the  "Lenders"),  and  NATIONSBANK,  N.A.,  a  national  banking
association formerly known as NationsBank,  National Association (Carolinas), in
its capacity as agent for the Lenders (in such capacity, the "Agent");

                              W I T N E S S E T H:
                              -------------------
         WHEREAS,  the  Borrower,  the Lenders and the Agent have entered into a
Credit  Agreement  dated as of June 30, 1995 (as amended hereby and as from time
to time further  amended,  supplemented  or replaced,  the "Credit  Agreement"),
pursuant to which the Lenders agreed to make certain revolving credit, term loan
and letter of credit facilities available to the Borrower; and

         WHEREAS,  the  Borrower  has  requested  that the Credit  Agreement  be
amended in the manner set forth herein and the Agent and the Lenders are willing
to agree to such amendment;

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and the
fulfillment  of the  conditions  set forth herein,  the parties hereto do hereby
agree as follows:

     1. Definitions.  Any capitalized terms used herein without definition shall
        -----------
have the meaning set forth in the Credit Agreement.

     2.  Amendment.  Subject to the terms and conditions  set forth herein,  the
         ---------
definition of  "Consolidated  Current  Assets" is hereby deleted in its entirety
and replaced by the following definition:

                  "Consolidated Current Assets" means all assets of the Borrower
         and its Subsidiaries which are expected to be realized in cash, sold in
         the ordinary  course of business,  or consumed within one year or which
         would be classified as a current asset, other than cash, all determined
         in  accordance  with GAAP  applied  on a  Consistent  Basis;  provided,
         however,   that  there  shall  be  excluded  from  the  calculation  of
         Consolidated Current Assets that portion of all assets financed through
         incurring  liabilities  which are not  included in the  calculation  of
         Consolidated Current Liabilities;

     3.  Effectiveness.  This  Agreement  shall become  effective as of the date
         -------------
hereof upon  receipt by the Agent of twelve (12) fully  executed  copies of this
Agreement (which may be signed in counterparts).

     4.  Representations  and  Warranties.  In order to induce the Agent and the
         --------------------------------
Lenders to enter into this  Agreement,  the Borrower  represents and warrants to
the Agent and the Lenders as follows:

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              a)   There has been no material  adverse  change in the condition,
         financial or otherwise, of the Borrower and its Subsidiaries,  taken as
         a whole,  since the date of the most  recent  financial  reports of the
         Borrower  received by the Agent and the Lenders under Section 9.1(a) of
                                                               -------------
         the Credit  Agreement,  other than  changes in the  ordinary  course of
         business;

              b)   The  business  and   properties   of  the  Borrower  and  its
         Subsidiaries, taken as a whole, are not, and since the date of the most
         recent financial  report of the Borrower and its Subsidiaries  received
         by the  Agent  and the  Lenders  under  Section  9.1(a)  of the  Credit
                                                 --------------
         Agreement,  have not been, adversely affected in any substantial way as
         the  result  of any  fire,  explosion,  earthquake,  accident,  strike,
         lockout,  combination of workers,  flood, embargo,  riot, activities of
         armed forces,  war or acts of God or the public enemy,  or cancellation
         or loss of any major contracts; and

              c)   No event has occurred and is  continuing  which  constitutes,
         and no condition  exists which upon the consummation of the transaction
         contemplated hereby would constitute,  a Default or an Event of Default
         under the Credit  Agreement,  either  immediately  or with the lapse of
         time or the giving of notice, or both.

     5. Entire Agreement. This Agreement sets forth the entire understanding and
        ----------------
agreement  of the parties  hereto in relation to the subject  matter  hereof and
supersedes any prior  negotiations  and agreements among the parties relative to
such subject matter.

     6.  Full  Force  and  Effect of  Agreement.  Except as hereby  specifically
         --------------------------------------
amended,  modified  or  supplemented,  the Credit  Agreement  and all other Loan
Documents are hereby  confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.

     7.  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         ------------
counterparts,  each of which  shall be deemed an  original  as against any party
whose signature appears thereon,  and all of which shall together constitute one
and the same instrument.

     8. Governing  Law. This Agreement  shall in all respects be governed by the
        --------------
laws and judicial decisions of the State of New York.

     9.  Enforceability.  Should  any  one or  more  of the  provisions  of this
         --------------
Agreement be determined to be illegal or  unenforceable as to one or more of the
parties hereto,  all other  provisions  nevertheless  shall remain effective and
binding on the parties hereto.

     10. Credit  Agreement.  All  references in any of the Loan Documents to the
         -----------------
Credit Agreement shall mean the Credit Agreement as amended hereby.



                            [Signature page follows.]

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  by their duly  authorized  officers,  all as of the day and year
first above written.


                                      BORROWER:

                                      THE TOPPS COMPANY, INC.

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                      AGENT:

                                      NATIONSBANK, N.A. as Agent for the Lenders

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                      LENDERS:

                                      NATIONSBANK, N.A.

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                      CHEMICAL BANK

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________

                             [Signature Page 1 of 2]

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                                      NATWEST BANK N.A.

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                      THE BANK OF NEW YORK

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                      THE SUMITOMO BANK LIMITED,
                                           CHICAGO BRANCH

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                      TORONTO DOMINION (NEW YORK), INC.

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________


                                      THE MITSUBISHI BANK, LIMITED-
                                      NEW YORK BRANCH

                                      By:_______________________________________

                                      Name:_____________________________________

                                      Title:____________________________________

                             [Signature Page 2 of 2]

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