EXHIBIT 10.24



THIS AGREEMENT is made the 30th day of September 2003 BETWEEN

(1)  THE FOOTBALL  ASSOCIATION  PREMIER LEAGUE  LIMITED a UK company  registered
     under the Number 2719699 of 11 Connaught Place London W2 2ET ("FAPL") and

(2)  TOPPS EUROPE LIMITED,  a UK company  registered  under Number 2331336 of 18
     Vincent Avenue Crownhill Milton Keynes MK8 0AW ("the Licensee")


1.   Interpretation

     1.1  In this Agreement the following  expressions  shall have the following
          meanings

          "Album"  means in respect of each  Season the  printed  edition of the
          album  produced for  collectable  use in connection  with the Stickers
          issued in respect of that Season only  incorporating the Approved Text
          together with those of the Club Designs and the FAPL Designs  relevant
          thereto  and  relating to each and all of the Clubs in respect of that
          Season as  approved  in each  respect by FAPL in  accordance  with the
          terms of this Agreement

          "Approved  Player" means in relation to any Club those Players of that
          Club  whose  identity  has been  approved  by FAPL  and/or  that  Club
          pursuant  to the  procedure  set out at  clause  3 in  respect  of the
          applicable Licensed Articles and the applicable Season

          "Approved  Text" means in  connection  with any Licensed  Articles any
          text which the  Licensee is  entitled  to print  thereon and which has
          been approved in accordance  with the terms of this  Agreement  (which
          for the  avoidance  of doubt may  include in  relation  to  statistics
          and/or   ratings  in   connection   with  any  Club   and/or   Players
          predominantly  statistics  and/or ratings having a direct and accurate
          statistical basis as opposed to any element of judgement or subjective
          "ability rating")

          "Authorised  Photographs"  means the  Players  Photographs  and/or the
          Further Photographs having been approved by the relevant Club and FAPL
          pursuant to the terms of clause 3

          "Binder"  means in  respect of each  Season  the binder  (being in all
          cases in tangible  physical form) with sleeves for  collectable use in
          connection  with the  Trading  Cards  issued in respect of that Season
          only  incorporating  the Approved Text together with those of the Club
          Designs and the FAPL Designs relevant thereto and relating to each and
          all of the Clubs in respect of that Season as approved in each respect
          by FAPL in accordance with the terms of this Agreement

          "Club  Designs"  means those  official  logos designs names  nicknames
          badges  insignia and  statistics  owned or  controlled  by each of the
          Clubs  during the Term and which are made  available  by the Clubs for
          use by the Licensee  during the Term  including but not limited to the
          Club Logos and the Club Strips

          "Clubs" means in respect of each football season during the Term those
          football clubs which at the  commencement  of the relevant  Season are
          affiliated to and members of FAPL (and in connection  with the Trading
          Card   Collection  or  the  Stickers  and  Albums  being  those  clubs
          satisfying  the above  criteria in respect of the Season  during which
          the said products are first marketed) as the same shall be notified to
          the Licensee by FAPL by 1 June each year during the Term in respect of
          the   following   Season  and  the  word  "Club"  shall  be  construed
          accordingly

          "Club  Logo"  means  the  single  main  official  logo  of  each  Club
          representations  of which have been made  available to the Licensee so
          as to enable it to exercise its rights  hereunder  (being one for each
          Club at any time during the Term as  stipulated by FAPL) and the words
          "Club Logos" shall be construed accordingly

          "Club Strips" means in respect of each Club the football strip colours
          worn by the  Players of the Club during the Matches as the same may be
          registered with FAPL before the  commencement of or at any time during
          each Season  during the Term (and the logo design badge or insignia of
          any  manufacturer  thereof and/or any Club sponsor which may from time
          to time appear  thereon) and the words "Club Strip" shall be construed
          accordingly

          "Competitive  Product"  means  [INFORMATION  SUBJECT  TO  REQUEST  FOR
          CONFIDENTIAL TREATMENT]
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          "Competitor"  means  [INFORMATION  SUBJECT TO REQUEST FOR CONFIDENTIAL
          TREATMENT]

          "F.A." means The Football  Association Limited whose registered office
          is at 25 Soho Square London WID 4FA

          "FAPL  Designs"  means the FAPL Marks the FAPL Logo and those official
          logos  designs  badges and  insignia  owned or  controlled  by FAPL as
          specifically stipulated from time to time by FAPL

          "F.A. Marks" means the marks "F.A." and "Football  Association"  which
          are owned by the F.A.

          "FAPL Logo" means the  official  logo of FAPL  incorporating  the F.A.
          Marks and more  particularly  set out in Schedule 2 hereto and/or such
          other marks as may be notified  by FAPL to the  Licensee  from time to
          time

          "FAPL Marks" means any trade marks  registered or  unregistered  or in
          respect  of which  an  application  for  registration  has  been  made
          comprising of and incorporating FAPL Logo or any of the words "Premier
          League" or "Premiership"

          "Further  Photographs" means photographic images of any of the Players
          used in connection  with Licensed  Articles  being in each case either
          (a) an action  photograph of any such Player wearing the Club Strip of
          the Club to which the said Player is at the time of publication of the
          Licensed   Articles  in  question   registered  and  showing  only  or
          substantially  the Player named in the Licensed Articles (or component
          thereof) or (b) a photographic portrait showing the said Player's head
          and  shoulders  only in each  case in  respect  of  which  any and all
          copyright licences and/or consents and/or other required consents have
          been  obtained  and  all  requisite  fees  and  royalties  paid by the
          Licensee (including but not limited to the obtaining of the consent of
          any Club and/or  FAPL in relation to the use of the said  photographs)
          and in respect of which FAPL and the relevant Club each have consented
          to use in relation to the Licensed Articles pursuant to clause 3

          "Licensed Articles" means the Trading Card Collection and the Stickers
          and Albums and the Miniature Stickers and Albums Collection

          "Match" means any football  match played  between two Clubs as part of
          the   Premiership   (and  the  word   "Matches"   shall  be  construed
          accordingly)

          "Miniature Albums" means in respect of each Season the printed edition
          of the miniature albums (having such dimensions and being in such form
          or format  as FAPL and the  Licensee  may from  time to time  agree in
          respect of each Season)  produced for  collectable  use in  connection
          with the Miniature  Stickers issued in respect of that Season only and
          forming  part of the  Miniature  Stickers  and  Albums  Collection  in
          respect of that Season  incorporating  the Approved Text together with
          those of the Club  Designs and the FAPL Designs  relevant  thereto and
          relating  to each and all of the Clubs in  respect  of that  Season as
          approved in each respect by FAPL in accordance  with the terms of this
          Agreement

          "Miniature  Stickers"  means in  respect  of each  Season  collectable
          miniature  stickers  having such  dimensions and being in such form or
          format as FAPL and the Licensee may from time to time agree in respect
          of each Season each depicting one Approved  Player using an Authorised
          Photograph  together  with  those  of the  FAPL  Designs  and the Club
          Designs  appropriate thereto and the Approved Text appropriate thereto
          in each case as  approved  in all  regards  by FAPL  pursuant  to this
          Agreement  and  forming  part  of  (and  to be  marketed  sold  and/or
          distributed  only  as part  of)  the  Miniature  Stickers  and  Albums
          Collection  and designed  for sale in  connection  with the  Miniature
          Albums in respect of the appropriate Season

          "Miniature  Stickers and Albums  Collection"  means the  collection in
          respect  of  each   Season   comprising   one   Miniature   Album  and
          corresponding  Miniature Stickers such Miniature Stickers sold in such
          form of pack or packet  together  with such amounts of the  Licensee's
          bubble gum  products in each case as FAPL and the  Licensee  may agree
          from time to time in respect of each  Season (or in such other form as
          FAPL may agree from time to time  pursuant to clause  14.1) but in any
          event in a form where the  Miniature  Stickers  are mixed  together so
          that  each  such  packet  and/or  each  relevant   container  contains
          Miniature  Stickers  relating  to the Players of more than one Club or
          otherwise are sold in accordance with the terms of this Agreement

          "Minimum  Guarantee"  means  the  non-refundable  sum  payable  by the
          Licensee to FAPL as set out in clause 6.1.1

          "Net  Sales   Value"  means   [INFORMATION   SUBJECT  TO  REQUEST  FOR
          CONFIDENTIAL TREATMENT]
<PAGE>
          "Person" means any person in law or body corporate and includes a firm
          partnership  corporation individual and any other legal entity whether
          incorporated or unincorporated

          "Player"  means a player  as  defined  in the  Rules of FAPL as at the
          relevant time registered with a Club

          "Players' Photographs" means those photographic images of all of those
          Players from time to time registered with each of the Clubs and of the
          available  team of each Club in each case  provided to the Licensee by
          FAPL pursuant to clause 3 all copyright (save only such  non-exclusive
          licence  thereof  as  is  required  by  the  Licensee  to  fulfil  its
          obligations to FAPL and to exercise the rights expressly granted to it
          pursuant to this Agreement) in which is vested in FAPL

          "Premiership" means the league competition organised by FAPL

          "Promotional  Materials" means any packaging  labels  instructions and
          instruction  manuals containers  advertisements  technical support and
          information   materials  point  of  sale  advertising   marketing  and
          promotional  materials and/or advertisements of whatever nature and in
          whatever medium (whether now existing or hereafter  created) for or in
          relation to any Licensed Articles including for the avoidance of doubt
          and without limitation any editorial or content material in any medium
          or in any vehicle site  programme or document in any such medium which
          is in any way controlled  produced authorised or commissioned by or on
          behalf of the Licensee or at the Licensee's behest whether directly or
          indirectly  and/or of which the  Licensee has  editorial  approval but
          excluding for the avoidance of doubt any materials of whatever  nature
          which may arise or  reasonably be considered to comprise any transient
          intangible  electronic  or digital form of and/or  recording of and/or
          equivalent to any licensed Articles

          "Property"  means any and all of the Club Designs and the FAPL Designs
          or any part or component thereof

          "Quarter" means any quarter during the Term ending on any Quarter Day

          "Quarter  Day" means  each day during the Term which  falls on the day
          thirteen  (13) weeks  from the  preceding  Quarter  Day with the first
          Quarter  Day for the  purposes  of this  definition  being 1 June 2004
          (notwithstanding that such date is the commencement of the Term)

          "Royalties"  means those  royalties to be paid by the Licensee to FAPL
          in respect of Sales of Licensed Articles as set out at clause 6

          "Sales"  means the number of the  Licensed  Articles  distributed  for
          value (whether in consideration of monetary payment or otherwise for a
          quantified  financial  benefit) and the word "sold" shall be construed
          accordingly

          "Season" means a Premiership  season which shall generally commence in
          August of one year and finish May of the following year

          "Stickers" means in respect of each Season  collectable  stickers sold
          in packets in printed paper format only or in such other format having
          tangible physical form as may be consented to by FAPL such consent not
          to be  unreasonably  withheld and each  depicting one or more Approved
          Players and/or any other  relevant image  (including by way of example
          any trophy  currently  held by or  otherwise  relating to a particular
          Club) using any Authorised  Photograph together with those of the FAPL
          Designs  and the Club  Designs  appropriate  thereto  in each  case as
          approved  in all  regards  by  FAPL  pursuant  to this  Agreement  and
          designed  for sale in  connection  with the  Album in  respect  of the
          appropriate   Season  (and  the  word  "Sticker"  shall  be  construed
          accordingly)

          "Stickers and Albums" means that  collection in respect of each Season
          comprising one Album and corresponding  Stickers designed for use with
          each other to be sold in packets of Stickers (or in such other form as
          FAPL may  agree  from time to time  pursuant  to  clause  14.1)  mixed
          together  so that each such  packet  and/or  each  relevant  container
          contains  Stickers  relating  to the  Players of more than one Club or
          otherwise sold in accordance with the terms of this Agreement

          "Term" means the term of this  agreement  which shall  commence upon 1
          June 2004 and shall  continue  until  the  third  anniversary  thereof
          unless the  agreement is  terminated  earlier in  accordance  with its
          terms

          "Territory" means the world

          "Trading Card  Collection"  means in respect of each Season the Binder
          and the corresponding  collection of Trading Cards sold in packets (or
          in such  other form as FAPL may agree  from time to time  pursuant  to
          clause  14.1)  mixed  together  so that each such  packet  and/or each
          relevant  container  contains Trading Cards relating to the Players of
          more than one Club or otherwise  sold in accordance  with the terms of
          this Agreement
<PAGE>
          "Trading  Cards"  means  collectable  trading  cards  sold in paper or
          cardboard format only or in such other tangible physical format as may
          be consented to by FAPL such consent not to be  unreasonably  withheld
          each  depicting  one or  more  Approved  Player  using  an  Authorised
          Photograph  together  with  those  of the  FAPL  Designs  and the Club
          Designs  appropriate thereto and the Approved Text appropriate thereto
          in each case as  approved  in all  regards  by FAPL  pursuant  to this
          Agreement and forming part of the Trading Card Collection

          "Trading  Card Game" means any product  comprising  a series or set of
          trading  cards  of  which  the  predominant  element  is one  or  more
          mechanisms  subjectively  determined by the creator of the product and
          relating  to the  football  player  depicted  in the cards  (such as a
          subjective  "ability  rating" for each football  player  depicted) the
          purpose and effect of which  predominant  element is to  differentiate
          the cards so as to encourage their use for game playing rather than as
          inherently collectable items

          "Topps  Name  and  Logo"  means  that  official  name  and logo of the
          Licensee  set out at Schedule 3 and such other marks the  goodwill and
          all relevant  intellectual  property  rights in which are owned by the
          Licensee as may be notified to FAPL from time to time by the Licensee


2.   Extent of Licence

     2.1  In  consideration  of the  payment of the  Minimum  Guarantee  and the
          Royalties  in  accordance  with  clause 6 FAPL  hereby  grants  to the
          Licensee the  following  rights  throughout  the Territory and for the
          Term

         2.1.1 the right  subject  to the  terms of this  Agreement  to  produce
               manufacture distribute and sell

               2.1.1.1 upon  the  non-exclusive  basis  set out at  clause 4 the
                       Trading Card Collection and

               2.1.1.2 upon the  exclusive  basis set out at clauses 4.1 and 4.2
                       the Stickers and Albums

               2.1.1.3 upon the basis as to exclusivity  set out at clause 4 the
                       Miniature Stickers and Albums Collection

         2.1.2 the right subject to the terms of this  Agreement to  incorporate
               the  Club  Designs  the  FAPL  Designs   and/or  the   Authorised
               Photographs in all Promotional  Materials  approved in accordance
               with this Agreement

     2.2  All  rights  not  expressly  granted  to the  Licensee  hereunder  are
          reserved  to FAPL which  shall be free to exploit  such  rights in any
          manner in its sole discretion subject to the provisions of clause 4 or
          as otherwise agreed herein

     2.3  For the  avoidance  of doubt  this  Agreement  shall not  entitle  the
          Licensee to market a Trading Card Game


3.   Supply of Materials and Approvals

     3.1  FAPL shall  arrange on or before 1 September  in each of 2004 2005 and
          2006 or such  alternative  date in such year as FAPL and the  Licensee
          may  agree in  writing  for the  photographing  of each and all of the
          Players  of each and all of the Clubs and a  photograph  of the entire
          available  team of each Club and shall  provide  to the  Licensee  the
          Players' Photographs  resulting from the said process on or before the
          second Friday in September in each such year or such  alternative date
          as FAPL and the  Licensee  may agree in writing.  The  parties  hereby
          agree for the  avoidance  of doubt that  (save for such  non-exclusive
          licence of copyright in relation to the Players'  Photographs  for the
          duration of the Term as is strictly  necessary  to permit the Licensee
          to enjoy and use the rights expressly granted to it pursuant to clause
          2.1) any and all copyright and other rights of  intellectual  property
          of whatever nature in and in respect of the Players' Photographs shall
          as between the parties remain vested in FAPL

     3.2  FAPL  shall  supply or procure  the  supply by the Clubs of  materials
          (including  artwork and  transparencies  used in reproducing  the FAPL
          Logo and the  Club  Designs  and the  re-shooting  of any  photographs
          provided for at 3.1 above) which FAPL (acting  reasonably)  agrees are
          reasonably  necessary to the  Licensee for the purposes of  exercising
          the rights granted to it pursuant to this Agreement.  Such supply will
          take place as soon as is reasonably  practicable and at no cost to the
          Licensee other than where processing or handling costs are involved in
          which  case a  reasonable  charge  payable  to FAPL  (or the  Clubs as
          appropriate) may be made to cover such costs

     3.3  Any  materials  supplied to the Licensee  hereunder  together with any
          copies  thereof  made by the  Licensee  shall as between  the  parties
          hereto  remain the  property  of FAPL and shall be returned to FAPL on
          reasonable  notice in writing (and in any case  following  termination
          and/or expiry of this Agreement) at the expense of the Licensee
<PAGE>
     3.4  In respect of the Trading Card Collection in each Season

         3.4.1 the  collection  shall  include at least 1 Player from each Club.
               The Licensee shall have discretion to decide how many Players are
               depicted  from each Club and  shall not be  obliged  to depict an
               equal  number of Players  from each Club.  However,  the Licensee
               shall  not  allow  discrepancies  to  arise to the  depiction  of
               Players  (other than in special or bonus cards  comprised  in the
               collection) of greater than 1:2 as between any two (2) Clubs

         3.4.2 the  Licensee  shall  deliver  to  FAPL  as  soon  as  reasonably
               practicable following delivery of the Player Photographs to it by
               FAPL  pursuant  to clause  3.1(a) art work  proofs of the Trading
               Cards and any Binder  comprising  for each Club the design format
               for and all  information  appearing on the Trading Cards for that
               Club and/or Binder plus one  representative  design of a card for
               that Club and (b) a list of the  Players  to be  included  in the
               Trading Card Collection

         3.4.3 FAPL shall  consider the  materials  supplied  pursuant to clause
               3.4.2  of this  Agreement  and  shall  as  soon as is  reasonably
               practicable  and in any event  before the expiry of fifteen  (15)
               working days provide the Licensee with written notice that either

               3.4.3.1 the said material is approved or

               3.4.3.2 the said  material is not approved  together with details
                       of the elements  thereof which are not approved  reasons
                       for  non-approval  and  suggestions  as to what  would be
                       approved in its place but for the avoidance of doubt FAPL
                       shall not unreasonably  withhold  approval in relation to
                       features of the Trading Card Collection and may object to
                       the inclusion of any Player only on the basis that  he is
                       not or will shortly cease to be  registered with the Club
                       for which he is depicted

         3.4.4 In the  event  that  (and to the  extent  that)  FAPL has  failed
               within  fifteen  (15)  working  days of receipt of the  materials
               supplied  pursuant to clause  3.4.2 of this  Agreement to provide
               written  notice as set out at clause  3.4.3.1  and/or  3.4.3.2 in
               respect of the same then FAPL  shall not  thereby be in breach of
               this Agreement and the Licensee shall have no rights against FAPL
               in  connection  with the said failure but FAPL shall be deemed to
               have notified its approval of the materials so affected  pursuant
               to clause 3.4.3

         3.4.5 In the event that FAPL  notifies  (or is deemed to have  notified
               pursuant  to  clause   3.4.4)  the  Licensee  that  all  relevant
               materials  of and  relating to the Trading  Card  Collection  are
               approved the Players  depicted  therein shall be deemed  Approved
               Players the  depictions  of the  Players  used  therein  shall be
               deemed Authorised  Photographs and the text used therein shall be
               deemed  Authorised  Text (in each case in relation to the Trading
               Card  Collection  only) and the Licensee  shall be  authorised to
               produce and shall  produce in  sufficient  numbers  copies of the
               Trading Card  Collection  which  conform in all respects with the
               relevant materials in accordance with the grant set out at clause
               2 of this Agreement

         3.4.6 Any and all copies of the Trading  Cards  and/or the Trading Card
               Collection  produced  pursuant to this Agreement shall conform in
               all respects  with the relevant  materials  approved or deemed to
               have been  approved  pursuant to this clause 3.4 and no amendment
               change  or  variation  in  design  to the same may be made by the
               Licensee  save with the  express  written  consent of FAPL at its
               absolute discretion

         3.4.7 In the event that FAPL  notifies the Licensee  that any materials
               and/or any  component  of any  materials  of or  relating  to the
               Trading Card Collection is not approved the Licensee shall supply
               fresh materials  relevant thereto in accordance with the terms of
               clause  3.4.1  not later  than ten (10)  working  days  following
               receipt  of such  notification  and the terms of this  clause 3.4
               shall apply thereto

     3.5  In respect of the Stickers and Albums in each Season

         3.5.1 the Stickers shall exhibit an equal number of Player  Photographs
               in  respect  of each  Club and in any  event not less than 12 per
               Club

         3.5.2 the  Licensee  shall  deliver  to  FAPL  as  soon  as  reasonably
               practicable following delivery of the Player Photographs to it by
               FAPL  pursuant  to  clause  3.1 (a) art work  proofs of the Album
               comprising for each Club the design format and all text appearing
               in the Album for that  Club plus one  representative  design of a
               Sticker  for  that  Club  and  (b) a list  of the  Players  to be
               depicted in the Stickers for that Club
<PAGE>
         3.5.3 FAPL shall  consider the  materials  supplied  pursuant to clause
               3.5.2  of this  Agreement  and  shall  as  soon as is  reasonably
               practicable  and in any event  before the expiry of fifteen  (15)
               working days provide the Licensee with written notice that in the
               case of such material either

               3.5.3.1 the said material is approved or

               3.5.3.2 the said  material is not approved  together with details
                       of the elements  thereof which are not approved  reasons
                       for  non-approval  and  suggestions  as to what  would be
                       approved in its place but for the avoidance of doubt FAPL
                       shall not unreasonably  withhold  approval in relation to
                       features of the Trading Card Collection and may object to
                       the inclusion of any Player only on the basis that  he is
                       not or will shortly cease to be  registered with the Club
                       for which he is depicted

         3.5.4 In the event that (and to the extent that) FAPL has failed within
               fifteen (15) working  days of receipt of the  materials  supplied
               pursuant to clause  3.5.2 of this  Agreement  to provide  written
               notice as set out at clause  3.5.3.1 and/or 3.5.3.2 in respect of
               the same  then  FAPL  shall  not  thereby  be in  breach  of this
               Agreement and the Licensee  shall have no rights  against FAPL in
               connection with the said failure but FAPL shall be deemed to have
               notified  its approval of the  materials so affected  pursuant to
               clause 3.5.3

         3.5.5 In the event that FAPL  notifies  (or is deemed to have  notified
               pursuant  to  clause   3.5.4)  the  Licensee  that  all  relevant
               materials of and relating to the Stickers and Albums are approved
               the Players depicted therein shall be deemed Approved Players the
               depictions  of the Approved  Players  shall be deemed  Authorised
               Photographs and the text used therein shall be deemed  Authorised
               Text (in each case in relation to the  Stickers  and Albums only)
               and the Licensee shall be authorised to produce and shall produce
               in  sufficient  numbers  copies of the  Stickers and Albums which
               conform in all respects with the relevant materials in accordance
               with the grant set out at clause 2 of this Agreement

         3.5.6 Any and all copies of the Stickers the Albums and/or the Stickers
               and Albums  produced  pursuant to this Agreement shall conform in
               all respects  with the relevant  materials  approved or deemed to
               have been  approved  pursuant to this clause 3.5 and no amendment
               change  or  variation  in  design  to the same may be made by the
               Licensee  save with the  express  written  consent of FAPL at its
               absolute discretion

         3.5.7 In the event that FAPL  notifies the Licensee  that any materials
               and/or any component of any sample of or relating to the Stickers
               and  Albums is not  approved  the  Licensee  shall  supply  fresh
               materials relevant thereto in accordance with the terms of clause
               3.5.2  not  later   than  1  week   following   receipt  of  such
               notification and the terms of this clause 3.5 shall apply thereto

     3.6  In respect of Promotional Material

         3.6.1 The  Licensee  shall  deliver  to  FAPL  as  soon  as  reasonably
               practicable  and in any event not later than fifteen (15) working
               days  prior to the  date of the  first  intended  use of the same
               sample designs of any and all Promotional Material intended to be
               used by the Licensee together with full details of those media in
               which the same is  intended  to be used and in what  parts of the
               world the same is  intended to be used  together  with such other
               details as FAPL may reasonably require from time to time

         3.6.2 FAPL shall consider the samples and proposals  supplied  pursuant
               to  clause  3.6.1  of  this  Agreement  and  shall  as soon as is
               reasonably  practicable  and in any event not later than  fifteen
               (15) working days after receipt provide the Licensee with written
               notice  that in the case of each such  sample  and  proposed  use
               either

               3.6.2.1 the said sample and proposed use is approved or

               3.6.2.2 the  said  sample  and/or  proposed  use is not  approved
                       together   with reasons  for  non-approval  but  for  the
                       aovidance of doubt FAPL  shall not  unreasonably withhold
                       approval in  relation  to  features  of  the  Promotional
                       Materials

         3.6.3 In the  event that  (and to the  extent  that)  FAPL  has  failed
               within  fifteen  (15)  working  days of receipt of the  materials
               supplied  pursuant to clause  3.6.1 of this  Agreement to provide
               written  notice as set out at clause  3.6.2.1  and/or  3.6.2.2 in
               respect of the same then FAPL  shall not  thereby be in breach of
               this Agreement and the Licensee shall have no rights against FAPL
               in  connection  with the said failure but FAPL shall be deemed to
               have notified its approval of the materials so affected  pursuant
               to clause  3.6.2  where (but only where) the said  materials  are
               materials  required to produce  and/or  distribute  or  otherwise
<PAGE>
               publish  those  Promotional  Materials  set out at  Schedule 4 in
               connection  with  launch of either  the  Stickers  and Albums the
               Trading  Card  Collection  or the  Miniature  Stickers and Albums
               Collection in respect of any Season

         3.6.4 In the event that FAPL  notifies  (or is deemed to have  notified
               pursuant  to clause  3.6.3) the  Licensee  that any sample of the
               Promotional  Materials  and  any  proposed  use  of the  same  is
               approved the Licensee  shall be  authorised  to use in accordance
               with the terms of use so  approved  by FAPL and the terms of this
               Agreement  Promotional  Materials  which  conform in all respects
               with the said  sample  in  accordance  with the  grant set out at
               clause 2 of this Agreement

         3.6.5 Any and  all  Promotional  Materials  produced  pursuant  to this
               Agreement shall conform in all respects with the relevant samples
               approved or deemed to have been approved  pursuant to this clause
               3.6  and no  amendment  change  or  variation  in  design  to the
               Promotional  Materials  nor  any  use  not  expressly  authorised
               pursuant to this clause 3.6 may be made by the Licensee  save for
               such language or  regulatory  changes as may be  appropriate  for
               territories outside the UK or with the express written consent of
               FAPL (which may be withheld at its absolute discretion)

         3.6.6 In the event that FAPL  notifies the Licensee  that any sample of
               the  Promotional  Materials  or any  proposed  use thereof is not
               approved  the  Licensee  may supply  fresh  samples  and/or fresh
               proposals  as to use  thereof  in  accordance  with the  terms of
               clause 3.6.1 following receipt of such notification and the terms
               of this clause 3.6 shall apply thereto

     3.7  Where and to the extent that FAPL  reasonably  deems it  necessary  to
          obtain  consent or approval  from any Club prior to  notifying  FAPL's
          approval of any materials  pursuant to this clause 3 FAPL shall notify
          the Licensee of this necessity and each of FAPL and the Licensee shall
          use their respective reasonable endeavours to procure such consent

     3.8  In respect of the  Miniature  Stickers and Albums  Collection  in each
          Season

         3.8.1 the  collection  shall  comprise  such total  number of Miniature
               Stickers  comprising  such numbers of Player(s) from each Club as
               may be agreed  between FAPL and the Licensee from time to time in
               respect of each Season

         3.8.2 the  Licensee  shall  deliver  to  FAPL  as  soon  as  reasonably
               practicable  in good  time for the  production  of the  Miniature
               Stickers and Albums Collection in respect of that Season art work
               proofs  of the  Miniature  Albums  comprising  for each  Club the
               design format for and all information  appearing on the Miniature
               Albums for that Club plus one representative  design of Miniature
               Stickers  for that Club and a list of the  Players to be included
               in the Miniature Stickers and Albums Collection

         3.8.3 FAPL shall  consider the  materials  supplied  pursuant to clause
               3.8.2  of this  Agreement  and  shall  as  soon as is  reasonably
               practicable  and in any event  before the expiry of fifteen  (15)
               working days provide the Licensee with written notice that either

               3.8.3.1 the said material is approved or

               3.8.3.2 the said  material is not approved  together with details
                       of the elements  thereof which  are not approved  reasons
                       for non-approval and  suggestions  as to  what  would  be
                       approved in its place but for the avoidance of doubt FAPL
                       shall not unreasonably  withhold  approval in relation to
                       features of the Miniature  Stickers and Albums Collection
                       and may object to the inclusion of any Player only on the
                       basis  that  he  is  not or  will  shortly  cease  to  be
                       registered with the Club for which he is depicted

         3.8.4 In the event that (and to the extent that) FAPL has failed within
               fifteen (15) working  days of receipt of the  materials  supplied
               pursuant to clause  3.8.2 of this  Agreement  to provide  written
               notice as set out at clause  3.8.3.1 and/or 3.8.3.2 in respect of
               the same  then  FAPL  shall  not  thereby  be in  breach  of this
               Agreement and the Licensee  shall have no rights  against FAPL in
               connection with the said failure but FAPL shall be deemed to have
               notified  its approval of the  materials so affected  pursuant to
               clause 3.8.3


         3.8.5 In the event that FAPL  notifies  (or is deemed to have  notified
               pursuant  to  clause   3.8.4)  the  Licensee  that  all  relevant
               materials  of and relating to the  Miniature  Stickers and Albums
               Collection  are approved the Players  depicted  therein  shall be
               deemed  Approved  Players  the  depictions  of the  Players  used
               therein shall be deemed Authorised  Photographs and the text used
               therein shall be deemed Authorised Text (in each case in relation
<PAGE>
               to the  Miniature  Stickers and Albums  Collection  only) and the
               Licensee  shall be  authorised  to produce  and shall  produce in
               sufficient  numbers  copies of the Miniature  Stickers and Albums
               Collection  which  conform  in all  respects  with  the  relevant
               materials  in  accordance  with the  grant set out at clause 2 of
               this Agreement

         3.8.6 Any and all copies of the  Miniature  Stickers  and/or  Miniature
               Albums  and/or  the  Miniature  Stickers  and  Albums  Collection
               produced pursuant to this Agreement shall conform in all respects
               with the  relevant  materials  approved  or  deemed  to have been
               approved  pursuant to this clause 3.8 and no amendment  change or
               variation in design to the same may be made by the Licensee  save
               with  the  express  written  consent  of  FAPL  at  its  absolute
               discretion

         3.8.7 In the event that FAPL  notifies the Licensee  that any materials
               and/or any  component  of any  materials  of or  relating  to the
               Miniature  Stickers  and Albums  Collection  is not  approved the
               Licensee  shall  supply  fresh  materials   relevant  thereto  in
               accordance with the terms of clause 3.8.2 not later than ten (10)
               working days following receipt of such notification and the terms
               of this clause 3.8 shall apply thereto


4.   Exclusivity

     4.1  FAPL  undertakes and warrants to the Licensee  (subject to clauses 4.2
          and 4.3 and save as set out  therein)  that neither it nor any Club or
          Player shall during the Term produce any Competitive  Product or grant
          to any Person the right to produce any Competitive Products and/or the
          right to grant any such  rights.  [INFORMATION  SUBJECT TO REQUEST FOR
          CONFIDENTIAL TREATMENT]

     4.2  By way of  clarification  and  refinement  of clause  4.1 the  parties
          hereto agree that the exclusivity granted thereby shall not include

          4.2.1 [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

          4.2.2 [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

          4.2.3 [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

          4.2.4 [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

          4.2.5 [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

     4.3  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
<PAGE>

5.   Use of Property

     5.1  For the avoidance of doubt the Licensee hereby acknowledges and agrees
          that

         5.1.1 the Property will only be utilised in  accordance  with the terms
               of this Agreement and will not be utilised in connection with any
               other goods or services  manufactured  distributed or provided by
               the Licensee or for any other  purposes  whatsoever  save only as
               expressly  authorised  by  FAPL  pursuant  to the  terms  of this
               Agreement  or by separate  arrangement  with the  Licensee

         5.1.2 (except  where  otherwise  agreed by FAPL in writing prior to any
               distribution thereof) the Albums Miniature Albums and Binders and
               the packets in which the Stickers  Miniature Stickers and Trading
               Cards  are  sold  and all  Promotional  Material  distributed  in
               relation to the Licensed  Articles  shall bear a statement to the
               effect that the product is  "Manufactured  under Licence from the
               F.A. Premier League Limited"

         5.1.3 the  Licensee  shall  not  pass  off  the  Licensed  Articles  as
               authorised or otherwise  endorsed by any individual  Player(s) or
               Manager(s) and shall if reasonably  requested by FAPL clearly and
               visibly  indicate this on the Albums Miniature Albums and Binders
               and the  packets in which the  Stickers  Miniature  Stickers  and
               Trading Cards are sold using wording such as "This product is not
               endorsed by any individual player or manager" (or some such other
               form as may be agreed in writing by FAPL in advance); and without
               prejudice to the generality of the above the Licensee agrees that
               where  individual  Players  are  depicted  upon  any  Promotional
               Materials it shall ensure (without  prejudice to FAPL's rights of
               approval  as set out at clause 3) that (to the  extent  available
               space  reasonably  permits)  not less than four (4)  Players  are
               depicted upon each unit of such Promotional Materials.  Where the
               said  Promotional  Materials  are packets for Stickers  Miniature
               Stickers or Trading  Cards the number of Players which must be so
               depicted  upon each  unit  shall be not less than two (2) and the
               same two (2)  Players  shall not  appear on more than 50% of such
               units


 6.  Consideration

     6.1  In  consideration  of the grant of the rights granted pursuant to this
          Agreement the Licensee agrees to pay to FAPL

         6.1.1 by way of  payment  of the total  Minimum  Guarantee  payable  by
               Licensee to FAPL which shall be in no way refundable or repayable
               but shall be  recoupable  pursuant  to clause 6.7 only the sum of
               (pound)[INFORMATION   SUBJECT   TO   REQUEST   FOR   CONFIDENTIAL
               TREATMENT] payable by installments of (pound)[INFORMATION SUBJECT
               TO REQUEST FOR  CONFIDENTIAL  TREATMENT] on each 1 November and 1
               April respectively  during the Term commencing on 1 November 2004
               with the last installment to be paid on 1 April 2007

         6.1.2 Royalties  upon any and all  Sales of  Stickers  in  packet  form
               within  the United  Kingdom  and Eire the  following  percentages
               based on Sales in any one Season

               6.1.2.1 upon the Net Sales  Value of Sales of Stickers of up to a
                       total value of (pound)[INFORMATION SUBJECT TO REQUEST FOR
                       CONFIDENTIAL  TREATMENT]  a  sum  equal  to  [INFORMATION
                       SUBJECT  TO  REQUEST  FOR  CONFIDENTIAL  TREATMENT]   per
                       centum) thereof and

               6.1.2.2 upon the Net Sales  Value of Sales of Stickers of a total
                       value of between  (pound) [INFORMATION SUBJECT TO REQUEST
                       FOR  CONFIDENTIAL  TREATMENT]  and  (pound)  [INFORMATION
                       SUBJECT  TO  REQUEST  FOR  CONFIDENTIAL  TREATMENT] a sum
                       equal to [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL
                       TREATMENT] per centum) thereof and

               6.1.2.3 upon the Net Sales  Value of Sales of Stickers of a total
                       value of more than (pound)[INFORMATION SUBJECT TO REQUEST
                       FOR CONFIDENTIAL TREATMENT] a sum  equal to  [INFORMATION
                       SUBJECT  TO  REQUEST  FOR   CONFIDENTIAL  TREATMENT]  per
                       centum) thereof  PROVIDED  THAT each  of the total values
                       referred to in this clause 6.1.2  shall for the  purposes
                       of this clause 6.1.2  be increased for each year  of this
                       Agreement after the first by the corresponding  amount of
                       any increase in the RPI over  the previous  year  and for
                       this  purpose each  year shall  run from  1 October to 30
                       September   and  "RPI"   means  the  retail  price  index
                       currently issued by the UK Government from  time to  time
                       or any successor index thereto
<PAGE>
         6.1.3 Royalties  upon the Net Sales Value of the total Sales of Trading
               Cards in packet form within the United  Kingdom and Eire in a sum
               equal  to  [INFORMATION   SUBJECT  TO  REQUEST  FOR  CONFIDENTIAL
               TREATMENT] per centum) thereof

         6.1.4 Royalties  upon  the  Net  Sales  Value  of the  total  Sales  of
               Stickers  and/or  Trading Cards in packet form outside the United
               Kingdom  and  Eire in a sum  equal  to  [INFORMATION  SUBJECT  TO
               REQUEST FOR CONFIDENTIAL TREATMENT] per centum) thereof

         6.1.5 Royalties  upon the Net Sales Value of Sales of  Stickers  and/or
               Trading  Cards in any form other than  packet  form (in each case
               where the same is expressly  permitted  by FAPL  pursuant to this
               Agreement and including by way of example and without  limitation
               in tins boxes or uncut sheets)

               6.1.5.1 of a total value of up to (pound)[INFORMATION  SUBJECT TO
                       REQUEST FOR CONFIDENTIAL TREATMENT]  in a  sum  equal  to
                       [INFORMATION   SUBJECT  TO   REQUEST   FOR   CONFIDENTIAL
                       TREATMENT] per centum) thereof and

               6.1.5.2 of a total value of more than (pound)[INFORMATION SUBJECT
                       TO REQUEST FOR CONFIDENTIAL TREATMENT]  in a sum equal to
                       [INFORMATION   SUBJECT  TO   REQUEST   FOR   CONFIDENTIAL
                       TREATMENT] per centum) in respect of any such Sales which
                       take  place  in   [INFORMATION  SUBJECT  TO  REQUEST  FOR
                       CONFIDENTIAL   TREATMENT]   and   in  a   sum   equal  to
                       [INFORMATION   SUBJECT   TO  REQUEST   FOR   CONFIDENTIAL
                       TREATMENT] per centum) in respect of any such Sales which
                       take place in any other part of the world

         6.1.6 Royalties  upon the Net Sales Value of the total Sales of Binders
               in  a  sum  equal  to   [INFORMATION   SUBJECT  TO  REQUEST   FOR
               CONFIDENTIAL TREATMENT] per centum) thereof

         6.1.7 Royalties  upon  the  Net  Sales  Value  of the  total  Sales  of
               Miniature  Stickers  and/or  Miniature  Albums  in a sum equal to
               [INFORMATION  SUBJECT TO REQUEST FOR CONFIDENTIAL  TREATMENT] per
               centum)  thereof  (and for the  avoidance of doubt such Net Sales
               Value  shall be  inclusive  of any sum  payable in respect of the
               element of bubble  gum  incorporated  in the  packets of the said
               Miniature Stickers)

     6.2  The  Licensee  shall  within  thirty (30) days after each  Quarter Day
          furnish to FAPL a complete and accurate statement showing

         6.2.1 the  volume  and Net Sales  Value of Sales of  Licensed  Articles
               during  such  Quarter  and to date  broken  down  in such  manner
               (including but not limited to as set out at clause 6.2.2) as FAPL
               may stipulate

         6.2.2 the number  title  price  format and  territory  of units sold or
               otherwise distributed by or on behalf of the Licensee

         6.2.3 the  Licensee's   estimate  of  Net  Sales  Value  of  Sales  and
               Royalties for the following Quarter

         6.2.4 any other  information  reasonably  requested by FAPL or which is
               customary  for the Licensee to supply to licensors in the same or
               similar  relationships  as that which the  Licensee has with FAPL
               under this  Agreement

               Following the commercial  release of the first Licensed  Articles
               each statement shall be furnished to FAPL as aforesaid whether or
               not any Licensed Articles have been Sold during such period. Upon
               presentation  of the statement FAPL shall issue an invoice to the
               Licensee  who shall then  arrange  payment to be made  subject to
               clause 6.6 within  fifteen (15) days of receiving  such  invoice.
               Receipt by FAPL of any of the  statements  furnished  pursuant to
               this Agreement or of any sums paid  hereunder  shall not preclude
               FAPL from questioning the correctness  thereof at any time and in
               the event that any inconsistencies in such statements or mistakes
               in payments are  discovered  they shall  immediately be rectified
               and the appropriate  payments made to FAPL. Subject to clause 6.6
               a final  payment  shall be made and  statement  furnished  within
               thirty (30) days after the next Quarter Day following termination
               in  accordance  with  clause 15 or the  expiry of the Term as the
               case may be. For the  avoidance of doubt  Royalties  shall accrue
               under this  Agreement upon the earlier of the date of shipment by
               the  Licensee or the date of invoice by the Licensee and shall be
               included  within the statement for the Quarter  during which such
               date occurred

               PROVIDED ALWAYS THAT

               The Licensee  shall have the right to withhold from Royalties due
               to FAPL in  relation  to any  Quarter  a  reserve  not to  exceed
               [INFORMATION  SUBJECT TO  REQUEST  FOR  CONFIDENTIAL  TREATMENT]%
               ([INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL  TREATMENT] per
               centum)  of Royalties due on the Licensee's cumulative Sales made
               on a "sale or return"  basis up to the end of such Quarter  which
<PAGE>
               reserve  shall be  liquidated  and adjusted by payment to FAPL of
               all sums owing by way of Royalties  upon Sales  actually made and
               not  returned  to  the  Licensee  such  payment  to  be  made  in
               accordance with this Agreement  within nine (9) months  following
               the month in which such  reserve  was created and in any event no
               later than  fifteen  (15)  months  after the launch  date for the
               collection  of Trading  Cards  Miniature  Stickers or Stickers in
               question or by the end of March in the year following such launch
               whichever  date is later.  All sales of  Licensed  Articles  made
               through  direct mail and/or via the  internet  shall be deemed to
               have been sold on a  non-returnable  basis  and  accordingly  the
               Licensee shalt not maintain reserves with respect to such Sales

     6.3  If the  Licensee  fails either in whole or in part to make any payment
          due  hereunder by the due date  interest  shall be charged by FAPL and
          compounded on each Quarter Day on the outstanding  amount at a rate of
          [INFORMATION   SUBJECT  TO  REQUEST   FOR   CONFIDENTIAL   TREATMENT]%
          ([INFORMATION  SUBJECT  TO REQUEST  FOR  CONFIDENTIAL  TREATMENT]  per
          centum)  per annum  above the base rate from time to time  charged  by
          Barclays  Bank plc from the due date as  aforesaid  until such date as
          payment of such amount is received in cleared funds by FAPL

     6.4  All sums  payable  hereunder  are  exclusive  of Value Added Tax which
          where  appropriate  shall be paid by the  Licensee in  addition.  FAPL
          shall  deliver to the Licensee an invoice  within  fourteen  (14) days
          after receipt of funds from the Licensee

     6.5  The Licensee  acknowledges  that it shall have no right to set off any
          debts  owed to it by FAPL  against  any  payments  due from it to FAPL
          hereunder nor any right to any refund  recoupment or other recovery in
          respect of any payments made by it to FAPL hereunder  other than under
          the proviso to clause 6.2 and under clause 6.7

     6.6  All  sums  due to FAPL  pursuant  to this  Agreement  shall be paid on
          presentation  by FAPL of its invoice as provided  for by clause 6.2 by
          pre-paid  electronic  transfer at the Licensee's expense to an account
          of FAPL to be notified to the Licensee at least ten (10) clear working
          days  before  the due date for  payment  so that such  payment  can be
          requisitioned by the Licensee in time to enable the account of FAPL to
          receive cleared funds by the due date

     6.7  The  Licensee  shall be entitled to recoup the  Royalties  out of sums
          paid by way of the Minimum  Guarantee (being the sums payable pursuant
          to clause 6.1.1 only) with the intention  that the Licensee  shall pay
          Royalties exceeding the Minimum Guarantee only to the extent that such
          Royalties  are  generated  through  Sales  over the  duration  of this
          Agreement.  The Minimum  Guarantee shall be paid to FAPL in accordance
          with the  terms  of this  Agreement  upon the due  dates as set out at
          clause 6.1.1 and thereafter  the Licensee shall be entitled  itself to
          retain  the  Royalties  otherwise  payable to FAPL but only until such
          time as it shall have  recouped the entirety of the Minimum  Guarantee
          paid  and  payable  pursuant  to  this  Agreement  from  this  source;
          thereafter  Royalties must be paid in accordance  with clauses 6.1 and
          6.2

     6.8  Amounts  invoiced or received  by the  Licensee in foreign  currencies
          will be deemed converted into pounds sterling at the relevant exchange
          rate as  published  by  Barclays  Bank plc for the date of  invoice or
          receipt as appropriate

     6.9  No Royalty is payable for Sales of Stickers or Trading Cards  supplied
          by the  Licensee  pursuant to a Children's  Mail  Service  operated in
          substantially  the same  manner as that by which it  currently  allows
          customers to complete their collections  (details of which are set out
          at Schedule 5) being a service whereby Stickers can be supplied by the
          Licensee upon request by mail order at a nominal price only in numbers
          to each collector of not more than 15% of the total number of Stickers
          comprised in the Stickers and Albums for that Season and/or of Trading
          Cards in the Trading Card Collection for that Season respectively

7.   Accounting Records and Rights of Inspection

     7.1  The  Licensee  agrees to keep  accurate  books of account  and records
          covering all transactions  relating to this Agreement and the Licensed
          Articles  (including  without  limitation any distribution of Licensed
          Articles  described  at  clause  14.3) and FAPL  shall  have the right
          (itself  or  through  such firm of  accountants  as FAPL may choose to
          appoint from time to time) no more than twice in any one calendar year
          and on ten (10) business  days' notice in writing to examine such that
          such  payment can be  requisitioned  by the Licensee in time to enable
          the account of FAPL to receive cleared funds by the due date books and
          records at the principal  place of business of the Licensee during the
          Licensee's  regular  business hours and shall have full access thereto
          for the said purpose and for the purpose of making extracts therefrom.
          If such  inspection  reveals  that  the  Licensee  has  underpaid  any
          Royalties the Licensee shall on demand  account for such  underpayment
          (together  with  interest  in  accordance  with clause 6.3) and if the
          Licensee  has  underpaid  such  Royalties by a factor of 3% (three per
          centum) or more of those due under the most recent  statement or under
<PAGE>
          the  statements for the period covered by the audit the Licensee shall
          in addition reimburse the reasonable cost of such audit and such audit
          shall not count as one of the two audits to which FAPL is  entitled in
          each calendar year

     7.2  All books of account  and  records  referred to in clause 7.1 shall be
          kept  available  for at least two (2) years  after  expiry or  earlier
          termination  of this  Agreement or any renewal hereof and the Licensee
          agrees to permit  inspection  thereof by FAPL during such two (2) year
          period in accordance with clause 7.1


8.   Intellectual Property

     8.1  FAPL and/or any of the Clubs may in its absolute  discretion take such
          steps to obtain trade mark registrations in respect of the Property as
          it may deem necessary

     8.2  The  Licensee  agrees to include on the  Albums  and  Binders  and the
          Miniature  Albums and the  packets in which the  Stickers  and Trading
          Cards and Miniature Stickers are sold and/or any Promotional Materials
          featuring any of the Property

         8.2.1 the following  copyright  notice "(C) (In the F.A. Premier League
               logo) The F.A. Premier League Limited [(Year)]" and

         8.2.2 an  appropriate  trade marks  notice  whenever the FAPL Marks the
               Club Logos  and/or the F.A.  Marks are used For the  purposes  of
               this clause 8.2 an appropriate trade marks notice shall mean, the
               symbol TM or the symbol as  notified  to the  Licensee by FAPL in
               advance of production of the Licensed  Articles.  Such  copyright
               and trade mark  notices as FAPL may  reasonably  stipulate  shall
               also appear on the opening page of any Album or  Miniature  Album
               or in such other place as the parties may agree

     8.3  The  parties  hereby  agree  that to the extent  sponsorship  has been
          procured  for FAPL  and/or any Clubs  and/or  Players  and/or  Players
          Photographs  and/or which is reflected in or otherwise  relates to the
          Players  Photographs  or other  Property  the  Licensee  shall carry a
          discreet acknowledgement of such sponsorship and if required a logo of
          such sponsor in the title pages or in such other place in any Album or
          Miniature  Album as FAPL may  reasonably  stipulate  provided that the
          same  is  not  used  to  promote  the  goods  and/or  services  of any
          Competitor

     8.4  The  Licensee  acknowledges  that as between FAPL and the Licensee all
          copyright  trade marks and any other  intellectual  property rights in
          the  Property  and  the  words  "Premier  League  " and  "Premiership"
          together  with any goodwill  attaching  thereto  shall remain the sole
          property of FAPL

     8.5  As regards  all  copyrights  in relation  to and  associated  with the
          Licensed  Articles  (save only in the Topps  Name and Logo  and/or the
          Property and/or any Authorised  Photographs) and the related packaging
          labelling   promotional   advertising   display  or  other   materials
          (including  without  limitation the artwork statistics text and layout
          of the  Licensed  Articles  and the design and format of the  Licensed
          Articles and the Promotional  Materials)  together with any items text
          materials  photographs artwork or components of such materials created
          or used at any time by the Licensee  pursuant to rights  granted to it
          by FAPL at any time prior to the date of this  Agreement (all together
          the  "Materials")  the Licensee hereby agrees that to the extent it is
          or becomes at any time and/or by any means entitled to ownership of or
          other rights in connection with such copyright  (wherever in the world
          such  copyright may now or in future  subsist) that  copyright  and/or
          those  rights shall be owned  jointly by the  Licensee  and FAPL.  The
          Licensee  hereby  agrees that it will take all steps and do all things
          reasonably  practicable  to ensure that any and all  copyright  in the
          Materials  becomes  vested in the  Licensee  and thus  jointly  in the
          Licensee and FAPL in accordance  with this clause 8.5 and shall do all
          things and execute all documents  reasonably necessary to perfect such
          grant of joint copyright to FAPL upon FAPL's  request.  FAPL in return
          hereby grants back to the Licensee a licence thereof necessary for the
          Licensee to discharge its obligations or to enjoy the rights expressly
          granted to it pursuant to this Agreement. For the avoidance of doubt

         8.5.1 nothing  herein shall prevent the Licensee  using any  underlying
               works or concepts in relation to any  products  outside the scope
               of this  Agreement  notwithstanding  that those works or concepts
               have been  developed in relation to the  Materials  provided that
               use of such  works  does not  result in  reproduction  (wholly or
               substantially) of any Licensed Articles and/or any Materials

         8.5.2 Neither  the  Licensee  nor  FAPL  shall  use any of the  artwork
               designs Authorised  Photographs  Approved Text or other component
               part of the  Licensed  Articles  and/or  any part or parts of the
               Promotional  Materials  and/or the  Materials  for so long as any
               relevant  copyright  subsists therein without the written consent
               of the other
<PAGE>
     8.6  FAPL hereby agrees that it will use  reasonable  endeavours to procure
          the waiver (to such extent only that the same is  necessary  to enable
          the  Licensee  to  discharge  its  obligations  or to enjoy the rights
          expressly granted to it pursuant to this Agreement) by all appropriate
          persons of any and all moral  rights (as defined at Chapter IV of Part
          I of Copyright  Designs and Patents Act 1988 or equivalent  provisions
          under the laws of any other jurisdiction) in any Players'  Photographs
          and in any Property.  The Licensee  agrees that it will use reasonable
          endeavours to procure the waiver (to such extent only that the same is
          necessary to enable FAPL to discharge its  obligations or to enjoy the
          rights  expressly  granted to it  pursuant to this  Agreement)  by all
          appropriate  persons  of any and all  moral  rights  in any  Materials
          (other than the Players' Photographs or any Property)

     8.7  As  between  the  Licensee  and  FAPL  the  Property  and  any and all
          trademarks  copyrights  and  other  proprietary  rights  in and to the
          Property are exclusively  owned reserved and/or controlled by FAPL and
          any and all  intellectual  property rights or other rights in the same
          which  may at any  time  accrue  to the  Licensee  shall  inure to the
          benefit of and are hereby assigned together with the goodwill attached
          thereto to FAPL

     8.8  FAPL shall have the right to  terminate  this  Agreement  in the event
          that the Licensee  asserts any rights in or to the Property other than
          as set forth herein.  Nothing  contained in this Agreement nor the use
          by the Licensee of the Property  will give the Licensee any  ownership
          interest in any such  trademark  logo copyright or trade name of FAPL.
          The Licensee shall not by virtue of this Agreement obtain or claim any
          right title or interest in or to the Property except the rights of use
          as are specifically set forth herein

     8.9  Without  prejudice  to the  other  provisions  of this  Agreement  the
          Licensee   undertakes  to  develop   manufacture   package  store  and
          distribute  the Licensed  Articles in  accordance  with  standards and
          specifications  of  quality  no less than  those  which  the  Licensee
          applies in its  business in  collectable  stickers  and  trading  card
          products  immediately  prior to the date of release  of such  Licensed
          Articles.  FAPL  shall  have the right no more  than  twice in any one
          calendar  year and upon  reasonable  notice in writing to inspect  the
          premises or factories of the Licensee or any Person  granted the right
          to  manufacture  produce  or store  the  Licensed  Articles  where the
          Licensed  Articles  are  manufactured  or stored  for the  purpose  of
          satisfying  itself that the Licensed  Articles are being  manufactured
          and stored in accordance with the terms of this Agreement

     8.10 The  Licensee  shall use  reasonable  endeavours  to  ensure  that all
          Licensed Articles sold offered for sale distributed or delivered under
          this  Agreement are  accompanied  by  appropriate  explanations  notes
          and/or instructions (including in languages other than English if Sale
          offer for sale  distribution or delivery is to take place in countries
          where  English is not the first  language for such  instructions)  and
          warnings and precautions (including health warnings if any) concerning
          use of the  Licensed  Articles  and/or  (in the case of the  Miniature
          Stickers and Albums  Collection) in respect of the bubble gum or other
          products included in the packets in which the same are sold

     8.11 the  Licensee  shall  provide or procure the  provision of to the same
          extent  as it does  for  its  other  collectable  stickers  and  cards
          products  appropriate  technical  information and customer support for
          the  Licensed  Articles  (including  but not  limited to  support  for
          customers in completing  their  collections of such nature as FAPL and
          the Licensee may from time to time agree) and  appropriate  warranties
          for the Licensed Articles for consumers

     8.12 The Licensee  shall ensure the following  notice appears on the Albums
          Miniature  Albums and Binders  and the  packets in which the  Stickers
          Miniature   Stickers   and  Trading   Cards  are  sold   "Unauthorised
          reproduction  of any part of this product is  prohibited" or some such
          other similar notice as utilised by the Licensee for other products

     8.13 The  Licensee  shall if so  reasonably  requested by FAPL from time to
          time provide FAPL with details of its efforts adequately to secure the
          Licensed Articles against unauthorised use copying and access


9.   Indemnity and Limitation of Liability

     9.1  The Licensee  hereby agrees fully and  effectively to indemnify and to
          keep  indemnified  FAPL  against and hold it harmless  from all claims
          actions loss or liability direct indirect and consequential  losses of
          whatever  nature  (including but not limited to reasonable  legal fees
          but excluding pure economic loss) arising out of

         9.1.1 any  alleged  unauthorised  use of any patent  process  copyright
               and/or trade marks  (including  but not limited to the  Property)
               idea method or device used by the License in connection  with the
               Licensed  Articles  and/or the Promotional  Materials  and/or the
               Materials save where such use is pursuant to FAPL's authorisation
<PAGE>
         9.1.2 any use of and/or alleged  defects in the Licensed  Articles (and
               in the case of the Miniature  Stickers and Albums  Collection any
               bubblegum or other products  included in the packets in which the
               same  are  sold)  and/or  the  Promotional  Materials  or  out of
               instructions for use of the Licensed Articles (and in the case of
               the  Miniature  Stickers and Albums  Collection  any bubblegum or
               other  products  included  in the  packets  in which the same are
               sold)  or lack of the  same  (including  without  limitation  all
               public and product liability)

     9.2  If any claim or threat of action  (including  without  limitation  any
          originating  process in any  proceedings  arbitration or other process
          ("Proceedings"))  in respect of which FAPL seeks indemnity pursuant to
          clause 9.1 is received by or comes to the notice of FAPL FAPL shall as
          soon as  practicable  give or  procure  to be  given  to the  Licensee
          written  notice of the same and shall make no comment or  admission to
          any third party in respect  thereof.  Such notice shall be accompanied
          by a copy of the relevant document(s)

     9.3  Save to the extent that the Proceedings  relate to the Property in any
          way (in which event FAPL shall have sole  discretion as to what action
          if any is to be taken subject only to the provisions of clause 12)

         9.3.1 FAPL shall allow the  Licensee  to have  conduct on its behalf of
               any  litigation  or  settlement  negotiations  in relation to any
               Proceedings in respect of which FAPL seeks indemnity  pursuant to
               clause 9.1 and

         9.3.2 if so requested  in writing by the Licensee  FAPL shall take such
               action as the Licensee may reasonably  request (with the Licensee
               to  reimburse  FAPL's  reasonable  expenses in so doing) to avoid
               dispute resist appeal compromise or defend such Proceedings

     9.4  This clause and clauses 9.5 to 9.9  inclusive  set out the  Licensee's
          entire  liability  (including any liability for the acts and omissions
          of its employees agents and sub-contractors) to FAPL in respect of

         9.4.1 any  breach of its  contractual  obligations  arising  under this
               Agreement and

         9.4.2 any  representation or tortious act or omission including without
               limitation  for  negligence  arising under or in connection  with
               this  Agreement  save only in respect of those matters  expressly
               stated  in this  clause 9 of this  Agreement  to give  rise to an
               obligation set out therein of the Licensee to indemnify FAPL

     9.5  Any act or  omission  on the  part of the  Licensee  or its  employees
          agents or  sub-contractors  falling  within clause 9.4 above shall for
          the  purpose  of this  clause 9 be known as an  "Event  of  Licensee's
          Default"

     9.6  The  Licensee's  liability to FAPL for death or injury  resulting from
          its own negligence or that of its employees agents or  sub-contractors
          shall not be limited

     9.7  Save as set out at clause 9.1 and subject to the  provisions of clause
          9.6  and 9.8  the  Licensee's  entire  aggregate  liability  howsoever
          arising  and of  whatever  nature in  respect of any and all Events of
          Licensee's  Default of whatever nature and howsoever  arising shall be
          limited to the  payments  it is obliged  to make to FAPL  pursuant  to
          clause  6.1  (should  it fail to pay the same) and over and above such
          payments the additional sum of (pound)[INFORMATION  SUBJECT TO REQUEST
          FOR CONFIDENTIAL TREATMENT]

     9.8  Without  prejudice to clause 9.1 the Licensee shall not (to the extent
          permitted  by  law) be  liable  to FAPL in  respect  of any  Event  of
          Licensee's Default for loss of profits goodwill or any type of special
          indirect or  consequential  loss or damage  (including  loss or damage
          suffered  by FAPL as a result of an action  brought by a third  party)
          save to the extent that such loss was  reasonably  foreseeable  or the
          Licensee had been advised of the  possibility  of FAPL  incurring  the
          same

     9.9  This clause and clauses 9.10 to 9.13  inclusive  set out FAPL's entire
          liability  (including  any liability for the acts and omissions of its
          employees agents and sub-contractors) to the Licensee in respect of

         9.9.1 any  breach of its  contractual  obligations  arising  under this
               Agreement and

         9.9.2 any  representation or tortious act or omission including without
               limitation for negligence  arising under,  or in connection  with
               this  Agreement  save only in respect of those matters  expressly
               stated herein or in any  subsequent  agreement in writing to give
               rise to an  obligation  set out therein of FAPL to indemnify  the
               Licensee

     9.10 Any act or  omission  on the part of FAPL or its  employees  agents or
          sub-contractors  falling within clause 9.9 above shall for the purpose
          of this clause 9 be known as an "Event of FAPL's Default"
<PAGE>
     9.11 FAPL's  liability to the Licensee for death or injury  resulting  from
          its own negligence or that of its employees agents or  sub-contractors
          shall not be limited

     9.12 Subject to the  provisions  of 9.11 and 9.13 FAPL's  entire  aggregate
          liability  howsoever  arising and of whatever nature in respect of any
          and all Events of FAPL's  Default  of  whatever  nature and  howsoever
          arising  shall be  limited  to the  aggregate  amount  of the  Minimum
          Guarantee  payable  pursuant to clause  6.1.1 which FAPL has  actually
          received from the Licensee as at the date of any such liability to pay
          being agreed or determined by a court of competent jurisdiction

     9.13 FAPL  shall  not (to the  extent  permitted  by law) be  liable to the
          Licensee in respect of any Event of FAPL's Default for loss of profits
          goodwill  or any type of special  indirect  or  consequential  loss or
          damage  (including loss or damage suffered by the Licensee as a result
          of an action  brought by a third  party)  save to the extent that such
          loss  was  reasonably  foreseeable  or FAPL bad  been  advised  of the
          possibility of the Licensee incurring the same


10.  Licensee's Warranties and Undertakings

     10.1 The Licensee hereby warrants and undertakes to FAPL that it shall

          10.1.1 not adopt or use any other marks drawings symbols emblems logos
                 designations or names confusingly  similar  to the  Property or
                 the F.A. Marks

          10.1.2 not  during  the Term do or  suffer to be done any act or thing
                 which will in any way alter harm misuse or bring into disrepute
                 impair  or  adversely  affect  the  Property  or the rights and
                 interests of FAPL  and/or the Clubs and/or the F.A.  and/or the
                 Players  therein  nor use the Property  in any manner likely to
                 cause harm to the goodwill attached thereto or to the F.A.Marks

          10.1.3 not during the Term  exercise  the  rights  granted  under this
                 Agreement  nor use the  Property  in any  manner  which  in the
                 reasonable opinion of FAPL is  prejudicial to the image of FAPL
                 the F.A. the Clubs the  Players or the good name of football in
                 general

          10.1.4 not  without  the prior  written  consent of FAPL engage in any
                 joint  exploitation  of  or  otherwise  enter  into  any  joint
                 marketing  or  promotion  in  relation  to the  rights  granted
                 hereunder  with  any  third    party  whatsoever  or  otherwise
                 associate any Licensed Articles or the Property  with any third
                 party's  products or services (including  but not limited to by
                 featuring  within  any  Licensed  Article  any  advertising  or
                 message on a representation of a perimeter board  at a  Stadium
                 or otherwise save by the representation  of the Clubs' sponsors
                 as stipulated  by FAPL  as part of the  Authorised Photographs)
                 PROVIDED THAT  this sub-clause shall in no way restrict Sale or
                 promotion in marketing materials used by the Licensee generally
                 of the Licensed  Articles together  with other  products of the
                 Licensee  AND  FURTHER  THAT  the   proposed   promotional  and
                 marketing arrangements set out at Schedule 1 shall be deemed to
                 have the prior written consent of FAPL subject to FAPL's rights
                 of approval  in all  respects  as set  out in  clause 3 of this
                 Agreement. The Licensee shall disclose fully and fairly to FAPL
                 all  material terms of any offer or proposal made in connection
                 with  any  joint  exploitation  or  marketing  or  promotion in
                 relation to the rights granted  hereunder with  any third party
                 whether proposed by Licensee  or received by it  (including but
                 not  limited  to  all  financia l terms   and/or  consideration
                 provisions) prior to seeking any such consent of FAPL

          10.1.5 not do or  omit  to do any  thing  which  might  undermine  the
                 validity of the FAPL Marks the Club Logos and/or the F.A. Marks
                 as registered trade marks

          10.1.6 not make any  representation  or give any warranty on behalf of
                 FAPL nor  create  any  expense  hargeable to FAPL or  otherwise
                 pledge the credit of FAPL

          10.1.7 if so requested by FAPL

               10.1.7.1 enter   into  an   undertaking   on   terms   reasonably
                        satisfactory to FAPL that it will comply with such terms
                        and conditions  regarding  the use of the  Property  and
                        the F.A. Marks as may reasonably be required by FAPL

               10.1.7.2 execute and deliver at FAPL's expense a registered  user
                        agreement  in  relation  to  the  use  of the F.A. Marks
                        and/or the  FAPL Marks  and/or the  Club Logos in a form
                        satisfactory  to FAPL  if such  agreement  is in  FAPL's
                        reasonable  opinion  necessary  or  desirable to protect
                        the F.A.'s  position  in relation  to the  F.A. Marks or
                        FAPL's  position  in relation to the  FAPL Marks  or the
                        Clubs position in relation to the Club Logos
<PAGE>
               10.1.7.3 supply to FAPL the date of first release of the Licensed
                        Articles in each country in the Territory

          10.1.8 not  hold  itself  out  as a  supplier  to  FAPL  or  otherwise
                 associate  itself with  FAPL except strictly in accordance with
                 and subject to the terms of this Agreement

          10.1.9 procure  that  the  Licensed  Articles  (and in the case of the
                 Miniature Stickers and Albums Collection any bubblegum or other
                 products included  in the  packets in which  the same are sold)
                 comply with high  industry  safety  standards applicable in the
                 Territory to the manufacture distribution  and/or sale of goods
                 of the nature  of the  Licensed  Articles  (and in  the case of
                 the Miniature Stickers and Albums Collection  any  bubblegum or
                 other products included in the  packets  in which  the same are
                 sold) (notwithstanding that compliance  with  any such standard
                 or code may not be compulsory by law) and that the  Promotional
                 Materials comply with all applicable  advertising  codes in the
                 Territory

         10.1.10 use its  reasonable  endeavours  at all times before and during
                 the Term to  safeguard  the  security  of   all stocks  of  the
                 Licensed Articles  under  its  possession  or control or in the
                 possession  or control of its  manufacturers and to ensure that
                 no such stocks are  distributed to  any third  party  otherwise
                 than in accordance with the terms of this Agreement

         10.1.11 feature  in each  of the  Stickers and Albums and  the  Trading
                 Card  Collection  and  in  the  Miniature Stickers  and  Albums
                 Collection in respect of each Season all of the Clubs  (and not
                 only some of the Clubs) which are  members of FAPL at the start
                 of the Season  in respect  of which  the said Licensed Articles
                 are released  and all on the same basis and  to the same extent
                 in accordance with the terms of this Agreement

       10.1.12 throughout the Term  produce advertise  market promote  and offer
               for sale  the  complete range  of  Licensed  Articles  throughout
               the United Kingdom  and Eire and shall use its  discretion  as to
               how and the extent  to which   it markets Licensed Articles else-
               where in  the  Territory   making  where  appropriate  translated
               and/or  alternate versions for  territories  whose English is not
               the first  or main  language spoken.  Without   prejudice  to the
               foregoing   the  Licensee   shall    use  reasonable   endeavours
               consistent  with  the   Licensee's  business  judgment and normal
               practices to maximise the Sales of and revenue from  the Licensed
               Articles so as at least to exceed in  itspayment of Royalties the
               Minimum Guarantee (including but not limited to the  manufacture,
               maintenance and supply of sufficient stocks of  Licensed Articles
               to meet  demand)  and shall   give  priority  to  developing  the
               following territories as markets  [INFORMATION SUBJECT TO REQUEST
               FOR CONFIDENTIAL TREATMENT]  PROVIDED THAT the Licensee shall not
               be obliged to  market or sell  Licensed  Products  in  any of the
               said  territories or in any other  territory  outside  the United
               Kingdom and  Eire unless  FAPL has  provided  to it an  indemnity
               without limit in terms of amount  against the consequences of any
               alleged  invalidity of  the  Property or  alleged infringement of
               any third party  rights by  its use  of the  Property in a manner
               consistent  with this  Agreement  within the relevant  territory.
               Nothing in  this clause shall have the effect of obliging FAPL to
               provide any such indemnity

       10.1.13 effect and maintain  adequate  insurance  (including  for product
               liability  and errors  and omissions)  to remain  in place for at
               least twelve (12) months after the last  distribution  or sale of
               Licensed  Articles  under  this  Agreement  with FAPL named as an
               additional insured thereon and not as a named insured and provide
               evidence of the policy and of the cover note to FAPL upon request
               in writing

       10.1.14 obtain  all  necessary  third  party  consents  and/or   licences
               (including any  copyright licences)  required in  connection with
               the Licensed Articles (and in the case of the Miniature  Stickers
               and Albums Collection any bubblegum or other products included in
               the packets in which the same are sold)  (including in connection
               with the development  manufacture sale distribution  promotion or
               delivery thereof)

       10.1.15 ensure  that  nothing  in  the   Licensed   Articles  (and  where
               applicable  in the  case of the  Miniature  Stickers  and  Albums
               Collection nothing in any bubblegum or other products included in
               the  packets in which the same are sold)  and/or the  Promotional
               Materials and/or the Materials shall be

               10.1.15.1 illegal in any part of the world  in which the same are
                         or are to be used or

               10.1.15.2 in breach of any applicable generally accepted industry
                         standards  in any part of the  world in  which the same
                         are or are to be used or
<PAGE>
               10.1.15.3 obscene or

               10.1.15.4 blasphemous  and/or insulting to any religion or system
                         of belief or

               10.1.15.5 defamatory of any person or

               10.1.15.6 likely to bring FAPL and/or any Club or any  subsidiary
                         or holding company of any Club or any subsidiary of any
                         holding company of any Club (in each case as defined by
                         s736 of the Companies Act 1985 as amended)  and/or  any
                         officer employee or director of FAPL and/or of any such
                         company into disrepute or

               10.1.15.7 likely to bring  FAPL  and/or  FIFA UEFA  the  Football
                         League Limited the F.A. and/or any other governing body
                         of football and/or the game of football into disrepute

               10.1.15.8 of a nature which  infringes the copyright  trade marks
                         patents designs registered  design rights in respect of
                         databases rights in respect of passing off moral rights
                         or other intellectual property rights  of any nature of
                         any person anywhere in the world


11.  FAPL's Warranties

     11.1 FAPL hereby undertakes and warrants to the Licensee that

        11.1.1 it is fully  entitled  to enter into this  Agreement and to grant
               the rights granted hereunder to the Licensee

        11.1.2 it  is  or will  procure  that  it  becomes  the  sole  owner  or
               controller  or valid  licensee (to the extent  necessary to grant
               the rights  granted  hereunder)  of the  Property  and the Player
               Photographs  and in  particular  but  without  limitation  to the
               foregoing  has been licensed by the Clubs to  sub-license  to the
               Licensee  such  rights  in the  Club  Designs  as may be owned or
               controlled by the Clubs

        11.1.3 it is and will  remain  entitled to procure  (in accordance  with
               its  rules  from  time to time)  compliance  by the Clubs and the
               Players  with  the  commitments  made  on  their  behalf  in this
               Agreement  particularly  (but without  limitation) in relation to
               the provisions on  exclusivity  set out in clause 4 and shall use
               best endeavours  (short of litigation) to procure such compliance
               promptly  upon  being  so  requested  by the  Licensee.  For  the
               avoidance  of doubt it is hereby  agreed that  failure by FAPL to
               secure such compliance and in particular compliance with clause 4
               shall be a breach of its obligations under this Agreement

        11.1.4 the  exercise  by  the  Licensee  of  the  rights  granted  to it
               pursuant to this Agreement as provided in this Agreement will not
               infringe the rights of any third party

        11.1.5 the terms of  this  Agreement  shall  apply  mutatis  mutandis in
               respect of Clubs  promoted to the  Premiership  from time to time
               during  Seasons  after the  2004/2005  season (or  relevant  part
               thereof  if less  than a  complete  Season  prior  to  expiry  or
               termination of this Agreement)

     11.2 For the  avoidance of doubt FAPL gives no warranty that FAPL the Clubs
          or the  Licensee  shall  have  any  entitlement  to use in any way the
          images and/or the name fame likeness or other attributes of any Player
          save only as  expressly  set out in this  Agreement  and the  Licensee
          shall  make no use of the same save as  expressly  authorised  by FAPL
          either in this Agreement or as otherwise authorized in writing


12.  Infringement

     12.1 In the event that any third  party  infringes  or attempts to infringe
          any rights  acquired  by the  Licensee  hereunder  during the Term the
          Licensee  shall  inform  FAPL  of  such   infringement   or  attempted
          infringement  as soon as the  relevant  facts are known to it. If FAPL
          decides  (in  its  absolute  discretion)  that  proceedings  shall  be
          commenced  the  Licensee  shall  at the  request  of  FAPL  and at the
          Licensee's  own  expense  give  full   co-operation  and  provide  all
          information  and  assistance to FAPL as FAPL may  reasonably  consider
          necessary.  If FAPL decides not to commence  proceedings  the Licensee
          shall not have any right to do so in its own name or otherwise whether
          pursuant  to  sections  30  or 31 of  the  Trade  Marks  Act  1994  or
          otherwise.  FAPL  shall bear the costs of any such  proceedings  (save
          only the  Licensee's  costs of assistance  therewith as set out above)
          and shall be entitled to retain any  recovery  therefrom to cover such
          costs any balance being divided between the parties in accordance with
          the Royalty percentages as set out in this Agreement
<PAGE>
     12.2 If at any time  during the Term the  Licensee  becomes  aware that any
          other Person alleges that the use of the Property infringes any rights
          of another  party the  Licensee  shall  immediately  give to FAPL full
          particulars in writing  thereof and shall make no comment or admission
          to any third party in respect thereof.  FAPL will in consultation with
          the Licensee take such steps as it considers  reasonably  necessary to
          defend any such  allegation but shall not be obliged to take any steps
          if it decides in its absolute discretion not to do so

     12.3 In the event that any third  party  infringes  or attempts to infringe
          any rights of the Licensee in  connection  with the Licensed  Products
          (not  being  rights  acquired  by the  Licensee  hereunder  and/or the
          Materials)  during the Term FAPL shall  inform  the  Licensee  of such
          infringement  or attempted  infringement as soon as the relevant facts
          are known to it. If the  Licensee  decides that  proceedings  shall be
          commenced  FAPL  shall  at the  request  of  the  Licensee  give  full
          co-operation  and  provide  all  information  and  assistance  to  the
          Licensee  as the  Licensee  may  reasonably  consider  necessary.  The
          Licensee  shall  bear the  costs of any  such  proceedings  (including
          FAPL's reasonable costs of assistance  therewith as set out above) and
          shall be entitled to retain any recovery therefrom

     12.4 If at any time  during  the Term  FAPL  becomes  aware  that any other
          Person alleges that the use of the Topps Name and Logo in the Licensed
          Articles  infringes any rights of another party FAPL shall immediately
          give to the Licensee  full  particulars  in writing  thereof and shall
          make no comment or  admission  to any third party in respect  thereof.
          The  Licensee  will in  consultation  with FAPL take such  steps as it
          considers reasonably necessary to defend any such allegation but shall
          not be  obliged  to take  any  steps  if it  decides  in its  absolute
          discretion not to do so

     12.5 In the event that any third  party  infringes  or attempts to infringe
          any  rights  in or in  connection  with the  Materials  which  are the
          subject matter of joint copyright  hereunder during the Term or at any
          time thereafter until the expiry of all relevant  copyrights any party
          which  becomes  aware  of the  same  shall  inform  the  other of such
          infringement  or attempted  infringement as soon as the relevant facts
          are known to it. If either party ("the first  party")  decides (in its
          absolute  discretion)  that  proceedings  shall be  commenced it shall
          notify the other ("the second  party") in writing of that decision and
          the second  party (in the event that it does not agree  terms with the
          first party to participate as joint claimant in the said  proceedings)
          shall at the  request of the first  party give full  co-operation  and
          provide all information and assistance to the first party as the first
          party may reasonably  consider  necessary.  The first party shall bear
          the  costs of any  such  proceedings  (including  the  second  party's
          reasonable  costs of assistance  therewith as set out above) and shall
          be entitled to retain any recovery therefrom

     12.6 If at any time  during  the Term or at any time  thereafter  until the
          expiry of all relevant  copyrights either party becomes aware that any
          other  Person  alleges  that the use of the  Materials  which  are the
          subject of joint copyright  hereunder  infringes any rights of another
          party that party shall  immediately give to the other full particulars
          in writing thereof and shall make no comment or admission to any third
          party in respect thereof.  The parties will in consultation  with each
          other take such steps as they consider reasonably  necessary to defend
          any such  allegation  and in the  event  of any  dispute  between  the
          parties  as to any  action to be taken  neither  party  shall make any
          admission or compromise any proceedings  arising  therefrom or fail to
          take any step to defend any such allegation and/or proceedings arising
          therefrom  without first giving  written  notice to the other party of
          their intention to do so such notice to be given in sufficient time to
          give the notified party the  opportunity to take such action as it may
          reasonably consider  appropriate to restrain such admission compromise
          or failure to act.  For the  avoidance  of doubt the  contents of this
          clause shall be without prejudice to the Licensee's indemnity given to
          FAPL pursuant to clause 9.1 and any  indemnity  given by FAPL pursuant
          to clause 10.1.12


13.  Confidentiality

     13.1 Neither FAPL nor the Licensee shall disclose to any third party (other
          than professional advisers and the Clubs) any confidential information
          relating  to the  business  or future  plans of the other party at any
          time acquired during the existence of this Agreement save in so far as
          such  information  has come into the public domain through no fault of
          the recipient or its agents or employees or its disclosure is required
          by law or by other  regulatory  authorities such as any stock exchange
          to which  either party is subject.  No reference  shall be made to the
          terms of this  Agreement  other  than its  existence  by either  party
          hereto in any advertising  publicity or Promotional  Material  without
          the prior consent of the other which consents may be given or withheld
          in the absolute  discretion of the parties  hereto.  The parties agree
          that without prejudice to the generality of the foregoing in the event
          that it is  necessary  to enforce any rights  granted  pursuant to the
          same or to take any step  against the other  and/or  against any third
          party in  proceedings  to which this Agreement is relevant the parties
<PAGE>
          shall  have  the  right  to  make  reference  to and to  exhibit  this
          Agreement in full or part as reasonably required but where appropriate
          the party so making  reference or exhibiting the same shall  endeavour
          to seek to do so  without  disclosing  the sums  payable  pursuant  to
          clause 6.1 where such an omission is reasonable appropriate and proper
          and does not in any way compromise the interests of that party


14.  Distribution and Promotion of Licensed Articles

     14.1 The  Licensee  and its  distributors  shall  only  sell  the  Licensed
          Articles either to bona fide independent  wholesalers or retailers for
          resale or by the  Licensee's own  distribution  directly to the public
          (including  without  limitation  by such  methods as mail order or for
          distribution  of physical  product only via the internet) in all cases
          in the course of normal  trading and in particular  (but not by way of
          limitation)  shall not within  England sell or distribute the Licensed
          Articles to hawkers  peddlers  street  vendors or to any Person (other
          than  commercial  partners  of the  Licensee  with the  prior  written
          consent of FAPL not to be unreasonably withheld) intending to use them
          for  publicity  purposes  whether  as gifts or  otherwise.  Should the
          Licensee  wish to  undertake  distribution  or  Sale  of the  Licensed
          Articles by any method or means not hereby  authorised  (including but
          not  limited  to sale in forms or  formats  other  than in  packets as
          referred to at clause 6.1.5) the Licensee shall notify FAPL in writing
          accordingly and shall furnish FAPL with  particulars of the Licensee's
          proposals concerning such distribution or sale to which FAPL shall not
          withhold its consent unreasonably.  For the avoidance of doubt nothing
          in this clause shall override FAPL's discretion to withhold consent to
          Licensed Articles or Promotional Materials pursuant to clause 3

     14.2 The Licensee  shall  provide to FAPL free of charge  twenty-five  (25)
          complimentary  copies of complete versions of each of the Stickers and
          Albums and the Trading Card Collection and the Miniature  Stickers and
          Albums  Collection in respect of each Season within fourteen (14) days
          of the first commercial  distribution of such Licensed  Article.  FAPL
          shall  have the right to buy  further  copies  of each  such  Licensed
          Article  from the  Licensee at cost price for itself and for the Clubs
          provided that the Clubs shall not offer or permit or do anything which
          might allow others to offer such  Licensed  Articles for re-sale.  For
          the  avoidance of doubt (a) such  Licensed  Articles may be offered at
          charity  auctions  run by the  Clubs  and (b)  Royalties  will  not be
          payable  by the  Licensee  on such Sales to the Clubs  which  shall be
          generally disregarded for the purposes of clause 6

     14.3 [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

     14.4 Prior to launching  the  Licensed  Articles for any Season (and at the
          Licensee's or FAPL's  reasonable  request at any time  thereafter) the
          Licensee and FAPL shall discuss the Licensee's proposed marketing plan
          for the Licensed Articles for the Season in question and shall discuss
          how FAPL's own activities can be coordinated  with such marketing plan
          to best support the sale of Licensed Articles


15.  Duration and Termination

     15.1 This Agreement shall commence subject to the terms of clause 15.5 upon
          1 June 2004 and  shall  continue  for a period  of three (3)  calendar
          years  until  the  third  anniversary  thereof  unless  it is  earlier
          terminated in accordance with this clause 15

     15.2 Either party may terminate  this  Agreement  without  prejudice to its
          other  remedies  forthwith  by notice in  writing to the other to take
          effect on the date  specified in the notice on or after the occurrence
          of any of the following events

        15.2.1 if the other is in material  breach  of this  Agreement  provided
               that if the breach is capable of remedy the notice  shall only be
               given if the party in breach  shall  not have  remedied  the same
               within  fifteen  (15)  days  of  receipt  of  notice  in  writing
               specifying the breach and requiring it to be remedied

        15.2.2 if the other  party takes  any steps  (including  but not limited
               to convening any meeting of  creditors)  with a view to proposing
               or  proposes  or  makes  or  enters  into  any   arrangement   or
               composition  with or for the benefit of its creditors  (including
               any voluntary  arrangement as defined in the  Insolvency  Act) or
               negotiations  or  proceedings  are  commenced  with a view to the
               general  readjustment or  re-scheduling of all or any part of the
               liabilities of such other
<PAGE>
        15.2.3 if a supervisor  receiver administrator  administrative  receiver
               or  other  encumbrancer  takes  any  step  with a view to  taking
               possession  of or is appointed  over or any person takes any step
               to levy enforce upon or sue on or any distress execution or other
               process is levied or enforced (and is not discharged within seven
               days) upon the whole or any substantial part of the assets of the
               other

        15.2.4 if the other  ceases or  threatens to cease to  carry on business
               or is or  becomes  unable  to pay or  suspends  or  threatens  to
               suspend  making  payments  of its debts  within  the  meaning  of
               Section 123 of the Insolvency Act

        15.2.5 if a  petition is  presented  or a  meeting is  convened  for the
               purpose of  considering a resolution or other steps are taken for
               the making of an  administration  order  against the other and/or
               the winding-up bankruptcy or dissolution of the other

     15.3 FAPL may  terminate  this  Agreement  without  prejudice  to its other
          remedies forthwith by notice in writing to the Licensee to take effect
          on the date specified in the notice

        15.3.1 if the  Licensee  is  in  material  breach  of clause  6.1 or 6.2
               provided that if the breach is capable of remedy the notice shall
               only be given if the  Licensee  shall not have  remedied the same
               within (notwithstanding clause 15.2) seven (7) days of receipt of
               notice in writing  specifying  the breach and  requiring it to be
               remedied

        15.3.2 if the  Licensee  fails to effect  or maintain in place  adequate
               insurance in  accordance  with clause  10.1.13  provided that the
               termination  notice  shall only be given if the  Licensee has not
               remedied  the same  within  seven (7) days of receipt of a notice
               specifying the breach and requiring it to be remedied

        15.3.3 in the event of any  change in  ownership  or  control  over more
               than 50% (fifty per  centum) of the shares of the  Licensee  save
               where this is for  purposes of corporate  re-organization  within
               the Licensee's group of companies

        15.3.4 in the circumstances set out at clause 8.8

     15.4 Where FAPL is entitled to  terminate  for breach of any  provision  of
          this  Agreement  which  requires  FAPL to  give  its  approval  to the
          Licensee  or obliges the  Licensee  to comply  with the  discretionary
          requirements  of FAPL it shall not  terminate  unless (a) the Licensee
          has failed within a reasonable time to take reasonable steps to remedy
          the  breach  and/or  (b) the  Licensee  can be shown to have  wilfully
          disregarded  requirements  of  FAPL  already  known  to it  (including
          without  limitation  where FAPL has given express  written notice on a
          previous  occasion  making it clear that such  actions are contrary to
          its requirements)

     15.5 In the event that the  agreement  between  FAPL and the Licensee of 28
          February 2001 ("the Prior  Agreement") is terminated for any reason by
          either party or otherwise  comes to an end for any reason prior to its
          expiry by effluxion of time FAPL may by notice in writing  served upon
          the  Licensee  at any time  following  the  termination  of the  Prior
          Agreement  and  before the  commencement  of the Term  terminate  this
          Agreement with immediate effect  notwithstanding  that the Term of the
          same has not yet  commenced and upon service by FAPL of such notice in
          such  circumstances  this  Agreement  shall have no effect  whatsoever
          between FAPL and the Licensee


16.  Effect of Expiry or Termination

     16.1 On  expiry of the Term of this  Agreement  or on  termination  of this
          Agreement by the Licensee in accordance  with clause 15.2 the Licensee
          shall  (subject  as   hereinafter   provided)  have  the  right  on  a
          non-exclusive  basis to distribute or cause to be  distributed  and/or
          sell the balance of any  Licensed  Articles  (save only the  Miniature
          Stickers and Albums Collection) already manufactured or in the process
          of manufacture at the time of such expiry or termination  for a period
          of [INFORMATION  SUBJECT TO REQUEST FOR  CONFIDENTIAL  TREATMENT] from
          the date of such expiry or  termination.  On expiry of such period the
          Licensee  shall  (as  FAPL  may  at  its  discretion   direct)  either
          immediately  destroy  or procure  the  destruction  of the  balance of
          Licensed Articles and Promotional Material then remaining in stock and
          furnish to FAPL a certificate in a form  acceptable to FAPL evidencing
          such destruction or return the same to FAPL without charge to FAPL and
          in accordance with FAPL's reasonable  instructions.  For the avoidance
          of doubt the Licensee  shall continue to comply with the provisions of
          clause 6.1 and 6.2 during any such sell-off period.  The right granted
          to the  Licensee  pursuant  to this clause 16.1 shall not apply in the
          event that this Agreement is terminated by FAPL prior to expiry of the
          Term
<PAGE>
     16.2 To the extent that the Licensee is not able to dispose within the said
          sell-off  period  referred  to at clause 16.1 or 16.6 of any stocks of
          Licensed Articles and/or  Promotional  Material then held or forthwith
          upon  termination of this Agreement by FAPL in accordance  with clause
          15.2 or 15.3 the Licensee shall not be entitled  thereafter to dispose
          of any stocks of Licensed Articles and/or  Promotional  Materials then
          held and FAPL shall have the immediate right to

        16.2.1 take  possession  of such stocks and  sell or distribute the same
               in whatever  manner it sees fit PROVIDED THAT it shall account to
               the  Licensee  for amounts  recovered  by it through such sale or
               distribution  in excess of (i) the amounts  that would  otherwise
               have been  payable to FAPL by the Licensee  under this  Agreement
               had  such  stocks  been  sold by the  Licensee  and  (ii)  FAPL's
               reasonable  expenses incurred in its sale or distribution of such
               stocks or

        16.2.2 require the  Licensee by notice  in writing  forthwith  either to
               destroy  or  procure  the  destruction  of the  balance  of  such
               Licensed Articles and/or  Promotional  Material then remaining in
               stock or in the  process  of  manufacture  and  furnish to FAPL a
               certificate  in  a  form   acceptable  to  FAPL  evidencing  such
               destruction  or to return the same to FAPL without  charge and in
               accordance with FAPL's reasonable instructions

     16.3 For the  avoidance  of  doubt  the  provisions  set out in  clauses  1
          (Interpretation) 6 (Consideration)  7.2 (Accounting for Royalties) 8.5
          (Joint   Copyright)  9  to  11   (Indemnities   and   Warranties)   12
          (Infringement) 13 (Confidentiality) 15 (Termination) and 16 (Effect of
          Expiry  of   Termination)  17  (Assignment   and   Sub-Licensing)   20
          (Illegality)  21 (Entire  Agreement) 22 (Waivers  Remedies  Cumulative
          Amendments etc) 23 (Costs) 24 (Notices) and 25 (Governing Law) of this
          Agreement  shall  survive  expiry of the Term or  earlier  termination
          hereof

     16.4 On termination of this Agreement by FAPL all Royalties accrued and not
          paid by such date shall become immediately due and payable to FAPL and
          FAPL shall not be obliged to reimburse  the Licensee for any Royalties
          already paid by the Licensee

     16.5 On termination of this Agreement the Licensee shall (and shall procure
          that persons acting under its control and/or any of its  sub-licensees
          hereunder shall) as soon as practicable  cancel to the extent required
          so to do in order to comply with the Licensee's obligations under this
          clause  16 all  orders  placed  with  or by  third  parties  for or in
          connection  with the  Licensed  Articles  and shall  execute  all such
          documents and do all such acts as may be required by FAPL or any third
          part for the purpose of cancelling any registration of the Licensee as
          a  Registered  User or licensee of the  Property the FAPL Marks and/or
          the  Club  Logos  (or any  part  thereof)  and in the  event  that the
          Licensee  fails to  execute  any such  document  or do such act within
          seven (7) days of any request in writing from FAPL the Licensee hereby
          irrevocably  appoints and authorises FAPL to execute or do the same on
          the Licensee's behalf as its agent

     16.6 On  expiry  of the Term or on  termination  of this  Agreement  by the
          Licensee in accordance with clause 15.2 the Licensee shall (subject as
          hereinafter  provided)  have  the  right on a  non-exclusive  basis to
          distribute or cause to be  distributed  and/or sell the balance of any
          items  forming part of the  Miniature  Stickers and Albums  Collection
          already  manufactured  or in the process of manufacture at the time of
          such expiry or termination  for a period of three (3) calendar  months
          from the date of such expiry or termination.  On expiry of such period
          the  Licensee  shall  (as FAPL may at its  discretion  direct)  either
          immediately  destroy  or procure  the  destruction  of the  balance of
          Miniature  Stickers and/or Miniature  Albums and Promotional  Material
          relating  to the same then  remaining  in stock and  furnish to FAPL a
          certificate in a form acceptable to FAPL  evidencing such  destruction
          or return the same to FAPL  without  charge to FAPL and in  accordance
          with FAPL's  reasonable  instructions.  For the avoidance of doubt the
          Licensee  shall  continue to comply with the  provisions of clause 6.1
          and 6.2  during any such  sell-off  period.  The right  granted to the
          Licensee  pursuant  to this  clause  16.6 shall not apply in the event
          that this Agreement is terminated by FAPL prior to expiry of the Term


17.  Assignment and Sub-Licensing

     17.1 The Licensee hereby  contracts with FAPL as agent for any sub-licensee
          to whom the  Licensee  may  grant any  right to  manufacture  Licensed
          Articles.  In the event of any such grant all references herein to the
          Licensee  (save in this  clause)  shall be deemed to be or to  include
          references to such sub-licensee.  For the avoidance of doubt the grant
          of any such  right to any  sub-licensee  shall not  remove  any of the
          Licensee's  obligations to FAPL under this Agreement.  Subject thereto
          the  Licensee  shall not  assign or  sub-license  the  benefit of this
          Agreement  without the prior consent in writing of FAPL to be given or
          withheld in its absolute  discretion  save that such consent shall not
          be  unreasonably  withheld  where  the  Licensee  wishes  to assign or
<PAGE>
          sub-license its rights and obligations to a company which is a holding
          company of the Licensee a  subsidiary  of the Licensee or a subsidiary
          of a holding  company of the Licensee  (and for this purpose the terms
          "subsidiary" and "holding  company" shall have the meaning ascribed to
          them in Sections 736 and 736A of the Companies Act 1985)


18.  Address for Payment

     18.1 All sums payable hereunder shall be paid by the Licensee to FAPL or as
          FAPL  shall  from time to time  otherwise  direct in  writing  and all
          consents  approvals and notices required  hereunder shall be requested
          of or  given  to FAPL  at its  address  aforesaid  unless  FAPL  shall
          otherwise so notify the Licensee


19.  No Partnership

     19.1 Nothing  in this  Agreement  shall  be  construed  as  constituting  a
          partnership or joint venture between the parties hereto


20.  Illegality

     20.1 If any provision or term or term of this Agreement  shall become or be
          declared illegal invalid or unenforceable for any reason whatsoever in
          any  jurisdiction  such term or provision shall be divisible from this
          Agreement in such  jurisdiction and shall be deemed to be deleted from
          this  Agreement  provided  always that if such deletion  substantially
          affects or alters the  commercial  basis of this Agreement the parties
          shall  negotiate in good faith to amend and modify the  provisions and
          terms  of this  Agreement  as may be  necessary  or  desirable  in the
          circumstances.  For  the  avoidance  or  doubt  a  declaration  in one
          jurisdiction   shall   not   affect   the   validity   lawfulness   or
          enforceability of that provision in any other jurisdiction

21.  Entire Agreement

     21.1 This Agreement sets out the entire agreement and understanding between
          the parties in relation to the  transactions  hereby  contemplated and
          supersedes all previous agreements and arrangements  between them with
          regard to such  transactions.  Neither  party may rely on any warranty
          agreement  representation  or statement which is not expressly set out
          in this Agreement

22.  Waivers Remedies Cumulative Amendments etc

     22.1 No failure or delay by either party in  exercising  any right power or
          privilege  under this Agreement  shall operate as a waiver thereof nor
          shall any  single or  partial  exercise  by either  party of any right
          power or  privilege  preclude  any  further  exercise  thereof  or the
          exercise of any other right power or privilege

     22.2 The  rights  and  remedies  herein  provided  are  cumulative  and not
          exclusive of any rights and remedies provided by law

     22.3 No  provision  of  this  Agreement  may  be  amended  modified  waived
          discharged  or  terminated  otherwise  than  by  the  express  written
          agreement of the parties hereto nor may any breach of any provision of
          this Agreement be waived or discharged except with the express written
          consent of the party not in breach


23.  Costs

     23.1 Each of the parties shall be responsible for its respective  legal and
          other costs incurred in relation to the  negotiation  preparation  and
          signature of this Agreement


24.  Notices

     24.1 Any notice or demand to be given  under this  Agreement  shall be duly
          given if

          24.1.1 delivered personally or

          24.1.2 mailed by first class  pre-paid  mail to the address  stated in
                 this Agreement of the party to be served which notices shall be
                 deemed to have arrived in due course of post or
<PAGE>
          24.1.3 sent by facsimile  to the  addressee's  number  notified to the
                 sender by the  addressee or recorded in any  official  index of
                 facsimile numbers which notices shall be deemed to have arrived
                 on the date of transmission if  transmitted  not later than one
                 hour before  close of  business at the  addressee on a business
                 day or otherwise on the next business day provided  the  sender
                 receives confirmation of successful transmission


25.  Governing Law

     25.1 This Agreement  shall be governed by English law and the parties agree
          to submit to the non-exclusive jurisdiction of the courts of England


IN WITNESS  whereof the parties have duly  executed  this  Agreement the day and
year first above written


SIGNED by, for and on behalf of )
THE FOOTBALL ASSOCIATION        )               /s/ Richard Scudamore
PREMIER LEAGUE LIMITED                          ---------------------



SIGNED by, for and on behalf of )               /s/ Christopher Rodman
TOPPS EUROPE LIMITED                            ----------------------