AMENDMENT NO. 3 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Agreement") is made and
entered into as of this 20th day of June, 1997 among THE TOPPS COMPANY, INC., a
Delaware corporation ("Borrower"), NATIONSBANK, N.A., a national banking
association formerly known as NationsBank, N.A. (Carolinas), each other lender
signatory hereto (each individually, a  "Lender" and collectively, the
"Lenders"), and NATIONSBANK, N.A., a national banking association formerly known
as NationsBank, N.A. (Carolinas), in its capacity as agent for the Lenders (in
such capacity, the "Agent");

                              W I T N E S S E T H:

         WHEREAS,  the  Borrower, the Lenders and the Agent have entered into a
Credit  Agreement dated as of June 30, 1995, as amended pursuant to that certain
Amendment  No. 1 to Credit Agreement dated as of June 5, 1996, and as further
amended pursuant to that certain Amendment No. 2 to Credit Agreement dated as of
December 6, 1996 (as amended  hereby and as from time to time further amended,
supplemented or replaced, the "Credit Agreement"), pursuant to which the Lenders
agreed to make certain revolving credit, term loan and letter of credit
facilities available to the Borrower; and

         WHEREAS, the Borrower, the Lenders and the Agent have entered into a
letter agreement dated as of March 26, 1997 (the "Letter Agreement"), which
Letter Agreement temporarily modifies certain terms and conditions of the Credit
Agreement up to and including its date of expiration, June 30, 1997 (the
"Expiration Date"); and

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

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

         1.   Definitions.  Any capitalized terms used herein without 
definition  shall have the meaning set forth in the Credit Agreement.
 
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         2.   Amendment of Definitions.  Subject to the terms and conditions 
set forth herein,  Section 1.1 of the Credit Agreement is hereby amended by 
inserting the following new definition:

                  "Consolidated Capital Stock Repurchase Ratio" means,  
         with respect to the Borrower and its Subsidiaries for any 
         Four-Quarter Period ending on the date of computation thereof,  
         the ratio of (i) Consolidated EBITDA for such period less 
         (without duplication) Capital Expenditures for such period 
         less all income taxes accrued during such period to (ii) the 
         sum of, without duplication, (y) Consolidated Fixed Charges 
         for such period and (z) Share Repurchase Expenditures.

         3.   Amendment of  Definitions.  Subject to the terms and conditions 
set forth herein, Section 1.1 of the Credit Agreement is hereby amended by 
inserting the following new definition:

                  "Share  Repurchase  Expenditures"  means,  with respect
         to the Borrower and its Subsidiaries for any Four-Quarter Period 
         ending on the date of computation thereof,  the aggregate purchase
         price of all repurchases of the Borrower's common capital stock 
         made by the Borrower during such Four-Quarter Period, and made  
         pursuant to Section 10.16 hereof, but in no event to include 
         any such repurchases made prior to March 1, 1997.

         4.   Amendment of Affirmative Covenant of Financial Reports, Etc.  
Subject to the terms and conditions set forth herein, Section 9.1(a) of the  
Credit Agreement is hereby deleted in its entirety and replaced by the 
following:

                  (a) As soon as practical and in any event within 95
         days after the end of each Fiscal Year of the Borrower, deliver 
         or cause to be delivered to the Agent and each Lender (i) 
         consolidated balance sheets of the Borrower and its Subsidiaries,   
         and the notes thereto, consolidating balance sheets of the Borrower  
         and its Principal Subsidiaries, and the notes thereto, the related  
         consolidated and consolidating statements of operations,  
         stockholders' equity and cash flows, and the respective notes 
         thereto, for such Fiscal Year, setting forth in the case of the
         statements comparative

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         financial statements for the preceding Fiscal Year (except with 
         respect to the Fiscal Year ended February 25, 1995), all prepared 
         in accordance with Generally Accepted Accounting Principles applied  
         on a consistent basis and showing the results of operations of eac
         product segment and containing, with respect to the consolidated  
         financial reports, opinions of Deloitte & Touche, L.L.P., or other
         such independent certified public accountants selected by the 
         Borrower and approved by the Agent which approval shall not be
         unreasonably withheld or delayed and shall be deemed given as to
         any "big six" accounting firm, which are unqualified as to the 
         scope of the audit performed and as to the "going  concern"  
         status of the Borrower and without any exception not acceptable  
         to the Lenders, (ii) a certificate of an Authorized Representative
         demonstrating compliance with Sections 10.1, 10.2, 10.3 and 10.4 
         hereof, which certificate shall be in the form of Exhibit K hereto,
         and (iii) a certificate of an Authorized Representative 
         demonstrating the Consolidated Capital Stock Repurchase Ratio 
         and the maximum value of repurchases of the Borrower's common 
         capital stock that the Borrower and its Subsidiaries may make in 
         the next upcoming fiscal quarter under the conditions of 
         Section 10.16 hereof;

         5.   Amendment of Affirmative Covenant of Financial Reports, Etc.  
Subject to the terms and conditions set forth herein, Section 9.1(b) of the 
Credit Agreement is hereby deleted in its entirety and replaced by the 
following:

                  (b) as soon as practical and in any event within 45 
         days after the end of each fiscal quarter (except the last 
         fiscal quarter of the Fiscal  Year), deliver to the Agent 
         and each Lender (i) consolidated balance sheets of the Borrower 
         and its Subsidiaries and consolidating balance sheets of the 
         Borrower and its Principal Subsidiaries, each as of the end of
         such fiscal quarter, and the related consolidated and 
         consolidating statements of operations, stockholders' equity 
         and cash flows for such fiscal quarter and for the period from 
         the beginning of the Fiscal Year through the end of such 
         reporting period, and showing the results of operations of each
         product segment and accompanied by a certificate of an Authorized  

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         Representative  to the effect that such financial statements  
         present fairly the financial position of the Borrower and its  
         Subsidiaries as of the end of such fiscal period and the  
         results of their operations and the changes in their financial
         position for such fiscal period, in conformity with the standards 
         set fort in Section 8.6(a) hereof with respect to interim 
         financials, (ii) a certificate of an Authorized Representative   
         containing the computations for such quarter comparable to that 
         required pursuant to Section 9.1(a)(ii) hereof, (iii) a certificate  
         of an Authorized Representative containing the computations for 
         such fiscal quarter comparable to that required pursuant to 
         Section 9.1(a)(iii) hereof, and (iv) a schedule of licenses,  
         other than Principal Licenses, which have generated more than  
         $10,000,000 in sales during the immediately preceding Four-Quarter
         Period and listing parties thereto and applicable expiration or  
         termination dates, such schedule being delivered for informational
         purposes only and creating no obligation on the Borrower or its 
         Subsidiaries to maintain or preserve the license so listed; 

         6.   Amendment of Negative Covenant of Consolidated Fixed Charge
Ratio. Subject to the terms and conditions set forth herein, Section 10.2 of the
Credit Agreement is hereby deleted in its entirety and replaced by the 
following:

                  10.2.    Consolidated Fixed Charge Ratio.  Permit the 
         Consolidated Fixed Charge Ratio:

                  (i)    as of the end of the Four Quarter Period ending 
                  May 31, 1997 to be less than 1.00 to 1.00;

                  (ii)   as of the end of the Four Quarter Period ending  
                  August 30, 1997 to be less than 0.85 to 1.00;

                  (iii)   as of the end of the Four Quarter Period ending  
                  November 29, 1997 to be less than 1.00 to 1.00;

                  (iv)     as of the end of the Four Quarter Period ending  
                  February 28, 1998 to be less than 0.85 to 1.00;

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                  (v)      as of the end of the Four Quarter Period ending 
                  May 30, 1998 to be less than 1.00 to 1.00;

                  (vi)     as of the end of the Four Quarter Period ending 
                  August  29,  1998 to be less than 1.15 to 1.00;

                  (vii)    as of the end of the Four Quarter Period ending  
                  November 30, 1998 to be less than 1.25 to 1.00;

                  (viii)   as of the end of the Four Quarter Period ending
                  February 27, 1999 and thereafter to be less than 1.35 to 1.00.

         7.   Amendment of the Negative Covenant of Cash Balances.  Subject to 
the terms and conditions set forth  herein, Section 10.4 of the Credit  
Agreement is hereby deleted in its entirety and replaced by the following:

                  10.4.  Cash  Balances.  Permit, at the close of any  
         fiscal quarter, the aggregate amount of cash and cash equivalents  
         of the Borrower and its Subsidiaries on a consolidated  basis, as 
         evidenced in the balance sheets delivered pursuant to Section 
         9.1 hereof, to be less than an amount equal to the amount of 
         any Revolving Loan Outstandings at such time plus $11,500,000 
         (the "Required Cash Balance"); provided, however, that the Required  
         Cash Balance will be reduced to any Revolving Loan Outstandings  
         at such time plus $5,000,000 in the event either (i) the 
         outstanding principal balance of the Term Loan is less than  
         $15,000,000 or (ii) the Consolidated Fixed Charge Ratio is at
         least 1.35 to 1.00 for two consecutive fiscal quarters, provided,
         however, that should the Consolidated Fixed Charge Ratio for any
         quarter thereafter be less than 1.00 to 1.00, the terms of this 
         Section 10.4 shall be in full force and effect as if the  
         requirements of this Section 10.4(ii) had never been met.

         8.   Amendment of Negative Covenant of Indebtedness.  Subject to the 
terms and conditions set forth herein, Section 10.7(h) of the Credit Agreement 
is hereby deleted in its entirety and replaced by the following:

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              (h)   Indebtedness of a Subsidiary represented by an 
         Investment of the Borrower or any Subsidiary in such Subsidiary 
         permitted under Section 10.9 hereof;

         9.   Amendment of Negative Covenant of Investments;  Acquisitions.  
Subject to the terms and conditions set forth herein, Section 10.9(e) of the 
Credit Agreement is hereby deleted in its entirety and replaced by the 
following:

              (e)   loans and advances to Subsidiaries who are not 
         Guarantors by the Borrower or any Guarantor provided (i) the 
         aggregate outstanding principal amount of such loans and advances  
         shall not at any time exceed  $7,000,000 and (ii) all evidence of 
         such Indebtedness or equity investment, including any promissory 
         notes, shall be pledged to the Agent for the benefit of the Lenders.

         10.  Amendment of Negative Covenant of Investments; Acquisitions.  
Subject to the terms and conditions set forth herein, Section 10.9(f) of the 
Credit Agreement is hereby deleted in its entirety and replaced by the 
following:

              (f)   other loans, advances and investments in an aggregate  
         principal amount at any time outstanding not to exceed $7,000,000.

         11.  Amendment of Negative Covenant of Investments; Acquisitions. 
Subject to the terms and conditions set forth herein, the Credit Agreement 
is hereby amended by inserting the following Section 10.9(g):

              (g)   loans, advances to and investments in (i) the Borrower 
         or any Guarantor by the Borrower or any Subsidiary, without 
         limitation and (ii) any Subsidiary who is not a Guarantor by 
         any Subsidiary who is not a Guarantor, without limitation.

         12.  Amendment of Negative Covenant of Restricted Payments.  Subject 
to the terms and conditions set forth  herein, Section  10.16 of the Credit 
Agreement is hereby deleted in its entirety and replaced by the following:

              10.16.  Restricted Payments.  Make any 

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<PAGE>

         Restricted Payments or apply or set apart any of their assets  
         therefore or agree to do any of the foregoing, other than each 
         of the following, providing that at the time thereof and  
         immediately after giving thereto no Default or Event of Default 
         shall exist or occur and be continuing: (i) the negotiated or 
         open market repurchase by the Borrower of shares of its common
         capital stock for an aggregate purchase price not to exceed 
         $8,500,000 ("Permitted Stock Repurchases"), provided that cash 
         balances (other than those derived from proceeds of Loans) are 
         available to fund such purchases, and (ii) additional negotiated 
         or open market repurchase by the Borrower of its common capital  
         stock for an aggregate purchase price in any Fiscal Year not to 
         exceed the positive difference, if any, resulting from subtracting  
         from Excess Cash Flow in the immediately preceding Fiscal Year the 
         amount thereof required to be applied to prepayment of the Term 
         Loan pursuant to Section 2.7(d) ("Remaining Excess Cash  Flow");  
         amounts of Remaining Excess Cash Flow not so expended for such 
         additional stock repurchases in any Fiscal Year (the "Carryover  
         Fiscal Year") may only be so expended in the immediately subsequent 
         Fiscal Year (the "Subsequent Carryover Fiscal Year") to the extent  
         that (y) at the time of such subsequent expenditure, the Borrower  
         has cash and cash equivalents, as evidenced on the balance sheet  
         delivered pursuant to Section 9.1(a) hereof for the Carryover
         Fiscal Year, in an amount equal to the Excess Cash Flow for the
         Carryover Fiscal Year, net of Revolving Loan Outstandings as shown 
         on such balance sheet, plus the amount of Remaining Excess Cash 
         Flow to be so expended for such additional stock repurchases in the 
         Subsequent Carryover Fiscal Year and (z) no violation of Section 
         10.4 hereof will occur as a result of expending such Remaining 
         Excess Cash Flow; provided, however, that at any time the 
         Consolidated Fixed Charge Ratio was less than 1.35 to 1.00 for 
         either of the two immediately previous fiscal quarters, in addition 
         to the foregoing limitations, the following conditions must be met:  
         (A) a purchase of the Borrower's common capital stock may be  
         undertaken only if at the time of such repurchase the Consolidated 
         Capital Stock Repurchase Ratio reported in the most recently 
         delivered certificate prepared pursuant to Sections 9.1(a)(iii) and 

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<PAGE>

         9.1(b)(iii) is at least 1.00 to 1.00, and (B) the total aggregate  
         repurchase allowed in any fiscal quarter is limited to 100,000 
         shares not to exceed an aggregate purchase price of $400,000.

         13.  Effectiveness. This Agreement shall become effective as of the 
date hereof upon receipt by the Agent of (a) twelve (12) fully executed  
copies of this Agreement (which may be signed in counterparts) and (b) an 
amendment fee in the amount of $59,312.50 paid in immediately available funds  
and to be distributed by the Agent to the Lenders based on their Applicable  
Commitment Percentages.

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

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

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

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

         15.  Entire Agreement.  This Agreement sets forth the entire  
understanding and agreement of the parties hereto in relation to 

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<PAGE>

the subject matter hereof and supersedes any prior negotiations and agreements 
among the parties relative to such subject matter.

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

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

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

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

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

         21.  Effect on Letter Agreement.  As of the effective date of this
Agreement, as set forth in paragraph 8 above, the Letter Agreement will expire
immediately  and will no longer have any force or effect whatsoever,
notwithstanding the Expiration Date or any other terms or conditions contained
in the Letter Agreement.

                            [Signature page follows.]


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

                                    BORROWER:

                                    THE TOPPS COMPANY, INC.


                                     By:________________________________
                                     Name: _____________________________
                                     Title:_____________________________



                                     AGENT:

                                     NATIONSBANK, N.A., as Agent for the Lenders


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________


                                     LENDERS:

                                     NATIONSBANK, N.A.

                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________


                                     CHASE  MANHATTAN  BANK (as  successor  in 
                                     interest to Chemical Bank)


                                     By: _______________________________
                                     Name:______________________________
                                     Title:_____________________________

                                     
                            [Signature Page 1 of 3]




<PAGE>

                                     FLEET BANK N.A. (formerly known as 
                                     Natwest Bank, N.A.)


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________


                                     THE BANK OF NEW YORK


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________

                                                     
                                     CREDITANSTALT CORPORATE FINANCE, INC.


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________


                                     THE SUMITOMO BANK LIMITED, CHICAGO BRANCH


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________


                                     TORONTO DOMINION (NEW YORK), INC.


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________


                             [Signature Page 2 of 3]

<PAGE>

                                     THE MITSUBISHI BANK, LIMITED-
                                     NEW YORK BRANCH


                                     By:________________________________
                                     Name:______________________________
                                     Title:_____________________________














                            [Signature page 3 of 3]