EXHIBIT 10.1



                                                January 1, 2001



Major League Baseball Properties, Inc.
245 Park Avenue
New York, NY 10167


Gentlemen:

     This letter  amendment (the "2001  Amendment"),  when executed below shall,
with  automatic  effect on January 1, 2001 (the  "Effective  Date"),  extend and
further  amend the  license  agreement  dated as of  January  1, 1969 (the "1969
Agreement"),  as heretofore  amended on April 2, 1974, May 18, 1977,  August 23,
1982,  August 25, 1983,  November 20, 1985,  June 25, 1990,  August 16, 1990 and
September 28, 1995, between Major League Baseball  Properties,  Inc. ("MLBP") on
its own behalf and as  authorized  agent of the  Office of the  Commissioner  of
Baseball (the "BOC"), the American and National Leagues of Professional Baseball
Clubs (the  "Leagues")  and their  member clubs (the  "Baseball  Clubs") and The
Topps Company, Inc. ("Topps"), as set forth below. The 1969 Agreement,  together
with all prior  amendments  and this 2001  Amendment  is  sometimes  referred to
herein  as the  "License  Agreement".  For  ease of  reference,  certain  of the
provisions of the  amendments  prior to this 2001  Amendment  have been restated
below without  modification,  so that upon the Effective Date, all amendments to
the 1969 Amendment that are in effect throughout the term of this 2001 Amendment
are  reflected  in this 2001  Amendment.  The parties  hereto do hereby agree as
follows:

     1.   The term of the  License  Agreement  shall  be  extended  through  and
          including December 31, 2004, unless earlier terminated pursuant to its
          terms.

     2.   The License Agreement is amended by deleting in its entirety Paragraph
          1 in the 1969 Amendment and replacing it with the following:

          "1. MLBP hereby  licenses  Topps for the term of the 2001 Amendment to
          use the Major League Baseball  silhouetted  batter logo (and any other
          logo owned by MLBP during such  term),  and the names and  insignia of
          each of the BOC, the Leagues and the Baseball Clubs (collectively, the
          "Insignia"):

          (a)  as a part of the uniforms of baseball players shown

               (i)  in baseball  player  picture cards  ("Trading  Cards") to be
                    sold either alone or in combination  with chewing gum of any
                    kind ("Topps Products"),

               (ii) in baseball  player  photographs  reproduced  as pictures on
                    materials  other  than  Trading  Cards,  including,  but not
                    limited to,  player  pictures on  conventional  (non-glossy)
                    paper  stock,  smaller  than 5 x 7 inches  in size  ("Player
                    Pictures"),  to  be  sold  (A)  in  combination  with  Topps
                    Products,  and (B)  alone if  substantial  sales are made by
                    Topps of Topps  Products  sold in  combination  with  Player
                    Pictures  reflecting  a bona fide  effort by Topps to market
                    the Player  Pictures in combination  with Topps Products and
                    so long as such efforts and sales continue,


<PAGE>


               (iii)in baseball  player,  photographs  reproduced as posters not
                    larger  than 20 x 12 inches in size  (and  when  folded  not
                    larger than 28 square inches in size) ("Player Posters"), to
                    be sold in combination with Topps Products.

               (iv) in baseball player  photographs  reproduced as gummed stamps
                    or stickers, and accompanying albums ("Player Stickers"), to
                    be sold in combination with Topps Products,

               (v)  in baseball player  photographs  reproduced as wax rub-offs,
                    tattoos and on boxes ("Miscellaneous Reproductions"),  to be
                    sold in combination with Topps Products;

          (b)  as a part of the Topps  Products and the  packaging of such Topps
               Products,  other than on the uniforms of baseball  players shown;
               and

          (c)  in advertising and promotional material reasonably connected with
               the foregoing uses.

                  The Trading Cards, Player Pictures, Player Posters, Player
                  Stickers and Miscellaneous Reproductions are sometimes herein
                  collectively referred to as the "Baseball Items." This license
                  is not exclusive and does not constitute and may not be used
                  so as to imply the endorsement by MLBP, the BOC, the Leagues
                  or the Baseball Clubs of any product of Topps. Topps
                  acknowledges that, during the term of the 2001 Amendment, it
                  shall not use the Insignia on any products other than the
                  Baseball Items and Topps Products and materials related
                  thereto, except as provided hereunder or as otherwise approved
                  by MLBP in writing. In addition, Topps shall use its best
                  efforts to ensure that all Baseball Items and Topps Products
                  will present Major League Baseball in a positive light among
                  children and young adults, consistent with Topps prior and
                  current practice.

     3.   All  references  in the License  Agreement  to Major  League  Baseball
          Promotions  Corporation  shall be  changed  to Major  League  Baseball
          Properties,  Inc.  All  references  in the License  Agreement to Topps
          Chewing Gum, Incorporated shall be changed to The Topps Company, Inc.

     4.   The territory shall continue to be worldwide, subject to the remaining
          provisions of this Paragraph.  However,  prior to (a) any distribution
          or sale by Topps of  Baseball  Items or Topps  Products  in a  country
          other than the United States,  its territories and  possessions,  U.S.
          military bases worldwide., Puerto Rico, or Canada (hereinafter, a "New
          Foreign Jurisdiction"),  or (b) distribution or sale of Baseball Items
          or Topps Products by any entity  directed by, or under agreement with,
          Topps  to sell or  distribute  such  items  and/or  products  in a New
          Foreign  Jurisdiction,  Topps shall  notify MLBP,  in writing,  of the
          intention  of  Topps  or  such  other  entity  to  sell  or  otherwise
          distribute  into any such New Foreign  Jurisdiction,  together  with a
          description  of the Baseball Items and/or Topps Products to be sold or
          distributed,  projected volume of such items to be sold or distributed
          into  such  New  Foreign  Jurisdiction  and  the  name  of  the  Topps
          distributor  for such New Foreign  Jurisdiction.  Topps shall,  to the
          extent  reasonably  practicable,  provide  such notice at least twenty
          (20) days prior to such  distribution  or sale. MLBP shall then notify
          Topps, in writing and within fifteen (15) days of its receipt of Topps
          notice,  as to whether  the  Insignia  have been  registered  with the
          relevant trademark  authorities in such New Foreign  Jurisdiction.  If
          the Insignia have not been so registered, neither Topps nor any entity
          directed by, or under agreement with,  Topps to distribute or sell the
          Baseball  Items or Topps  Products  in such New  Foreign  Jurisdiction
          unless Topps agrees to  indemnify  MLBP,  the BOC, the Leagues and the
          Baseball  Clubs from any third party  trademark or other  intellectual
          property  claims brought as a result of such sales or  distribution in
          such New Foreign Jurisdiction. MLBP shall provide Topps with a list of
          all  countries  in which the  Insignia are  currently  registered,  as
          promptly as reasonably practicable after the date hereof.




                                       2
<PAGE>

5.                During each calendar year of the term of the 2001 Amendment,
                  Topps shall pay to MLBP minimum guarantees, against sales of
                  Baseball Items and Topps Products in the United States, its
                  territories, possessions and military bases worldwide, Puerto
                  Rico and Canada as set forth on Schedule A attached hereto.
                  There shall be no minimum guarantees for any other
                  jurisdiction.

     6.   During each calendar year of the term of the 2001 Amendment commencing
          with the Effective Date,  Topps shall pay to MLBP royalties on the net
          sales of Baseball Items and Topps Products (as those terms are defined
          in Paragraph 1 of the License  Agreement),  as set forth on Schedule A
          attached  hereto.  [information  subject  to  confidential  treatment]
          Notwithstanding  the above,  Topps shall not be entitled to reduce its
          normal  selling price to fund retailer or wholesaler  advertising.  In
          addition,  in the  event  Topps  sells  any  Baseball  Items  or Topps
          Products  at a price less than 50% of its normal  selling  price,  for
          purposes of calculating  the royalty  payable to MLBP, the sales price
          of such item shall be 50% of the normal selling price. For purposes of
          this  Paragraph,  "normal  selling price" shall mean the regular gross
          selling price at the time for that class of trade.  The calculation of
          net sales shall include all items sold by Topps together in its retail
          packs with Baseball Items and Topps Products.  No cost incurred in the
          manufacture,  sale,  distribution,  promotion or  advertisement of the
          Baseball  Items or Topps Products shall be deducted from any royalties
          payable by Topps. The minimum  guarantees  payable  hereunder shall be
          paid as provided  in  Schedule A except to the extent that  cumulative
          payments of royalties for sales in the United States, its territories,
          possessions and military bases worldwide, Puerto Rico and Canada shall
          theretofore  have offset all or a portion of the total of such minimum
          guarantees.  In  addition,  Topps  shall  receive a  dollar-for-dollar
          credit against the minimum guarantee payable during each calendar year
          of the 2001  Amendment  for all  royalties  paid for sales of Baseball
          Items and  Topps  Products  during  that year  outside  of the  United
          States,  its  territories,  possessions and military bases  worldwide,
          Puerto Rico and Canada. Any late payments by Topps shall require Topps
          to pay MLBP,  in addition to the amounts due,  interest at one percent
          (1%) per month or the highest  prime lending rate of Chemical Bank (or
          its  successor)   during  the  period  such  amounts  are  delinquent,
          whichever  is  greater,  on the amounts  delinquent  for the period of
          delinquency,  without  prejudice  to  any  other  rights  of  MLBP  in
          connection therewith. All royalties shall be payable on or by March 15
          of each  year for the  immediately  preceding  calendar  year,  with a
          credit for the minimum  guarantee  theretofore paid for such preceding
          calendar year.

     7.   Topps shall provide to MLBP a merchandise  credit in the form of three
          (3) cases for each product  release of each Baseball :Item during each
          year of the term commencing on or after the Effective Date Topps shall
          ship, at MLBP's direction, such merchandise as MLBP shall request from
          time to time pursuant to the merchandise credit.

     8.   During each  calendar  year of the term,  Topps shall,  subject to the
          parties  agreeing to and executing a mutually  acceptable  sponsorship
          agreement,  participate in the Major League Baseball  All-Star FanFest
          as a participating  sponsor. The sponsorship fee shall be [information
          subject to request for confidential treatment] for each of 2001, 2002,
          2003 and 2004.




                                       3

<PAGE>

     9.   During  each  calendar  year of the term  commencing  on or after  the
          Effective   Date,   Topps  shall   purchase  a  one  page   full-color
          advertisement  in each of Little League Magazine  produced during each
          year of the term commencing on or after the Effective  Date,  provided
          that Topps shall not be  required to spend in excess of  $[information
          subject to request for  confidential  treatment]  in any such year for
          such advertisements.

     10.  During  each  calendar  year of the term  commencing  on or after  the
          Effective  Date,   Topps  shall  give  good  faith   consideration  to
          participating  in at least two  mutually  agreed  upon  MBLP-sponsored
          events (e.g. National Packtime).

     11.  During  each  calendar  year of the term  commencing  on or after  the
          Effective  Date,  Topps shall  spend,  on mutually  agreed upon retail
          initiatives  involving  trading  cards,  the  amount of  $[information
          subject to request for confidential treatment].

     12.  Topps  shall  give  good  faith  consideration  to  participating  in,
          sponsoring and/or supporting certain youth-oriented MBLP
                  events.

     13.  The  following  shall be added to the  License  Agreement  immediately
          after the word "giveaways" in Paragraph 2 of the 1969 Agreement.

          "(except for giveaway programs for sticker albums in a manner designed
          to promote and market Major League  Baseball  sticker  collections and
          approved by MLBP)."

     14.  The License Agreement is amended by deleting in its entirety Paragraph
          5 of the 1969 Letter  Agreement  dated June 25, 1990, and that certain
          1969 Letter Agreement dated August 16, 1990, and replacing it with the
          following:

          "5. It is understood  that the samples to be provided to MLBP by Topps
          pursuant to Paragraph 5 of the License  Agreement  are to be submitted
          for  the  purpose  of  MLBP  approving  the  quality  of the  samples,
          particularly  the accuracy of all  Insignia  used in  connection  with
          baseball Items and Topps Products. [information subject to request for
          confidential treatment]. The term "MLBP business days" as used in this
          Paragraph  shall mean all days on which banks are  authorized to close
          in New York State and other MLBP holiday of which MLBP  advises  Topps
          at least thirty days in advance.

     15.  Topps  shall  comply  with the  guidelines  set forth on Schedule B in
          publishing the Baseball Items and Topps Products.

     16.  On each September 30 of the term after the Effective Date, Topps shall
          submit to MLBP, for MLBP's  information,  Topps marketing  information
          required by Schedule C hereto for the next succeeding calendar year of
          the term.

     17.  Topps  shall  provide  MLBP with notice  (for  informational  purposes
          only), simultaneously with the submissions in Paragraph 14 hereof and,
          whenever  practicable,  in  the  marketing  plans  provided  by  Topps
          pursuant to Schedule C, of any new brand of Baseball  Items  including
          without  limitation,  Trading  Cards,  it intends to publish using the
          Insignia in accordance with the License Agreement.



                                       4

<PAGE>

     18.  Topps hereby agrees to indemnify,  defend and hold MLBP,  the BOC, the
          Leagues  and  the   Baseball   Clubs  and  their   respective   owners
          shareholders, directors, officers, employees, agents, representatives,
          successors and assigns  harmless from any claims,  suits,  damages and
          costs (including  reasonable attorney's fees and expenses) arising out
          of any claim by a third party in  connection  with:  (i) any use of or
          infringement  of  any  trademark,  service  mark,  copyright,  patent,
          process,  method or device by Topps during the term in connection with
          the Baseball Items or Topps Products covered by the License Agreement,
          other  than a use of the  Insignia  as  authorized  under the  License
          Agreement;  (ii) alleged  defects or  deficiencies  arising  during or
          after  the term (A) in  Baseball  Items  published  by or on behalf of
          Topps,  (B) in  Topps  Products  or (C)  in the  wrappings,  packaging
          materials or advertising materials of Topps used or sold in connection
          with the Baseball Items or Topps Products,  or in the use thereof,  or
          false advertising, fraud, misrepresentation or other claims related to
          the  Baseball  Items not  involving a claim of right to the  Insignia;
          (iii) use of the Insignia during the term, other than as authorized by
          the  License  Agreement,  or  any  breach  by  Topps  of  the  License
          Agreement;  (iv)  invasion  of the  right  of  privacy,  publicity  or
          property of, or violation or  misappropriation  of any other rights of
          any third  party  during  the term,  other than as  authorized  by the
          License  Agreement;  (v) libel or  slander  against  any  third  party
          arising  during the term;  and (vi)  agreements or alleged  agreements
          entered   into  Topps  with  a  third   party  for  the   manufacture,
          distribution  or sale of Baseball Items or Topps Product,  provided in
          each case Topps  shall have the option to  undertake  and  conduct the
          defense of any suits  brought and to engage in  settlement  thereof at
          its sole  discretion,  provided  such  settlement  does not impair the
          legal  rights of MLBP.  MLBP shall give  Topps  written  notice of the
          making of any claim or the  institution  of any action  hereunder  and
          MLBP  may,   at  its   option,   participate   in  any   action.   The
          indemnifications hereunder shall survive the expiration or termination
          of the License Agreement.

     19.  MLBP represents and warrants to Topps that it has all necessary rights
          and authority to grant the license  granted  hereunder,  and agrees to
          indemnify  (subject  to  any  indemnification  provided  by  Topps  in
          accordance  with  Paragraph  4 hereof),  defend and hold Topps and its
          stockholders, directors, officers, employees, agents, representatives,
          successors and assigns  harmless from any claims,  suits,  damages and
          costs (including  reasonable attorney's fees and expenses) arising out
          of any claim by a third  party in  connection  with:  (1)  challenges,
          during or after the term, to MI-BP's  authority and power as agent for
          and pursuant to the authority  granted by the BOC, the Leagues and the
          Baseball  Clubs  to  license  the  Insignia  in  connection  with  the
          manufacturing,  distribution,  advertisement  and sale of the Baseball
          Items;  and (ii) Topps  authorized  use of the Insignia as approved by
          MLBP under the License  Agreement  (which  includes,  but shall not be
          limited to, any claims  relating to MLBP's failure or alleged  failure
          to have the right to grant the licenses granted  hereunder),  provided
          in each case that MLBP shall have the option to undertake,  review and
          conduct the defense of any suit so brought and to engage in settlement
          thereof at its sole  discretion,  provided such  settlement  does riot
          impair any legal  rights  which Topps may have  outside of the License
          Agreement.  Topps shall not  institute any suit or action with respect
          to the Insignia against any individual or entity that does not own any
          of the Insignia without first obtaining  MLBP's consent.  Topps agrees
          that it is not entitled to share in any proceeds  received by MLBP (by
          settlement or  otherwise)  in  connection  with any formal or informal
          action relating to the Insignia  brought by MLBP or any other owner of
          any of the  Insignia,  provided  that nothing  contained  herein shall
          limit  Topps  rights to  prosecute  claims to the extent  such  claims
          relate  to Topps own  trademarks,  copyrights  and other  intellectual
          property.  Topps shall give MLBP  written  notice of the making of any
          claim or the institution of any action hereunder and Topps may, at its
          option,   participate   in  any  action.   The   representations   and
          indemnifications hereunder shall survive the expiration or termination
          of the License Agreement.

          Notwithstanding  the  foregoing,  in the case of  Paragraphs 18 and 19
          hereof,  no settlement  should impose a monetary  liability on a party
          without such party's  prior  written  consent,  such consent not to be
          unreasonably withheld.



                                       5

<PAGE>

     20.  Topps agrees that, during the term of the 2001 Amendment:

          (a)  It will not acquire any rights in the Insignia as a result of its
               use under Paragraph 1(b) of the License  Agreement;,  and all use
               of the Insignia  under  Paragraph  1(b) of the License  Agreement
               shall inure to the benefit of MLBP,  the BOC, the Leagues  and/or
               the Baseball Clubs.

          (b)  It will not  directly  attack  the  title of MLBP,  the  Baseball
               Clubs, the Leagues,  and/or the BOC in and to the Insignia or any
               copyright, trademark or service mark pertaining thereto, nor will
               it directly attack the validity of the license granted hereunder.

          (c)  It  will  not  apply  for  any  registration  of  any  copyright,
               trademark, service mark or other designation which would directly
               affect the ownership of the Insignia.

          (d)  It will comply with all laws and regulations applicable to the
                  manufacture, sale or advertising of the Baseball Items and
                  Topps Products and shall comply with the applicable
                  requirements of any governmental agency (including, without
                  limitation, the United States Consumer Safety Commission)
                  which shall have jurisdiction over the Baseball Items and
                  Topps Products.

          (e)  It shall ensure that MLBP,  the  Baseball  Clubs,  official  Club
               and/or MLBP retail stores,  Club in-stadium  concessionaires  and
               the Clubs  belonging to The National  Association of Professional
               Baseball  Leagues  ("NAPBL  Clubs") may obtain Baseball Items and
               Topps  Products,  without regard to the  relatively  small volume
               their orders may represent,  to the extent  supplies last.  MLBP,
               the Clubs and NAPBL Clubs may obtain the Baseball Items and Topps
               Products for their use,  but not for resale,  at the lowest price
               at which Topps sells the Baseball Items and Topps Products.

     21.  The  License  Agreement  is  amended  by  deleting  in their  entirety
          Paragraphs 6, 7 and 8 of the 1969 Agreement as heretofore  effected by
          Paragraph 22 of that Letter Agreement dated September 28, 1995.

     22.  Upon  MLBP's  written  request:,  but not more than  twice  during any
          calendar  year,  Topps shall  provide  MLBP with a written list of the
          name  of  each  third  party  (hereinafter,  a  "Manufacturer"),  both
          domestic  and  foreign,  that  Topps  has used to  produce  any of the
          Baseball Items or Topps Products during the preceding  12-month period
          and those it is currently using or has plans to use. In the event MLBP
          notifies Topps that it has  encountered  difficulties  with respect to
          the unlawful use of the  Insignias  by any such  Manufacturer  (or any
          other  manufacturer which MLBP shall so advise Topps with respect to),
          Topps agrees to give good faith  consideration,  using its  reasonable
          business judgment  exercised in its sole discretion,  as to whether to
          continue to do business with such third party.

     23.  Topps  will not  manufacture,  or  authorize  the  manufacture  of the
          Baseball Items or Topps Products, or accumulate  inventory,  at a rate
          greater than its average rate during the term,  as the end of the term
          approaches.



                                       6


<PAGE>

     24.  Neither  MLBP nor Topps  shall  disclose  any  confidential,  private,
          restricted or otherwise  non-public  information  concerning the other
          (including,  without limitation, Topps marketing plans and the list of
          Manufacturers)  which, it acknowledges,  it may become privy to during
          the term of the 2001  Amendment,  except as required by law and except
          that MLBP may divulge such information to the BOC, the Leagues and the
          Baseball  Clubs,  provided  that the BOC, the Leagues and the Baseball
          Clubs are subject to a confidentiality  agreement with MBLP, and Topps
          is a third-party beneficiary thereof.

     25.  Topps  agrees to obtain,  at its own cost and  expense,  comprehensive
          general liability  insurance  including  product  liability  insurance
          providing  adequate  protection for MLBP, the BOC, the Leagues and the
          Baseball  Clubs  and Topps in an  amount  not less than  $3,000,000.00
          (three million  dollars) per incident or occurrence  (which amount may
          include excess umbrella coverage),  or Topps standard insurance policy
          limits, whichever include excess umbrella coverage), or Topps standard
          insurance policy limits,  whichever is greater,  and with a reasonable
          deductible  in relation  thereto  from an insurance  company  rated at
          least A- by A.M.  Best.  Such  insurance  shall remain in force at all
          times  during  the  license  period and for a period of five (5) years
          thereafter.  Topps  further  agrees that as long as such  insurance is
          available from an insurance company rated at least A- by A.M. Best, to
          obtain  and  maintain  adequate  insurance  covering  claims  of third
          parties  against MLBP, the BOC, the Leagues and the Baseball Clubs and
          Topps,  relating to the matters described in Subparagraphs 18(iv), (v)
          and (vi),  in an amount  equal to the  lesser  of (a)  $1,000,000  per
          incident or occurrence and  51,000;000 in the aggregate,  and (b) such
          amount as may be obtained  for an annual  premium of  525.000.  Within
          thirty  (30) days from the date  hereof,  Topps will  submit to MLBP a
          certificate  of  insurance  naming  MLBP  and the  Baseball  Clubs  as
          additional  insured  parties and requiring  that the insurer shall not
          terminate or materially modify such policy or certificate of insurance
          without  written  notice to MLBP at least  thirty (30) days in advance
          thereof.

     26.  Topps shall  furnish to MLBP complete and accurate  statements  during
          the period  commencing on January 1, 2001 through December 31, 2002 on
          a quarterly basis and during the period  commencing on January 1, 2003
          through December 31, 2004 on a monthly basis, certified to be accurate
          by an officer  on behalf of Topps,  showing  the sales  volume of each
          Baseball Item, gross sales price, itemized deductions from gross sales
          price,  and net sales price of the Baseball Items  distributed  and/or
          sold by Topps during the preceding  quarter or month,  as  applicable.
          Upon the reasonable  request of MLBP,  Topps shall provide  additional
          information  necessary to clarify the royalty reports. Such statements
          shall be furnished  to MLBP  whether or not any of the Baseball  Items
          have been sold,  or any  payment  is shown to be due MLBP.  Receipt or
          acceptance by MLBP of any of the statements  furnished pursuant to the
          License  Agreement  or of any sums paid  hereunder  shall not preclude
          MLBP from questioning the correctness  thereof at any time, and in the
          event that any  inconsistencies  or mistakes  are  discovered  in such
          statements or payments,  they shall  immediately  be rectified and the
          appropriate  payments made by Topps. Late payment  penalties,  if any,
          shall be made pursuant to Paragraph 6 hereof.

          Topps shall  account  separately  for all sales in each  country.  For
          reporting  purposes,  the United  States of America,  the  District of
          Columbia, Puerto Rico and U.S. territories and possessions,  including
          U.S. military bases worldwide, shall be one country.



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<PAGE>

     27.  Topps shall keep,  maintain  and  preserve in its  principal  place of
          business  for  at  least  two  (2)  years  following   termination  or
          expiration of the License  Agreement or any renewal  thereof  complete
          and accurate records and accounts  covering all transactions  relating
          to the License Agreement. Such records and accounts shall be available
          for  inspection  and audit no more than  twice  during any year of the
          term of the License  Agreement  during  reasonable  business hours and
          upon  reasonable  notice  by MLBP or its  representatives.  Except  as
          otherwise  required by law,  MLBP shall keep the  information  derived
          from any audit in  confidence.  If pursuant to its right  hereunder to
          audit and inspect MLBP causes an audit and inspection to be instituted
          and  thereafter  discloses a deficiency  of three percent (3%) or more
          between  the amount  found to be due to MLBP  pursuant  to  Schedule A
          hereto and the amount  actually  paid or credited to MLBP,  then Topps
          shall be  responsible  for payment of the entire  deficiency  together
          with interest: thereon at the then current prime rate of Chemical Bank
          (or its successor) from the date such amount became due until the date
          of payment, and the costs and expenses of such audit: and inspection.

     28.  As heretofore  effected by Paragraph 29 of that Letter Agreement dated
          September  28, 1995,  the License  Agreement is amended by deleting in
          its entirety  Paragraph 6 of the Letter  Amendment dated June 25, 1990
          and replacing it with the following:

          "6. On the packaging of all Baseball  Items and Topps  Products  shall
          appear one of the  following two notices:  "The Major League  Baseball
          Club Insignia  depicted on this product are  trademarks  which are the
          exclusive property of the respective Major League Clubs and may not be
          reproduced  without their written  consent" or "Major League  Baseball
          trademarks  and  copyrights  are used with  permission of Major League
          Baseball  Properties,  Inc." MLBP shall,  in its  discretion  and in a
          timely manner, determine which notice to include in each Baseball Item
          and  Topps  Product.  In  addition,  on all  products  containing  the
          Insignia  shall  appear  a label  stating  "Genuine  Merchandise"  and
          containing the Major League Baseball silhouetted batter logo. Further,
          all  Topps  advertisements  and  promotional  displays  featuring  the
          Insignia and all retailer  advertisements  featuring Baseball Items or
          Topps  Products.  and of which Topps has knowledge,  shall contain the
          worlds "Genuine  Merchandise" and the silhouetted batter logo, and all
          uses of the Insignia shall include either of the following notices are
          directed by MLBP: (R) or "TM". MLBP shall have the right to revise the
          foregoing  notice  requirements  and to require such other  notices as
          shall be  reasonably  necessary to protect the  interests of the MLBP,
          the Baseball Clubs,  the BOC, and/or the Leagues and their  respective
          Insignia.  Topps  agrees to  advise  MLBP of the  initial  date of the
          marketing of each  Baseball Item and Topps Product and upon request to
          deliver to MLBP up to eight (8) retail  packages of the Baseball Items
          and Topps Products upon which the Insignia are used."

     29.  In any case where Topps  employs  the  services  of  photographers  or
          artists in connection  with the  production,  promotion,  marketing or
          distribution of the Baseball Items and Topps Products, it shall ensure
          that each such photographer  complies with the terms and conditions of
          credentials, as issued, and shall use reasonable efforts to secure the
          agreement from each such  photographer or artist that the photographic
          or artistic work he or she produces for Topps shall be "works made for
          hire" for the purposes of the copyright  laws,  and that to the extent
          such  photographic or artistic works may not qualify as works made for
          hire,  the  copyright in each such work is assigned to Topps.  Nothing
          contained  herein shall prohibit Topps from using any  photographer or
          artist that does not enter into such an agreement.



                                       8


<PAGE>

     30.  (a) MLBP shall have the right to terminate the License  Agreement upon
          the occurrence of any one more of the following  events (herein called
          "defaults"):

               (i)  If Topps  failed to  maintain  in full  force and effect the
                    insurance  referred to in the first sentence of Paragraph 25
                    hereof and fails to provide for similar  protection  in form
                    and manner reasonably acceptable to MLBP (which may include,
                    if reasonable  acceptable to MLBP,  self-insurance)  so that
                    there is coverage  at all times.  The  downgrading  of Topps
                    insurer by A.M. Best shall not be deemed a default, provided
                    that Topps may not sign a new policy  with such  down-graded
                    insurer.

               (ii) If Topps shall breach any one of the  undertakings set forth
                    in Paragraph 20 (a)-(c) hereof or any other material term of
                    the License  Agreement,  and shall fail to cure such -breach
                    to the extent reasonably capable of cure, within thirty (30)
                    days of MLBP's written notice of breach to Topps thereof. In
                    the event any such breach is not  capable of cure,  MLBP may
                    only terminate the License  Agreement in the event Topps has
                    persisted,  notwithstanding  prior  written  notice  of such
                    breaches  from  MLBP to Topps,  to  engage in such  conduct.
                    Termination  by  MLBP  under  this  Subparagraph   shall  be
                    effective  ninety  (90) days after the  delivery  of written
                    notice of termination by MLBP,  which may be given only upon
                    the expiration of the thirty (30)-day cure period.

               (iii)In the event a majority or controlling  interest in Topps is
                    acquired  by a person  or entity  that was or is  connection
                    with  casinos  or  any  other  form  of  legalized  gambling
                    enterprise,  or gambling in any manner,  MLBP may  terminate
                    the  License  Agreement  immediately  by  written  notice to
                    Topps.

               (iv) If Topps is unable to pay its debts  when due,  or makes any
                    assignment  for the benefit of creditors or any  arrangement
                    pursuant  to any  bankruptcy  law,  or  files  or has  filed
                    against it any petition  under the  bankruptcy or insolvency
                    laws of any jurisdiction,  county or place, or shall have or
                    suffer a receive or trustee to be appointed for its business
                    property, or be adjudicated a bankrupt or insolvent.  In the
                    event the license granted  hereunder is terminated  pursuant
                    to  this   Paragraph   30(a)(iv),   neither  Topps  nor  its
                    receivers, representatives, trustees, agent, administrators,
                    successor  and/or  assigns  shall  rely on the  terms of the
                    License  Agreement  for  any  rights  to  sell,  exploit  or
                    otherwise  deal  with or in the  Baseball  Items  and  Topps
                    Products without the prior written consent of MLBP.

               (v)  If Topps fails to pay any royalties or  guaranteed  minimums
                    due  hereunder  and Topps fails to cure such  breach  within
                    fifteen (15) days after  written  notice  thereof from MLBP,
                    unless such failure is due to a good faith  dispute  between
                    the parties with respect to such payment.



                                       9

<PAGE>

          (b)  In the event any of these  defaults  occur  and MLBP  desires  to
               exercise  its  right  of  termination  under  the  terms  of this
               Paragraph 30, MLBP shall give notice of termination in writing to
               Topps.  Upon  termination  or expiration of the term hereof,  all
               rights,  licenses and privileges granted to Topps hereunder shall
               automatically  revert to MLBP and Topps shall execute any and all
               documents   evidencing   such  automatic   reversion.   Upon  any
               termination under Paragraph 30(a)(ii) resulting from a default by
               Topps,  Topps shall be required  to pay  [information  subject to
               request for  confidential  treatment]  (in  addition to any other
               damages,  costs or  expenses  which may be  awarded  to MLBP as a
               result of such default') and [information  subject to request for
               confidential  treatment].  For any other  termination  in minimum
               guarantee for any subsequent  periods.  For any other termination
               in accordance  with this Paragraph 30, Topps shall be required to
               pay [information subject to request for confidential  treatment].
               Subject to the  limitation of the minimum  guarantee  termination
               payments set forth in the two preceding  sentences,  MLBP's right
               to terminate this Agreement,  and the termination payments called
               for in this Paragraph and the right to seek any remedies  related
               to such  termination,  shall be  without  prejudice  to any other
               rights  or  remedies  which  MLBP may  have,  whether  under  the
               provisions  of the  License  Agreement,  in law or in  equity  or
               otherwise.

          (c)  Topps  shall  have  the  right  to   terminate   this   Agreement
               immediately  upon written notice to MLBP in the event MLBP ceases
               to have the ability to license to Topps a material portion of the
               rights to be licensed to Topps hereunder for the United States or
               Canada  (unless such rights have been assigned to another  entity
               which  assumes  the  License   Agreement,   without   substantive
               modification).

          (d)  Topps  shall  have the right to  terminate  this  Agreement  upon
               ninet-v  (90) days'  written  notice to MLBP  (which may be given
               only upon  expiration of the 30-day cure period) if MLBP breaches
               any material term of the License Agreement and fails to cure such
               breach, to the extent such breach is reasonably  capable of cure,
               within thirty (30) days after written  notice  thereof from Topps
               to MLBP. In the event any such breach is not  reasonably  capable
               of cure,  Topps  has  persisted,  notwithstanding  prior  written
               notice of such  breaches  from  Topps to MLBP,  to engage in such
               conduct.

               Notwithstanding  the  foregoing,  Topps  may not  terminate  this
               License  Agreement under Paragraph 30(d) to the extent  Paragraph
               30(c)  is  applicable  to  the  breach.   Any  termination  under
               Paragraph 30(c) or Paragraph 30(d) shall be without limitation or
               prejudice to any other rights Topps may have,  whether  under the
               provisions  of the  License  Agreement,  in law or in  equity  or
               otherwise.



                                       10

<PAGE>

     31.  Topps  shall  deliver  to  MLBP,  as  soon as  practicable,  following
          expiration  or  termination  of the Licensing  Agreement,  a statement
          indicating the number and  description of the Baseball Items and Topps
          Products on hand. Following  expiration or termination,  Topps may not
          rely on the  License  Agreement  to  manufacture,  sell  or  otherwise
          distribute any more Baseball Items or Topps Products, but may continue
          to distribute its remaining inventory for a period not to exceed sixty
          (60) days,  subject to the items of Paragraph 23 hereof and payment of
          applicable royalties relative thereto;  provided,  however,  that such
          royalties  shall  not  be  applicable   against   minimum   guarantees
          hereunder.  MLBP shall have the option to conduct physical inventories
          before  termination and continuing until the end of the sixty (60)-day
          sell-off  period  in order to  ascertain  or verify  such  inventories
          and/or statement.  immediately upon expiration of the sell-off period,
          Topps shall  furnish  MLBP with a detailed  statement  certified by an
          officer  on behalf of Topps  showing  the number  and  description  of
          Baseball  Items and Topps  Products on hand in its inventory and shall
          dispose of such inventory at MLBP's direction and at Topps expense. In
          the event  Topps  refuses  to permit  MLBP to  conduct  such  physical
          inventory,  Topps shall forfeit its right hereunder to dispose of such
          inventor. In addition to such forfeiture,  MLBP shall have recourse to
          all other remedies available to it.

     32.  All notices  required to be given  under the  License  Agreement  to a
          party shall be in writing and shall be deemed duly given if personally
          delivered or mailed by certified or registered  mail,  return  receipt
          requested, to the party concerned as follows:

          If to MLBP:

          Ethan Orlinsky
          Senior Vice President and General Counsel
          Major League Baseball Properties, Inc.
          245 Park Avenue
          New York, NY 10167

          Facsimile:        (212) 949-5697


          With a copy to:

          Colin Hagen
          Vice President, Domestic Licensing, Trading Cards, Collectibles.
          Memorabilia & Cooperstown
          Major League Baseball Properties, Inc.
          245 Park Avenue
          New York, NY 10167

          Facsimile:        (212) 949-5691

          If to Topps:

          Arthur T. Shorin
          Chairman of the Board and Chief Executive Officer
          The Topps Company, Inc.
          One Whitehall Street
          New York, NY 10004

          Facsimile:        (212) 376-0627

          With copies to:

          Warren Friss, Esq.
          Vice President and General Counsel and       Controller
          The Topps Company, Inc.                      The Topps Company, Inc.

          Facsimile: (212) 376-0626                    Facsimile: (212) 376-0621

          Notice may also be sent by facsimile if followed by another
          method of delivery as described above.



                                       11

<PAGE>

     33.  No waiver,  modification  or  cancellation of any term or condition of
          the License Agreement shall be effective unless executed in writing by
          the party  charged  therewith.  No  written  waiver  shall  excuse the
          performance  of any act other  than  those  specifically  referred  to
          therein. No waiver by either party hereto of any breach of the License
          Agreement  shall  be  deemed  to  be a  waiver  of  any  preceding  or
          succeeding  breach  of the same or any  other  provision  hereof.  The
          exercise  of any right  granted to either  party  hereunder  shall not
          operate as a waiver.  The normal expiration of the term of the License
          Agreement  shall not relieve either party of its respective  rights of
          either party against the other,  which rights by their nature  survive
          such expiration. Neither party makes any representations or warranties
          to the other, except as expressly set forth herein.

     34.  The License  Agreement  does not constitute and shall not be construed
          as constituting an agency,  partnership or joint venture  relationship
          between Topps and MBLP. Neither party shall have any right to obligate
          or bind  the  other  in any  manner  whatsoever,  and  nothing  herein
          contained  shall give or is intended to give any rights of any kind to
          any third persons.

     35.  As heretofore  affected by Paragraph 26 of that Letter Agreement dated
          September 28, 1995 the License Agreement is amended by deleting in its
          entirety  Paragraph 11 of the 1969 Agreement and replacing it with the
          following:

          "The License  Agreement  shall be construed and enforced in accordance
          with the laws of the  State of New  York,  without  giving  effect  to
          principles of conflicts of laws, and cannot be changed orally."

     36.  This 2001  Amendment,  including  the original 1969  Agreement  (dated
          January 1, 1969) and all prior amendments, and the attached Schedules,
          when fully executed,  shall represent the entire understanding between
          the parties hereto with respect to the subject matter hereof.

     37.  Except as expressly  amended and extended by this 2001 Amendment;  the
          License Agreement including, without limitation, Section 9 of the 1969
          Agreement, shall remain unamended and in full force and effect.

     38.  The License  Agreement  may not be assigned by Topps without the prior
          written  consent  of  MLBP.  MLBP  may  assign  this  Agreement  to an
          affiliate, successor, or related entity, upon notice to Licensor.

          Please  indicate  your  agreement  to the  foregoing  terms by signing
          below.

                                                Sincerely,


                                                Warren E Friss
                                                Vice President-General Counsel



AGREED AND ACCEPTED:

MAJOR LEAGUE BASEBALL PROPERTIES, INC.


BY: _________________________________



<PAGE>






                                   SCHEDULE A


     1.   Minimum Guarantee

          The  minimum  guarantee  is  $[information   subject  to  request  for
          confidential  treatment] per calendar year, for the United States, its
          territories, possessions and military bases worldwide, Puerto Rico and
          Canada,  payable in equal  installments  of  $[information  subject to
          request  for  confidential  treatment]  on each April 15,  July 15 and
          October 15 during  the term.  There is no  minimum  guarantee  for any
          other jurisdiction.

     2.   Royalty

          The royalty for calendar yeas s 2001, 2002, 2003 and 2004 shall be:

          (a)  [information  subject to request for confidential  treatment]% on
               the first  $[information  subject  to  request  for  confidential
               treatment] in net sales for each year;

          (b)  [information  subject to request for confidential  treatment]% of
               net  sales  exceeding   $[information   subject  to  request  for
               confidential treatment],  but not exceeding $[information subject
               to request for confidential treatment] for each year; and

          (c)  [information  subject to request for confidential  treatment]% of
               net sales in excess  of  $[information  subject  to  request  for
               confidential treatment] for each year.

          All royalties shall be paid by March 15 for the immediately  preceding
          calendar  year,  with a credit for the minimum  guarantee  theretofore
          paid for such preceding year.



<PAGE>




                                   SCHEDULE B


     1.   The team  name or Club  Logo  shall be  featured  in a  prominent  and
          visible  manner.  on the front or back of each regular  player Trading
          Card,  separate  from  any  use of the  team  name in  statistical  or
          editorial information contained on the card.

     2.   The team name and Club Logo must be  separate  and  distinct  from the
          player's name and any  corporate  identification  (including,  without
          limitation, that of Topps) featured on any Baseball Item.

     3.   The Major League  Baseball  silhouetted  batter logo shall appear in a
          visible  manner on each Trading Card, in no smaller type size than the
          MLBPA logo on such Trading Card.

     4.   Each pack of trading cards must specify the number of cards  contained
          therein, if and as required by law.



<PAGE>




                                   SCHEDULE C


                        MLBP 200_ MARKETING PLAN REQUEST


"=============================================================================="
" Demographics (3-year Trends)     ' Brand Data                                "
"   HH Penetration;                ' Baseball Card Brand Trends                "
"   Kid HH Penetration             ' --Unit Volume; Volume Net Sales           "
"                                  ' --Distribution by Brand/Channel           "
"----------------------------------'---------------- --------------------------"
" Brand Positioning                ' Volume(Unit/Net Sales) 5 Year History 200_"
" --Each Brand's Reasons for Being ' Estimate (This will be provided on a one- "
"        Target                    ' time basis for this year.) 3 year         "
"        Attributes                ' projections (only to the extent Topps     "
"        Price Point               ' prepares such projections).               "
"        Channel Focus             '                                           "
"                                  '       Shipments                           "
"                                  '       Returns                             "
"------------------------------------------------------------------------------"
"                                  ' Marketing Plan                            "
"                                  ' --Core Consumer Target                    "
"                                  ' --Objectives and Strategies for 200_      "
"                                  ' --Major Consumer Programs                 "
"                                  ' --Major Retail Programs                   "
"                                  ' --New Product Introductions               "
"                                  ' --Technological Innovations               "
"                                  ' --International Plans                     "
"=============================================================================="