**Exhibit 10.21****SERVICE AGREEMENT**          THIS AGREEMENT is executed by and between The Topps Company, Inc. with offices at OneWhitehall Street, New York, NY 10004-2109 (hereinafter “Company”), and National Football LeaguePlayers Incorporated (“Players Inc”), a for-profit corporation organized under the laws of theCommonwealth of Virginia, having its principal place of business at 2021 L Street, N.W., Suite 500,Washington, D.C., 20036. This Agreement shall be effective as of March 1, 2004.     **1. REPRESENTATIONS.**     (A) Players Inc represents that the National Football League Players Association (“NFLPA”) hasentered into certain contracts with Company wherein NFLPA has authorized and will authorize Companyto utilize the Group Licensing Rights (as defined in the Licensing Agreement between NFLPA andCompany, effective March 1, 2004 (hereinafter “Licensing Agreement”), the Names, and/or the Logo.     (B) Players Inc represents that it has entered into an agreement with NFLPA, effective March1, 2004 (hereinafter “NFLPA Agreement”), to provide various services with respect to the use ofcertain Group Licensing Rights pursuant to the Licensing Agreement.     **2. DESCRIPTION OF SERVICES.**Players Inc shall perform, as described herein, such servicesrequired to implement and enforce this Licensing Agreement and the NFLPA Agreement. Such servicesshall include, but are not limited to, the following:     (A) NEGOTIATIONS AND APPROVALS.          (i) With respect to rights licensed under the Licensing Agreement, Company agrees andacknowledges that Players Inc shall review and approve or disapprove in writing the specific mannerin which such rights are to be used on the licensed products in question under such LicensingAgreement.          (ii) In the event Company is interested in seeking an individual player’s personalendorsement, Company agrees and acknowledges that Players Inc shall review and approve ordisapprove in writing such endorsement, provided the individual player personally approves suchendorsement. Company acknowledges that all contact between Company and such player or player’sagent shall be made by Players Inc. Company further agrees and acknowledges that any player who iscommitted individually by contract for products or services competitive with those of Company maybe required to cease from further inclusion in this Agreement and the Licensing Agreement;provided, however, that the use of such player for such products and services shall be on anindividual basis and shall not be combined with the use of five or more other NFL players.          (iii) With respect to the promotion by Company of the sale of licensed products under theLicensing Agreement, Company agrees and acknowledges that Players Inc agrees to review and approveor disapprove in writing such promotions. Company further agrees
 

 
and acknowledges that any promotions using the licensed products covered by the LicensingAgreement as premium items shall require a separate agreement, to be negotiated by Players Inc,between NFLPA and Company or other sponsor of the promotion, with separate terms and conditions,and nothing contained herein shall obligate NFLPA, Players Inc, or Company to enter into such anagreement.          (iv) Company agrees to notify Players Inc of any infringement by others of the rights grantedby the Licensing Agreement. Company also agrees and acknowledges that Players Inc shall completelyinvestigate whether or not any action shall be taken on account of any such infringement. Further,in the event Company requests Players Inc’s approval of any suit or action by Company on account ofany such infringement, Company further agrees and acknowledges that Players Inc shall completelyinvestigate Company’s request.          (v) The list of players for whom Players Inc has group licensing authorization (the “PlayerAgreement Report”) is available to Company via the Internet at www.nflplayers.com/licensee withCompany’s “user name” and “password.” In addition, Players Inc may secure authorization fromplayers not listed on the Player Agreement Report, including but not limited to retired players.Notwithstanding the foregoing:          (a) By February 1 of each calendar year covered by this Agreement, Company shall submitto Players Inc a proposed list of players’ names for inclusion in the licensed product(s)for the upcoming football season. Company shall cross-reference its player list against thecurrent Player Agreement Report. After cross-referencing the lists, Company must submit itsproposed final player list to Players Inc for approval. With regard to jersey numbers foractive players, it is Company’s sole responsibility to cross-reference its player listagainst player rosters posted on www.nfl.com. If applicable, jersey numbers for retiredplayers must be submitted to Players Inc for approval.          (b) Players Inc shall respond to such submissions in writing to Company, signifyingapproval or disapproval in the case of each player’s name so requested within fifteen (15)business days or such submissions shall be deemed approved.          (c) Company may submit requests in writing to Players Inc for additions, deletions, orsubstitutions of players’ names and Players Inc shall respond to such requests withinfifteen (15) business days or such submissions shall be deemed approved.          (vi) Company agrees and acknowledges that Players Inc shall review and approve or disapprovein writing the quality and style of samples of artwork, plans, photographs, and any otherrepresentations of licensed products produced by or for Company (hereinafter collectively“artwork”) and samples of each of the licensed products, together with their packaging, hangtags,and wrapping material. Any approval by Players Inc will be in writing. Company further agrees andacknowledges that review and approval shall be before the manufacture, sale, or distribution ofsuch artwork, whichever occurs first, and no licensed products shall be manufactured, sold, ordistributed by Company without such prior written
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approval of such artwork and such sample licensed products. Players Inc shall respond inwriting signifying approval or disapproval of such submissions within 15 business days. Anyrequest by Company for such approval that is received by Players Inc and is not responded to withinfifteen (15) business days shall be deemed approved by Players Inc. Subsequent to final approval,Company will send periodically a reasonable number of production samples of licensed products toPlayers Inc to ensure quality control, and should Players Inc require additional samples for anyreason, Players Inc may purchase such at Company’s cost.          (vii) Company agrees and acknowledges that Players Inc shall review and approve or disapprovein writing the use by Company of player names, likenesses, or both to promote licensed products onor in any material pertaining to packaging, hangtags, wrapping material, print ads, flyers,point-of-purchase displays, press releases, catalogues, trade show booths and exhibits, or anyother written material or medium, including but not limited to electronic, interactive or internetuse. Any approval by Players Inc shall be in writing. Company further agrees and acknowledgesthat review and approval shall be before implementation of such promotional material. Players Incshall respond in writing signifying approval or disapproval within fifteen (15) business days. Anysuch request by Company for approval that is received by Players Inc and is not responded to withinfifteen (15) business days shall be deemed approved by Players Inc. Company further agrees andacknowledges that the number of players included in any such use, if approved, shall be a minimumof six, and shall be selected from the Player Agreement Report. Player names, likenesses, or bothso used shall be written or displayed with equal prominence.          (viii) Company agrees and acknowledges that Players Inc shall review and approve or disapprovein writing the use by Company of player names, likenesses, or both (including, without limitation,action footage) in radio or television commercials to promote licensed products. Any approval byPlayers Inc will be in writing. Company further agrees and acknowledges that review and approvalshall be before production and dissemination of any such radio or television commercial. PlayersInc shall respond in writing signifying approval or disapproval of such submissions within fifteen(15) business days. Any such request by Company for approval that is received by Players Inc andis not responded to within fifteen (15) business days shall be deemed approved by Players Inc.Company further agrees and acknowledges that the number of players included in such commercials, ifapproved, shall be a minimum of six and shall be selected from the Player Agreement Report. Theplayers used in such commercials shall be shown with equal prominence. Company further agrees andacknowledges that Players Inc shall review all scripts and story boards before any commercialsshall be made or shall be contracted for by Company.          (ix) Company agrees and acknowledges that Players Inc will negotiate with Company regardingthe amount of required additional payments to Players Inc separate from and in addition to theguarantees or royalty payments included in the Licensing Agreement, if Company requests to useplayer names, likenesses, or both in accordance with this subsection 2(C), in any radio ortelevision commercials, print ads, point-of-purchase displays, packaging, hangtags, wrappingmaterial, press releases, catalogues, flyers, trade show booths and exhibits, or any other writtenor graphic material or medium, including but not limited to electronic or interactive use, topromote licensed products. Company further agrees and acknowledges that all contacts with suchplayers or their agents shall be made by Players Inc.
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          (x) In the event Company wishes to secure an individual player or players to make appearancesto promote licensed products or to autograph licensed products, Company agrees and acknowledgesthat the selection of such player and the separate fee to Players Inc for such player servicesshall be subject to mutual agreement between Company and Players Inc, provided, however thatplayer’s autograph services may be secured on a non-exclusive basis only. Company may at itsdiscretion require that an autograph session be scheduled to witness the player’s autographsigning, provided that Company communicates to Players Inc in writing at the time the request forthe player’s services is made that Company will require that player perform such services at awitnessed session. Company further agrees and acknowledges that all contact with the requestedplayer or his agents shall be made by Players Inc. Once the player has made the appearance orperformed the autograph service, payment shall be made immediately to Players Inc. Any suchpayments shall be separate from and in addition to any royalties or payments paid by Company underthe Licensing Agreement or this Service Agreement. Once the selection of such player and suchseparate fee have been agreed upon by Company and Players Inc, in the event of cancellation of suchappearance or autographing (other than by player or Players Inc), Company shall nevertheless beobligated to make such fee payment to Players Inc immediately upon such cancellation.          (xi) Notwithstanding anything to the contrary hereinabove, Company shall be permitted, withoutadditional separate payment to Players Inc for players, to show on counter card boxes: (1) six ormore examples of the football trading cards licensed herein, and/or (2) a list of six or moreplayers’ names whose images or likenesses are used on the football trading cards licensed herein;provided, however, that such cards are shown with equal prominence, and provided further, however,that Players Inc shall retain all rights to prior written approval contained hereinabove.     (B) PERIODIC STATEMENTS.          (i) Company shall furnish to Players Inc, no later than thirty (30) days following the lastday of each May, August, November, and February of this Agreement, a complete and accuratestatement certified to be accurate by an authorized representative of Company, showing the number,description, and gross purchase price, of the licensed products distributed by Company during thepreceding quarterly reporting period, together with any returns made during such reporting period.Once in every twelve-month period, Company shall furnish Players Inc with a detailed statementcertified by an officer of Company, showing the number of gross sales of the licensed productscovered by the Licensing Agreement.          (ii) Such statements shall be furnished to Players Inc whether or not any of the licensedproducts have been purchased during the reporting period for which such statement is due. Thepayment made hereunder (or the cashing of any check paid hereunder) shall not preclude Players Incfrom questioning the correctness thereof at any time and, in the event any inconsistencies ormistakes are discovered in connection therewith, they shall immediately be rectified and theappropriate payment made by the appropriate party.
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     (C) BOOKS AND RECORDS.          (i) For a period of two (2) years following the termination or expiration of this Agreement,Company shall maintain accurate books and records for itself and any subsidiary or affiliatedentity with respect to its sale of licensed products under this Agreement and the LicensingAgreement. Said books and records shall be subject to inspection and audit by Players Inc or itsduly authorized representative at reasonable times upon reasonable notice from Players inc toCompany but in no event less than ten (10) business days notice. In addition, Company shall causeany entity with which it contracts for services relating to production of product to cause itsbooks and records to be available for audit and inspection by Players Inc to the extent necessaryto confirm the audit of Company. Company shall not interfere with such inspections and audits inany way.          (ii) The cost of such inspections and audits shall be paid by Company if the result of suchinspections and audits indicates a difference of 2% or more, when compared to the statementcertified to be accurate by an officer of Company for the twelve month period covered by suchstatement, or the cost of such inspections and audits as the result of an inspection or auditperformed by Players Inc shall be paid by Players Inc if such difference is less than 2%.          (iii) In the event any inconsistencies or mistakes are discovered as a result of suchinspections and audits, they shall be rectified immediately and the appropriate payment shall bemade immediately by the appropriate party.     (D) COMPANY DATABASE. Licensee agrees to distribute to its customer database, in conjunctionwith Players Inc, one (1) promotional email per License Period. Content for such promotionalemails shall be provided jointly by Licensee and Players Inc and subject to mutual agreement ofboth parties. Licensee agrees that content provided by Players Inc may promote Players Inclicensees, sponsors, partners, or branded programs, properties, or events, excluding any companiesand/or products competitive with Licensee unless approved by Licensee.     **3. TRADING CARDS.**          Company shall provide to Players Inc free of charge the following:     (A) Prior to December 1 of each NFL season, for each player included in the licensed products,**[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**;     (B) Prior to December 1 of each NFL season, for Players Inc, **[*****INFORMATION SUBJECT TO A REQUESTFOR CONFIDENTIAL TREATMENT*****]**.     **4. COPYRIGHT AND TRADEMARK NOTICES.**     (A) Company shall prominently place or cause to be placed Players Inc’s trademark ortrademarks (hereinafter “Players Inc’s Trademark”) on the licensed products and on packaging,wrapping, advertising (both print and media regardless of medium, e.g., broadcast, Internet, etc.),and any other material, including trade show booths and exhibits, sales catalogues, and other
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sales/marketing materials in connection with such licensed product(s) that are publiclydistributed or relating to such licensed product(s).     (B) Players Inc’s Trademark appearing on the licensed product(s) and on all materials inconnection with the licensed product(s) distributed, or relating to such licensed product(s), shallappear precisely according to the specifications set forth in Appendix B attached hereto, which maybe amended from time to time by Players Inc, without variation, with the letter “R” enclosed withina circle.     (C) Additionally, Company shall imprint or cause to be imprinted the following text on anysuch licensed product(s) and/or materials therefore:“Officially Licensed Product ofPlayers Inc”and“visit NFLPLAYERS.COM”The specific text imprinted shall be subject to Players Inc’s sole discretion.     (D) For any licensed product, Company shall also prominently place Players Inc’s Trademark anda Players Inc “content box” on all NFL football pages of Company’s website and on any other pagewithin such website that utilizes the rights licensed hereunder. “Content box” shall be defined aseditorial, sweepstakes or other promotional content designed and developed by Players Inc. Theplacement of Players Inc’s Trademark and “content box” shall be in the upper section of the pageand immediately visible. The logo and “content box” on each page shall contain the Players Inc URLas follows: NFLPLAYERS.COM and shall serve as a hyperlink to the Players Inc website atwww.nflplayers.com.     **5. TERM.**     (A) The term of this Agreement shall extend from **[*****INFORMATION SUBJECT TO A REQUEST FORCONFIDENTIAL TREATMENT*****]**(hereinafter referred to as the Original License Period) unless terminatedin accordance with the provisions hereof. Licensee may renew this Agreement for a Second LicensePeriod from **[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**, provided Licensee hasmaterially fulfilled its obligations hereunder in the Original License Period. Notice of desire torenew shall be given by Licensee no later than **[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIALTREATMENT*****]**in the Original License Period. Licensee may renew this Agreement also for a ThirdLicense Period from **[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**, providedLicensee has faithfully fulfilled its obligations hereunder in the Second License Period. Noticeof desire to renew shall be given by Licensee no later than **[*****INFORMATION SUBJECT TO A REQUEST FORCONFIDENTIAL TREATMENT*****]**of the Second License Period.     (B) Company acknowledges and agrees that Company has and shall have no right to extend orrenew this Agreement beyond the term and renewal options, if any, stated herein. No
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conduct by either Players Inc or Company shall create, imply, or infer a new licenseagreement, service agreement, or extension of the stated term and renewal options, if any, of thisAgreement or the Licensing Agreement, unless same is specifically set forth in a written agreementsigned by both Players Inc and Company. Company’s agreement that this Agreement is subject to theterm and renewal options, if any, stated herein, in all events whatsoever, is a material inducementfor Players Inc to enter into this Agreement.     (C) Notwithstanding anything to the contrary, this Agreement is coextensive with the LicensingAgreement, and termination of the Licensing Agreement shall result in termination of thisAgreement. As provided in the Licensing Agreement, termination of this Agreement shall result intermination of the Licensing Agreement.     **6. COMPENSATION.**     (A) In consideration of the payment of one dollar, and other good and valuable considerationhereby acknowledged as received, Players Inc agrees to provide Company with the services listed inthis Agreement.     Company agrees to spend the following total amounts on activities which stimulate and promotethe market for licensed product(s) through player appearances, highlighting, autographing, orendorsements, and/or Players Inc branded programs, properties, or events (herein after “marketingpayments”), subject to prior written approval by Players Inc of such activities:**[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**% ofsales during the Original Service Period, and $**[*****INFORMATION SUBJECTTO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**for the 2005 Stay Cool inSchool program, **[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIALTREATMENT*****]**% of sales during the Second Service Period, and$**[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**forthe 2006 Stay Cool in School program, and**[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**% ofsales during the Third Service Period, if applicable, and$**[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**forthe 2007 Stay Cool in School program.Such activities shall not include standard and customary industry trade advertising and salesmaterials. At the end of each Service Period, if Company has not spent the required amount asmarketing payments, a payment equal to the amount of the difference shall be made by Company toPlayers Inc no later than April 1 following the end of such Service Period. Company shall providedocumentation that such approved expenditures have been made. The expenditure documentation shallbe provided on a quarterly basis and shall be certified by an authorized
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representative of Company. Such documentation shall be subject to inspection and audit by PlayersInc on the same basis as Company’s books and records.     **7. PAYMENTS AND NOTICES.**All transactions under this Agreement including, without limitation,all payments and all notices, reports, statements, approvals, and other communications, shall bewith or made payable in the name of NATIONAL FOOTBALL LEAGUE PLAYERS INCORPORATED, 2021 L StreetNW, Suite 500, Washington, DC 20036, or its assignee, where applicable. All correspondence,notices, approvals, and other communications to Company shall be with The Topps Company, Inc., OneWhitehall Street, New York, NY 10004-2109.     **8. INDEMNIFICATION AND INSURANCE.**     (A) Company agrees that it will not during the term of this Agreement, or thereafter,challenge the rights of Players Inc or NFLPA in and to the trademarks or names owned by or licensedto Players Inc or NFLPA or any of the rights licensed as specified in Section 2 of the LicenseAgreement, or in any way challenge the validity of the License Agreement or this Agreement.     (B) Company further agrees to assist Players Inc or NFLPA to the extent necessary in theprocurement of any protection for the Licensed Rights or to protect any of the Licensed Rights, andPlayers Inc, if it so desires, may commence or prosecute at its own expense any claims or suits inits own name or in the name of Company or join Company as a party thereto in instances where acourt of competent jurisdiction has determined that Company is an indispensable party. Companyshall notify Players Inc in writing of any infringement or imitations of which Company becomesaware.     (C) For its own acts, Company hereby indemnifies Players Inc and undertakes to defend PlayersInc from and against any claims, suits, losses, damages, and expenses (including reasonableattorneys’ fees and expenses) arising out of any acts or omissions of Company in conjunction withthis Agreement, including but not limited to the marketing, sale, distribution, or use of theLicensed Rights. Company agrees to obtain, at its own expense, general liability insuranceproviding adequate protection for Company and Players Inc against any such claims or suits inamounts not less than **[*****INFORMATION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT*****]**. Within thirty(30) days from the date hereof, Company shall submit to Players Inc a fully paid policy orcertificate of insurance naming Players Inc as an insured party, requiring that insurer will notterminate or materially modify such agreement without written notice to Players lnc. at leasttwenty (20) days in advance thereof.     (D) Players Inc hereby indemnifies Company and undertakes to defend Company against, and holdCompany harmless from any liabilities, losses, damages, and expenses (including reasonableattorneys’ fees and expenses) resulting from claims made or suits brought against Company basedupon a breach of any obligation or representation or warranty of Players Inc hereunder.     (E) The indemnification obligations set forth in this Paragraph 8 shall survive the expirationand/or termination of this Agreement.
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     **9. PARTNERSHIP.**Nothing herein contained shall be construed to place Company and Players Incin the relationship of partners or joint venturers, and Company shall not have the power toobligate or bind Players Inc in any manner whatsoever.     **10. WAIVER OR AMENDMENT.**None of the terms of this Agreement shall be waived or amendedexcept by an express agreement in writing signed by both parties. With the exception of theLicensing Agreement, there are no representations, promises, warranties, covenants, or undertakingsother than those contained in this Agreement. No written waiver shall excuse the performance of anact other than those specified therein. The failure of either party hereto to enforce, or delay byeither party in enforcing, any of the Licensed Rights shall not be deemed a continuing waiver oramendment thereof and either party may commence, within the time provided by applicable law,appropriate legal proceeding(s) to enforce any or all of such rights.     **11. NON-ASSIGNABILITY.**Company shall not assign this Agreement without the prior writtenconsent of Players Inc.     **12. SEVERABILITY.**This Agreement is intended to be performed in accordance with, and only tothe extent permitted by, all applicable laws, ordinances, rules, and regulations. If any provisionof this Agreement or the application thereof to any person or circumstance shall be invalid orunenforceable, for any reason and to any extent, but the extent of such invalidity orunenforceability does not destroy the basis of the bargain between the parties as expressed herein,the remainder of this Agreement and the application of such provision to other persons orcircumstances shall not be affected thereby, but rather shall be enforced to the greatest extentpermitted by law.     **13. NON-DISCLOSURE.**Players Inc agrees that all information, material, documentation, dataand reproductions relating to Company’s business (including, without limitation, the style and/orappearance of Company’s trading cards), trademarks or the licensed products (the “ConfidentialInformation”) shall be held in strict confidence by Players Inc. The nature and contents of theConfidential Information shall not be disclosed to any employee, person, firm or entity other thanNFLPA (and other than on a “need-to-know” basis), or used without the prior written permission ofCompany. It is agreed that Confidential Information shall not include any information or datawhich (a) is already known to Players Inc or NFLPA, independent of Company providing theConfidential Information; (b) is or becomes publicly known through no wrongful act of Players Incor NFLPA; or (c) is independently developed by Players Inc or NFLPA without reference to anyConfidential Information provided by Company.     **14. CONSTRUCTION.**This Agreement shall be governed by, and construed in accordance with, thelaws of the State of New York of United States of America, except that State’s conflict-of-lawsprovisions, to the extent they are inconsistent with the terms of this Section 14. The partiesconsent to the jurisdiction of the State of New York and designate the courts of the State of NewYork as the venue for any dispute arising out of, under, or relating to this Agreement.
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          IN WITNESS WHEREOF, Company and Players Inc have caused this Agreement to be signed by theirauthorized representatives, as of the day and year first above written.                      The Topps Company, Inc.   National Football League        Players Incorporated             By: /s/ Scott Silverstein   By: /s/ Douglas F. Allen                        Title: President   Title: President                        Date: 12/15/04   Date: 12/3/04             
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