THIRD AMENDMENT TO
                                CREDIT AGREEMENT
                          Dated as of February 25, 1999

     THIRD AMENDMENT, dated as of February 25, 1999 (the "Third Amendment"),  to
Credit Agreement,  dated as of May 11, 1998 (as heretofore amended and as may be
from time to time supplemented and amended, the "Credit Agreement"), between THE
TOPPS COMPANY,  INC., a Delaware  corporation  (the  "Borrower"),  and THE CHASE
MANHATTAN  BANK, in its capacity as lender (in such capacity,  the "Lender") and
as Agent (in such capacity, the "Agent").

                              W I T N E S S E T H:

     WHEREAS,  on May 11, 1998,  the Borrower,  the Lender and the Agent entered
into the Credit Agreement;

     WHEREAS, the Borrower has requested that the Lender agree to modify certain
terms of the Credit  Agreement,  and the Lender has agreed to do so on the terms
and conditions set forth herein;

     WHEREAS, unless otherwise defined herein,  capitalized terms defined in the
Credit Agreement and used herein are used herein as therein defined.

     NOW  THEREFORE,   the  parties  to  this  Third  Amendment,   for  valuable
consideration  the receipt  and  sufficiency  of which are hereby  acknowledged,
hereto agree as follows:

     I. . AMENDMENT TO INITIAL "WHEREAS" CLAUSE. The Initial "WHEREAS" clause of
the  Credit   Agreement  is  hereby   amended  by  deleting  the  dollar  amount
"$9,450,000"  where it appears  therein and replacing in lieu thereof the amount
"$12,450,000".

     I. . AMENDMENTS TO SECTION  1.01.  Section 1.01 of the Credit  Agreement is
hereby  amended (a) by amending the  definition  of  "Revolving  Commitment"  by
deleting the dollar amount  "$9,450,000"  where it appears therein and replacing
in lieu thereof the  amount"12,450,000;" (b) by amending the definition of "Loan
Documents" by inserting the words "the Topps Enterprises Guaranty," prior to the
words "the  Security  Documents"  where such words  appear  therein;  and (c) by
inserting the following definitions in the appropriate alphabetical order:

          "Guarantor" means Topps Enterprises.

<PAGE>

          "Third  Amendment"  means  that  certain  Third  Amendment  to  Credit
     Agreement,  dated as of the Third  Amendment  Effective  Date,  between the
     Borrower and the Agent.

          "Third  Amendment  Effective  Date" means the date on which all of the
     conditions to the effectiveness of the Third Amendment are either satisfied
     or waived.

          "Topps   Enterprises"  means  Topps  Enterprises,   Inc.,  a  Delaware
     corporation.

          "Topps Enterprises Guaranty" means that certain guaranty,  dated as of
     the Third  Amendment  Effective Date made by Topps  Enterprises in favor of
     the Agent and the  Lenders,  as the same may be  amended,  supplemented  or
     otherwise modified from time to time.

     I. . AMENDMENT  TO SECTION  2.05.  Section 2.05 of the Credit  Agreement is
hereby amended by (a) deleting the dollar amount "$4,500,000"  in  subparagraph
(b)(i) thereof and replacing in lieu thereof the amount  "$7,500,000" and (b) by
deleting the dollar amount  "$2,000,000" in subparagraph  (b)(iii)  thereof and
replacing in lieu thereof the amount "$3,500,000."

     I. . AMENDMENT  TO SECTION  6.04.  Section 6.04 of the Credit  Agreement is
hereby  amended by deleting the dollar  amount "$15,000,000"  in paragraph  (e)
thereof and replacing in lieu thereof the amount "$17,000,000."

     I. . AMENDMENT  TO SECTION  9.01.  Section 9.01 of the Credit  Agreement is
hereby  amended by deleting the name and address of Zalkin,  Rodin & Goodman LLP
in paragraph (b) thereof and replacing in lieu thereof the following:

          Morgan,  Lewis & Bockius  LLP,
          101 Park  Avenue,  New York,  New York 10178-0060
          Attention: Mark F. Liscio, Esq. (Telecopy No. 212-309-6273)

     I. .  AMENDMENT  TO  SCHEDULES.  Schedule  2.01 of the Credit  Agreement is
hereby  amended and  replaced in its  entirety by Exhibit A hereto and  Schedule
3.06 of the Credit  Agreement is hereby  amended and replaced in its entirety by
Exhibit B hereto.

     I. . REPRESENTATIONS AND WARRANTIES.  The Borrower and the Guarantor hereby
represent and warrant that:

<PAGE>

          1. each of the representations and warranties contained in Article III
     of the Credit Agreement and in each of the other Loan Documents is true and
     correct (provided that any  representations and warranties which speak to a
     specific date shall remain true and correct as of such specific date);

          1. after giving effect to this Third Amendment, there does not exist a
     Default or an Event of Default as of the date hereof;

          1. the  execution,  delivery and  performance  by the Borrower of this
     Third Amendment (i) are within the corporate  powers of the Borrower,  (ii)
     have been duly  authorized  by all  necessary  corporate  and, if required,
     stockholder  action,  and (iii) (A) do not  require any consent or approval
     of,  registration or filing with, or any other action by, any  Governmental
     Authority,  except such as have been obtained or made and are in full force
     and effect and except filings  necessary to perfect Liens created under the
     Loan  Documents,  (B) will not violate any  applicable law or regulation or
     the charter,  by-laws or other organizational  documents of the Borrower or
     any of its  Subsidiaries or any order of any  Governmental  Authority,  (C)
     will not violate or result in a default under any  indenture,  agreement or
     other  instrument  binding upon the Borrower or any of its  Subsidiaries or
     its assets, or give rise to a right thereunder to require any payment to be
     made by the Borrower or any of its Subsidiaries, and (D) will not result in
     the creation or  imposition of any Lien on any asset of the Borrower or any
     of its Subsidiaries, except Liens created under the Loan Documents.

          1. This Third  Amendment  has been duly  executed and delivered by the
     Borrower.

          1. This Third Amendment is the legal,  valid and binding obligation of
     the  Borrower,  enforceable  against the  Borrower in  accordance  with its
     terms.

     I. . CONDITIONS  PRECEDENT.  This Third Amendment shall become effective on
the date (the "Third  Amendment  Effective Date") on which each of the following
conditions is satisfied or waived:

          1. The Agent (or its  counsel)  shall  have  received  from each party
     hereto either (i) a counterpart of this Third Amendment signed on behalf of
     such party or (ii) written  evidence  satisfactory  to the Agent (which may
     include  telecopy  transmission  of a signed  signature  page of this Third
     Amendment)  that  such  party  has  signed  a  counterpart  of  this  Third
     Amendment;

          1. The Agent (or its counsel) shall have received an original executed
     Amended and  Restated  Revolving  Credit  Note,  dated the Third  Amendment
     Effective  Date,  made by the Borrower in favor of the Agent, in the amount
     of $12,450,000;


<PAGE>

          1. The Agent (or its counsel) shall have received signed  counterparts
     of the Topps  Enterprises  Guaranty  substantially in the form of Exhibit C
     hereto and a Trademark Security Agreement Supplement,  substantially in the
     form of Exhibit A to the Trademark Security Agreement,  with respect to any
     additional  Trademark  Collateral  acquired since the date of the Trademark
     Security Agreement;

          1. The Agent (or its counsel)  shall have received such  documents and
     certificates as the Agent or its counsel may reasonably request relating to
     the  organization,  existence  or good  standing  of the  Borrower  and the
     Guarantor,  the authorization of the transactions  contemplated  hereby and
     any other legal matters relating to the Borrower,  the Guarantor,  the Loan
     Documents  or  the  transactions  contemplated  hereby,  all  in  form  and
     substance satisfactory to the Agent and its counsel.

          1. The Agent (or its counsel) shall have received a certificate, dated
     the Effective Date and signed by the President, Vice President or Financial
     Officer of the Borrower,  concerning  compliance  with the  conditions  set
     forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement.

          1. The Agent (or its counsel) shall have received a favorable  written
     opinion  (addressed  to the Agent and the Lenders  and dated the  Effective
     Date)  of  Willkie  Farr &  Gallagher,  counsel  for the  Borrower  and the
     Guarantor,  covering such matters relating to the Borrower,  Guarantor, the
     Loan Documents or the transactions  contemplated  hereby as the Agent shall
     reasonably request.

          1. The Agent (or its counsel) shall have received signed  counterparts
     of a Fee Reduction  Consent Letter,  dated the Effective  Date,  which sets
     forth  the  consent  of the  Agent to the  reduction  of a  certain  fee as
     provided for in that certain Fee Letter, dated April 2, 1998.

          1.  All  consents  and  approvals  required  to  be  obtained  by  any
     Governmental  Authority  or any  other  Person  as  shall  be  required  to
     consummate the transactions  contemplated  hereby, shall have been obtained
     and all approvals  shall have expired in each case,  without the imposition
     of any burdensome conditions.

          1. The Agent shall have  received  all fees and other  amounts due and
     payable  on or prior to the  Effective  Date,  including  reimbursement  or
     payment of all  out-of-pocket  expenses required to be reimbursed or repaid
     by the  Borrower  and the  Guarantor  hereunder  or under  any  other  Loan
     Documents.

<PAGE>

          1. The Agent shall have  received such other  documents,  instruments,
     certificates and opinions as are customary for transactions of this type or
     as the Agent may reasonably request, and shall be satisfied with such other
     conditions as it may reasonably require.

     I. . CONTINUOUS EFFECT. The terms of this Third Amendment shall not operate
as a waiver by the Agent or the  Lenders,  or  otherwise  prejudice  the rights,
remedies or powers of the Agent or the Lenders under the Loan Documents or under
applicable law. Except as expressly provided herein: (x) no terms and provisions
of the Loan Documents are modified or changed by this Third  Amendment;  and (y)
the terms and provisions of the Loan Documents  shall continue in full force and
effect.

     I. .  SEVERABILITY.  The provisions of this Third Amendment are intended to
be severable.  If for any reason any provision of this Third  Amendment shall be
held  invalid or  unenforceable  in whole or in part in any  jurisdiction,  such
provision shall, as to such  jurisdiction,  be ineffective to the extent of such
invalidity or  unenforceability  without in any manner affecting the validity or
enforceability  thereof in any other  jurisdiction  or the remaining  provisions
hereof in any jurisdiction.

     I. .  COUNTERPARTS.  This Third  Amendment may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument, and any party hereto may execute this Third Amendment by signing any
such counterpart.

     I. .  INTEGRATION.  This Third  Amendment  sets forth the entire  agreement
among the parties hereto relating to the  transactions  contemplated  hereby and
supersedes  any prior oral or written  statements or agreements  with respect to
such transactions.

     I. . GOVERNING LAW. THIS THIRD AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED
IN  ACCORDANCE  WITH AND  GOVERNED BY THE LAWS OF THE STATE OF NEW YORK  WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     IN WITNESS WHEREOF,  the parties hereto have caused this Third Amendment to
be duly executed as of the day and the year first written.

                                  THE TOPPS COMPANY, INC.

     By:_________________________ Name:
                                  Title:



                                   THE CHASE MANHATTAN BANK,
                                   individually and as Agent,

     By:_________________________ Name:
                                  Title:



<PAGE>


                                                                       EXHIBIT A
                                                                              TO
                                                                 THIRD AMENDMENT


                                  SCHEDULE 2.01

                                   COMMITMENTS


                              Term Loan Commitment

     The Chase Manhattan Bank                                    $24,950,000


                              Revolving Commitment

     The Chase Manhattan Bank                                    $12,450,000

<PAGE>


                                                                       EXHIBIT B

                        SCHEDULE 3.06 - DISCLOSED MATTERS


     In August 1996,  the Company was named a defendant in a class action in the
United States District Court for the Eastern District of New York (the "New York
Court")  entitled  Sullivan et al. v. The Topps  Company,  Inc.,  No. CV 96 3779
(E.D.N.Y.) (the  "Action").  The Action  alleged,  among other things,  that the
Company violated the federal Racketeer Influenced and Corrupt  Organizations Act
("RICO") by its practice of selling sports and entertainment  trading cards with
randomly-inserted "insert"  cards,  allegedly in violation of state and federal
anti-gambling  laws.  During  the  last  two  and a half  years,  the  Company's
principal  competitors  and principal  licensors were separately sued in various
federal  courts  for  employing,  or  participating  in,  the  same  or  similar
practices. The Action sought treble damages and attorneys' fees on behalf of all
purchasers  of  packs of  cards  potentially  including  "insert"  cards  over a
four-year period. The New York Court granted the Company's motion to dismiss the
Action with prejudice in August 1997. The New York Court later denied motions by
plaintiffs  to alter,  amend or vacate  the  judgment,  and for leave to file an
amended complaint.  Plaintiffs' time to appeal all of these rulings has expired,
and the  judgment  for the  Company  dismissing  the  Action  is now  final  and
nonappealable.

     In  September  1998,  the  Company  filed an action  in the New York  Court
seeking  declaratory  and  injunctive  relief  against  a class of all  original
end-use  purchasers of trading cards marketed within the four years prior to the
filing of the complaint in packages that may contain randomly-inserted  "insert"
cards, entitled The Topps Company, Inc. v. Sullivan et al., No. CV 98 6023 (EHN)
(E.D.N.Y.) (the "Declaratory  Judgment Action") The Declaratory  Judgment Action
seeks a declaratory judgment that the defendant class of card purchasers did not
suffer any injury  cognizable  under RICO by this  practice,  and an  injunction
enjoining the  defendant  class from filing or pursuing any further RICO actions
against the  Company  relating to the  purchase  of trading  cards.  Two similar
declaratory  judgment  actions  have  been  filed by  several  of the  Company's
principal  licensors in the New York Court.  On December 14, 1998  defendants in
all of the declaratory judgment actions moved to dismiss the complaints, and the
New York Court will hear oral argument on the motion on February 26, 1999.

     In November  1998,  the Company was named a defendant in a purported  class
action  commenced in the United States District Court for the Southern  District
of California (the "California  Court")  entitled  Rodriquez et al. v. The Topps
Company,  Inc., No. CV 2121-B (AJB) (S.D. Cal.) (the "Class Action").  The Class
Action  alleged  that the  Company  violated  RICO,  and the  California  Unfair
Business  Practices  Act, by its  practice of selling  sports and  entertainment
trading cards with  randomly-inserted  "insert" cards, allegedly in violation of
state and federal  anti-gambling laws. The Class Action seeks treble damages and
attorneys'  fees on behalf of all  individuals  who purchased  packs of cards at
least in part to obtain an "insert" card over a four-year period. On January 25,
1999, the Company moved to dismiss the complaint,  and the California Court will
hear oral  argument  on the  motion  on March 1,  1999.  On  January  22,  1999,
plaintiffs  moved to  consolidate  the Class Action with similar  class  actions
pending  against  several of the Company's  principal  competitors and principal
licensors in the California Court. The Company opposed this motion.


<PAGE>



                                                                       EXHIBIT C
                                                                              TO
                                                                 THIRD AMENDMENT

                           TOPPS ENTERPRISES GUARANTY


          TOPPS  ENTERPRISES  GUARANTY,  dated as of February 25, 1999 (together
with  any  amendments,   restatements,   modifications   and  supplements,   the
"Guaranty")  made by  TOPPS  ENTERPRISES,  INC.,  a  Delaware  corporation  (the
"Guarantor"),  in favor of THE CHASE  MANHATTAN BANK, as agent (the "Agent") for
the  lenders  (the  "Lenders")  party to the Credit  Agreement  (as  hereinafter
defined). Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.

          WHEREAS,  the Agent,  the Lenders  and The Topps  Company,  Inc.  (the
"Obligor") entered into a Credit Agreement dated as of May 11, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").

          WHEREAS,  contemporaneously  with the  execution  and delivery of this
Guaranty,  the Agent,  the Lenders and the  Obligor  are  entering  into a Third
Amendment to the Credit Agreement (the "Third Amendment").

          WHEREAS,  in consideration for the Agent's and the Lenders'  agreement
to enter into the Third Amendment and the transactions contemplated thereby, the
Guarantor has agreed to guaranty the payment of the obligations  owing under the
Credit Agreement.

          WHEREAS, it is a condition precedent to the effectiveness of the Third
Amendment that the Guarantor  shall have executed and delivered to the Agent and
the Lenders this Guaranty;

          NOW,  THEREFORE,  in  consideration of the premises and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged by the Guarantor,  the Guarantor  agrees with Agent and the Lenders
as follows:

          SECTION  1.  Guaranty.   (a)  The  Guarantor  hereby   unconditionally
guarantees  the punctual  payment when due, of all  obligations of every kind or
character now or hereafter existing, whether matured or unmatured, contingent or
liquidated, of the Obligor to each of the Agent and the Lenders under the Credit
Agreement,  whether for  principal,  interest,  fees,  expenses or otherwise and
whether in United States dollars or other currencies, and any and all reasonable
expenses (including  reasonable counsel fees and expenses) incurred by the Agent
and the Lenders in enforcing any of their respective  rights under this Guaranty
(all such obligations being collectively referred to as the "Obligations").


<PAGE>


          SECTION 2. Guaranty of Payment.  The Guarantor further agrees that its
guarantee hereunder  constitutes a guarantee of payment and performance when due
and not of collection, and waives any right to require that any resort be had by
any of the  Lenders  to (i) the  Obligor,  (ii) any other  guarantor,  (iii) any
Collateral  held for payment of the Obligations or to any balance of any deposit
account  or credit on the books of the  Lenders  in favor of the  Obligor or any
other person or (iv) recourse against any other party.

          SECTION  3.  Guaranty  Absolute.  The  Guarantor  guarantees  that the
Obligations  will be performed and paid strictly in accordance with the terms of
the Loan Documents,  regardless of any law, regulation or order now or hereafter
in effect in any  jurisdiction  affecting any of such terms or the rights of any
of  the  Lenders  with  respect  thereto  and  is not  subject  to  any  setoff,
counterclaim  or  defense.  The  Obligations  of  the  Guarantor  hereunder  are
independent  of the  obligations  of  other  persons  under  any  other  related
document,  and a  separate  action or  actions  may be  brought  and  prosecuted
hereunder  whether the action is brought  against any such person or whether any
such  person is  joined in any such  action or  actions.  The  liability  of the
Guarantor under this Guaranty shall be absolute and unconditional, and shall not
be affected or released in any way, irrespective of:

          (i) any lack of validity or enforceability  of the Loan Documents,  or
          to the Obligations;

          (ii) any change in the time,  manner or place of payment of, or in any
          other term of, all or any of the  Obligations,  or any other amendment
          or waiver of or any consent to departure from any document  evidencing
          or  relating  to  any  of  the  Obligations  or  the  Loan  Documents,
          including,  but  not  limited  to,  an  increase  or  decrease  in the
          Obligations;

          (iii) any taking and holding of Collateral or any other  collateral or
          additional  guaranties  for  all or any  of  the  Obligations,  or any
          amendment, alteration, exchange, substitution,  transfer, enforcement,
          waiver,  subordination,  termination,  or  release  of any  collateral
          securing  the  Obligations,  if any (the  "Collateral")  or any  other
          collateral or such guaranties, or any non-perfection of any collateral
          or any consent to departure from any such guaranty;

          (iv) any manner of application of Collateral or any other  collateral,
          or proceeds thereof,  to all or any of the Obligations,  or the manner
          of sale of any Collateral or any other collateral;


<PAGE>


               (v) any  consent  by one or more of the  Lenders  to the  change,
               restructuring  or  termination  of  the  corporate  structure  or
               existence  of  the  Obligor  or any  affiliate  thereof  and  any
               corresponding  restructuring  of the  Obligations,  or any  other
               restructuring  or refinancing  of the  Obligations or any portion
               thereof;

               (vi) any modification,  compromise,  settlement or release by one
               or  more  of the  Lenders,  by  operation  of  law or  otherwise,
               collection  or  other  liquidation  of  the  Obligations  or  the
               liability  of the  Obligor  and any  other  guarantor,  or of the
               Collateral or any other collateral,  in whole or in part, and any
               refusal of payment by one or more of the Lenders,  in whole or in
               part, from the Obligor or any guarantor in connection with any of
               the Obligations, whether or not with notice to, or further assent
               by, or any reservation of rights against, the Guarantor;

               (vii) the waiver of the  performance or observance by the Obligor
               of any agreement,  covenant, term or condition to be performed by
               it;

               (viii) the  voluntary or  involuntary  liquidation,  dissolution,
               sale of all or substantially  all of the property,  marshaling of
               assets and  liabilities,  receivership,  insolvency,  bankruptcy,
               assignment   for  the  benefit  of   creditors,   reorganization,
               arrangement,  composition  or  readjustment  of, or other similar
               application  or  proceeding  affecting  the Obligor or any of its
               assets;

               (ix)  the  release  of  the  Obligor  from  the   performance  or
               observance  of any  agreements,  covenants,  terms or  conditions
               contained in any agreement or document  evidencing or relating to
               the Obligations or the Loan Documents by operation of law; or

               (x) any other  circumstance  (including,  but not limited to, any
               statute  of  limitations)  which  might  otherwise  constitute  a
               defense available to, or a discharge of, the Guarantor.

               Without  limiting the generality of the foregoing,  the Guarantor
          hereby  consents,  and hereby  agrees,  that the rights of the Lenders
          hereunder, and the liability of the Guarantor hereunder,  shall not be
          affected  by any and  all  releases  of any  Collateral  or any  other
          collateral.  This  Guaranty  shall  continue  to  be  effective  or be
          reinstated,  as the case may be, if at any time any  payment of any of
          the  Obligations  is  rescinded  or must  otherwise be returned by the
          Lender  upon  the  insolvency,  bankruptcy  or  reorganization  of the
          Obligor or otherwise, all as though such payment had not been made.


<PAGE>

          SECTION 4. Waivers.  The Guarantor  waives  presentment  to, demand of
payment  from and protest to the Obligor,  or any other  guarantor of any of the
Obligations, and also waives notice of acceptance of its guarantee and notice of
protest  for  non-payment.  The  Guarantor  hereby  further  waives  promptness,
diligence,  notice of acceptance and any other notice with respect to any of the
Obligations  and this  Guaranty and any  requirement  that the Lenders  protect,
secure,  perfect or insure any security interest or lien or any property subject
thereto or exhaust  any right or take any action  against  the  Obligor,  or any
other person or any Collateral or any other collateral.


          SECTION 5. Covenants. The Guarantor hereby waives any right to require
the Lenders to proceed against the Obligor, any other guarantor or any person or
proceed  against any  Collateral  or any other  collateral,  or pursue any other
remedy in the power of the Agent or the Lenders.

          SECTION 6.  Subrogation.  Upon payment by the Guarantor of any sums to
the Lenders  hereunder,  all rights of the Guarantor against the Obligor arising
as a result thereof by way of right of  subrogation  or otherwise,  shall in all
respects  be  subordinate  and junior in right of payment to the prior final and
defeasible  payment in full of all the Obligations.  If any amount shall be paid
to the  Guarantor  for the account of the Obligor,  such amount shall be held in
trust for the benefit of the Lenders and shall  forthwith be paid to the Lenders
to be credited and applied to the Obligations, whether matured or unmatured.

          SECTION 7. Amendments, Etc. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by the  Guarantor  herefrom  shall in
any event be  effective  unless the same  shall be in writing  and signed by the
Lenders and then such waiver or consent shall be effective  only in the specific
instance and for the specific purpose for which given.

          SECTION 8. Notices,  Etc. All notices and other  communications to any
party  provided  for  hereunder  shall  be in  writing  (including  telegraphic,
telecopy,  telex or cable  communication) and mailed,  telegraphed,  telecopied,
telexed,  cabled  or  delivered,  addressed  to such  party,  in the case of the
Grantor, at 919 North Market Street,  Wilmington,  Delaware 19801,  Attention of
Ms. Barbara M. Morris (Telecopy No.  302-427-2323) with a copy to Willkie Farr &
Gallagher,  787 Seventh  Avenue,  New York,  New York  10019-6099  (Telecopy No.
212-728-8111),  Attention of William Hiller,  Esq., in the case of the Agent, at
the address of the Agent referred to in Section 9.01(b) of the Credit Agreement,
or as to any party at such other address as shall be designated by such party in
a written notice to each other party  complying as to delivery with the terms of
this Section.  All such notices and other  communications shall be effective (a)
when  received,  if mailed or delivered,  or (b) when delivered to the telegraph
company,  transmitted by telecopier,  confirmed by telex answerback or delivered
to the cable company, respectively, addressed as aforesaid.

          SECTION 9. No Waiver,  Remedies.  No failure on the part of any of the
Lenders to  exercise,  and no delay in  exercising,  any right  hereunder  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any

<PAGE>

right hereunder  preclude any other or further  exercise thereof or the exercise
of any  other  right.  The  remedies  herein  provided  are  cumulative  and not
exclusive  of any remedies  provided by law,  the Credit  Agreement or any other
agreement relating to the Obligations.

          SECTION  10.  Right of  Set-off.  Upon the  occurrence  and during the
continuance  of any Event of Default,  the Lenders are hereby  authorized at any
time and from time to time, to the fullest  extent  permitted by law, to set off
and apply any and all deposits (general or special, time or demand,  provisional
or final) at any time held and other indebtedness at any time owing by the Agent
or the Lenders to or for the credit or the account of the Guarantor  against any
and all of the Obligations of the Guarantor now or hereafter existing under this
Guaranty,  irrespective  of whether the Lenders shall have made any demand under
this Guaranty and although such Obligations may be contingent and unmatured. The
rights of the Lenders  under this Section 10 are in addition to other rights and
remedies  (including,  without  limitation,  other rights of set-off)  which the
Lenders may have.

          SECTION  11.  Continuing  Guaranty;   Transfer  of  Note;  Release  of
Guaranty.  This  Guaranty is a continuing  guaranty and shall (i) remain in full
force and effect  until the  payment in full of all of the  Obligations  and all
other amounts  payable under this Guaranty,  (ii) be binding upon the Guarantor,
its successors and assigns, and (iii) inure to the benefit of and be enforceable
by the Lenders and their respective successors, transferees and assigns. Without
limiting the generality of the foregoing clause (iii), each Lender may assign or
otherwise  transfer any instrument of indebtedness of the Obligor held by it, or
any interest  therein,  or grant any  participation in its rights or Obligations
under any agreement  relating to the Obligations and the Loan Documents  subject
to the provisions of such  agreement to any other person,  and such other person
shall thereupon  become vested with all the rights in respect thereof granted to
the Lender.

          SECTION  12.  Jurisdiction;  Waiver of Jury Trial.  (a) THE  GUARANTOR
HEREBY  IRREVOCABLY  SUBMITS  ITSELF TO THE EXCLUSIVE  JURISDICTION  OF BOTH THE
SUPREME  COURT OF THE STATE OF NEW YORK,  NEW YORK COUNTY AND THE UNITED  STATES
DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK, AND ANY APPEAL THEREFROM,
FOR THE  PURPOSE  OF ANY SUIT,  ACTION  OR OTHER  PROCEEDING  ARISING  OUT OF OR
RELATING TO THIS GUARANTY,  AND HEREBY WAIVES,  AND AGREES NOT TO ASSERT, BY WAY
OF MOTION,  AS A DEFENSE OR OTHERWISE,  IN ANY SUIT,  ACTION OR PROCEEDING,  ANY
CLAIM THAT IT IS NOT PERSONALLY  SUBJECT TO THE  JURISDICTION OF THE ABOVE-NAMED
COURTS  FOR ANY  REASON  WHATSOEVER,  THAT SUCH SUIT,  ACTION OR  PROCEEDING  IS
BROUGHT IN AN INCONVENIENT FORUM OR THAT THIS GUARANTY MAY NOT BE ENFORCED IN OR
BY SUCH COURTS.  NEITHER THE GUARANTOR  NOR THE LENDER WILL SEEK TO  CONSOLIDATE
SUCH  PROCEEDING INTO ANY ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED.


<PAGE>

          SECTION 13.  Applicable  Law. THIS  GUARANTY  SHALL IN ALL RESPECTS BE
CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.

          SECTION  14.  Expenses  of the Agent and the  Lenders.  The  Guarantor
agrees to pay all reasonable and necessary  out-of-pocket  expenses  incurred by
the Agent and the Lenders in connection  with the  enforcement  or protection of
its rights or the rights of the Agent and the Lenders  generally  in  connection
with the  Guaranty  including,  but not  limited  to,  the  reasonable  fees and
disbursements of counsel for the Agent and the Lenders.



                          [Signature on Following Page]


<PAGE>



          IN WITNESS WHEREOF,  the Guarantor has caused this Guaranty to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.


                                             TOPPS ENTERPRISES, INC.



                                             By:

                                             Name:
                                             Title:




<PAGE>
                                                                       EXHIBIT E


                     TRADEMARK SECURITY AGREEMENT SUPPLEMENT


          TRADEMARK SECURITY AGREEMENT SUPPLEMENT, dated as of February 25, 1999
(this  "Supplement"),  made by THE TOPPS COMPANY,  INC., a Delaware  corporation
(the  "Grantor") to The Chase  Manhattan  Bank, with an office at Four Metrotech
Center, Brooklyn, New York 11245, as agent (the "Agent") for the benefit of each
of the lenders (the "Lenders") signatory to the Credit Agreement dated as of May
11, 1998 (as may have been or may be amended, supplemented or otherwise modified
from time to time, the "Credit Agreement") among the Grantor,  the Agent and the
Lenders.

          WHEREAS, all terms used herein and not otherwise defined herein shall,
unless the context specifically requires otherwise, have the respective meanings
ascribed to them in, or pursuant to the  provisions  of, the Trademark  Security
Agreement (as hereinafter defined);

          WHEREAS,  pursuant to the terms of the Credit  Agreement and the other
Loan Documents,  the Lenders agreed to make Loans to the Borrower upon the terms
and subject to the  conditions  set forth  therein to be  evidenced by the Notes
issued by the Borrower and to be guarantied by the Guarantors thereunder;

          WHEREAS,  the Trademark  Security  Agreement  dated as of May 11, 1998
(the "Trademark Security  Agreement") and recorded on May 15, 1998 in Reel 1727,
Frame 0397 in the United States Patent and Trademark Office was delivered by the
Grantor  in favor of the  Agent to  secure  its  obligations  under  the  Credit
Agreement and the other Loan Documents; and

          WHEREAS,  the Grantor and the Agent mutually  desire to supplement the
Trademark Security Agreement to add certain additional  Trademarks as collateral
for the respective obligations of Grantor under the Credit Agreement.

          NOW,   THEREFORE,   for  valuable   consideration,   the  receipt  and
sufficiency  of which are hereby  acknowledged,  the parties  hereto  agree that
Schedule I to the Trademark Security Agreement is hereby supplemented to add the
Trademark(s) set forth on Schedule A hereto.



<PAGE>


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


                                   THE TOPPS COMPANY, INC.


          By:_____________________________________________
                                     Name:
                                     Title:



                                    AGENT:
                                    THE CHASE MANHATTAN BANK


          By:_____________________________________________
                                     Name:
                                     Title:

          By:_____________________________________________
                                     Name:
                                     Title:




<PAGE>


                                                                      SCHEDULE A
                                                           TO TRADEMARK SECURITY
                                                            AGREEMENT SUPPLEMENT

                              ADDITIONAL TRADEMARKS

Trademark               Class            Serial Number              Filing Date

Bowman Rookie Card         16               75/578771                10/28/98
Precious Piggies & Pals    28               75/578377                10/23/98