AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     AMENDED AND RESTATED EMPLOYMENT  AGREEMENT (the "Agreement"),  effective as
of the 1st day of March,  1999,  by and  between  THE  TOPPS  COMPANY,  INC.,  a
Delaware  corporation (the "Company"),  and ARTHUR T.  SHORIN, a resident of New
York (the "Executive").


                              W I T N E S S E T H:

     WHEREAS,  the  Executive  and the  Company  are  parties  to an  employment
agreement  originally   effective  as  of  October 28,   1991  (the  "Employment
Agreement");

     WHEREAS,  pursuant to Section 16 of the Employment  Agreement,  the parties
may amend the Employment Agreement by written instrument;

     WHEREAS,  the  Executive  and the  Company  desire to amend the  Employment
Agreement  to set forth the terms on which  the  Executive  will  serve as Chief
Executive  Officer of the Company from March 1, 1999 through  February 28, 2002;

     WHEREAS,  the  Executive is willing to continue to serve the Company on the
terms and conditions herein provided;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
promises and covenants  herein  contained,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


1. EMPLOYMENT

     The Company  agrees to employ the  Executive  and the  Executive  agrees to
serve the Company on the terms and conditions set forth herein.

2. TERM

     This Agreement shall have a three-year term, which shall commence as of the
date first above written and end on March2,  2002, unless terminated earlier as
provided in Section 6 hereof.  Notwithstanding  the foregoing,  the term of this



<PAGE>


Agreement may be extended by mutual  agreement of the parties in accordance with
subsection 7(d) hereof.

3. POSITION AND DUTIES

     (a) The Executive shall serve as sole President and Chief Executive Officer
of the Company and shall perform such duties and exercise such  supervision  and
powers  over and with  regard to the  business  of the Company as are similar in
nature to those duties and services customarily  associated with the position of
Chief  Executive  Officer,  as well as such other similar duties and services as
may be reasonably  prescribed from time to time by the Board of Directors of the
Company (the  "Board").  The Executive  shall perform such duties to the best of
his ability and in a diligent and proper manner.

     (b)  Subject  to the next  succeeding  sentence,  except  during  customary
vacation  periods  and  periods of  illness,  the  Executive  shall,  during his
employment hereunder,  devote substantially his full business time and attention
to the performance of services for the Company.  The Company hereby acknowledges
that the  Executive  shall be  permitted  to devote a  reasonable  amount of his
business time,  consistent with his duties to the Company,  to the management of
personal and family interests.

4. PLACE OF PERFORMANCE

     In connection with the Executive's employment by the Company, the Executive
shall be based at the principal  executive offices of the Company located in New
York, New York, except for reasonably necessary travel on the Company's business
and in connection with the performance of his duties hereunder.

5. COMPENSATION AND RELATED MATTERS

     (a) Base Salary.  During the term of this Agreement,  the Company shall pay
to the  Executive a base salary at a rate of  $822,269  per annum,  which may be
increased from time to time in the sole discretion of the Compensation Committee
of the Board ("Base Salary"). Base Salary shall be paid in equal installments in
accordance with normal payroll  practices of the Company but not less frequently
than  monthly.  Base  Salary  payments  (including  any  increased  Base  Salary
payments) hereunder shall not in any way limit or reduce any other obligation of
the Company hereunder,  and no other compensation,  benefit or payment hereunder
shall in any way  limit or  reduce  the  obligation  of the  Company  to pay the
Executive's Base Salary hereunder.

                                       2
<PAGE>

     (b) Expenses.  During the term of this  Agreement,  the Executive  shall be
entitled to receive  prompt  reimbursement  from the  Company of all  reasonable
expenses  incurred by the Executive in promoting the business of the Company and
in  performing  services  hereunder,   including  all  expenses  of  travel  and
entertainment  and living  expenses  while away from home on  business or at the
request of and in the service of the Company,  provided  that such  expenses are
incurred and  accounted  for in  accordance  with the  policies  and  procedures
established by the Company from time to time.

     (c) Other Benefits. (i) Nothing contained herein shall affect adversely the
Executive's  right to  participate  in any of the  Company's  employee  pension,
profit  sharing,  tax-deferred  savings and welfare  benefit plans  provided for
employees   generally  (other  than  severance   plans),  or  in  any  executive
compensation arrangements (including,  without limitation,  Company-paid medical
insurance and medical  expense  reimbursement  plans,  and cash or  equity-based
incentive  compensation  plans) in which any of the  executive  officers  of the
Company are entitled to  participate  (collectively,  the "Company  Compensation
Plans"),  but the benefits provided under this Agreement shall be in lieu of all
other benefits  provided under any Company  severance  plan.  During the term of
this  Agreement,  the Executive  shall be entitled to participate in all Company
Compensation  Plans on a basis which is no less  favorable than for other senior
executive officers of the Company and thereafter, to the extent post-termination
benefits are required  under the terms of the  respective  Company  Compensation
Plans.

     (ii) During the term of this Agreement, the Executive shall not be eligible
to participate in the Company's group term life insurance program. The Executive
shall be eligible to participate in the Company's Long-Term Disability Insurance
Plan  as in  effect  on the  date of  this  Agreement  (the  "LTD  Plan")  until
attainment  of age 65. For purposes of the LTD Plan,  during the period prior to
attaining 65, the definition or other standard for determining  disability,  the
Executive's  eligibility  for long-term  disability  benefits,  and the level of
coverage, time of commencement, duration of benefits, and offsets to benefits on
account of other  disability  benefits or other sources of income,  shall all be
made by reference to the provisions and procedures of the LTD Plan.

     (iii) The Company and the  Executive  agree that nothing in this  Agreement
shall preclude the Company from amending or terminating any Company Compensation

                                       3

<PAGE>


Plan whether now or  hereinafter  in effect,  it being the intent of the parties
that the Executive shall continue to be entitled during the Executive's  term of
employment to benefits under such Company  Compensation  Plans at least equal to
those under which he is covered as of the date of execution  of this  Agreement.
Nothing in this  Agreement  shall  operate as, or be construed to  authorize,  a
reduction without the Executive's written consent of the level of such benefits;
in the event of any such  reduction,  by  amendment or  termination  of any such
Company  Compensation  Plan,  the  Executive  shall  continue  to be entitled to
receive  from the Company  during the term of this  Agreement  benefits at least
equal in value to the benefits to which the  Executive  would have been entitled
under such Company Compensation Plans if such reduction had not taken place.

     (d) Bonus Compensation. For each fiscal year of the Company during the term
of  this  Agreement,  the  Executive  shall  be  eligible  for  a  target  bonus
opportunity  which is no less  favorable  than that  provided  for other  senior
executive officers of the Company.  Determination of the Executive's bonus shall
be based on the same  objectives  used for  determining  bonus payouts for other
senior executives of the Company.

     (e) Option  Awards.  On March 1,  1999, the  Compensation  Committee of the
Board  approved  the grant to the  Executive  of an  option  (the  "Option")  to
purchase  250,000  shares of the  Company's  common  stock.  Except as otherwise
provided  by this  Agreement,  such  grant  shall be  governed  by the terms and
conditions of The Topps Company, Inc. 1996 Stock Option Plan (the "Option Plan")
and of the  related  Option  Agreement  entered  into by the  Executive  and the
Company as of March 1,  1999. Future grants of options to the Executive shall be
made under the  Company's  Option  Plan at the  discretion  of the  Compensation
Committee of the Board.

     (f) Other  Incentive  Compensation  Arrangements.  During  the term of this
Agreement,  without  limitation upon the rights  otherwise  conferred under this
Section, the Executive shall be entitled to participate in all newly-implemented
equity or cash-based  incentive  compensation  arrangements on the same basis as
other  senior  executive  officers  of the  Company.

     (g)  Funding of Existing  Supplemental  Pension  Agreement.  (i) To provide
funding  for the  Executive's  existing  supplemental  pension  agreement  dated
May 19,  1986 (the "Supplemental  Pension  Agreement"),  an irrevocable  "rabbi"
trust was established on May 20, 1993 with Sanford B.  Ehrenkranz,  Esq. serving
as trustee (the "Rabbi Trust"). Such trust includes provisions that limit access

                                       4

<PAGE>


of the Company and the  Company's  creditors to assets held  thereunder,  to the
maximum extent consistent with the Executive's not being in constructive receipt
of income with respect to assets contributed,  under current ruling standards of
the Internal Revenue Service. The Company shall arrange for an updated actuarial
valuation to be performed and shall  contribute cash or cash equivalents to such
trust  with a value  equal  to the  present  value of the  supplemental  pension
benefits  currently  accrued  for the  Executive  in respect of Company  service
through December 31,  1998 under the Supplemental  Pension Agreement,  not later
than  September 30,  1999.  The  Company  shall  thereafter  make an annual cash
contribution  prior to the end of the current and each succeeding fiscal year of
the  Company  in an amount  sufficient  to fully fund the  present  value of the
Executive's accrued  supplemental  pension benefit as of the end of the calendar
year which ends within such fiscal year, based on the lump sum amount that would
have been distributable to the Executive, assuming termination of employment had
occurred on such date.  The Company shall provide  annual  written notice to the
Executive identifying the assets held under the Rabbi Trust and stating the fair
market  value  thereof  within  45 days  after the  making  of each such  annual
contribution.  The amount to be contributed  from time to time shall be based on
an actuarial valuation of the Executive's accrued  supplemental  pension benefit
prepared by an independent actuary of a major actuarial consulting firm selected
by the  Executive  and agreeable to the Company and the fair market value of the
assets held under such trust as of the end of the  calendar  year for which such
contribution  is being made.  The trustees  shall be  instructed to invest trust
assets in a reasonable,  prudent and  conservative  manner  consistent  with the
preservation of trust corpus.

     (ii)  Actuarial  assumptions  used for  funding and  determining  actuarial
equivalence of benefits shall be consistent  with those used under the Company's
qualified  pension plan.

     (iii) The parties  hereto  agree that the  Supplemental  Pension  Agreement
shall not be amended or terminated without the Executive's prior written consent
and that all of the Executive's  benefits  thereunder,  whether now or hereafter
accrued,  are fully vested and may not be reduced or eliminated  for any reason,
notwithstanding  any contrary  provision of the Supplemental  Pension Agreement.

     (h) Vacations.  During the term of this  Agreement,  the Executive shall be
entitled  to the number of paid  vacation  days in each  calendar  year,  and to
compensation  in  respect  of earned but unused  vacation  days,  determined  in


                                      5
<PAGE>

accordance with the Company's  vacation policy as in effect immediately prior to
the execution of this Agreement.

     (i) Services Furnished; Prequisites. During the term of this Agreement, the
Company shall furnish the Executive  with office space,  secretarial  assistance
and such other  facilities,  services and  perquisites as are being furnished to
the  Executive  immediately  prior to the date of this  Agreement or as shall be
suitable to the  Executive's  position and adequate for the  performance  of his
duties as set forth in Section 3 hereof.

6. TERMINATION

     The Executive's  employment  hereunder may be terminated without any breach
of  this  Agreement  only  under  the  following  circumstances:

     (a) Death or Disability.  (i) The  Executive's  employment  hereunder shall
terminate upon his death.

     (ii) If the  Executive  shall have been unable to perform his duties due to
physical or mental  illness  for a period of six  consecutive  months,  or for a
period of six months  within any twelve month period then,  notwithstanding  the
provisions  of  Section 2,  the  Company  may at any time  after  the end of the
applicable  period  of  nonperformance   give  to  the  Executive  a  Notice  of
Termination (as defined in subsection 6(e)  hereof) and his employment hereunder
shall terminate on the date provided in  subsection (f)  hereof.

     (b) Cause. The Company may terminate the Executive's  employment  hereunder
at any time for Cause.  For purposes of this  Agreement,  the Company shall have
"Cause" to terminate the Executive's  employment hereunder upon (A) the engaging
by the Executive in willful  misconduct  which is  demonstrably  and  materially
injurious to the Company,  or (B) the  conviction  of the  Executive of a felony
involving moral  turpitude with all appeals  related to such  conviction  having
been exhausted.  For purposes of this  paragraph,  no act, or failure to act, on
the Executive's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without  reasonable belief that his action or
omission was in the best  interest of the Company.  The  Executive  shall not be
deemed to have been  terminated for Cause unless the Company shall have given or
delivered to the  Executive  (i) reasonable  notice (the  "Preliminary  Notice")
setting  forth,  in  reasonable  detail the facts and  circumstances  claimed to
provide a basis for termination for Cause, (ii) an opportunity for the Executive
to cure any action alleged as the basis for termination  under clause (A) above,

                                        6

<PAGE>

(iii)a reasonable  opportunity for the Executive,  together with his counsel, to
be heard before the Board, and (iv) a Notice of Termination stating that, in the
good faith  opinion of not less than a majority of the entire  membership of the
Board,  the  Executive  was guilty of conduct  set forth in  clauses (A)  or (B)
above,  and specifying the  particulars  thereof in detail.  Upon receipt of the
Preliminary Notice, the Executive shall have thirty (30) days in which to appear
before  the  Board  with  counsel,  or take  such  other  action  as he may deem
appropriate, and such thirty (30) day period is hereby agreed to as a reasonable
opportunity for the Executive to be heard.

     (c)  Termination  by the  Executive  for Good  Reason.  The  Executive  may
terminate his employment  hereunder at any time for Good Reason. For purposes of
this Agreement,  "Good Reason" shall mean (A) a failure by the Company to comply
with any material  provision of this Agreement  including,  without  limitation,
sub-section  13(c)  hereof,  which has not been cured within ten (10) days after
notice of such  noncompliance  has been given by the  Executive  to the Company,
(B) the  assignment to the Executive by the Company of duties  inconsistent with
the Executive's position, authority, duties, responsibilities or status with the
Company as in effect  immediately  after the date of execution of this Agreement
including,  but not  limited  to, any  reduction  whatsoever  in such  position,
authority,  duties,  responsibilities  or status, or a change in the Executive's
titles or offices,  as then in effect,  or any removal of the Executive from, or
any  failure to reelect  the  Executive  to,  any of such  positions,  except in
connection  with the  termination  of his  employment  on  account of his death,
disability,  or for Cause, (C) any reduction in compensation or benefits without
the Executive's prior written consent,  (D) the  requirement of excessive travel
on the part of the Executive,  (E) a  relocation by the Company of the Company's
principal executive offices or of the Executive's  principal place of employment
to any location outside the Borough of Manhattan,  (F) any other material change
in the  conditions of employment if the Executive  determines in good faith that
his customary duties can no longer be performed  because of the change,  (G) any
purported  termination  of the  Executive's  employment  which  is not  effected
pursuant  to  a  Notice  of   Termination   satisfying   the   requirements   of
subsection 6(e)  hereof or, in the case of a termination  allegedly for "Cause",
which  fails  to  satisfy  the  requirements  of  clauses (i)  through  (iv)  of
subsection 6(b)  hereof (and for purposes of this  Agreement  no such  purported
termination shall be effective),  or (H) the occurrence of a "Change in Control"
of the Company,  as defined in Section 8 of the Option Plan, except that, (i) in

                                       7

<PAGE>

determining  whether a Change in Control has  occurred,  the fact that the Board
may have previously approved the acquisition of voting securities,  or tender or
exchange  offer  for the  purchase  of the  Company's  common  stock,  shall  be
disregarded  and  (ii) such  event  shall  only be an event of Good  Reason if a
Notice of Termination as a result of such event is given by the Executive to the
Company within 24 months after the occurrence thereof.

     (d)  Termination by the Executive on account of  Retirement.  The Executive
may  terminate  his  employment  without  Good Reason at any time.  Provided the
Executive  complies  with  his  obligations  under  Sections  11  and  12 of the
Agreement,  such  termination  shall be treated as on account of Retirement with
the consent of the Board.

     (e) Notice of Termination. Any termination of the Executive's employment by
the  Company or by the  Executive  shall be  communicated  by written  Notice of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of  Termination"   shall  mean  a  notice  which  shall  indicate  the  specific
termination  provision  in this  Agreement  relied  upon and  shall set forth in
reasonable  detail  the facts and  circumstances,  if any,  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated.

     (f)  Date of  Termination.  "Date  of  Termination"  shall  mean (i) if the
Executive's  employment is terminated by his death, the date of his death,  (ii)
if the Executive's employment is terminated for Cause, the date specified in the
Notice of Termination,  and (iii) if the Executive's employment is terminated by
reason of the expiration of the term of this  Agreement  under Section 2 hereof,
the  date  of  such  expiration,  and  (iv)  if the  Executive's  employment  is
terminated for any other reason, thirty (30) days after Notice of Termination is
given.

7. COMPENSATION UPON TERMINATION

     The compensation and benefit arrangements set forth in this Section 7 shall
be paid or  provided  for by the Company  upon  termination  of the  Executive's
employment  under the  circumstances  indicated.

     (a)  Compensation  and  Benefits  Provided  in All  Events.  The  following
payments or benefits  shall be provided by the Company to the  Executive  or his
Beneficiaries  (as  defined  in  subsection 7(b)   below)  upon  termination  of

                                       8
<PAGE>

employment from the Company for any reason:

          (i) his Base Salary through the Date of Termination;

          (ii) any unpaid bonus  compensation in respect of the Company's fiscal
     year ended on or immediately prior to the Date of Termination;

          (iii) all supplemental pension benefits which have accrued through the
     Date of Termination under the Supplemental  Pension Agreement in the manner
     elected by the Executive in accordance  with the terms of the  Supplemental
     Pension Agreement.  Payments to the Executive or his Beneficiaries shall be
     made first from the Rabbi Trust, to the extent assets are then available to
     be paid from the Rabbi Trust in accordance with the provisions thereof, and
     thereafter  by the Company,  to the extent of any  insufficiency;

          (iv) all benefits to which the  Executive is then  entitled  under the
     provisions  of each Company  Compensation  Plan in which the Executive is a
     participant on the Date of Termination; and

          (v) all rights afforded under the provisions of, the Company's by-laws
     and Certificate of Incorporation  relating to  indemnification as in effect
     on the  date  hereof,  under  the  provisions  of the  Company's  insurance
     arrangements  in effect on the date hereof for the benefit of its directors
     and  officers,  each on the same  basis  provided  as for all other  former
     senior  executives of the Company,  and under Section 15 of this Agreement.

     Except as specifically provided below, the Company's sole obligation to the
Executive or his  Beneficiaries  upon any termination of employment  shall be to
provide  the  foregoing  benefits.

     (b) Benefits Payable on Death. If the Executive's  employment is terminated
on  account  of  his  death,  the  Company  shall  pay  to  the  beneficiary  or
beneficiaries  who have been  identified  in a written  notice  delivered to the
Company by the Executive prior to his date of death (his  "Beneficiaries")  in a
lump sum payment, within 30 days thereafter,  an amount equal to $500,000. If no
written notice  designating the Executive's  beneficiaries  has been received by
the Company prior to his date of death, the Executive's  estate shall be treated

                                       9
<PAGE>

as his "Beneficiary" for all purposes of this Agreement.

     (c)  Benefits  Payable  Upon  Disability.  If the  Company  terminates  the
employment of the Executive under  subsection 6(a)(ii)  by reason of disability,
the  Company  shall pay to the  Executive,  the amount of  long-term  disability
benefits required to be maintained under subsection 5(c)(ii) hereof, if any, for
so long as the Executive is disabled and remains  entitled to benefits under the
LTD Plan.  Upon the Date of Termination  because of  disability,  there shall be
pro-rata  vesting  of  the  Executive's  bonus  compensation  for  the  year  of
termination  and the Executive shall be paid a pro-rata bonus in a cash lump sum
within five days from the Date of  Termination,  determined by  multiplying  the
bonus paid or payable to the  Executive for the prior fiscal year by a fraction,
the  numerator  of which is the number of days from the  beginning of the fiscal
year in which the Date of Termination occurs until the Date of Termination,  and
the  denominator of which is 365 (a pro-rata bonus  determined in this manner is
referred  to in  Section 7(e)(A)(III)  below as a  "Pro-Rata  Bonus").  Prior to
termination for disability,  full compensation and benefits shall continue to be
provided  to the  Executive.  After  the Date of  Termination,  the  Executive's
medical  coverage  under the Company  Compensation  Plans  shall  continue to be
provided at Company  expense for the duration of  disability,  or until  earlier
attainment of age 65.

     (d) Benefits  Payable upon Failure to Extend  Beyond  Initial  Term. If the
Executive's  employment as President and Chief  Executive  Officer has continued
through the end of the initial term of this  Agreement (the  "Expiration  Date")
and the Company has not, at least 90 days prior to the Expiration Date,  offered
the Executive a two-year  extension of the term of this  Agreement  with (i) the
same  position and  responsibilities  as previously  in effect,  (ii) a  minimum
increase in Base Salary equal to the  percentage  increase in the Consumer Price
Indexes for All Urban Consumers (CPI-U) for New  York-Northern,  N.J., All Items
from March 1, 1999 to February 28,  2002, (iii) other employment terms, benefits
and  conditions  (including  severance pay and the benefits  provided under this
subsection 7(d)  hereof)  which  are not less  favorable  than  those in  effect
immediately  prior to the Expiration Date, or the economic  equivalent  thereof,
and (iv) a  signing  bonus of $500,000 in lieu of an option grant  equivalent to
that made to the Executive on March 1,  1999 (a "Minimum Renewal  Offer"),  then
the Company shall continue to provide the Executive with the following  benefits
for a period of two years  following the  Expiration  Date:

                                       10
<PAGE>

          (I)  payment of Base Salary,  on the date such salary  would  normally
               have been payable, at the rate in effect immediately prior to the
               Expiration Date;

         (II)  payment of annual bonus  compensation at a rate at least equal to
               the highest annual bonus  compensation paid to the Executive with
               respect to the three fiscal year period  ended on the  Expiration
               Date,  not later than ninety (90) days after the end of each such
               fiscal  year;  and

        (III)  provision for the Executive  and his  dependents,  if any, at the
               Company's expense, of health insurance benefits at the same level
               and on the  same  basis as such  benefits  were  provided  to the
               Executive and any dependents prior to the Expiration Date.

          If the Company  provides the Executive with the Minimum  Renewal Offer
and the Executive does not accept such offer, then the Company shall provide the
Executive  with the benefits  described in  subsection 7(d)(I),  (II), and (III)
hereof,  but only for a period of one year following the Expiration Date.

          (e) If (x) Executive's employment shall be terminated,  other than (i)
by  reason  of the  expiration  of the term of this  Agreement  under  Section 2
hereof, (with or without the making of a Minimum Renewal Offer) or (ii) pursuant
to  subsections  6(a)(i),  6(a)(ii),  6(b) or 6(d) hereof,  or (y) the Executive
shall  terminate his  employment  for Good Reason,  then the Executive  shall be
entitled to the following  additional  benefits  described under paragraphs (A),
(B), (C) and (D) below:

          (A) The Company shall pay to the Executive as severance pay, in a cash
lump sum,  on the fifth day  following  the Date of  Termination  the  following
amounts,  which shall not be discounted to take into account present value:

          (I)  the Executive's  full Base Salary through the Date of Termination
               at the rate in effect at the time Notice of Termination is given;


         (II)  a payment made as liquidated damages equal to three times the sum
               of (a)the  annual Base Salary,  at the rate in effect at the time
               Notice of Termination is given,  and (b) the highest annual bonus
               compensation  paid to the  Executive  with  respect to any of the
               three fiscal years ended coincident with or immediately  prior to

                                       11
<PAGE>

               the Date of  Termination;  and

        (III)  if the Executive's Date of Termination  coincides with the end of
               the  Company's  fiscal  year,  a  full  bonus  for  the  year  of
               termination    (in   lieu   of   the   bonus    called   for   by
               subsection 7(a)(ii)  above),  based  on the  targets  set for the
               Company's  fiscal  year in which the  termination  occurs and the
               degree of attainment of  performance  objectives  for such fiscal
               year, as determined by the Compensation Committee of the Board in
               good faith,  or if the  Executive's  Date of  Termination  occurs
               prior to the end of any Company  fiscal year,  a Pro-Rata  Bonus.

          (B) Except as provided in subparagraph  (C) below,  the Company shall,
for a period  of three  years  from the Date of  Termination,  at the  Company's
expense,  allow  the  Executive  to  continue  to  participate  in  all  Company
Compensation   Plans  in  which  the  Executive  was  entitled  to   participate
immediately  prior  to the  Date of  Termination  (or pay to the  Executive  the
after-tax economic equivalent  thereof),  and shall continue to maintain for the
Executive all life and long-term  disability  insurance  benefits required to be
provided   under   subsection 5(c)(ii)   hereof,   and  all  related   executive
perquisites,  including  a  suitable  office  and  secretary  located in midtown
Manhattan.

          (C) The  Company  shall  provide  the  Executive  with three  years of
additional   service  credit  for  pension   purposes   under  the   Executive's
Supplemental  Pension  Agreement.  In  addition,  compensation  paid or  payable
pursuant to  subsections 7(e)(A)(I)  and (III) above shall be treated as paid in
the month  immediately  preceding the Date of Termination,  compensation paid or
payable  pursuant  to  subsection  7(e)(A)(II)  above  shall be  treated as paid
ratably over the thirty-six  months  following the Date of  Termination  and all
such  compensation  shall be counted in determining  final average  compensation
under such  Agreement.  The present value of the Executive's  aggregate  accrued
benefit  under the  Supplemental  Pension  Agreement  taking into  account  such
additional  service credit and  compensation  shall be determined  within thirty
days of the Date of  Termination by the actuary  engaged  pursuant to subsection
5(g) and hereof and by using the actuarial assumptions  prescribed by subsection
5(g) hereof. Such value shall be paid to the Executive in a cash lump sum within
fifteen  days  thereafter,   notwithstanding   any  contrary  provision  of  the
Supplemental Pension Agreement. Such payments shall be made first from the Rabbi
Trust,  to the extent assets are then  available to be paid from the Rabbi Trust


                                       12
<PAGE>

in accordance with the provisions thereof, and thereafter by the Company, to the
extent of any  insufficiency.  Upon the  making of such  payments  in full,  the
Company  shall have no  further  obligation  to the  Executive  relating  to the
Supplemental  Pension  Agreement,  either  under the terms of such  Agreement or
under this Agreement.

          (D) All stock options held by the Executive  which have not previously
become  exercisable  shall  immediately  vest and become  exercisable  upon such
termination,  and shall thereafter  remain  exercisable in accordance with their
terms.

          (f) The Company's obligation to make the payments provided for in this
Agreement,  or  otherwise  to perform its  obligations  hereunder,  shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action  which the  Company  may have  against the  Executive  or others.  The
Executive shall not be required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking other employment or otherwise,  nor
shall the amount of any payment  provided for under this Agreement be reduced by
any compensation  earned by the Executive as the result of employment by another
employer after the termination of his employment hereunder or otherwise.

          (g) (i)  In  all events,  if any  payments to the  Executive  from the
Company,  or any vesting of  options,  whether  occurring  pursuant to Section 7
hereof or otherwise made to the Executive by the Company (the  "Payments"),  are
or will be subject to the tax imposed by  Section 4999  of the Internal  Revenue
Code of 1986, as amended (the "IRC") (the "Excise Tax") (or any similar tax that
may  hereafter  be imposed),  the Company  shall pay to the  appropriate  taxing
authorities   on   behalf   of  the   Executive   at  the  time   specified   in
subsection 7(g)(iii)  below an additional  amount (the "Gross-Up  Payment") such
that the net amount  retained by him, after  reduction by all Excise Taxes,  and
all  federal,  state and local  income  taxes on the  Payments  and the Gross-Up
Payment,  shall be equal to the net amount which would have been retained by him
had no part of the  Payments  been  subject to the Excise Tax.  For  purposes of
determining  whether any of the  Payments  will be subject to the Excise Tax and
the amount of such Excise Tax,  (A) all  payments or benefits  received or to be
received by the  Executive in  connection  with his  termination  of  employment
(whether  pursuant to the terms of this  Agreement  or any Company  Compensation
Plan),  shall be  treated as  "parachute  payments"  within  the  meaning of IRC
Section 280G(b)(2),  and all "excess  parachute  payments" within the meaning of
IRC  Section 280G(b)(1)  shall be treated as subject to the Excise  Tax,  unless


                                       13
<PAGE>

(i) the  Executive  otherwise  agrees in writing  that IRC  Section  4999 is not
applicable,  or (ii) in the  opinion of tax counsel  selected  by the  Company's
independent auditors, and acceptable to the Executive ("Counsel"), such payments
or benefits (in whole or in part) do not constitute parachute payments,  or such
excess   parachute   payments  (in  whole  or  in  part)  represent   reasonable
compensation  for  services   actually   rendered  within  the  meaning  of  IRC
Section 280G(b)(4)  in excess  of the base  amount  within  the  meaning  of IRC
Section 280G(b)(3),  or are  otherwise  not subject to the Excise  Tax,  (B) the
amount of the Payments which shall be treated as subject to the Excise Tax shall
be equal to the lesser of (1) the total amount of the Payments or (2) the amount
of excess  parachute  payments within the meaning of  Section 280G(b)(1)  (after
applying  clause (A),  above), and (C) the value of any non-cash benefits or any
deferred  payment or benefit shall be  determined  by the Company's  independent
auditors in accordance with the principles of IRC  Sections 280G(d)(3)  and (4).
For purposes of determining  the amount of the Gross-Up  Payment,  the Executive
shall be deemed to pay  federal,  state and local taxes at the highest  marginal
rate of federal, state and local income taxation,  respectively, in the calendar
year in which the Gross-Up  Payment is to be made.  In the event that the Excise
Tax is at any time  determined  by Counsel or by the  Internal  Revenue  Service
("IRS") to exceed the amount  taken into  account  hereunder  at the time of the
termination  of the  Executive's  employment or thereafter  (including,  without
limitation,  by reason of (A) a preliminary determination by the parties that no
Gross-Up Payment was due under this subsection 7(g) or (B) a determination which
otherwise  underestimates  the  amount of the  Gross-Up  Payment  due under this
subsection 7(g)),  the  Company  shall make an  additional  Gross-Up  Payment in
respect of such excess (plus all interest and penalties  payable with respect to
such excess) at the time the amount of such excess is finally determined. In the
event that the Excise Tax is  subsequently  determined by Counsel or pursuant to
any proceeding or negotiations with the Internal Revenue Service to be less than
the amount taken into  account  hereunder in  calculating  the Gross-Up  Payment
made, the Executive  shall repay to the Company,  at the time that the amount of
such  reduction  in the Excise Tax is finally  determined,  the  portion of such
prior Gross-Up Payment that would not have been paid if such Excise Tax had been
correctly applied in initially  calculating such Gross-Up Payment, plus interest
on   the   amount   of   such   repayment   at   the   rate   provided   in  IRC
Section 1274(b)(2)(B).  Notwithstanding the foregoing,  in the event any portion
of the  Gross-Up  Payment to be  refunded  to the  Company  has been paid to any
Federal,  state or local tax authority,  repayment thereof shall not be required


                                       14
<PAGE>

until actual  refund or credit of such  portion has been made to the  Executive,
and  interest  payable to the  Company  shall not exceed  interest  received  or
credited  to the  Executive  by such tax  authority  for the period it held such
portion.  The Executive and the Company shall  mutually agree upon the course of
action to be pursued (and the method of allocating the expenses  thereof) if the
Executive's  good faith  claim for  refund or credit is denied.

          (ii) A Gross-Up  Payment  shall be made not later  than the  thirtieth
day, or as soon thereafter as is reasonably practicable,  following the date the
Executive becomes subject to payment of the Excise Tax; provided,  however, that
if the amounts of such payment  cannot be finally  determined  on or before such
day, the Company shall pay to the appropriate  taxing authorities on such day an
estimate,  as determined in good faith by the Company,  of the minimum amount of
such  payments  and shall  pay the  remainder  of such  payment  (together  with
interest at the rate provided  under IRC Section  1274(b)(2)(B))  as soon as the
amount can be  determined  but no later than the sixtieth day after the date the
Executive  becomes  subject  to the  payment  of the  Excise  Tax,  without  the
Executive's  written  consent.

          (iii) The  Gross-Up  Payment  (or  portion  thereof)  provided  for in
subsection 7(g)(i)  above shall be paid to the appropriate taxing authorities on
behalf of the  Executive  not later  than the  required  deposit  date for taxes
withheld in respect of the Payments;  provided,  however,  that if the amount of
such Gross-Up  Payment (or portion  thereof) cannot be finally  determined on or
before  the  date  on  which  payment  is  due,  the  Company  shall  pay to the
appropriate taxing authorities on behalf of the Executive by such date an amount
estimated  in good faith by Counsel to be the  minimum  amount of such  Gross-Up
Payment and shall pay the  remainder of such  Gross-Up  Payment  (together  with
interest  at the  rate  provided  in IRC  Section 1274(b)(2)(b))  as soon as the
amount  thereof can be  determined,  but in no event later than 45 calendar days
after  payment  of the  related  Payments.  In the event  that the amount of the
estimated  Gross-Up Payment exceeds the amount  subsequently  determined to have
been due, such excess shall  constitute a loan by the Company to the  Executive,
payable  on the fifth  business  day after  written  demand by the  Company  for
payment    (together    with    interest   at   the   rate   provided   in   IRC
Section 1274(b)(2)(B)).

8. LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES

     The  Company  shall,  within  10 days of the  presentation  of a  statement
therefor, reimburse the Executive for the amount of any and all reasonable legal


                                       15
<PAGE>

fees payable to attorneys  retained by the Executive in his sole  discretion and
reasonable expenses incurred by the Executive in connection with (i) preparation
of this Agreement,  (ii) ascertaining his rights in the event of any termination
of employment other than a voluntary  termination of employment which is not for
Good Reason, or  (iii) obtaining or enforcing in good faith any right or benefit
provided to the Executive by the Company  pursuant to or in accordance with this
Agreement.  In addition,  the Company  hereby agrees that the amount of any such
legal fees and expenses  reimbursed to the Executive by the Company  pursuant to
or in  accordance  with this  Agreement  will not be taken  into  account by the
Company  in  determining  the  aggregate  compensation  paid or  payable  to the
Executive  under this Agreement,  except to the extent the amount  reimbursed is
required to be taken into account in determining the amount of any Excise Tax or
for purposes of complying with any other requirement of federal,  state or local
law.

9. INDEMNIFICATION

     The Company shall indemnify the Executive (and his legal representatives or
other successors) to the fullest extent permitted (including payment of expenses
in advance of final  disposition of the  proceeding) by the laws of the State of
Delaware,  as in  effect  at the time of the  subject  act or  omission,  or the
Certificate  of  Incorporation  and  By-Laws of the Company as in effect at such
time or on the date of this  Agreement,  whichever  affords or afforded  greater
protection  to the  Executive;  and  the  Executive  shall  be  entitled  to the
protection of any insurance policies the Company may elect to maintain generally
for the benefit of its directors and  officers,  against all costs,  charges and
expenses whatsoever incurred or sustained by him or his legal representatives in
connection  with any  action,  suit or  proceeding  to  which  he (or his  legal
representatives  or other successors) may be made a party by reason of his being
or having  been a  director,  officer or  employee  of the Company or any of its
subsidiaries. If any action, suit or proceeding is brought or threatened against
the Executive in respect of which  indemnity  may be sought  against the Company
pursuant to the foregoing,  the Executive  shall notify the Company  promptly in
writing of the  institution  of such action,  suit or proceeding and the Company
shall assume the defense hereof and the employment of counsel and payment of all
fees and expenses.

                                     16

<PAGE>

10. TAXES

     The Company shall deduct from all amounts  payable under this Agreement all
federal,  state,  local and other  taxes  required  by law to be  withheld  with
respect to such payments.

11. CONFIDENTIALITY

     Unless otherwise  required by law or judicial process,  the Executive shall
retain in confidence  after  termination of the Executive's  employment with the
Company  pursuant to this Agreement all  confidential  information  known to the
Executive  concerning  the Company and its  business  for the shorter of one (1)
year following such termination or until such information is publicly  disclosed
by the Company or otherwise  becomes  publicly  disclosed other than through the
Executive's actions.

12. COVENANTS NOT TO COMPETE OR INTERFERE

     During the term of this Agreement and for a period ending one (1) year from
and after the termination of the Executive's employment hereunder, the Executive
will not, other than on behalf of the Company, directly or indirectly, as a sole
proprietor,  member of a  partnership,  or  stockholder,  investor,  officer  or
director of a corporation,  or as an employee, agent, associate or consultant of
any person,  firm or corporation:

          (a) Solicit or accept business  (i) from any clients of the Company or
its affiliates,  (ii) from any prospective clients whose business the Company or
any of its  affiliates  is in the  process  of  soliciting  at the  time  of the
Executive's  termination,  or (iii) from  any former client which had been doing
business  with  the  Company  within  one  (1)  year  prior  to the  Executive's
termination;

          (b) Solicit any employee of the Company or its affiliates to terminate
such employee's employment with the Company; or

          (c) Engage in any business of the type performed by the Company in the
geographic  areas  where the Company is actively  doing  business or  soliciting
business at the time of the Executive's  termination.  Nothing contained in this
Section shall prohibit the Executive from making  investments in or from serving
as an officer or  employee  of a firm or  corporation  which is not  directly or
indirectly engaged in the same type of business as the Company.  Notwithstanding
the  first  sentence  of this  Section 12,  the  prohibition  described  in this


                                       17
<PAGE>

clause (c)  shall not apply if the  Executive's  employment is terminated by the
Company  without Cause or is terminated by the Executive for Good Reason.

     It is the desire  and intent of the  parties  that the  provisions  of this
Section 12 shall be enforced to the fullest  extent  permissible  under the laws
and public policies applied in each jurisdiction in which enforcement is sought.
Accordingly,  if any particular  portion of this Section 12 shall be adjudicated
to be  invalid or  unenforceable,  this  Section  12 shall be deemed  amended to
delete  therefrom the portion thus  adjudicated to be invalid or  unenforceable,
such  deletion to apply only with respect to the operation of this Section 12 in
the particular jurisdiction in which such adjudication is made.

13. SUCCESSORS; BINDING AGREEMENT

          (a) This  Agreement is personal to the Executive and without the prior
written  consent  of the  Company  shall  not  be  assignable  by the  Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.

          (b) This  Agreement  shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          (c) Unless  otherwise  occurring by operation of law, the Company will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company (a "Successor  Company") to assume  expressly and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company  would be required  to perform if no such  succession  had taken  place;
provided,  however,  that no such  succession  shall  relieve the Company of its
obligations  hereunder  unless the  assumption of this  Agreement by a Successor
Company is approved in writing by the Executive.

14. NOTICE

          For the  purposes of this  Agreement,  notices,  demands and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have  been  duly  given  when hand  delivered  or  (unless  otherwise
specified)  when  mailed  by  United  States  registered  mail,  return  receipt
requested,  postage  prepaid,  addressed as follows:

                                       18
<PAGE>

          If to the Executive:
               Mr. Arthur T. Shorin
               c/o The Topps Company, Inc.
               One Whitehall Street
               New York, New York 10004-2109

           If to the Company:
               The Topps Company, Inc.
               Attn.: Chief Financial Officer
               One Whitehall Street
               New York,  New York  10004-2109

          or to such other address as any party may have furnished to the others
in writing in  accordance  herewith,  except  that  notices of change of address
shall be effective only upon receipt.

15. SURVIVORSHIP

          The  respective  rights  and  obligations  of the  parties  hereunder,
including,   without  limitation,  the  rights  and  obligations  set  forth  in
Sections 5  through 9 and 11 through 18 of this  Agreement,  shall  survive  any
termination  of  this  Agreement  to  the  extent   necessary  to  the  intended
preservation of such rights and obligations.

16. MISCELLANEOUS

          The  parties  hereto  agree that this  Agreement  contains  the entire
understanding   and  agreement   between   them,   and   supersedes   all  prior
understandings  and agreements  between the parties respecting the employment by
the Company of the  Executive,  other than the  Supplemental  Pension  Agreement
(except as specifically provided herein) and the Company Compensation Plans. The
parties further agree that the provisions of this Agreement may not be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing signed by the parties hereto. No waiver by either party hereto at any
time of any  breach by the  other  party  hereto  of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the  same or at any  prior  or  subsequent  time.  Except  as set  forth  in the
Supplemental  Pension Agreement or the Company Compensation Plans, no agreements
or representations,  oral or otherwise,  express or implied, with respect to the


                                       19
<PAGE>

subject  matter  hereof  have been made by either  party which are not set forth
expressly in this  Agreement.  The validity,  interpretation,  construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
Delaware without giving effect to the conflict of laws principles  thereof.

17. VALIDITY

          The invalidity or  unenforceability  of any provision or provisions of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision or provisions of this Agreement,  which shall remain in full force and
effect.

18. COUNTERPARTS

          This  Agreement may be executed in one or more  counterparts,  each of
which  shall  be  deemed  to be an  original  but all  of  which  together  will
constitute  one and the same  instrument.

          IN WITNESS WHEREOF,  the Company has caused its name to be ascribed to
this  Agreement by its duly  authorized  representative  and the  Executive  has
executed this Agreement as of the date and the year first above written.

                              THE TOPPS COMPANY, INC.

                              By: _____________________________
                              Name:
                              Title:


                              _________________________________
                              Arthur T. Shorin, Executive


                                       20