**Exhibit 10.20****LICENSE AGREEMENT**          This Agreement is by and between The Topps Company, Inc. with offices at One Whitehall Street,New York, NY 10004-2109 (hereinafter “Licensee”), and NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION,a corporation with offices at 2021 L Street, N.W., Suite 600, Washington, D.C., 20036 (hereinafter“NFLPA” or “Licensor”). This Agreement shall be effective as of March 1, 2004.**1. REPRESENTATIONS.**     (A) NFLPA represents that the NFLPA has been duly appointed and is acting on behalf of theactive and retired football players of the National Football League (hereinafter “NFL”) who haveentered into a Group Licensing Assignment, either in the form attached hereto as Attachment “A” orthrough the assignment contained in Paragraph 4(b) of the NFL Player Contract, and that in suchcapacity NFLPA has the right to grant rights and licenses described herein. Licensee acknowledgesthat NFLPA also on occasion secures authorization for inclusion in NFLPA licensing programs fromplayers, including but not limited to retired players, who have not entered into such GroupLicensing Assignment, but who, nevertheless, authorize NFLPA to represent such players fordesignated NFLPA licensed programs.     (B) NFLPA makes no representation that it has the authority to grant, nor does it grantherein, the right to utilize any symbols, insignias, logos, or other identifying names or marks ofthe NFL and/or any of its member clubs. Accordingly, it is understood by the parties hereto thatif likenesses of players are to be used by Licensee in conjunction with any symbols, insignia, orlogos of the NFL or any of its member clubs, in the exercise of the License granted hereunder, itwill be the responsibility of the Licensee to obtain such permission as may be necessary for theuse of such material from the NFL or the club(s) in question. Licensor retains all rights notexpressly and exclusively granted to Licensee hereunder.**2. GRANT OF LICENSE.**     (A) Upon the terms and conditions hereinafter set forth, NFLPA hereby grants to Licensee andLicensee hereby accepts **[*****INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.*****]**     (B) The rights, licenses, and privileges granted by NFLPA hereunder shall not constitute or beused by Licensee as a testimonial or an endorsement of any product, service, or event by all or anyof the players, or by NFLPA or Players Inc.     (C) Licensee acknowledges that the Grant of License of this Section 2 is contingent uponLicensee’s compliance with and performance under the terms and conditions of the Service Agreementbetween Licensee and Players Inc, effective March 1, 2004 (hereinafter “Service Agreement”). Asprovided in Section 14(C), NFLPA may terminate this Agreement if Licensee shall violate any of itsmaterial obligations under the terms of the Service Agreement.
 

 
**3. RETAIL LICENSE ONLY.**          The Grant of License set forth in Section 2 of this Agreement applies **[*****INFORMATION SUBJECT TOAN APPLICATION FOR CONFIDENTIAL TREATMENT.*****]****4. TERRITORY AND DISTRIBUTION.**     Licensee shall have the right to utilize the rights granted hereunder for distribution of thelicensed product(s) in the following territory: Worldwide.**5. TERM.**     (A) The term of this Agreement shall extend from **[*****INFORMATION SUBJECT TO AN APPLICATION 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 AN APPLICATION FOR CONFIDENTIAL TREATMENT*****]**, provided Licenseehas materially fulfilled its obligations hereunder in the Original License Period. Notice ofdesire to renew shall be given by Licensee no later than **[*****INFORMATION SUBJECT TO AN APPLICATION FORCONFIDENTIAL TREATMENT*****]**in the Original License Period. Licensee may renew this Agreement also fora Third License Period from **[*****INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT*****]**,provided Licensee has faithfully fulfilled its obligations hereunder in the Second License Period.Notice of desire to renew shall be given by Licensee no later than **[*****INFORMATION SUBJECT TO ANAPPLICATION FOR CONFIDENTIAL TREATMENT*****]** of the Second License Period.     (B) Licensee acknowledges and agrees that Licensee has and shall have no right to extend orrenew this Agreement beyond the term and renewal options, if any, stated herein. No conduct byeither Licensor or Licensee (including without limitation, any approvals granted pursuant to theService Agreement) shall create, imply, or infer a new license agreement or an extension of thestated term and renewal options, if any, of this Agreement, unless same is specifically set forthin a written agreement signed by both Licensor and Licensee. Licensee’s agreement that thisAgreement is subject to the term and renewal options, if any, stated herein, in all eventswhatsoever, is a material inducement for Licensor to enter into this Agreement.**6. ROYALTY PAYMENT.**     (A) Licensee agrees to pay NFLPA a guaranteed royalty of $**[*****INFORMATION SUBJECT TO ANAPPLICATION FOR CONFIDENTIAL TREATMENT*****]**for its use of the rights licensed hereunder for theOriginal License Period, a guaranteed royalty of $**[*****INFORMATION SUBJECT TO AN APPLICATION FORCONFIDENTIAL TREATMENT*****]**for the Second License Period, if applicable, and a guaranteed royalty of$**[*****INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT*****]**for the Third License Period,if applicable. The guaranteed royalty shall be paid as follows:
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 (i) For the Original License Period, $**[*****INFORMATION SUBJECT TO ANAPPLICATION FOR CONFIDENTIAL TREATMENT.*****]**  (ii) For the Second License Period, if applicable, $**[*****INFORMATIONSUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.*****]**  (iii) For the Third License Period, if applicable, $**[*****INFORMATIONSUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT.*****]**     (B) Such guaranteed royalty payments shall be made by Licensee as specified hereinabovewhether or not Licensee uses the rights licensed hereunder, and no part of such guaranteed paymentsshall be repayable to Licensee.     (C) Licensee shall also pay to NFLPA an amount equal to **[*****INFORMATION SUBJECT TO AN APPLICATIONFOR CONFIDENTIAL TREATMENT*****]**%) of the gross sales of the licensed product(s) covered by thisAgreement, less the guaranteed payments specified above for the applicable License Period.Royalties shall be calculated on a quarterly basis and shall be due as of the last day of each May,August, November, and February of this Agreement and must be paid no later than fifteen (15) daysfollowing such due dates. Gross sales shall be calculated based on the actual price(s) charged byLicensee to the retailer or consumer directly or to the wholesaler in an arm’s length transaction.Licensee shall transact no sale, the effect of which is to reduce the royalty paid by Licensee toNFLPA; provided, however, that Licensee shall be permitted to provide arm’s length discounts,allowances, and returns that are normal and customary. Gross sales shall exclude only [***INFORMATIONSUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT*****]**in any annual period of March 1 to February28 contained herein, and (b) such exclusion shall be available to Licensee only if Licensee hastheretofore fully complied in a timely manner with its obligation hereunder to pay all royalties,including guarantees.**7. PAYMENT, INTEREST AND NOTICES.**     All transactions under this Agreement including, without limitation, all payment of royaltiesand all notices, reports, statements, approvals, and other communications, shall be with or madepayable in the name of NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, 2021 L Street NW, Suite 500,Washington, DC 20036, or its assignee, where applicable. All correspondence, notices, approvals,and other communications to Licensee shall be with The Topps Company, Inc. with offices at OneWhitehall Street, New York, NY 10004-2109. With regard to all guaranteed royalty and actualroyalty payments only, such payments shall be made by wire transfer in accordance withAttachment “B” hereto. The payment made hereunder (or the cashing of any check made hereunder)shall not preclude NFLPA or Players Inc from questioning the correctness thereof at any time and,in the event any inconsistencies or mistakes are discovered in correction therewith, they shallimmediately be rectified and the appropriate payment made by Licensee. In addition to all otherrights contained in this Agreement, NFLPA shall be entitled to collect and Licensee shall pay dailyinterest at the rate of **[*****INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL***
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***TREATMENT*****]**%) monthly, or the maximum interest permitted by law if less, on all payments nottimely made to NFLPA by Licensee.**8. INDEMNIFICATION.**     (A) Licensee 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 Service Agreement or this Agreement.     (B) Licensee further agrees to assist NFLPA and Players Inc to the extent necessary in theprocurement of any protection or to protect any of the rights conveyed hereunder, and NFLPA, if itso desires, may commence or prosecute at its own expense any claims or suits in its own name or inthe name of Licensee or join Licensee as a party thereto. Licensee shall notify Players Inc inwriting of any infringement by others of the rights covered by this Agreement that may come toLicensee’s attention, and Players Inc shall have the sole right to determine whether or not anyaction shall be taken on account of any such infringement. Licensee shall not institute any suitor take any action on account of any such infringement without first obtaining the written consentof Players Inc to do so and Players Inc shall reasonably consider any such request.     (C) For its own acts, Licensee hereby indemnifies NFLPA and undertakes to defend NFLPA fromand against any and all claims, suits, losses, damages, and expenses (including reasonableattorneys’ fees and expenses) arising out of the manufacture, marketing, sale, distribution, or useof the licensed product(s) that are the subject of this Agreement, or any material breach byLicensee of any portion of this Agreement. Licensee agrees to obtain, at its own expense, generalliability insurance providing adequate protection for Licensee and NFLPA against any such claims orsuits in amounts not less than **[*****INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT*****]**.Within thirty (30) days from the date hereof, Licensee shall submit to NFLPA a fully paid policy orcertificate of insurance naming NFLPA as an insured party, requiring that insurer will notterminate or materially modify such agreement without written notice to NFLPA at least twenty (20)days in advance thereof.     (D) NFLPA hereby indemnifies Licensee and undertakes to defend Licensee against, and holdLicensee harmless from, any liabilities, losses, damages, and expenses (including reasonableattorneys’ fees and expenses) resulting from claims made or suits brought against Licensee basedupon the use by Licensee of the rights licensed in Section 2 strictly as authorized in thisAgreement, or any material breach by Licensor of any portion of this Agreement.     (E) The indemnification obligations set forth in this Paragraph 8 shall survive the expirationand/or termination of this Agreement.**9. APPROVALS.**     The list of players for whom NFLPA has group licensing authorization (the “Player AgreementReport”) is available to Company via the Internet at www.nflplayers.com/licensee with Company’s“user name” and “password.” The Player
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Agreement Report shall be established and may be modified by Players Inc, as specified in theService Agreement.**10. TRADING CARDS.**     (A) Licensee may choose to use player names and/or likenesses to promote licensed product(s)on or 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 or interactive use;provided, however, that such use shall require the prior written approval of Players Inc, as setforth in the Service Agreement. The players included in any such use, if approved, shall beselected from the Player Agreement Report referred to in the Service Agreement.     (B) Licensee may choose to use player names and/or likenesses (including, without limitation,action footage) in radio or television commercials to promote licensed product(s); provided,however, that such use shall require the prior written approval of Players Inc, as set forth in theService Agreement. The players included in such commercials, if approved, shall be selected fromthe Player Agreement Report referred to in the Service Agreement. The content of all scripts andstory boards for proposed radio and television commercials in connection with the promotion of thelicensed product(s) shall require the prior written approval of Players Inc before any commercialsshall be made or shall be contracted for by Licensee.     (C) Notwithstanding anything to the contrary, Licensee shall be permitted to show on countercard boxes, without additional separate payment to NFLPA or players: (1) six or more examples ofthe football trading cards licensed herein, and/or (2) a list of six or more players’ names whoseimages 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 Incshall retain all rights to prior written approval contained herein and as set forth in the ServiceAgreement.**11. NON-INTERFERENCE.**     Licensee agrees and acknowledges that it shall not secure or seek to secure, directly from anyplayer who is under contract to an NFL club, is seeking to become under contract to an NFL club, orat any time was under contract to an NFL club, or from such player’s agent, permission orauthorization for the use of such player’s name, facsimile signature, image, likeness, photograph,or biography in conjunction with the licensed product(s) herein.**12. GOODWILL.**     (A) Licensee recognizes the great value of the goodwill associated with the rights licensed inSection 2 of this Agreement and acknowledges that such goodwill belongs exclusively to NFLPA andthat said trademarks, names, and rights licensed in Section 2 of this Agreement have acquiredsecondary meaning in the mind of the public.     (B) Licensee agrees that all elements of the licensed product(s) (including all material ofany nature utilizing in any way the rights licensed hereunder, including but not by way oflimitation all packages, cartons, point of sale material, newspaper and magazine advertisements)
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shall be of high standard and of such style, appearance, and quality as to be adequate andsuited to the best advantage and to the protection and enhancements of such rights; that themarketing of the licensed product(s) will be conducted in accordance with all applicable federal,state, and local laws and any other applicable governmental or quasi-governmental laws orregulations of the United States, Canada, or any other country; and that the licensed product(s)and their exploitation shall be of high standard and to the best advantage and that the same in nomanner reflect adversely upon the good name of NFLPA or Players Inc.**13. SPECIFIC UNDERTAKINGS OF LICENSEE.**     (A) Licensee agrees that every use of the rights licensed hereunder by Licensee shall inure tothe benefit of the NFLPA and that Licensee shall not at any time acquire any title or interest insuch rights by virtue of any use Licensee may make of such rights hereunder.     (B) All rights relating to the rights licensed hereunder are specifically reserved by NFLPAexcept for the License herein granted to Licensee to use the rights as specifically and expresslyprovided in this Agreement.     (C) Upon expiration or termination of this Agreement, all rights granted hereunder shallimmediately revert to NFLPA, and Licensee will refrain from further use of such rights or anyfurther reference thereto, direct or indirect, except as provided in Section 15(E) below. Licenseeacknowledges that its failure to cease the use of such rights at the termination or expiration ofthis Agreement will result in immediate and irreparable damage to Licensor, individual NationalFootball League player(s), and/or the rights of any subsequent licensee(s).**14. TERMINATION BY NFLPA.**     (A) In the event Licensee does not commence in good faith to cause the manufacture,distribution, and sale of the licensed product(s) in substantial quantities on or before September1, 2004, NFLPA shall have, in addition to all other remedies available to it, the option toterminate the License granted hereunder upon written notice of such termination to Licensee.     (B) In the event Licensee files a petition in bankruptcy or is adjudicated as bankrupt, or ifa petition in bankruptcy is filed against Licensee or makes an assignment for the benefit of itscreditors or an arrangement pursuant to any bankruptcy laws, or if Licensee discontinues itsbusiness, or if a receiver is appointed for it or its business, all rights granted hereunder shallterminate automatically and without notice upon the occurrence of any such event. In the event ofsuch termination, neither Licensee nor its receivers, representatives, trustees, agents,administrators, successors, and/or assigns shall have any right to sell, exploit, or in any waydeal with the rights granted hereunder or with any licensed product(s), or any carton, container,packaging or wrapping material, advertising, promotional or display material pertaining to anylicensed product(s).     (C) If Licensee shall violate any of its other material obligations under the terms of eitherthis Agreement or the Service Agreement, NFLPA shall have the right to terminate this Agreementupon thirty (30) days’ notice in writing, and such notice of termination shall become effectiveunless Licensee completely remedies the violation within the thirty (30) day period and providesreasonable proof to NFLPA or Players Inc, as applicable, that such violation has been
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remedied. The obligations of Licensee hereunder shall include, without limitation, anypayment owed and unpaid by the Licensee to NFLPA in accordance with any previous license agreementbetween NFLPA and Licensee (or its predecessor) under which the parties operated, without regard towhether such license agreement was formally executed by an authorized signatory for each party. Ifthis Agreement is terminated under this Section, all royalties theretofore accrued shall become dueand payable immediately to NFLPA and NFLPA shall not be obligated to reimburse Licensee for anyroyalties paid by Licensee to NFLPA.     (D) Failure to resort to any remedies referred to herein shall not be construed as a waiver ofany other rights or remedies to which NFLPA is entitled under this Agreement or otherwise.     (E) Upon termination of this Agreement, Licensee shall have one hundred-twenty (120) days todispose of and liquidate all inventory. This inventory shall not be available to consumers afterthis one hundred-twenty (120) day period expires. Such disposition shall conform to this Agreementin all respects. Players Inc shall have, at its election, the right to conduct a physicalinventory at the time of termination.**15. PARTNERSHIP.**     Nothing herein contained shall be construed to place NFLPA and Licensee in the relationship ofpartners or joint venturers, and Licensee shall have no power to obligate or bind NFLPA in anymanner whatsoever.**16. WAIVER AND/OR MODIFICATION.**          None of the terms of this Agreement shall be waived or modified except by an express agreementin writing signed by both parties. With the exception of the Service Agreement, there are norepresentations, promises, warranties, covenants, or undertakings other than those expresslycontained in this Agreement, which represents the entire understanding of the parties. No writtenwaiver shall excuse the performance of an act other than those specified herein. The failure ofeither party hereto to enforce, or delay by either party in enforcing, any of its rights under thisAgreement shall not be deemed a continuing waiver or modification thereof and either party maycommence, within the time provided by applicable law, appropriate legal proceedings to enforce anyor all of such rights.**17. NON-ASSIGNABILITY.**          This Agreement and all rights and duties hereunder are personal to Licensee and shall not,without written consent of NFLPA, be assigned, mortgaged, sublicensed, or otherwise encumbered byLicensee or by operation of law to any other person or entity. Upon any such attempted unapprovedassignment, mortgage, license, sublicense, or other encumbrance this Agreement shall terminate andall rights granted to Licensee hereunder shall immediately revert to NFLPA. In addition, NFLPA mayterminate this Agreement, at its sole discretion, in the event that Licensee is merged,consolidated, transfers all or substantially all of its assets, or implements or suffers anymaterial change in executive management or control, or upon any transfer of more than fifty percent(50%) of its voting control. If, in its sole discretion, NFLPA shall exercise such termination,all rights granted to Licensee hereunder shall immediately revert to NFLPA.
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**18. NON-DISCLOSURE.**          NFLPA agrees that all information, material, documentation, data and reproductions relating toLicensee’s business (including, without limitation, the style and/or appearance of Licensee’strading cards), trademarks or the licensed products (the “Confidential Information”) shall be heldin strict confidence by NFLPA. The nature and contents of the Confidential Information shall notbe disclosed to any employee, person, firm or entity other than Players Inc (and other than on a“need-to-know” basis), or used without the prior written permission of Licensee. It is agreed thatConfidential Information shall not include any information or data which (a) is already known toNFLPA and/or Players Inc, independent of Licensee providing the Confidential Information; (b) is orbecomes publicly known through no wrongful act of NFLPA and/or Players Inc; or (c) is independentlydeveloped by NFLPA and/or Players Inc without reference to any Confidential Information provided byLicensee.**19. CONSTRUCTION.**          This Agreement shall be governed by, and construed in accordance with, the laws of the Stateof New York of the United States of America, except that State’s conflict-of-laws provisions to theextent they are inconsistent with the terms of this Section 19. The parties consent to thejurisdiction of the State of New York and designate the courts of the State of New York as thevenue for any dispute arising out of, under, or relating to this Agreement.[signature page to follow]
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          IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and datewritten first above.The Foregoing is Acknowledged:NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION   THE TOPPS COMPANY, INC.             By: /s/ Douglas F. Allen   By: /s/ Scott Silverstein                        Title: President   Title: President                        Date: 12/3/04   Date: 12/15/04             
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**ATTACHMENT A**TEAM:                                         NFL PLAYERS ASSOCIATION