FIRST AMENDMENT dated as of April 11, 2001 (this  "Amendment") by and among
     the parties to the Credit  Agreement  (defined below) and Finance  (defined
     below), amending the CREDIT AGREEMENT ("Credit Agreement") dated as of June
     26,  2000,  among THE TOPPS  COMPANY,  INC.,  a Delaware  corporation  (the
     "Borrower"),  TOPPS  ENTERPRISES,  INC.,  a  Delaware  corporation  ("Topps
     Enterprises"),  the Lenders party  hereto,  (the  "Lenders")  and THE CHASE
     MANHATTAN BANK, as Agent (in such capacity the "Agent")

     RECITALS

The Borrower, Topps Enterprises, the Lenders and the Agent have entered into the
Credit  Agreement  providing for Loans (as defined in the Credit  Agreement) and
Letters of Credit (as defined in the Credit  Agreement)  from time to time.  The
Borrower has created a new  Subsidiary (as defined in the Credit  Agreement),  a
Delaware corporation named Topps Finance,  Inc ("Finance"),  which Subsidiary is
engaged in business  related or  incidental  to the  business  conducted  by the
Borrower,  as required  under the Credit  Agreement.  Under  Section 5.14 of the
Credit  Agreement  Finance is required to become a Guarantor  (as defined in the
Credit Agreement).  In connection with the foregoing, the Borrower has requested
certain  amendments to the Credit Agreement,  and the Agent and the Lenders have
agreed,  subject  to the  terms  and  conditions  of  this  Amendment,  to  such
amendments.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the agreements herein,
the party signatories hereto agree as follows:

SECTION  1.  Definitions;  References.  Unless  otherwise  specifically  defined
herein,  each term used herein which is defined in the Credit  Agreement,  shall
have the meaning assigned to such term in the Credit Agreement.

SECTION 2. Representations and Warranties.  The Borrower represents and warrants
to the Lenders that all of the  representations and warranties made by it in the
Credit Agreement remain true and correct in all material  respects except as set
forth on Schedule 1 annexed to this Amendment.  The Borrower,  Topps Enterprises
and Finance make the following additional representations and warranties:

          (a) Good  Standing;  Power and  Business.  Finance is duly  organized,
     validly  existing  and in good  standing  under  the  laws of the  State of
     Delaware.  Finance is engaged in a business  related or  incidental  to the
     business of the Borrower including cash management and investments.

          (b) Corporate Authority. The Borrower, Topps Enterprises,  and Finance
     have full  corporate  power and  authority to execute,  deliver and perform
     this Amendment and the Credit Agreement as hereby amended, and to incur the
     obligations  provided for herein and  therein,  all of which have been duly
     authorized  by all proper and  necessary  corporate  action.  No consent or
     approval of  stockholders  of any of the  Borrower,  Topps  Enterprises  or
     Finance is required as a condition  to the validity or  performance  or the
     exercise  by the  Agent or any  Lender of any of its  respective  rights or
     remedies  under  this  Amendment  or under the Credit  Agreement  as hereby
     amended.

          (c)   Authorizations.   All   authorizations,   consents,   approvals,
     registrations,  notices,  exemptions and licenses with or from Governmental
     Authorities  and  other  Persons,  if  any,  which  are  necessary  for the
     execution and delivery of this Amendment,  the performance by the Borrower,
     Topps  Enterprises or Finance of its respective  obligations  hereunder and
     under the Credit Agreement as hereby amended, and the exercise by the Agent
     or any Lender of its rights and remedies  hereunder  and  thereunder,  have
     been effected or obtained and are in full force and effect.

          (d) Binding  Agreement.  This  Amendment  and the Credit  Agreement as
     hereby amended constitute the valid and legally binding obligations of each
     of the Borrower,  Topps  Enterprises and Finance  enforceable in accordance
     with their terms subject to bankruptcy,  insolvency,  fraudulent  transfer,
     reorganization,  moratorium  and  similar  laws  of  general  applicability
     relating to or affecting creditors rights and to general equity principles.

          (e) No  Conflicts.  There is no statute,  regulation,  rule,  order or
     judgment,  and no provision of any agreement or  instrument  binding on the
     Borrower, Topps Enterprises or Finance or affecting any of their respective
     properties,   and  no   provision  of  the   certificate   or  articles  of
     incorporation or by-laws of any of them which would prohibit, conflict with
     or in any way prevent the  execution,  delivery or performance of the terms
     of  this  Amendment  or the  Credit  Agreement  as  hereby  amended  or the
     incurrence of the obligations provided for herein and therein, or result in
     or require the creation or imposition of any Lien,  (other than in favor of
     the  Agent)  on any of the  Borrower's,  Topps  Enterprises'  or  Finance's
     properties as a consequence of the execution,  delivery and  performance of
     this   Amendment  or  the  Credit   Agreement  as  hereby  amended  or  the
     transactions contemplated hereby and thereby.

          (f) No Default. As of the date hereof, and after giving effect to this
     Amendment, there does not exist any Default or Event of Default.

SECTION 3. Amendments. The Borrower, Topps Enterprises, Finance, the Lenders and
the Agent agree that the following amendments to the Credit Agreement shall
become effective on the First Amendment Effective Date (as defined below):

          (a) Additional  Definitions.  The following  definitions  are added to
     Section 1.01 of the Credit Agreement in their proper alphabetical order:

               "Borrower Note means any  promissory  note issued by the Borrower
               to Finance in payment of the purchase price for Finance's  issued
               and outstanding preferred stock (including the promissory note in
               the principal  amount of  $160,000,000  issued by the Borrower to
               Finance in payment of the purchase price for Finance's issued and
               outstanding   preferred  stock  having  an  initial   liquidation
               preference equal to $160,000,000 or alternatively  the promissory
               note  for the  difference  between  (i) the  initial  liquidation
               preference of Finance's preferred stock and (ii) the par value of
               Finance's preferred stock).

               "Finance  Capitalization means the contribution from time to time
               by the Borrower to the capital of Topps Enterprises,  followed by
               the  contribution of an equal amount by Topps  Enterprises to the
               capital of Finance in exchange for Finance's common stock."

               "First Amendment  Effective Date means the date on or as of which
               the (this) First  Amendment to this  Agreement  shall have become
               effective pursuant to its terms thereof (i.e., April 11, 2001)."

          (b) Amended and Restated Definitions.

          (i) The  definition of  "Guarantor"  is hereby amended and restated in
     its entirety to read as follows:

               "Guarantor"   means  (i)  Topps   Enterprises  and  any  domestic
               Subsidiary organized or acquired after the date hereof (including
               Finance) other than an Approved Internet Subsidiary,  or (ii) any
               other existing  domestic  Subsidiary  which ceases to be inactive
               (in any material  respect) at any time after the Effective  Date;
               all of whom shall jointly and severally  guaranty  payment of the
               Borrower's Obligations.

          (ii)The  definition of "Material  Indebtedness"  is hereby amended and
     restated in its entirety to read as follows:

               "Material Indebtedness" means Indebtedness (other than the Loans,
               Letters of Credit  and the  Borrower  Note),  or  obligations  in
               respect of one or more Hedging Agreements,  of any one or more of
               the Borrower and its Subsidiaries,  in each case with a principal
               amount  outstanding  of at  least  $1,000,000.  For  purposes  of
               determining Material Indebtedness,  the "principal amount" of the
               obligations  of the Borrower or any  Subsidiary in respect of any
               Hedging  Agreement  at any time  shall be the  maximum  aggregate
               amount  (giving  effect  to  any  netting  agreements)  that  the
               Borrower  or such  Subsidiary  would be  required  to pay if such
               Hedging Agreement were terminated at such time.

          (iii)The  definition  of  "Restricted  Payment" is hereby  amended and
     restated in its entirety to read as follows:

               "Restricted Payment" means (i) any dividend or other distribution
               (whether in cash,  securities or other  property) with respect to
               any shares of any class of capital  stock of the  Borrower or any
               Subsidiary,  or (ii) any payment (whether in cash,  securities or
               other  property),  including any sinking fund or similar deposit,
               on account of the purchase, redemption, retirement,  acquisition,
               cancellation  or  termination of any such shares of capital stock
               of  the  Borrower  or any  Subsidiary  by the  Borrower  or  such
               Subsidiary,  respectively,  or any option, warrant or other right
               to acquire  any such shares of capital  stock of the  Borrower or
               any  Subsidiary  (excluding  any of the  foregoing  in respect of
               common stock or preferred  stock of Finance owned by the Borrower
               or Topps Enterprises)."

          (c) Article VI is hereby amended to add the following  sentence at the
     beginning of the preamble thereto:  "Finance  covenants and agrees with the
     Lenders as set forth in Section 6.01." In addition,  Section 6.01 is hereby
     inserted in Article VI (in lieu of the "intentionally  omitted"  language),
     and it shall read as follows:

          "Section 6.01. Indebtedness. Finance will not incur, create, assume or
          permit to exist any Indebtedness."

          (d) Section 6.03 (b) is hereby amended and restated in its entirety to
     read as follows:

                    "(b) The  Borrower  will not, and will not permit any of its
               Subsidiaries  to engage to any material  extent in business other
               than  businesses  of the type  conducted  by the Borrower and its
               Subsidiaries  on the  date of  execution  of this  Agreement  and
               businesses  reasonably  related  thereto.  For  purpose  of  this
               Agreement, Finance is engaged in a business reasonably related to
               the business of the Borrower."

          (e) Section  6.04(a)(D) is hereby amended and restated in its entirety
     to read as follows:

               "(D) the Borrower will not and will not permit any  Subsidiary to
               purchase,  hold or acquire (including pursuant to any merger with
               any Person that was not a wholly-owned  Subsidiary  prior to such
               merger) any capital  stock,  evidence  of  Indebtedness  or other
               equity or  securities  (including  any  option,  warrant or other
               right to acquire any of the  foregoing)  of any Person other than
               Finance  or a  Subsidiary  which was a  Subsidiary  prior to such
               event,  or make or permit to exist  any  investment  or any other
               interest  in any  Person  other  than a  Subsidiary  which  was a
               Subsidiary prior to such event, or purchase or otherwise  acquire
               (in one  transaction or a series of  transactions)  any assets of
               any other Person  constituting  a business  unit,  except (in any
               case  contemplated  by this  clause  (D)  Permitted  Investments,
               Permitted   Acquisitions,   and   investments   by   Finance   in
               Indebtedness of the Borrower (including any Borrower Note). "

               (f)  Section  6.04(c)  is  hereby  amended  and  restated  in its
          entirety to read as follows:

               "(c) The Borrower  will not and will not permit any  Guarantor to
               (i) purchase,  hold or acquire (including  pursuant to any merger
               with any Person that was not a wholly-owned  Subsidiary  prior to
               such merger) any capital stock, evidence of Indebtedness or other
               equity or  securities  (including  any  option,  warrant or other
               right to acquire any of the  foregoing) of any Person (other than
               a Subsidiary which was a Subsidiary prior to such event) which is
               either not organized in the United States or not in the same or a
               related line of business as the  Borrower (or a business  related
               or  incidental  to the business of the  Borrower) or a Subsidiary
               which is not an  Approved  Internet  Subsidiary,  or (ii) make or
               permit to exist any  investment or any other interest in any such
               Person,   or  (iii)   purchase  or  otherwise   acquire  (in  one
               transaction or a series of  transactions)  any assets of any such
               Person  constituting  a  business  unit  unless  the assets to be
               acquired  are  intended  to be  utilized in the same or a related
               line of  business  as the  Borrower  (or a  business  related  or
               incidental to the business of the Borrower) or a Subsidiary which
               is not an Approved Internet Subsidiary."

               (g) Section  6.05 is hereby  amended and restated in its entirety
          to read as follows:


               "SECTION  6.05.  Asset Sales.  At any time when any  principal or
               interest  on  account of any Loan is  outstanding  in whole or in
               part,  the  Borrower  will not,  and will not  permit  any of its
               Subsidiaries to, sell,  transfer,  lease or otherwise  dispose of
               any asset,  including  any capital  stock,  nor will the Borrower
               permit any of its Subsidiaries to issue any additional  shares of
               its capital stock or other ownership interest in such Subsidiary,
               except:

               (a) sales of inventory,  used,  surplus or obsolete equipment and
               Permitted Investments in the ordinary course of business;

               (b) the granting of licenses in trademarks or other  intellectual
               property owned by the Borrower or any of its Subsidiaries;

               (c)  sales,  transfers  and  dispositions  to the  Borrower  or a
               Subsidiary;   provided   that  any  such  sales,   transfers   or
               dispositions  made in  compliance  with  Section 6.08 (other than
               Section 6.08(d));

               (d) Permitted Asset Sales; and

               (e)  issuance  of  capital  stock  by  Finance  to  either  Topps
               Enterprises or the Borrower;  provided that all sales, transfers,
               leases and other  dispositions  permitted  by clauses (a) through
               (d) above shall be made for fair value."

               (h) Section  6.08 is hereby  amended and restated in its entirety
               to read as follows:

               SECTION 6.08.  Transactions with Subsidiaries.  The Borrower will
               not,  and will not  permit  any  Subsidiary  to,  sell,  lease or
               otherwise transfer any property or assets to, or purchase,  lease
               or otherwise  acquire any  property or assets from,  or otherwise
               engage in any other  transactions  with, any of its Subsidiaries,
               except (a)  transactions  in the ordinary course of business that
               are at prices and on terms and  conditions  not less favorable to
               the  Borrower  or such  Subsidiary  than could be  obtained on an
               arm's-length   basis  from  unrelated  third  parties,   (b)  any
               Restricted  Payment  not  prohibited  by  Section  6.07,  (c) the
               transactions described in Section 6.04, when not prohibited under
               Section 6.04, (d) the transactions described in Section 6.05 when
               not  prohibited  under  Section  6.05,  and (e) the  transactions
               contemplated  by the issuance of any Borrower Note,  Indebtedness
               incurred   by  the   Borrower   to   Finance   and  the   Finance
               Capitalization."

                    (i)  Section  9.14 is hereby  amended  and  restated  in its
               entirety to read as follows:

               "Topps Enterprises and Finance.  (a) Topps Enterprises has joined
               in this Agreement,  as a Subsidiary and a Guarantor,  in order to
               provide its  confirmation of all  representations  and warranties
               made herein by the Borrower  with  respect to Topps  Enterprises,
               (in its capacity as a Subsidiary,  a Guarantor or otherwise)  and
               to set forth its agreement to perform all of the things  required
               herein to be  "caused"  by the  Borrower  with  respect  to Topps
               Enterprises  (in its  capacity as a  Subsidiary,  a Guarantor  or
               otherwise).

               (b) Finance has joined in this  Agreement as a  Subsidiary  and a
               Guarantor  in order to  provide  its  confirmation  of all of the
               representations  and warranties  made herein by the Borrower with
               respect to Finance (in its capacity as a Subsidiary,  a Guarantor
               or otherwise), and to set forth its agreement (in addition to its
               covenant  under  Section  6.01)  to  perform  all of  the  things
               required  herein to be "caused" by the  Borrower  with respect to
               Finance  (in  its  capacity  as  a  Subsidiary,  a  Guarantor  or
               otherwise)."

SECTION 4. Effectiveness. This Amendment shall become effective on the First
Amendment Effective Date (as defined above), provided that all of the following
conditions precedent shall have been satisfied:

                    (i) The Agent shall have received (A) original  counterparts
               of this  Amendment  signed by the  Borrower,  Topps  Enterprises,
               Finance, the Lenders and the Agent; (B) a fully executed Guaranty
               from  Finance  to  the  Agent  dated  as of the  First  Amendment
               Effective  Date,  in the form  attached  hereto as Exhibit A (the
               "Guaranty"); and (C) certificates of resolutions,  incumbency and
               corporate  documents  for the  Borrower,  Topps  Enterprises  and
               Finance,  in form  acceptable  to the Agent,  and a good standing
               certificate for Finance, in form acceptable to the Agent;

                    (ii) The Agent shall have approved the initial Borrower Note
               and  any  other   documentation   associated   with  the  Finance
               Capitalization  and any other matter  reasonably  related thereto
               (the Agent's signature below to constitute conclusive evidence of
               such approval);

                    (iii) The Agent shall have received an opinion of counsel to
               the Borrower,  Topps Enterprises and Finance with respect to this
               Amendment,  in form acceptable to the Agent;  provided,  however,
               that (A) such opinion  shall be limited to the due  authorization
               by the Borrower,  Topps  Enterprises and Finance with respect to,
               and the  validity,  binding  nature  and  enforceability  of this
               Amendment,  the  Credit  Agreement  as  amended  hereby  and  the
               Guaranty (as to Finance  only),  and (B) such opinion may contain
               assumptions and qualifications that are substantially the same as
               those  contained in the opinion  letter  delivered in  connection
               with the execution and delivery of the Credit Agreement;

                    (iv) The Agent's  counsel  shall have been paid the fees and
               disbursements  incurred in connection  with the Credit  Agreement
               and this  Amendment  since  June  26,  2000  (including  fees and
               disbursements incurred in respect of this Amendment); and

                    (v) The Agent  shall  have been paid a $5000  amendment  fee
               (for pro rata  distribution  to the  Lenders)  on account of this
               Amendment

In the event any of the  foregoing  conditions  precedent is not satisfied on or
before May 25, 2001, the provisions of this Amendment shall automatically become
null and void and shall have no  further  force or effect.  The  Borrower  shall
promptly  after the date  hereof  supply  the  Agent  with the  evidence  of the
corporate  action  taken by the  Borrower;  Topps  Enterprises  and  Finance  in
connection with this Amendment.

SECTION 5. Continuing  Effectiveness.  The Credit Agreement shall remain in full
force and effect in accordance with its original terms, as expressly modified by
this  Amendment.  The  Borrower and Topps  Enterprises  hereby  ratify,  affirm,
acknowledge and agree that the Credit  Agreement as amended  hereby,  and all of
the other Loan  Documents to which either or both of them is a party,  represent
the  valid  and  binding  obligations  of the  Borrower  and  Topps  Enterprises
enforceable in accordance with their respective terms.

SECTION 6. Governing  Law. This Amendment  shall be governed by and construed in
accordance with the laws of the State of New York.

SECTION  7.  Counterparts.  This  Amendment  may  be  signed  in any  number  of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

SECTION 8.  Incorporation  by  Reference.  Sections  9.07,  9.10 and 9.11 of the
Credit Agreement are hereby  incorporated by reference into this Amendment,  and
shall apply, mutatis mutandis, to this Amendment.


<PAGE>


     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
date written above.


THE CHASE MANHATTAN BANK                THE TOPPS COMPANY, INC.
as lender and Agent
By:____________________________         By: ____________________
    Name:                                    Name:
    Title:                                   Title:

LASALLE BANK NATIONAL                   TOPPS FINANCE, INC.
ASSOCIATION


By: ___________________________         By: ____________________
     Name:                                   Name:
     Title:                                  Title:


                                        TOPPS ENTERPRISES, INC.

                                        By: _____________________
                                             Name:
                                             Title:


<PAGE>


                                    EXHIBIT A

                                    GUARANTY
                                    AGREEMENT


                                Follows this page



<PAGE>

                             TOPPS FINANCE GUARANTY
                             ----------------------


     THIS GUARANTY,  dated as of April 11, 2001  (together with any  amendments,
restatements,  modifications  and  supplements,  this "Guaranty ") made by TOPPS
FINANCE,  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,  The Topps Company,  Inc. (the "Obligor"),
and Topps Enterprises, Inc. entered into a Credit Agreement dated as of June 26,
2000,  which Credit  Agreement is being amended by a First Amendment (the "First
Amendment")  of even date  herewith  (as amended by the First  Amendment  and as
hereafter  amended,  supplemented  or otherwise  modified from time to time, the
"Credit Agreement").

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

     WHEREAS,  it is a condition  precedent  to the  effectiveness  of the First
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").

     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 of any of the
Obligations,  (iii) any  collateral  of any kind,  any  balance  of any  deposit
account or credit on the books of any of the  Lenders in favor of the Obligor or
any other Person, or (iv) recourse against any other party.

<PAGE>

     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 such guarantee 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 any or all of the Loan
          Documents or of any or all of 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 of any or all of the Loan
          Documents,  including,  but not limited to, an increase or decrease in
          the Obligations;

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

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

          (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 other guarantor of any of the Obligations,  or
          any Affiliate of any of them, and any  corresponding  restructuring of
          the  Obligations,  or any other  restructuring  or  refinancing of the
          Obligations or any portion thereof;

<PAGE>

          (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 any or all of the Obligations or any liability of
          the Obligor and/or any other guarantor, or of any collateral, in whole
          or in part,  or 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 or
          any  other  guarantor  of  any of the  Obligations  of any  agreement,
          covenant, term or condition to be performed by any of them;

          (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, or other similar application or proceeding affecting the
          Obligor or any other guarantor or any of their respective assets;

          (ix) the release of the Obligor or any other  guarantor  of any of the
          Obligations  from the  performance  or  observance  of any  agreement,
          covenant,  term or condition  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 guaranty of any of the Obligations. 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 any Lender upon the insolvency,  bankruptcy or  reorganization of
the Obligor or otherwise, all as though such payment had not been made.

     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 guarantor of any of the Obligations or any other Person or any collateral.

<PAGE>

     SECTION 5. Other Waivers.  The Guarantor hereby waives any right to require
the Agent or the Lenders to proceed against the Obligor,  any other guarantor or
any other  Person,  or to proceed  against any  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
indefeasible 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 Guarantor,  at
222 Delaware Avenue, Suite 222, Wilmington, DE 19801, Attention of Ms. Catherine
K. Jessup (Telecopy No.  302-429-7118 ) 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
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.

<PAGE>

     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.  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. SECTION 9.10 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS GUARANTY.

     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 any of their
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.

     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 FINANCE, INC.


                                        By:_________________________________
                                            Name:
                                            Title:




























                                   SCHEDULE 1

                   (Change in Representations and Warranties)



                                      None.