EXHIBIT 10.20



                             MEMORANDUM OF AGREEMENT


     1. Form of Player  Contracts.  Attached as Exhibit A is Topps' present form
of agreement with Baseball  Personnel  (Player  Contract").  Topps agrees in the
future,  until  January  31,  2006,  to use  only  Exhibit  A as the form of its
licensing  contracts  with Baseball  Personnel,  and Exhibit B (attached) as its
form of  Extension  Agreement,  except  to the  extent it is  signing  Non-Major
Leaguers  pursuant to that certain  Agreement  between Topps and the MLBPA dated
November 19, 1992.

     2. Term of  Agreement.  This term of this  Agreement  shall extend  through
January 31, 2006.

     3.  Standstill  Agreement.  The Major League Baseball  Players  Association
agrees  that  it  will  not  interfere  with  Topps's  contracts  with  Baseball
Personnel,  its procurement of such contracts,  or its extensions or renewals of
such  contracts at any time prior to the end of the Term hereof,  provided  that
Topps does not enter into,  extend or renew  contracts other than in the form of
Exhibit A and Exhibit B, and does not seek to extend or renew contracts so as to
place players under contract for more than four (4) future baseball seasons.

     4.  Duration  of Player  Contracts.  The Player  Contracts,  as well as the
Extension  Agreements  and  this  Agreement,   refer  at  various  places  to  a
prohibition  on Topps  placing  players  under  contract  for more than four (4)
future baseball  seasons.  The parties  anticipate that, in accordance with past
practice,  Topps will be signing contracts and extension agreements with players
at various times during the year. It is the parties' mutual  understanding that,
if such a document is signed during a baseball season,  the baseball season then
in progress will not be counted as one of the four "future" years for purpose of
interpreting this language.  The effect of this interpretation will be to permit
Topps to sign contracts and extension  agreements with players during the season
for one year longer than if, in accordance  with Topps's normal  practice,  they
had signed during the immediately preceding spring training.  For players signed
in season, four "future" baseball seasons will be interpreted to mean the season
currently in progress plus four seasons into the future.

     As an example,  a player's  original Topps  contract  expires at the end of
2004 season. During the 2002 season, he signs an extension agreement with Topps.
The extension  agreement can  permissibly  extend the player's  contract for two
additional  future  seasons  (2005  and  2006),  whereas  if he had  signed  the
extension in spring training it would be for only one season (2005).

     5. Posters and Similar Items.  Paragraph 1 of the Player Contract grants to
Topps the right to use multiple players' pictures in sheets which contain groups
of  images.  What is  contemplated  here is that  Topps  shall have the right to
publish proof sheets of its picture card items,  and products similar in format,
but not posters,  team  photographs  or other  products which have been designed
specifically  to take  advantage of this grant of rights.  In other  words,  the
language is designed as a convenient  adjunct to the grant of rights for picture
cards, not as an entirely separate grant of rights.

     6. Paragraph 2(d) of the Player Contract.  This paragraph  contains various
restrictions upon Topps' ability to use the rights granted in paragraph 1. It is
understood  between the parties that  paragraph  2(d) is not in itself a vehicle
for the grant of any  rights  whatsoever  to Topps and does not  expand  Topps's
rights granted in paragraph 1 by virtue of any negative implication.

     7. Unsigned Players. There are at present in the Major Leagues a handful of
players who have never signed agreements with Topps, and there may in the future
be similar  players.  This letter will  confirm that the MLBPA does not and will
not contend,  while its agreement  with Topps is in force,  that its  Commercial
Authorization Agreements prevent Topps from attempting to enter into contractual
arrangements with such players. By the same token, of course, the MLBPA does not
in any regard warrant that those players will sign contracts with Topps (but, as
provided in Section 3 above,  it will nor interfere with Topps's efforts to sign
them).

     8. Coaches and  Managers.  It is the  intention of both parties to continue
past  practice  with  regard  to  coaches  and  managers.  There  are some  such
individuals  who are not  members  of the  MLBPA and do not  participate  in the
MLBPA's group licensing  program.  As in the past, upon request,  the MLBPA will
identify those  individuals to Topps, and Topps will make separate  arrangements
with them, if it desires,  concerning the use of their pictures and any payments
to be made to them therefor.

     9. Power of Arbitrators.  It is expressly understood that the choice of New
York law to govern the Player  Contracts  means  that the  parties  intend to be
governed by the  arbitration  provisions of the New York Civil  Practice Law and
Rules, Article 75, as they may be in force at the time of arbitration. This law,
among other things, confers subpoena power on an arbitrator.

     10.  Royalty  Reports.  Topps shall furnish the MLBPA with interim  royalty
reports three (3) times a year (June 15, September 15, December 15) plus a final
report on February 1. Interim report dates coincide with interim payments except
that the June 15 report may be made 15 days after the June 1 payment.

     Royalty  reports will be in form  mutually  acceptable  to MLBPA and Topps,
which  shall  generally  conform to Exhibit D attached  hereto.  The June 15 and
February 1 reports will include:

          (a) Names of players  entitled  to payment  for the period in question
     under paragraphs 4(b)(i) and (ii) of Player Contracts, as extended;

          (b) Termination dates of Player Contracts;

          (c) Direct  payments  due to or earned by players  under  paragraphs 4
     (b)(i) and (ii) of Player  Contracts;

          (d) Gross sales of licensed product broken down by product and country
     of sale;

          (e) Returns;

          (f) Discounts and allowances made to customers;

          (g) Net sales;

          (h) Net royalties accrued; and

          (i) Royalty or guaranty  payments made to the MLBPA.  The September 15
     and December 15 reports may be limited to items 4 through 8.

     11. Audits.

          (a) Topps  expressly  agrees  that the MLBPA may conduct its audits of
     Topp's books and records through its authorized representatives,  who shall
     not be limited to certified public accounts (provided that  representatives
     who are not  certified  public  accountants  have  been  previously  or are
     hereafter  approved  by Topps to  conduct  audits  under the  BPPLA,  which
     approval  shall not  unreasonably  be withheld) and provided that the audit
     results and the auditors shall be subject to the confidentiality provisions
     of the BPPLA and this Agreement.

          (b) Topps shall make  available to the MLBPA's  authorized  auditor(s)
     whatever books and records are  reasonably  necessary to perform the audit.
     The authorized  auditor, in turn, will hold confidential all information he
     receives  except to the extent of reporting to the MLBPA on whether or not,
     in his professional judgment, Topps has made the payments it is required to
     make  and  verifying  (or not)  compliance  with  the  terms of the  Player
     Contracts and the Agreement.

          (c) If the MLBPA's authorized auditor determines that Topps has failed
     to make any required payments,  and Topps disputes that determination,  the
     MLBPAs  officers  and  Executive  Board will be  entitled to have access to
     complete  audit  information,   subject  to  the  duty  of  confidentiality
     contained in Paragraph 6 (a) of the Player Contract.

          (d) The  MLBPA  may and  shall  inform  its  player-members  about the
     royalties  paid by Topps as that  information  is  provided to the MLBPA by
     Topps or in the report of its certified auditors.

     12. Promotional  Commitment.  Although the MLBPA is not obligated to do so,
it is the current  intention of MLBPA to develop a national  advertising  and/or
promotional  program  featuring the Rights and/or Trademarks and to consult with
Licensee about the development of such program. Licensee agrees that MLBPA shall
have the right,  at its discretion  and in a manner and style of its choice,  to
print  catalogues,  brochures,  advertisements  or other  promotional  materials
wherein  representative  merchandise  from Licensee and other Licensees of MLBPA
shall be  displayed.  Topps  shall  spend a minimum of One  Hundred  Twenty Five
Thousand  Dollars  ($125,000.00)  annually (Topps may, but shall not be required
to, spend more) on marketing  Major League  baseball player trading cards to the
non-collector  youth market (defined as ages 8-14) and/or the promotion of Major
League baseball  players.  Such  expenditures  are to be spent against  specific
marketing   activities   mutually   agreed  upon  by  the  MLBPA  and  Licensee.
Expenditures may include,  but not be limited to, youth oriented  advertising or
promotional programs proposed by Topps, or MLB Players Choice marketing programs
such as:

     (a) Sponsorship of the Players Choice Awards;

     (b) Sponsorship of MLBPA player skills competitions;

     (c)  Sponsorship  of  other  MLBPA  youth-oriented  baseball  participatory
programs;

     (d) Youth-oriented sampling programs;

     (e) Advertising in MLB Players Choice programs  including,  but not limited
to, the Street & Smith's Baseball Annual and other cooperative programs;

     (f) Advertising and promotion on the MLBPA website, www.bigleaguers.com;

     (g) Cross  promotions  with other  MLBPA  licensed  youth  products or with
licensed youth product categories such as soft drinks, candy, snack foods, etc.;

     (h) MLBPA integrated retail programs;

     (i) Participation in MLB Players Choice catalogues and brochures created by
MLBPA which feature Topps' products;

     (j) Participation and support of MLBPA player  merchandising  point of sale
materials  which  support the baseball card  category; and

     (k) Sponsorship of player appearances at industry functions (ie; Kit Young,
Super Show).

     The expenditure of marketing  funds is in addition to any royalty  payments
paid by Topps pursuant to this Agreement.

     13. Memorabilia Products.

     (a) During the term of this  Agreement,  so long as Topps complies with all
its  provisions,  the MLBPA will not object to the use of  memorabilia  items in
trading card products on the ground that such use violates or is not  authorized
by the BPPLA.  Any MLBPA  objections to products  shipped in 2001 are withdrawn,
and the MLBPA will not authorize or countenance  the  commencement  of an action
against Topps by any MLBPA Licensee to  retroactively  enforce the rights of any
Player.

     (b)  Attached as Exhibit D is a copy of the MLBPA's  current  Trading  Card
Guidelines  2002"  applicable  to all MLBPA  trading  card  licensees  Except as
specifically  provided below, Topps agrees to follow those `Guidelines." as they
may be amended from time to time during the term of this  Agreement,  insofar as
they relate to  procedures  for the  approval  and use of  memorabilia  items in
connection  with trading card  products.  It is clearly  understood  that Topps'
agreement is only to abide by such  "Guidelines"  as apply  uniformly to all the
MLBPA's trading card licensees. MLBPA will, at regular intervals, provide notice
to Topps and all MLBPA  trading card  licensees of the identity of those Players
who have entered into an exclusive  agreement  with respect to the  provision of
autographs  and/or the personal  provision  and/or  authentication  of game-used
memorabilia  for use in  connection  with trading card  products  and/or for the
featured use of their  attributes  on trading  card  packaging,  advertising  or
promotional materials.

     (c)  Attached as Exhibit E is a list of 70 items of  game-used  memorabilia
which  Topps has  acquired  "on spec" for  future  products.  Subject  to Topps'
compliance with all the provisions of this Agreement,  the use of those items is
APPROVED with the exceptions noted in paragraph (d) below.

     (d) Included in Exhibit E are  memorabilia  items purchased "on spec" which
are associated with Derek Jeter and Team USA.  Subject to further written notice
from the MLBPA in the event of changed circumstances, the MLBPA DOES NOT APPROVE
the use of any of those items in Topps' future products,  owing to the conflicts
such  approval  would create with one MLBPA  trading card  licensee's  exclusive
Highlight  Agreement with Jeter,  and with another MLBPA trading card licensee's
exclusive agreement with USA Baseball.


     14. Rookie Designations.

     (a) Provided  that each trading card licensee of the MLBPA shall be subject
to the same or greater restrictions,  with respect to Topps' use of the baseball
pictures of non-40-man roster players  ("Prospects"),  Topps agrees that it will
not  use  the  word  or  designation  "rookie"  on or  in  connection  with  its
publication of baseball  pictures of Prospects.  Notwithstanding  the foregoing,
Topps may still use (i) with respect to Bowman brand  products,  its  historical
tagline "Home of the Rookie" and the word "rookie" in promotional  materials for
Bowman  brand  products,  and (ii) the word  "Rookie"  in the name of its  Topps
Traded and Rookies product and in promotional materials for such product.

     (b) Provided that the MLBPA does not authorize any trading card licensee of
MLBPA to include  baseball  pictures of  Prospects  in more than one (1) product
release per product year  (excluding  USA Baseball  team  products,  which MLBPA
shall not permit to utilize the word "rookie"):

          (1) No more than ten percent (10%) of the baseball  pictures  included
     in any release of any Topps product  (other than Bowman brand  products and
     Topps Traded and Rookies) will be baseball pictures of Prospects, and

          (2) In every product year, at least (i) two Topps product releases, or
     (ii) ten percent (10%) of the releases of Topps  non-Bowman brand products,
     whichever is greater,  will contain no baseball pictures of Prospects.  For
     purposes of clarity, "etopps" shall be considered a "product release."

     15. Non-waiver.  The provisions of Sections 13 and 14 of this Agreement are
adopted  without  prejudice to any position  either party may take in the future
with respect to the subject matter thereof. They are not intended to diminish or
extend any existing  rights or constitute a waiver of any existing rights except
as expressly set forth herein.

     16. Use of Non-Major Leaguers.  As used in this Agreement,  `Major Leaguer"
means a baseball  player,  coach,  manager or trainer  who,  with respect to any
Baseball Season. has signed a valid BPPLA and (1) has at least one day's service
on an active Major League  roster or disabled  list,  or (ii)  otherwise  has at
least one day's  active  service for MLBPA dues  purposes.  "Non-Major  Leaguer"
means,  with  respect to any  Baseball  Season,  any current or former  baseball
player,  draft  choice,  coach,  manager or trainer who is not a Major  Leaguer.
"Baseball Season" means the Major League Championship Baseball Season, excluding
spring training,  exhibition and post-season  play.  "Baseball  Product" means a
product authorized under the BBPLA which uses one or more Major Leaguers.

          (a)  Subject  to  paragraphs  16(b)  and (d)  hereof,  Topps  will not
     hereafter use in any Baseball Product the baseball picture of any Non-Major
     Leaguer unless it has a separate contractual arrangement directly with such
     player or his duly  authorized  representative  (and not with any  baseball
     club or league or any entity  affiliated  with any baseball club or league)
     which shall:

               (1) be  nonexclusive  so  long  as  none  of  Topp's  competitors
          licensed by the MLBPA has been accorded any more  favorable  treatment
          in connection with products licensed by the MLBPA;

               (2) be limited to the use of his baseball  picture  while he is a
          NonMajor Leaguer;

               (3) not be in conflict with the terms of the BBPLA;

               (4) provide expressly that Topps will make any payment thereunder
          directly to him; and

               (5) not permit  Topps to deduct any such  payment from ro~ alties
          payable to the MLBPA under the BPPLA.

     (b) Notwithstanding the foregoing.  this Agreement shall not preclude Topps
from  obtaining or attempting to obtain rights to use the baseball  picture of a
Non-Major  Leaguer in Baseball  Products  other than from the player or his duly
authorized  representative  (i) if for reasons  beyond Topp's control it becomes
legally  impossible or  impracticable  to obtain such rights from such player or
representative or (ii) if the MLBPA knowingly  condones the use by any of Topp's
competitors  of the baseball  picture of a Non-Major  Leaguer on such basis in a
product licensed by the MLBPA.

     (c) Topps shall provide the MLBPA on demand with copies of Topp's contracts
with any Non-Major Leaguers used in any Baseball Product.

     (d)  Nothing in this  paragraph  16 limits  Topp's  rights to use  baseball
pictures of Team USA Baseball  players in accordance with Topp's  contracts with
USA Baseball or any successor organization as amended from time to time.

     (e) Subject to the  provisions  hereof,  Topps will pay Non-Major  Leaguers
directly for the use of their baseball pictures,  without any deduction from the
monies payable to the MLBPA under the BPPLA.  The MLBPA will not construe Topp's
entering into contracts with Non-Major  Leaguers (so long as those contracts are
not in conflict with the BPPLA or with  paragraph 16 hereof) or the inclusion of
Non-Major  Leaguers in Baseball  Products  pursuant to  paragraph 16 hereof as a
violation of any agreement Topps has with the MLBPA.

     (f) All  Baseball  Products  shall be clearly  labeled to indicate a single
Baseball Season unless Topps and the MLBPA agree otherwise in writing. Within 10
days after commencing  shipment of any Baseball  Product,  Topps will furnish to
the MLBPA a list of the baseball players,  coaches,  managers and trainers whose
baseball  pictures  it has used in such  product.  By  November 30 in each year.
following the conclusion of the Baseball Season,  the MLBPA will inform Topps of
the names of the individuals on such lists who were Non-Major  Leaguers for that
Baseball  Season  according  to its  records,  and  Topps  will  compensate  all
Non-Major  Leaguers,  without  deducting any such  compensation  from  royalties
payable to the MLBPA under the BPPLA.

     (g) Topps  will not  assert or rely upon the BPPLA as a source of rights to
use the baseball  pictures of Non-Major  Leaguers.

     17. MLBPA  Relationship  to Non-Major  Leaguers.  Under its group licensing
program,  the MLBPA does not purport to represent  the  commercial  interests of
Non-Major Leaguers with respect to the use of their baseball pictures while they
are  Non-Major  Leaguers,  although  from  time to time the  MLBPA  responds  to
inquiries and requests for guidance from  Non-Major  Leaguers or their agents or
other representatives with respect to commercial matters. Nonetheless, the MLBPA
does not  undertake to  negotiate  the amount of fees or royalties to be paid to
Non-Major  Leaguers under Topps contracts with Non-Major  Leaguers;  it does not
purport to approve the form of such contracts except insofar as it requires they
conform to paragraph 16(a) hereof;  and it does not undertake to act as an agent
to collect fees or royalties  under such  contracts or otherwise to enforce such
contracts on behalf of Non-Major Leaguers.

     18. Communication. At all times during the term of this Agreement the MLBPA
and  Topps  will  designate  a  senior  executive  with  responsibility  for the
relationship  with the other  party and a  representative  to handle  day-to-day
communications  with the representative of the other party, and each party shall
notify the other of such designations.

     19.  Product  Samples and Player  Lists.  For  purposes of this  Agreement.
"Product  Year" means the calendar year of the Baseball  Season  designated on a
Topps product in accordance with Paragraph  16(f) of this  Agreement.

     (a) As to every  Product  Year,  Topps will provide  written  notice to the
MLBPA at least  sixty (60) days prior to  commencement  of  production  of every
product  making any use of any  baseball  picture of any Major  Leaguer in whose
manufacturer, production, advertising, marketing, sale or distribution Topps has
any direct or indirect  beneficial  interest including (1) a concept description
of the product, (2) to the degree they are known, the name(s) of the individuals
(whether or not Major Leaguers) and any other person,  character,  name, logo or
symbol which it plans to use in the product or in its  packaging or  promotional
material, and (3) to the extent practicable,  a sample or prototype of each such
product and its packaging  and promotion  material to permit the MLBPA to inform
Topps  whether it believes  that the  proposed  product is in conflict  with the
rights  granted to Topps under the BPPLA (or pursuant to any  agreement  between
Topps and the MLBPA).  Unless the MLBPA  notifies  Topps within ten (10) working
days of receipt of such  notification that it believes the proposed product does
not fall  within  those  rights,  the MLBPA  will be deemed to have  waived  any
objection  to the  product,  but only as  described  by Topps,  and only for the
Product Year to which the notification applies. If the MLBPA notifies Topps that
it believes that a proposed  product or any aspect of that product does not fall
within Topp's rights,  the MLBPA will inform Topps what its objections  are, and
Topps and the MLBPA will consult promptly concerning the product.

     (b) Any  information  provided  by Topps  under  paragraph  1 9(a)  will be
treated as  confidential  by the MLBPA.

     (c) Promptly  upon the first sale of any  Baseball  Product for any Product
Year,  Topps  shall  furnish  two (2)  samples  of the  product to the MLBPA

     20. Cooperative  Relationship Both Topps and the MLBPA intend to maintain a
working relationship in which Topps (a) keeps the MLBPA informed in advance with
respect to its use of the baseball  pictures of Major  Leaguers,  (b)  discusses
with the MLBPA in advance any  questions as to whether a planned  product  falls
within Topp's rights, and (c) consults with the MLBPA on any questions as to the
appropriate  royalty to be paid on any product or  combination  of products.  In
this working relationship it is intended that the MLBPA in a timely fashion will
(a) work together with Topps to solve questions arising under the BPPLA and this
Agreement, (b) cooperate to encourage Topp's sales of Baseball Products, and (c)
discuss  with Topps any  proposals  Topps may make to expand the scope of Topp's
rights under the BPPLA or to license Topps to produce new products.

     21.  Non-Disparagement.  The parties agree that neither will  disparage the
commercial practices, business ethics, or character of the other.

     22. Topps Magazine. Topps agrees that the BPPLA does not grant it the right
to use the  baseball  pictures  of any Major  Leaguer as an insert or  separable
commercial product in Topps Magazine or any similar publication.

     23. Premiums and Promotions.  Topps agrees that the BPPLA does not grant it
the right to use the  baseball  picture  of any Major  Leaguer  as a premium  in
connection  with wholesale or retail sales, or otherwise to advertise or promote
the  sale of any  service,  or any  product  which  is not a  Baseball  Product,
including its own. However, the MLBPA agrees that the mere inclusion of Baseball
Products  along with  other  products  on Topp's  order  sheets,  so long as the
Baseball  Products are not  promoted,  sold or advertised as premiums or as free
goods,  is permitted.  Similarly,  advertising of an  institutional  nature that
includes  Baseball  Products along with several other Topps non-sports  products
and  does not  disproportionately  feature  any  such  products  or  promote  or
advertise the Baseball  Products as premiums or free goods, is permitted.  Under
no  circumstances  will Topps use  Baseball  Products as premium or otherwise to
promote the sale of other sports  products  without the express  advance written
consent of the  MLBPA.  In the event  that  Topps  desires  to use its  Baseball
Products as premiums or otherwise  to promote the sale of Topp's own  non-sports
products,  the MLBPA will negotiate in good faith with Topps for the granting of
such rights on a case-by-case  or "pooled" basis under MLBPA's  standard form of
promotional license agreement.

     24. Prepacks.

     (a) A prepack is a collection  of Topps  products  regularly  sold by Topps
which are packaged and sold together as a package by Topps in the same wholesale
shipping  carton for the  convenience  of retailers  with the  expectation  that
retailers will break down the wholesale  carton in order to sell the products at
retail,  and which are not advertised,  promoted or intended to be sold together
as a package at the retail level.

     (b) The MLBPA agrees that Topps may ship its Baseball  Products in prepacks
and pay  royalties  only on the net sales of the  Baseball  Products,  which net
sales for this purpose shall be computed based on the regular wholesale price of
the  Baseball  Products  contained  in  the  wholesale  shipping  carton,   less
discounts, returns and allowances actually made to customers,  provided that (1)
the Baseball Products will not be promoted, sold, or advertised as free goods or
as  premiums;  (2) the  Baseball  Products  will  not be used to  promote  other
products  (it being  understood  that the mere  listing  or  depiction  of Topps
prepackaged  products together in a trade advertisement for the prepack does not
in itself  constitute a  promotion):  and (3) the Baseball  Products will not be
combined in a prepack with sports products other than Baseball Products.


     25. Stadium Club Membership. The MLBPA acknowledges Topps desire to promote
brand  loyalty and create a customer  mailing  list through  maintenance  of the
Stadium Club and/or other  similar "fan club"  structures.  Topps agrees that in
the  context  of such  membership  structures  in which  Baseball  Products  are
distributed  to club  members,  (1) the Baseball  Products will not be promoted,
sold or advertised as free goods or premiums; (2) the Baseball Products will not
be used to promote other products (it being  understood that  advertising  which
merely  describes  the various items  available to Stadium Club members  without
featuring  or  highlighting  any such  product  does not in itself  constitute a
promotion);  (3) the  Baseball  Products  will not be combined or marketed  with
other  sports  products  in the  same  package  or  under  a  combination  price
structure;  (4)  the  Baseball  Products  distributed  to club  members  must be
separately  priced  and sold at no less  than the  price  at which  Topps  sells
similar Stadium Club membership  products;  and (5) any membership fees received
in any calendar  year will be subject to royalty at the  prevailing  rate in the
same ratio as the net sales of Baseball  Products  sold to Club  members bear to
all Stadium  Club  membership  products  sold to Club  members  pursuant to such
membership in that calendar year.

     26. Royalty Calculations and Returns.

     (a) Except as expressly set forth in paragraph 24 above,  Topps agrees that
the BPPLA  requires  Topps to pay  percentage  royalties on all net sales to any
unaffiliated  third party by Topps,  (including sales by fulfillment  houses and
similar  consignment  agents) of all Baseball  Products  (whether at  wholesale,
retail,  direct mail or any other means of  distribution)  without any deduction
for any other  element of an~  package  containing  baseball  pictures  of Major
Leaguers.  unless  the MLBPA and the  third  party  have  agreed in  advance  on
royalties to be paid by the third party to the MLBPA.

     (b) For the  purposes of  computing  the dollar  amount of net sales of any
Baseball  Product for any royalty period,  returns of Baseball  Products will be
credited at the royalty rate which applied to the Product Year of the product.

     (c)  Unless  otherwise  expressly  agreed by the  parties  in a  subsequent
writing, royalty rates under the BPPLA shall apply to entire calendar years. All
Baseball  Products  labeled as to a given Product Year shall bear royalty at the
rate effective as of January 1 in that year even if sold prior to that date.

     (d) Based upon the MLBPA's  representation  that none of Topp's competitors
is  accorded  any more  favorable  treatment,  Topps  agrees  that all  sales of
Baseball Products, including without limitation Topps sales by its direct market
operations or sales to purchasers  made by fulfillment  houses or other sales or
consignment  agents  utilized  by Topps,  shall be subject to royalty on the net
sales amounts paid by such purchasers without deduction for postage, handling or
fees or commissions incurred in connection with such sales.

     27.  Interest.  Interest  in the New York  statutory  rate for  prejudgment
interest  will  accrue on any amount due under the BPPLA from and after the date
due until the date of receipt of payment,  provided that the MLBPA's  failure to
exercise its right to audit Topp's books and records and to complete  such audit
within one (1) year after receipt of payment from Topps shall preclude the MLBPA
from  making  any  claim for  payment  of  interest  for more than one year with
respect to any deficiency in such payment  revealed after the expiration of that
year, and provided  further that the one (1) year period will be extended by any
time that Topps unreasonably delays completion of such audit.

     28. Sublicenses.

     (a) Topps  agrees  that the  BPPLA  does not  confer  any right for a Topps
sublicensee  to sell  Baseball  Products  inside the  continental  United States
(including  Alaska and Hawaii) without the express  advance written  approval of
Topps and the MLBPA. Accordingly,  Topps agrees to take any such steps as may be
necessary  (including  but not limited to  cancellation  of any such  sublicense
agreement)  to ensure  that Topp's  sublicensees  publish,  distribute  and sell
Baseball  Products only outside the continental  United States (including Alaska
and Hawaii).

     (b) Topps  agrees to require,  as a condition of any  sublicense  of rights
granted under the BPPLA,  that each Topps sublicensee (1) keeps detailed records
of its  sales  of  Baseball  Products,  and (2)  agree  that the  MLBPA  and its
authorized  representatives  shall have the right,  during normal business hours
and upon reasonable  notice,  to inspect and audit such  sublicensee's  books of
account and records  with respect to such sales in order to verify the amount of
payment due to the MLBPA as a result thereof and to collect such payments. Topps
will  promptly  use its best  efforts to cause any  existing  sublicenses  to be
amended to conform  with this  subparagraph  if they do not already do so. Topps
shall  supply the MLBPA on an  ongoing  confidential  basis  with  copies of all
current  sublicense  agreements  with  respect  to  Baseball  Products,  and any
amendments or extensions thereto.

     (c) The MLBPA and Topps  each  agree  promptly  following  the audit of any
sublicensee  to inform  the other in detail of the  findings  of that audit with
respect to Baseball Products.


     29. Arbitration.

     (a) Any dispute or  disagreement  between the parties hereto arising out of
or relating to this Agreement or any dispute or  disagreement  arbitrable  under
the BPPLA  shall be settled by final and binding  arbitration  in New York City.
The arbitrators shall be selected in accordance with the procedures set forth in
the BPPLA The parties hereto expressly stipulate that the arbitrators shall have
full subpoena power and full powers to fashion appropriate  remedies,  including
without limitation the power to grant preliminary or final equitable,  monetary,
injunctive, or declaratory relief. Judgment upon the award may be entered in any
court having jurisdiction.

(b) With the agreement of the parties, arbitration of any issue involving
whether a particular product falls within the scope of Topp's rights under the
BPPLA may be submitted for expedited arbitration before a single arbitrator
designated by lot from among a mutually-selected list of arbitrators. If the
first arbitrator chosen by lot is unable or unwilling to serve, the second shall
be designated, and so forth until an arbitrator can be finally selected. The
single arbitrator shall have all the powers of the arbitrators under Paragraph
29(a) of this Agreement and shall be directed to render an award within 30 days
of acceptance of the assignment, and to hold such hearings and require such
submissions from the parties as shall be consistent with that direction.

     30. Captions

     The captions used in this  Agreement are inserted for purpose of reference.
Such  captions  shall not be deemed to  govern,  limit,  modify or in any manner
affect the scope, meaning or intent of this Agreement or any part thereof.

     31. Integration

     This  Agreement  represents  the entire  understanding  between the parties
hereto with respect to the subject  matters  hereof and  supersedes all previous
representations.  understandings  or  agreements.  oral or written,  between the
parties ~ ith  respect  to such  subjects.  It is the  mutual  intention  of the
parties that this Agreement interpret the BPPLA

     32. Governing Law

     This Agreement shall be governed by the law of the State of New York.





By their execution below, the parties hereto have agreed to all of the terms and
conditions of this Memorandum of Understanding.



                                MAJOR LEAGUE BASEBALL PLAYERS ASSOCIATION


                                By:     /Judy Heeter/
                                      ---------------------
                                Name:  Judy Heeter
                                Date:  1/6/03



                                THE TOPPS COMPANY, INC.


                                By:   /Scott Silverstein/
                                      ---------------------
                                Name:  Scott Silverstein
                                Date:   12/26/02




<PAGE>

EXHIBIT"A"


THE CHASE MANHATTAN BANK
5101 FOURTH AVENUE
BROOKLYN, NEW YORK 11220



                   BASEBALL PLAYER'S PICTURE LICENSE AGREEMENT


     Definitions "Topps", when used herein shall refer to The Topps Company, Inc
its  wholly-owned  subsidiaries,  licensees  to which it may assign  territorial
licenses outside the continental United State (including Alaska and Hawaii), and
its successors and assigns.

     "MLBPA",  when used herein, shall refer to the Major League Baseoal Plsyers
Associat,on,  its  successors,  or any agent  chosen to hold the rights  granted
herein by a  majority  of major  league  baseball  players  who are  parties  to
agreements similar to this Agreement

     1. Grant of rights in consideration of the payments provided for below, and
subject to the  exclusions  and provisos in paragraph 2 below, I hereby grant to
Topps the right to print, reproduce,  publish, distribute and sell (collectively
"use")  my  name,   picture,   facsimile  signature  and  a  description  and/or
biographical sketch of roe, or any of them (collectively, my "baseball picture")
in the form of two or three  dimensional  pictures,  trading  cards,  postcards,
stickers,  stamps,  pressure-sensitive  transfers,  or decals  each in a size no
larger than fifty square  inches,  and in larger sheets  consisting of groups of
images, no one of which is larger than thirty-five square inches, or in the form
of medallions or coins, in molded metal or plastic, each capable of fitting into
a  container  with a  capacity  of four  cubic  inches or less and no  dimension
greater than four inches,  together with the baseball pictures of other baseball
players,

     (a)  exclusively,  in  combination  with chewing gum and candy or either of
them, in the Western  Hemisphere,  the territories and possessions of the United
States,  and  the  Philippines,   except  as  provided  in  paragraph  2(b)

     (b) nonexclusively,  without accompanying items. Except as provided herein,
this grant of rights  shall  preclude  Topps  from using and shall  permit me to
license others to use my baseball  picture together with any item other than gum
or candy Topps may use my baseball picture together with incidental  items, such
as game cards,  whose cost is less than 20% of the cost of the baseball pictures
with which it is combined  and whose  function is to  differentiate  the package
from other  packages.  Should Topps seek to offer and incidental item which does
not consist of gum or candy and which varies  substantially  from the game cards
which Topps has traditionally employed,  Topps shall furnish a sample thereof to
the MLBPA at least 30 days  prior to the first  such  sale.  I direct the MLBPA,
within 30 days, to notify Topps whether the proposed item is confusingly similar
to an itern which is being used, or is under active  current  consideration  for
use,  in  combination  with  my  baseball  picture,  by any  other  person  duly
authorized by me, or is detrimental to my image as a baseball  player.  I direct
the MLBPA not  unreasonably  to withhold  its consent to such use.  Failing such
notification,  Topps  shall be free to sell my baseball  picture in  combination
with the proposed item. Topps agrees that the inclusion of such incidental items
by others in  combination  with my baseball  picture in a package they otherwise
have rights to sell will not violate Topps' rights under this Agreement,  except
to the degree that such incidental  item is confusingly  similar to an item used
by Topps.

     (c) Nothing herein shall preclude Topps from  distributing  collector aids,
such as albums for stamps,  display cases for trading cards,  and similar items,
either alone or in  combination  with  products to which I have  granted  rights
under paragraphs 1(a) or 1(b)

     These rights are granted for the term of this  Agreement and any extensions
or renewals  thereat  These rights are granted  throughout  the world The rights
granted  herein shall not  constitute a  testimonial  or  endorsement  of Topps'
products  I shall not  endorse  any  bubble  gum  product  other  than  Topps.

     2.  Exclusions  and provisos (a) Nothing  herein  shall  interfere  with my
ability to grant  rights with regard to the use of my baseball  picture for club
publicity  purposes as provided in the Basic Agreement  between the Major League
Baseball Players Association and Major League Baseball,  as that Basic Agreement
may be amended hereafter,  provided,  however,  that this paragraph shall not be
interpreted as a grant of rights to any major league baseball club.

     (b) Nothing  herein shall  interfere with my ability to grant to others the
non-exclusive right to publish or distribute my baseball picture with candy in a
package which contains at least 1 1/2 ounces of candy for each baseball  picture
and a total of no more than six baseball pictures

     (c)  Nothing  herein  shall  interfere  with my  ability to grant to others
exclusive  rights (or, in connection  with  medallions  or coins,  non-exclusive
rights)  with regard to my baseball  picture to be sold in any form at an actual
retail sales price in excess of $4.00 per image

     (d) Nothing herein gives Topps the right to sell my baseball picture in any
form to any  person  for use as a premium  in  combination  with any  product or
service  unless the user has  obtained  from me the right to publish my baseball
picture in combination with that product or service.  Nothing herein gives Topps
the right to sell my baseball picture in combination with any branded product or
service unless the brand is Topps' or its  licensee's  own, or to use the rights
granted herein in  combination  with any tradernark or trade name other than one
owned by Topps or an  establishment  which sells Topps products.  Nothing herein
gives Topps the right under any circumstances to use my baseball picture for the
promotion or advertisement  of alcohol,  tobacco or any other product or service
which would be detrimental to my image as a baseball player

     (e) Subject to the MLBPA s approval of the identity of the licensee and its
financial  responsibility,  which shall not  unreasonably  be withheld and which
shall be deemed granted if the MLBPA does not refuse  approval after thirty days
written notice,  Topps shall have the power to license to others the territorial
rights  outside  the  continental  United  States  with  regard to use of rights
granted to it under this Agreement,  provided, however, that Topps may only have
a single  licensee in any territory and shall be  responsible as a guarantor for
all payments to be made to me or for my account as a result of sales made by its
licensees.

     (f) Topps may  assign to another  all,  but not less than all of the rights
granted  to it under  this  Agreement  upon 60 days  prior  notice to the MLBPA,
provided,  however,  that if (i) Topps  purports to assign  these  rights to any
person  or  entity  which  has the  power to act for the  owners  of a  majority
interest in a Major League Baseball Club ("Baseball  Club"),  or (ii) any person
or entity which has the power to act for the owners of a majority  interest in a
Baseball Club shall obtain control of these rights or any portion thereof by the
acquisition  of a majority  interest in Topps,  its  successors or assigns,  the
rights will  automatically  terminate and revert to me ninety days after written
notice to Topps by the MLBPA,  unless  within trial time the rights are assigned
to  another  not in control  of a  Baseball  Club or the holder of these  rights
assigns  control of the Baseball Club to another.  In the event of a termination
of rights under this paragraph,  Topps shall have no further  obligation to make
payments under paragraphs 4(b), 4(c), or 4(d) except for payments already earned
at the time the rights terminate.

     3. Player's representations: I have reached majority. I have the full right
to enter into this Agreement I have not heretofore  granted to others the rights
or any part of the  rights  granted to Topps  hereunder.  I shall not during the
term of this  Agreement,  or any  extension or renewal  thereof,  enter into any
agreements with others conflicting with the rights granted herein,  whether such
grant of rights to others be for the term of this Agreement or any part thereof,
or whether they be for a time commencing after the expiration of this Agreement,
except that during the final year of this Agreement as extended or renewed I may
grant such rights for a time commencing after the expiration of this Agreement.

     4.  Payment (a)  Initially,  Five  ($5.00)  Dollars by check to me in hand,
receipt of which I hereby acknowledge

     (b) Periodic  guaranteed  lump sum payments:  (i) For each Baseball  Season
during the term of this Agreement and any extensions or renewals  thereof during
which I am retained as an active,  eligible  member of a Major  League  Baseball
Club for the  first 31  consecutive  days of the  Championship  Baseball  Season
("Baseball Season") without interruption, or my picture is used, Topps shall, no
later than June 1 in every such year, pay me Five Hundred Dollars ($500) and pay
the MLBPA Two Hundred Fifty Dollars  ($250) and (ii) if I am a baseball  player,
Topps shall also pay me an extension  bonus of  Seventy-Five  Dollars  ($75) per
year of extension  each time I extend this  Agreement for an additional  term of
years  pursuant to Topps'  policy of  attempting  to extend its  contracts  with
baseball players in order to keep baseball players under contract for up to four
Baseball  Seasons in advance.  This  extension  bonus will be in addition to any
royalties  payable  under  paragraph  4(c) or minimum  royalties  payable  under
paragraph 4(d).

     (c) Annual  royalties:  During any Baseball Season in which I have at least
one day of Major  League  service  or any year in  which my  picture  is used by
Topps,  Topps  shall  pay on my  account  10 the  MLBPA,  For  inclusion  in and
distribution  in accordance  with its group  licensing  program,  a sum for each
Baseball Season during the term of this Agreement and any extensions or renewals
thereof,  consisting  of my pro rata portion of the total amount of a royalty of
thirteen and one-half percent (13 5%) of Topps' net sales (hereinafter  defined)
made in the  calendar  year of any such  Baseball  Season.  To the  extent  this
payment exceeds the minimum  guaranteed  royalty provided for in paragraph 4(d),
payment  is due during  banking  hours on a regular  business  day no later than
February 1 of each for the previous  Baseball  Season.  "Topps' net sales" shall
mean all sales of Topps'  products  employing the lights  provided for in Topps'
contracts with major league baseball  players,  managers,  coaches and trainers,
less discounts,  returns and allowances made to customers.

     (d)  Guaranteed  minimum  royalties:  If I am eligible  for  payment  under
paragraph  4(b)(i),  Topps  shall pay the  greater  of Fifteen  Honored  Dollars
($1,500) or two-thirds of the average of total royalties  earned for each player
under  paragraph 4(c) during the preceding  three  Baseball  Seasons which shall
include  any amount  paid to me or the MLBPA under  paragraph  4(b)(i)  Payments
under  this  paragraph  4(d)  will be made  whether  or not they are  earned  as
royalties.  To the extent they exceed the amount  payable to me and to the MLBPA
under  paragraph  4(t)(i),  these minimum  guaranteed  royalty  amounts shall be
payable to the MLBPA on my account in two equal  installments  on the  fifteenth
day following the close of Topps' quarterly accounting periods ending closest to
September 1 and December 1 in each year.

     (e) It is understood that I shall have the option to accept  merchandise or
other  things of value  offered  by Topps in lieu of cash  payments  to me under
paragraph  4(b). The value of said  merchandise  shall be deemed to be the value
set forth in Topps' catalog which shell be submitted to me for selection.  Topps
shall provide copies of the catalog to the MLBPA in advance of their use.

     5. Term of  contract:  This  Agreement  shall be  effective  as of the date
hereof,  and  shall  bind  both me and  Topps  (subject  to  paragraph  2(e) and
paragraph 7) for four full Baseball  Seasons in which payment  becomes due to me
under paragraph 4(b). In no event shall this Agreement,  as it may be renewed or
extended hereafter,  ever bind me, at any point in time, for more than four such
Baseball  Seasons into the future.  Unless  renewed or extended,  this Agreement
shall  automatically  terminate  on October 31 in the year of the last  Baseball
Season for which is binds me, or one year  following my  retirement  from active
uniformed  service in  professional  baseball,  whichever  is  earlier.  If this
Agreement  terminates  at a time when  Topps has on hand  stocks of my  baseball
picture which it has been licensed to print and reproduce  under this Agreement,
but which have not yet been sold, Topps may continue to sell off such stocks for
a period of four months.

     6. Rights and Duties of the MLBPA: (a) Generally. Effective at such time as
I first become eligible for payment under this Agreement, I hereby designate and
authorize the MLBPA to act as my agent in connection with the interpretation and
enforcement  of this  Agreement;  to  renegotiate  this Agreement as provided in
paragraph  6(b),  to receive  annual  royalty  statements  and  statements of my
account from Topps in the form mutually  agreed between Topps and the MLBPA;  to
inspect and audit Topps' books and records,  including  this  Agreement  and any
documents  concerning its duration,  terms or  extensions,  and to collect on my
behalf all royalties  referred to herein.  I may withdraw this  authorization at
any time.  Topps agrees to maintain  detailed  records of its net sales,  and to
provide the MLBPA with periodic  statements  thereof in the agreed form,  and to
permit the MLBPA through an independent  certified public  accountant to conduct
annual audits and  inspections  of Topps' books and records,  in order to verify
the amount of total sales subject to royalty,  and the amounts of other payments
due under this Agreement as extended.  Topps further  agrees to remit  royalties
and  other  payments  hereunder  to the  MLBPA on my  behalf.  It is a  material
condition of Topps agreements  hereunder that the MLBPA and its certified public
accountant keep strictly confidential any information obtained by either of them
from Topps' royalty reports or from the exercise of the rights of audit, and not
disclose such information directly or indirectly to any person in any way except
as may be mutually  agreed or required  by law,  or in  arbitration  proceedings
under paragraph 12(b) hereof.

     (b)  Periodic  renegotiation  of royalty  rates:  To the  extent  that this
Agreement, as renewed or extended, may be in force, I hereby authorize the MLBPA
to enter into  negotiations  with Topps on August 1, 2001 and every  three years
thereafter to readjust,  for the succeeding  three years,  the royalty rates and
guaranties  under this Agreement and other  agreements of baseball  players with
Topps to reflect  changes,  if any,  in the value of the right  granted to Topps
under those agreements.  If Topps and the MLBPA cannot agree upon such rates and
guaranties  within  120 days,  the  issues  presented  for  negotiation  will be
submitted to binding  arbitration in accordance with paragraphs 12 and 13 below.
I understand that this paragraph may lead to either an increase or a decrease in
the payments to which I may be entitled  under this  Agreement.  The increase or
decrease  in any royalty  rate will be limited to no more than a twelve  percent
(12%)  change in such rate,  the  increase or decrease in any  guaranty  will be
limited to no more than a 25% change in the dollar amount of such guaranty

     7. Failure to achieve  guaranteed  levels of sales:  In the event the total
dollar amount of Topps' net sales shall fall below the levels sufficient to earn
each individual  player One Thousand Dollars ($1,000) for a full Baseball Season
in annual  royalties  under  paragraph 4(c) hereof,  for each of two consecutive
years (unless  excused by the  operation of paragraph  8), the exclusive  rights
granted  to Topps  hereunder  shall  automatically  become  non-exclusive  as of
December 1 of the second year. In the event Topps'  rights become  non-exclusive
by operation of this  paragraph,  Topps shall have no obligation to make further
payments under paragraph 4(d) except for payments already earned at the time the
rights become non-exclusive.

     8.  Unforeseen  contingencies:  Acts of war,  public  disorder  or  nature,
accidents  to plant or  machinery,  orders  of courts  or  governments  or their
bureaus or departments,  the  interruption of the Major League Baseball  Season,
strikes,  or failure of usual sources of supply of material,  or any contingency
beyond  the  control  of Topps,  whether  related  or  unrelated  or  similar or
dissimilar  to  any  of  the  aforementioned  shall  be  sufficient  reason  for
nonpayment by Topps of amounts  otherwise payable under paragraph 4(d), but only
to the  extent  caused by said  condition;  notwithstanding  such  condition  or
nonpayment of the Agreement in all other  respects  shall continue in full force
and effect.

     9. Topps right of Agreement:  Topps shall have the right,  independently of
the MLBPA,  to enforce this  Agreement upon my behalf as against any third party
which Topps believes is infringing the rights granted to it hereunder, provided,
however,  that Topps will give the MLBPA  reasonable  notice of its intention to
enforce this  Agreement  and that if there is a bona fide dispute  between Topps
and the MLBPA as to whether Topps has the rights in question, such dispute shall
first be resolved by arbitration in accordance with paragraph 12(a).

     10.  Noninterference  with rights of third parties: If this Agreement is in
conflict with any prior  agreement that I may have signed,  validly  granting to
another some or al of the rights to my baseball  picture as defined herein,  (a)
to the extent the prior grant of rights is exclusive,  this  Agreement  shall be
inoperative to grant Topps such rights for any period of time in which they have
been  validly  granted  to  another,  but shall  otherwise  be in full force and
effect; (b) to the extent the prior grant of rights is nonexclusive,  the rights
granted  in  paragraph  1 hereof  shall be subject  only to the  rights  already
granted;  and (c) if Topps chooses to publish or sell my baseball picture in any
form,  Topps shall have the obligation to make payments to me or on my behalf to
the full extent provided in paragraph 4 hereof, notwithstanding that some person
other than Topps may also possess rights to my baseball  picture by virtue of my
prior grant of rights.

     11.  Governing  law:  This  Agreement  shall be governed by the laws at the
State of New York.

     12.  Arbitration:  All disputes  concerning the following  matters shall be
submitted to arbitration in accordance with the procedures outlined in paragraph
13.  No  other  disputes  arising  out of this  Agreement  shall  be  considered
arbitrable.

          (a) Whether a particular product or product combination is, or is not,
          within the scope of the rights granted to Topps under paragraphs 1 and
          2. (b) What  payments are properly  owing for any year under the terms
          of paragraphs 4(b), (c) and (d), and (if applicable)  paragraph 8. (c)
          What royalty  rates and  guaranties  properly  reflect  changes in the
          value of the rights granted hereunder,  if agreement cannot be reached
          pursuant to paragraph 6(b).

     13. Arbitration procedure:  (a) Within ten days after a notice of intention
to arbitrate is served, the MLBPA and Topps shall each select on arbitrator with
a residence or office  within 25 miles of New York City.  (b) Within twenty days
thereafter,  the two arbitrators so selected shall agree upon the appointment of
a third  arbitrator with a residence or office within 25 miles of New York City.
Failing  such  agreement  either  Topps  or the  MLBPA  shall  promptly  make an
appropriate application for the judicial appointment of a third arbitrator.  (c)
The three  arbitrators  so  selected  shall  meet in New York City and hold such
hearings as they deem  appropriate  and at which the parties  shall  submit such
evidence as the arbitrators  deem  appropriate.  (d) The cost of the arbitration
shall be shared  equally  by Topps and the MLBPA  with each side to bear its own
attorneys'  fees. (e) Any award rendered by the arbitrators may be confirmed and
reduced to judgment in any court of competent  jurisdiction  in the State of New
York.

     I have received a copy of this Agreement



________________________        _________________       _______________
Players Signature               Players Soc Sec #       Date


THE TOPPS COMPANY, INC.


________________________                                ________________
(Authorized Agent)                                      Date



                         THIS CONTRACT IS ON BOTH SIDES
================================================================================

Home address:                                   Consent of Parent or Guardian
                                                        (if necessary)

________________________________                ________________________________
No.     Street                                  Signature

________________________________                        ________________
City    State           Zip                             Date




<PAGE>

EXHIBIT "B"


                 BASEBALL PLAYER'S SUPPLEMENTAL NON-MAJOR LEAGUE
                     NON-EXCLUSIVE PICTURE LICENSE AGREEMENT

     Whereas,  I have entered into a Baseball Player's Picture License Agreement
with The Topps  Cornpany,  Inc  )"Topps")  for the  publication  or my  baseball
picture as a Major Leaguer (as hereafter defined),  and Whereas, I want Topps to
be able to use my baseball  picture in any Product Year (as  hereafter  defined)
that I am not a Major  Leaguer,  and Topps will  compensate me directly for that
use, it is now THEREFORE AGREED THAT

     1. In any year in which I am not a Major Leaguer,  Topps and its successors
and  assigns  may use my baseball  picture as defined in the  Baseball  Player's
Picture  License  Agreement,  to the same extent  baseball  pictures may be used
under that  Agreement.

     2. Payment:

     (a) Topps has paid me Five  Dollars  ($5 00) by check  upon the  signing of
this Supplemental Agreement, receipt of which I hereby acknowledge.

     (b) fit any Product  Year for which Topps uses m~  baseball  picture  under
paragraph 1 of this Agreement, Topps will pay me and I will accept as payment in
full no less than Two  Thousand  Dollars  ($2,000)  payable as follows  (I) Five
Hundred Dollars ($500) within sixty (60) days after the time my baseball picture
is published,  and (it) the greater of Fifteen  Hundred  Dollars  ($1500) or "My
individual 5% Share" (hereafter  defined) of Topps Net Sales (hereafter defined)
of Non-Major  League Baseball Items (hereafter  defined),  less the Five Hundred
Dollars ($500) previously paid me, no later than January 31 following the end of
the Product Year in which my baseball picture is used.

     (c) Topps agrees to pay me  Seventy-Five  Dollars  ($75) each time I extend
this  Agreement  for an  additional  year.

     3. Duration,  Unless extended,  this Agreement shall bind both me and Topps
for  four  full  baseball  seasons  in  which  payment  becomes  due to me under
paragraph 2(b) In no event shall this Agreement, as it maybe renewed or extended
hereafter,  ever bind me at any point In time,  for more than four such baseball
seasons in the future Nor will Topps ever  extend  both this  Agreement  and the
Baseball  Player's  Picture  License  Agreement  with  respect to the use of any
baseball  picture in the same Product Year or on the basis of the same payment I
hereby  acknowledge  and agree that, If I accept  payment to extend the Baseball
Player's  Picture  License  Agreement for a year in which I have no Major League
service  that  payment  shall  be used to  extend  this  Agreement,  and not the
Baseball  Player's Picture License  Agreement.

     4. Definitions:

     (a) "Major Leaguer" means a baseball player,  coach, manager or trainer who
has at least one day's service on an active Major League roster or disabled list
during the Major League Championship Baseball Season, excluding spring training,
exhibition  and  post-season  play,  in the Product  Year for which his baseball
picture is used or who otherwise has a least one day's active  service for MLBPA
dues purposes in that Product Year.

     (b)  "Product  Year"  shall  mean  the  calendar  year of the  championship
baseball  season  identified on a Topps product.

     (c) "Non-Major  League  Baseball  Items" shat mean the individual  baseball
cards,  stickers,  medallions and similar items  authorized under this Agreement
containing the picture of one or more Non-Major Leaguers.

     (d) "Net  Sales"  shall  mean the  gross  sales  during a  Product  Year of
Non-Major League Baseball Items, less returns,  discounts and allowances made to
customers.

     (e) "My  lndividual 5% Share" shall mean 5% of Topps Net Sales of Non-Major
League  Baseball  Items divided by the total number of Non-Major  Leaguers whose
baseball pictures are used by Topps in a Product Year.

        I have received a copy of this Agreement


Home address:                                   Consent of Parent or Guardian
                                                        (if necessary)

________________________________                ________________________________
No.     Street                                  Signature

________________________________                        ________________
City    State           Zip                             Date