CREDIT AGREEMENT

                                   dated as of

                                  June 26, 2000

                                      among

                            THE TOPPS COMPANY, INC.,
                            TOPPS ENTERPRISES, INC.,

                            The Lenders Party Hereto

                                       and

                            THE CHASE MANHATTAN BANK,

                                    as Agent






<PAGE>


     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").

                                   WITNESSETH
                                   ----------

     WHEREAS,  the Borrower has requested that the Lenders make available to the
Borrower a revolving credit facility of up to $35,000,000, the proceeds of which
are to be used as set forth herein; and

     WHEREAS,  the Lenders are willing to make such  facility  available  to the
Borrower upon the terms and conditions set forth herein.

     NOW, THEREFORE, the Borrower, Topps Enterprises,  the Lenders and the Agent
hereby agree as follows:


                                    ARTICLE I

                                   Definitions
                                   -----------

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:

     "ABR",  when used in reference to any Loan or Borrowing,  refers to whether
such Loan, or the Loans  comprising such Borrowing,  are bearing interest at the
Alternate Base Rate.

     "Adjusted LIBO Rate" means,  with respect to any  Eurodollar  Borrowing for
any Interest Period, an interest rate per annum. (rounded upwards, if necessary,
to the next  1/100 of 1%)  equal to (a) the LIBO Rate for such  Interest  Period
multiplied by (b) the Statutory Reserve Rate.

     "Administrative  Questionnaire" means an Administrative  Questionnaire in a
form supplied by the Agent.

     "Affiliate" means, with respect to a specified Person,  another Person that
directly,  or  indirectly  through  one or more  intermediaries,  Controls or is
Controlled by or is under common Control with the Person specified.

     "Agent" means The Chase Manhattan  Bank, in its capacity as  administrative
agent for the Lenders hereunder.


<PAGE>


     "Alternate Base Rate" means the greatest of (a) the Prime Rate in effect on
such  day,  (b) the Base CD Rate in  effect  on such  day  plus 1%,  and (c) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate  Base Rate due to a change in the Prime Rate,  the Base CD Rate or
the Federal  Funds  Effective  Rate shall be effective  from and  including  the
effective date of such change in the Prime Rate, the Base CD Rate or the Federal
Funds Effective Rate, respectively.

     "Applicable  Percentage"  means, with respect to any Lender, the percentage
of the  total  Revolving  Commitments  represented  by such  Lender's  Revolving
Commitment.  If the  Revolving  Commitments  have  terminated  or  expired,  the
Applicable  Percentages shall be determined based upon the Revolving Commitments
most recently in effect, giving effect to any assignments.

     "Applicable  Rate"  means,  for any day,  with  respect  to any ABR Loan or
Eurodollar  Loan,  or  with  respect  to  the  unused  Commitment  Fees  payable
hereunder,  as the case may be, the  applicable  rate per annum set forth  below
under the caption "ABR Spread", "Eurodollar Spread" or "Commitment Fee Rate", as
the case may be:

-------------------------------------------------------------------
                        Eurodollar                      Committment
        EBITDA          Spread          ABR Spread      Fee Rate
        ------          ----------      ----------      -----------
-------------------------------- ----------------------------------
=>$75,000,000            100 bps             0             25 bps

-------------------------------------------------------------------
=>$50,000,000            125 bps             0             25 bps
but <$75,000,000
-------------------------------------------------------------------
=>$25,000,000            150 bps             0             25 bps
but <$50,000,000
-------------------------------------------------------------------
=>$15,000,000            175 bps             0             25 bps
but <$25,000,000
-------------------------------------------------------------------
=>$5,000,000             200 bps             0             37.5 bps
but <$15,000,000
-------------------------------------------------------------------
<$5,000,000              225 bps             0             37.5 bps
-------------------------------------------------------------------

For these purposes, "EBITDA" shall be measured on a rolling four quarters basis,
looking  backward  beginning with the last fiscal quarter as to which  financial
reporting has been made pursuant to Section 3.04, 5.01(a) or Section 5.01(b).

<PAGE>


     Approved  Internet  Subsidiary  means a Subsidiary (i) formed in the United
States,  engaged  (or  intended  to be  engaged)  in a  business  that is (or is
intended to be) transacted primarily through the Internet,  (ii) in which any of
the equity therein (other than a nominal  amount) is owned (or, upon  conversion
pursuant to Section 5.14(b),  will be owned) by a Person or Persons unaffiliated
with the Borrower (prior to formation of such Subsidiary or conversion  pursuant
to Section 5.14(b)),  (iii) in which the Borrower or one or more Guarantors have
invested  (by  means of asset  transfer,  cash  investment,  the  assumption  or
incurrence of  Indebtedness,  including  Intercompany  Debt and  Guaranties,  or
otherwise), together with any previous or simultaneous investment in one or more
other such Subsidiaries, an aggregate amount of $10,000,000 or less (determined,
as of the date of each such  investment,  on the basis of fair market value,  in
accordance  with GAAP),  and (iv) as to which the Agent has  determined,  in its
reasonable discretion, that such investment would be unlikely in the foreseeable
future to have Material Adverse Effect.  (For these purposes,  the fact that one
or more Loan Documents  would cease to be enforceable  against a Subsidiary upon
its release as a Guarantor  pursuant to Section  5.14(b) shall not  constitute a
Material Adverse Effect.)

     "Assessment  Rate" means, for any day, the annual assessment rate in effect
on such day that is payable by a member of the Bank Insurance Fund classified as
"well-capitalized"   and  within  supervisory  subgroup  "B"  (or  a  comparable
successor risk classification)  within the meaning of 12 C.F.R. Part 327 (or any
successor provision) to the Federal Deposit Insurance  Corporation for insurance
by such  Corporation  of time  deposits  made in dollars at the  offices of such
member in the United States;  provided that if, as a result of any change in any
law, rule or  regulation,  it is no longer  possible to determine the Assessment
Rate as aforesaid,  then the Assessment  Rate shall be such annual rate as shall
be determined by the Agent to be representative of the cost of such insurance to
the Lenders.

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and an  assignee  (with the  consent of any party  whose  consent is
required by Section 9.04),  and accepted by the Agent,  in the form of Exhibit A
or any other form approved by the Agent.


     "Base CD  Rate"  means  the sum of (a) the  Three-Month  Secondary  CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

     "Board" means the Board of Governors of the Federal  Reserve  System of the
United States of America.

     "Borrower" means The Topps Company, Inc., a Delaware corporation.

     "Borrowing"  means Loans of the same Type, made,  converted or continued on
the  same  date  and,  in the  case of  Eurodollar  Loans,  as to which a single
Interest Period is in effect.

     "Borrowing  Request"  means a request by the  Borrower  for a Borrowing  in
accordance with Section 2.03.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which  commercial  banks in New York City are  authorized  or required by law to
remain closed;  provided that, when used in connection  with a Eurodollar  Loan,
the term  "Business  Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

     "Capital  Expenditures" means, for any period,  without duplication (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and its consolidated Subsidiaries that are (or would be) set forth in a
consolidated statement of cash flows of the Borrower for such period prepared in
accordance with GAAP and (b) Capital Lease Obligations  incurred by the Borrower
and its consolidated  Subsidiaries during such period,  excluding,  however, the
amount of any Capital  Expenditures paid for with proceeds of casualty insurance
as evidenced in writing and submitted to the Agent.

<PAGE>


     "Capital  Lease  Obligations"  of any Person means the  obligations of such
Person to pay rent or other  amounts  under  any lease of (or other  arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are required to be  classified  and accounted for as capital
leases on a balance  sheet of such  Person  under  GAAP,  and the amount of such
obligations  shall be the  capitalized  amount thereof  determined in accordance
with GAAP.

     "Change in Control"  means (a) the  acquisition  of ownership,  directly or
indirectly,  beneficially  or of  record,  by any  Person or group  (within  the
meaning of the  Securities  Exchange Act of 1934 and the rules of the Securities
and Exchange  Commission  thereunder  as in effect on the date hereof) of shares
representing more than 20% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Borrower; or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Borrower by Persons who were neither (i)  nominated by the board of directors of
the Borrower nor (ii) appointed by directors so nominated.

     "Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement,  (b) any change in any law, rule or regulation or in
the  interpretation or application  thereof by any Governmental  Authority after
the date of this Agreement,  or (c) compliance by any Lender or the Issuing Bank
(or, for purposes of Section 2.15(b), by any lending office of such Lender or by
such Lender's or the Issuing  Bank's holding  company,  if any) with any request
guideline  or  directive  (whether  or not  having  the  force  of  law)  of any
Governmental Authority made or issued after the date of this Agreement.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.

     "Commitment Fee" has the meaning set forth in Section 2.12(a).

     "Consolidated  Fixed Charge Ratio" means, on any date, the ratio of (i) the
sum of EBITDA minus unfinanced  Capital  Expenditures to (ii) current portion of
long term debt (as per GAAP but  excluding any  Indebtedness  arising under this
Agreement)  plus  interest  expense (as  certified  by a Financial  Officer on a
quarterly basis).  For purposes of calculating  Consolidated Fixed Charge Ratio,
EBITDA,  unfinanced Capital  Expenditures and interest expense shall be measured
for the four  fiscal  quarter  period  ending  on the date  such  ratio is being
tested.

     "Consolidated Leverage Ratio" means, on any date, the ratio of Consolidated
Total Liabilities to Consolidated Net Worth.

     "Consolidated Net Income" means, for any period of computation thereof, the
gross  revenues from  operations of the Borrower and its  Subsidiaries  less all
operating  and  non-operating  expenses  of the  Borrower  and its  Subsidiaries
including taxes on income,  all determined on a consolidated basis in accordance
with GAAP applied on a consistent basis.

     "Consolidated  Net Worth" means at any time as of which the amount  thereof
is to be determined, the sum of the following in respect of the Borrower and its
Subsidiaries  (determined on a consolidated basis): (i) the amount of issued and
outstanding  share capital,  plus (ii) the amount of additional  paid-in capital
and  retained  income  (or,  in the case of a deficit  minus the  amount of such
deficit),  plus (iii) the amount of any foreign currency translation  adjustment
(if positive, or, if negative,  minus the amount of such translation adjustment)
minus (iv) the amount of any treasury  stock,  all as  determined  in accordance
with GAAP applied on a consistent basis.

<PAGE>


     "Consolidated  Tangible Net Worth"  means,  on any date,  Consolidated  Net
Worth less capitalized  research and development  costs,  capitalized  interest,
debt  discount  and  expense,  goodwill,  trademarks,   copyrights,  franchises,
licenses  and such  other  assets  as are  properly  classified  as  "intangible
assets",  all  determined  on a  consolidated  basis  for the  Borrower  and its
Subsidiaries.

     "Consolidated Total Assets" means, on any date, all amounts which would, in
conformity  with GAAP, be included as assets on a balance sheet,  all determined
on a consolidated basis for the Borrower and its Subsidiaries.

     "Consolidated  Total  Liabilities"  means,  on any date,  all amounts which
would,  in conformity  with GAAP, be included as liabilities on a balance sheet,
all determined on a consolidated basis for the Borrower and its Subsidiaries.

     "Contract  Notification  Date" means the date which is 30 days prior to (x)
the date that any Material  License will, by its own terms,  expire,  or (y) the
date the Borrower intends to terminate any Material License.

     "Control"  means the  possession,  directly or indirectly,  of the power to
direct or cause the direction of the management or policies of a Person, whether
through  the  ability to  exercise  voting  power,  by  contract  or  otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

     "Default"  means  any  event or  condition  which  constitutes  an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

     "Disclosed  Matters"  means  the  actions,  suits and  proceedings  and the
environmental matters disclosed in Schedule 3.06.

     "Documentary Letter of Credit" means a documentary letter of credit in form
and substance customarily issued by the Issuing Bank from time to time.

     "dollars" or "$" refers to lawful money of the United States of America.

     "EBITDA" means,  for any period,  Consolidated  Net Income (or net loss) of
the  Borrower  and  its  Subsidiaries  for  such  period  plus  the  sum  of (i)
depreciation  expense,  (ii)  amortization  expense,  (iii) net total income tax
expense and interest expense (as certified by a Financial Officer on a quarterly
basis) for such period,  all  determined on a  consolidated  basis in accordance
with GAAP applied on a consistent basis.

     "Effective  Date"  means  the date on which  the  conditions  specified  in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

<PAGE>


     "Eligible  Assignee"  means (i) a  commercial  bank having  total assets in
excess of $250,000,000 and being governed by the Board;  (ii) a finance company,
insurance company or other financial institution or fund acceptable to the Agent
which in the ordinary course of business extends credit of the type evidenced by
this Agreement and has total assets in excess of $100,000,000 and being governed
by the Board, and if not so governed,  acceptable to the Borrower, whose consent
shall not be unreasonably  withheld;  and (iii) any other financial  institution
satisfactory  to both the Borrower and the Agent;  provided  that no such entity
that is organized  under the laws of a  jurisdiction  outside the United  States
shall be an Eligible  Assignee  unless such entity shall,  if legally able to do
so, prior to the  immediately  following due date of any payment by the Borrower
hereunder,  deliver  to the  Borrower  such  certificates,  documents  or  other
evidence,  as  required  by the Code or  Treasury  Regulations  issued  pursuant
thereto, including (A) Internal Revenue Service Form W-8 or W-9 and (B) Internal
Revenue Service Form 1001 or Form 4224 and any other certificate or statement of
exemption  required  by  Treasury  Regulation  Section  1.1441-1,   1.1441-4  or
1.1441-6(c) or any subsequent  version thereof or successors  thereto,  properly
completed and duly executed by such entity establishing that such payment is (i)
not subject to United States Federal withholding tax under the Code because such
payment is  effectively  connected with the conduct by such entity of a trade or
business in the United  States,  or (ii) totally  exempt from the United  States
Federal withholding tax.

     "Environmental Laws" means all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments,  injunctions,  notices or binding agreements issued,
promulgated or entered into by any Governmental  Authority,  relating in any way
to the  environment,  preservation  or  reclamation  of natural  resources,  the
management,  release or  threatened  release  of any  Hazardous  Material  or to
environmental protection matters.

     "Environmental  Liability"  means any  liability,  contingent  or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities)  of the  Borrower  or any  Subsidiary,  directly  or
indirectly  resulting from or based upon (a) violation of any Environmental Law,
(b)  the  generation,  use,  handling,  transportation,  storage,  treatment  or
disposal of any Hazardous  Materials,  (c) exposure to any Hazardous  Materials,
(d) the  release or  threatened  release  of any  Hazardous  Materials  into the
environment,  or (e) any  contract  agreement  or other  consensual  arrangement
pursuant to which  liability  is assumed or imposed  with  respect to any of the
foregoing.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that together with the Borrower,  is treated as a single  employer under Section
414(b) or (c) of the Code or,  solely for  purposes  of Section 302 of ERISA and
Section 412 of the Code,  is treated as a single  employer  under Section 414 of
the Code.

<PAGE>


     "ERISA Event" means (a) any "reportable  event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived);  (b) the existence  with
respect  to any Plan of an  "accumulated  funding  deficiency"  (as  defined  in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing  pursuant to Section  412(d) of the Code or Section 303(d) of ERISA of an
application  for a waiver of the minimum  funding  standard  with respect to any
Plan; (d) the  incurrence by the Borrower or any of its ERISA  Affiliates of any
liability  under Title IV of ERISA with respect to the  termination of any Plan;
(e) the receipt by the Borrower or any ERISA  Affiliate  from the PBGC or a plan
administrator  of any notice  relating to an intention to terminate  any Plan or
Plans or to appoint a trustee to administer  any Plan; (f) the incurrence by the
Borrower or any of its ERISA  Affiliates  of any  liability  with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the  Borrower or any ERISA  Affiliate  of any notice  concerning  the
imposition of Withdrawal  Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization,  within the meaning of
Title IV of ERISA.

     "Eurodollar",  when used in reference to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans comprising such Borrowing,  are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

     "Event of Default" has the meaning assigned to such term in Article VII.

     "Existing  Agreement"  has the  meaning  assigned  to such term in  Section
4.01(f).

     "Excluded Taxes" means, with respect to the Agent, any Lender,  the Issuing
Bank or any other  recipient  of any  payment to be made by or on account of any
obligation of the Borrower  hereunder,  (a) income or franchise taxes imposed on
(or measured by) its income,  profits, or capital by any Governmental Authority,
or by the jurisdiction under the laws of which such recipient is organized or in
which its  principal  office is located or, in the case of any Lender,  in which
its applicable  lending office is located,  (b) any branch profits taxes imposed
by the  United  States  of  America  or any  similar  tax  imposed  by any other
jurisdiction  in which the  Borrower is located and (c) in the case of a Foreign
Lender  (other than an  assignee  pursuant  to a request by the  Borrower  under
Section 2.19(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section  2.17(e),  except to the extent that such Foreign
Lender (or its assignor,  if any) was entitled,  at the time of designation of a
new lending  office (or  assignment),  to receive  additional  amounts  from the
Borrower with respect to such withholding tax pursuant to Section 2.17(a).

     "Federal Funds  Effective  Rate" means,  for any day, the weighted  average
(rounded  upwards,  if  necessary,  to the  next  1/100  of 1%) of the  rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or,  if  such  rate is not so
published for any day that is a Business Day, the average (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) of the  quotations  for such day for such
transactions  received  by  the  Agent  from  three  Federal  funds  brokers  of
recognized standing selected by it.

     "Financial Officer" means the chief financial officer, principal accounting
officer, treasurer or controller of the Borrower.

     "Financing  Transactions" means the execution,  delivery and performance by
the  Borrower of the Loan  Documents,  the  borrowing  of Loans,  the use of the
proceeds thereof and the issuance of Letters of Credit hereunder.

     "Foreign  Lender"  means any Lender that is  organized  under the laws of a
jurisdiction  other than that in which the Borrower is located.  For purposes of
this  definition,  the United  States of  America,  each State  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

<PAGE>


     "Foreign  Subsidiary" means any Subsidiary that is organized under the laws
of a  jurisdiction  other than the United States of America or any State thereof
or the District of Columbia.

     "GAAP" means generally accepted accounting  principles in the United States
of America.

     "Governmental  Authority"  means the  government  of the  United  States of
America, any other nation or any political subdivision thereof, whether state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

     "Guarantee"  of or by any Person (the  "guarantor")  means any  obligation,
contingent or otherwise,  of the guarantor  guaranteeing  or having the economic
effect of guaranteeing  any Indebtedness or other obligation of any other Person
(the  "primary  obligor") in any manner,  whether  directly or  indirectly,  and
including any obligation of the guarantor,  direct or indirect,  (a) to purchase
or pay (or  advance  or  supply  funds  for the  purchase  or  payment  of) such
Indebtedness  or other  obligation or to purchase (or to advance or supply funds
for the purchase of) any  security for the payment  thereof,  (b) to purchase or
lease property,  securities or services for the purpose of assuring the owner of
such  Indebtedness or other obligation of the payment  thereof,  (c) to maintain
working capital,  equity capital or any other financial  statement  condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other  obligation,  or (d) as an account party in respect of any
letter of credit or letter of guaranty  issued to support such  Indebtedness  or
obligation;  provided that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

     "Guarantor"  means  (i)  Topps  Enterprises  and  any  domestic  Subsidiary
organized  or  acquired  after the date hereof  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.

     "Hazardous  Materials"  means all  explosive or  radioactive  substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

     "Hedging Agreement" means any interest rate protection  agreement,  foreign
currency  exchange  agreement,  commodity  price  protection  agreement or other
interest or currency exchange rate or commodity price hedging arrangement.


<PAGE>


     "Indebtedness"  of  any  Person  means,   without   duplication,   (a)  all
obligations  of such Person for borrowed  money or advances of any kind, (b) all
obligations  of such Person  evidenced  by bonds,  debentures,  notes or similar
instruments,  (c) all obligations of such Person upon which interest charges are
customarily  paid, (d) all obligations of such Person under  conditional sale or
other title retention  agreements  relating to property acquired by such Person,
(e) all obligations of such Person in respect of the deferred  purchase price of
property  or  services  (excluding  current  accounts  payable  incurred  in the
ordinary course of business),  (f) all Indebtedness of others secured by (or for
which the holder of such  Indebtedness  has an  existing  right,  contingent  or
otherwise,  to be secured  by) any Lien on  property  owned or  acquired by such
Persons,  whether or not the Indebtedness  secured thereby has been assumed, (g)
all Guarantees by such Person of Indebtedness  of others,  (h) all Capital Lease
Obligations of such Person,  (i) all  obligations,  contingent or otherwise,  of
such  Person as an account  party in respect of letters of credit and letters of
guaranty,  and (j) all obligations,  contingent or otherwise,  of such Person in
respect of bankers acceptances. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general  partner) to the extent such Person is liable  therefor as a result
of such Person's  ownership  interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness  provide that such Person is
not liable therefor.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Intercompany  Debt" means  loans,  advances  and any other  extensions  of
credit made by the Borrower and/or any Guarantor to any Subsidiary.

     "Intercompany Note" means any promissory note,  instrument or other written
indicia of an obligation by any Subsidiary to repay any Intercompany Debt.

     "Interest  Election  Request" means a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.07.

     "Interest  Payment Date" means (a) with respect to any ABR Loan,  the first
day of each month and (b) with respect to any  Eurodollar  Loan, the last day of
the Interest  Period  applicable  to the  Borrowing of which such Loan is a part
and, in the case of a Eurodollar  Borrowing with an Interest Period of more than
three months'  duration,  each day prior to the last day of such Interest Period
that occurs at intervals of three months'  duration  after the first day of such
Interest Period.

                  "Interest Period" means with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months (or, with the consent of each Lender, nine or twelve months)
thereafter, as the Borrower may elect; provided that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (ii) any Interest
Period that commences on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the last calendar month
of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

                  "Issuing Bank" means The Chase Manhattan Bank, in its capacity
as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.05(i). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.


<PAGE>



                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the aggregate amount of all
Documentary Letter of Credit Outstandings and all Standby Letter of Credit
Outstandings. The LC Exposure of any Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement which Letter of Credit shall be a Documentary Letter of Credit
(including the Topps SA Letters of Credit) or a Standby Letter of Credit.

                  "Letter of Credit Outstandings" means, at any time, the sum of
(i) the aggregate undrawn stated amount of all Letters of Credit then
outstanding plus (ii) all amounts theretofore drawn under Letters of Credit and
not then reimbursed.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones
Telerate Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

     "Lien" means,  with respect to any asset,  (a) any mortgage,  deed of trust
lien, pledge, hypothecation,  encumbrance, charge or security interest in, on or
of such asset,  (b) the interest of a vendor or a lessor  under any  conditional
sale  agreement,  capital lease or title  retention  agreement (or any financing
lease having  substantially  the same economic  effect as any of the  foregoing)
relating to such asset, and (c) in the case of securities,  any purchase option,
call or similar right of a third party with respect to such securities.

     "Loan Documents" means this Agreement,  the Topps Enterprises Guaranty, the
Topps SA  Guaranty,  any  letter of credit  application  or any other  agreement
submitted by the Borrower or Topps SA in connection with a Letter of Credit, and
any  Guarantee  or other  instrument  or  agreement  now  existing or  hereafter
executed and delivered in connection herewith or therewith.

     "Loans"  means the loans made by the  Lenders to the  Borrower  pursuant to
this Agreement.

<PAGE>

     "LPT" means the incurrence or assumption of  Indebtedness on account of any
buyout,  acquisition or  re-capitalization of the Borrower and/or any Subsidiary
(including  any  leveraged  buyout,  management  buyout,  merger,   acquisition,
significant share repurchase or dividend payout) which causes either (i) (x) the
ratio of  Consolidated  Total  Liabilities  to  Consolidated  Total Assets to be
greater than .75 to 1.0 and (y) the total amount of all Indebtedness  related to
the  transaction  in question or to any buyout or acquisition in the past, or to
any  re-capitalization  completed  within  one  year  prior  to the  date of the
transaction  in  question,  to  constitute  25% or  more of  Consolidated  Total
Liabilities,  or (ii) (x) a doubling of Consolidated Total Liabilities and (y) a
ratio of Consolidated  Total Liabilities to Consolidated Total Assets of greater
than .50 to 1.0. For purposes of this  definition  only,  the term  Consolidated
Total Liabilities shall be deemed to include  contingent  liabilities on account
of non-perpetual preferred stock.

     "Margin Stock" means "Margin Stock" as that term is defined in Regulation U
of the Board.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (a) the
business,  assets,  operations  or  condition,  financial or  otherwise,  of the
Borrower and the Subsidiaries  taken as a whole, (b) the ability of the Borrower
to perform any of its obligations under any Loan Document or (c) the validity or
enforceability  of any Loan  Document or the rights of or benefits  available to
the Lenders under any Loan Document.

     "Material  Indebtedness"  means  Indebtedness  (other  than the  Loans  and
Letters of Credit), 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.

     "Material Licenses" means the licenses set forth on Schedule 5.04.

     "Material  Subsidiary" means any Subsidiary whose assets  constituted 5% or
more of  Consolidated  Total Assets on the balance sheet submitted most recently
(to the date in  question) to the Agent  pursuant to Section  5.01(a) or Section
5.01(b).

     "Maturity Date" means June 25, 2004.

     "Moody's" means Moody's Investors Service, Inc.

     "Multiemployer  Plan"  means a  multiemployer  plan as  defined  in Section
4001(a)(3) of ERISA.

<PAGE>

     "Net  Proceeds"  means,  with respect to any  Permitted  Asset Sale (a) the
gross sales  price paid in any form in respect of such sale,  net of (b) the sum
of (i) all reasonable fees and  out-of-pocket  expenses paid by the Borrower and
the  Subsidiaries  to third parties (other than  Affiliates) in connection  with
such sale,  (ii) the amount of all payments  required to be made by the Borrower
and the Subsidiaries as a result of such sale to repay Indebtedness  (other than
Loans) secured by such asset or otherwise  subject to mandatory  prepayment as a
result of such sale (other than any such mandatory  prepayment  pursuant to this
Agreement),  and (iii) the amount of all taxes paid (or reasonably  estimated to
be payable) by the Borrower and the Subsidiaries, and the amount of any reserves
established by the Borrower and the Subsidiaries to fund contingent  liabilities
reasonably  estimated to be payable, in each case during the year that such sale
occurred or the next succeeding year and that are directly  attributable to such
sale (as determined  reasonably and in good faith by the chief financial officer
of the Borrower).

     "Obligations" means the collective reference to (i) the unpaid principal of
and  interest  on the Loans and all other  obligations  and  liabilities  of the
Borrower to the Agent or any Lender  (including,  without  limitation,  interest
accruing at the  then-applicable  rate provided herein after the maturity of the
Loans and interest  accruing at the  then-applicable  rate provided herein after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization  or like proceeding,  relating to the Borrower,  whether or not a
claim for post-filing or post-petition  interest is allowed in such proceeding),
whether direct or indirect,  absolute or  contingent,  due or to become due, now
existing or hereafter  incurred,  that may arise under, out of, or in connection
with this Agreement, the other Loan Documents, the Letters of Credit (including,
without limitation, the Topps SA Letters of Credit) or any other documents made,
delivered or given in connection  herewith or  therewith,  whether on account of
principal,  interest  reimbursement  obligations,   fees,  indemnities,   costs,
expenses or otherwise (including, without limitation, all fees and disbursements
of  counsel  to the Agent or the  Lenders  that are  required  to be paid by the
Borrower or any Subsidiary  pursuant to the terms of this Agreement or any other
Loan Document),  and (ii) all obligations and liabilities of the Borrower to any
Lender or any  affiliate of a Lender,  whether  direct or indirect,  absolute or
contingent,  due or to become due, now existing or hereafter incurred,  that may
arise under,  out of, or in connection  with any Hedging  Agreement or any other
document made, delivered or given in connection therewith.

     "Other  Taxes"  means any and all  present or future  stamp or  documentary
taxes or any other excise or property  taxes,  charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document, but Other Taxes
shall not include Excluded Taxes.

     "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  referred to and
defined in ERISA and any successor entity performing similar functions.

<PAGE>

     "Permitted  Acquisitions"  means an  acquisition  of the stock (or  another
investment  in the equity) or assets of another  Person who is not a  Subsidiary
(an "Acquisition")  which meets the following  criteria:  (i) the Acquisition in
question  would  not  cause  the  aggregate  gross  purchase  price  paid to the
acquiree(s) (in cash,  stock,  assumption of Indebtedness  and/or  otherwise) on
account of (A) all Acquisitions  since the Effective Date to exceed  $50,000,000
or (B) all Foreign  Acquisitions  (defined  below) since the  Effective  Date to
exceed $15,000,000, (ii) the proposed acquiree is in the same or related line of
business as the  Borrower or any  Subsidiary  (or the assets to be acquired  are
utilized  in the  same  or  related  line of  business  as the  Borrower  or any
Subsidiary),  (iii) the  Acquisition is to be friendly in nature (e.g.  approved
and  recommended  by  the  target's  board  of  directors),  (iv)  prior  to and
immediately  following the Acquisition,  and after giving effect thereto,  there
shall not have  occurred  a Default  or an Event of  Default,  (v) all  material
third-party  consents and approvals necessary in connection with the Acquisition
shall have been obtained and copies of thereof shall have been  delivered to the
Agent,  (vi)  evidence  (reasonably  satisfactory  to the Agent) shall have been
delivered  to the Agent  that such  stock (or other  equity) or assets are to be
purchased free and clear of any Liens other than Permitted  Encumbrances and, in
the case of stock (or other  equity) free of any  restrictions  other than those
reasonably  acceptable to the Agent,  (vii) if the proposed  acquiree  becomes a
Subsidiary of the Borrower or any Guarantor, such Subsidiary shall timely comply
with  Section  5.14 (if  required  by the terms of Section  5.14),  (viii)  such
Acquisition  shall not result in an LPT, (ix) in the case of an Acquisition of a
Person organized outside of the United States (a "Foreign Acquisition"), (A) the
acquirer shall also be organized outside of the United States,  and (B) any cash
paid on account of such Acquisition shall originate from a source outside of the
United States.  With regard to the foregoing clause (viii), the Agent shall have
received prior to the consummation of said Permitted Acquisition,  copies of all
documentation  (including  financial  information  and  other  information  with
respect to the Borrower, the Guarantors,  the proposed acquiree and the proposed
transaction,  in detail reasonably satisfactory to the Agent, including evidence
of  existing  and  continuing  compliance  with this  Agreement,  based upon the
Borrower's own projections of the effect of the Acquisition in question) related
to the Permitted Acquisition as may be reasonably required by the Agent.

     "Permitted  Asset  Sales"  means  "arm's  length"  sales of  assets  by the
Borrower or a Subsidiary  which do not cause a Default,  provided that if one or
more Loans are outstanding at the time, then in the case of any such sale having
a gross sale  price of  greater  than  $5,000,000  (aggregated  in the case of a
series of contemporaneous  asset sales to the same purchaser or to more than one
purchaser  who are  Affiliates  of each  other),  not  less  than 25% of any Net
Proceeds that are paid in cash or cash equivalents  (including any cash received
in respect of non-cash proceeds) is applied, on or before the fifth Business Day
following  each date of receipt of any such Net  Proceeds  (whether  received at
closing or  thereafter),  to pay down (or satisfy,  if applicable) the principal
amount of all Loans then outstanding.

     "Permitted Encumbrances" means the following:

     (a)  Liens  imposed  by law for  taxes  that  are not yet due or are  being
contested in compliance with Section 5.05;

     (b) carriers', warehousemen's,  mechanics', materialmen's,  repairmen's and
other like Liens imposed by law,  arising in the ordinary course of business and
securing  obligations  that are not  overdue  by more  than 30 days or are being
contested in compliance with Section 5.05;

     (c)  pledges  and  deposits  made in the  ordinary  course of  business  in
compliance with workers'  compensation,  unemployment insurance and other social
security laws or regulations;

     (d) deposits to secure the performance of bids,  trade  contracts,  leases,
statutory  obligations,  surety and appeal  bonds,  performance  bonds and other
obligations of a like nature, in each case in the ordinary course of business;

     (e) judgment  liens in respect of judgments that do not constitute an Event
of Default under clause (k) of Article VII; and

<PAGE>

     (f) easements, zoning restrictions,  rights-of-way and similar encumbrances
on real  property  imposed by law or arising in the ordinary  course of business
that do not secure any monetary  obligations and do not materially  detract from
the value of the  affected  property or interfere  with the ordinary  conduct of
business of the Borrower or any Subsidiary;

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
securing Indebtedness.

     "Permitted Investments" means the following:

     (a) direct  obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such  obligations  are backed by the full faith and
credit of the United States of America),  in each case maturing  within one year
from the date of acquisition thereof,

     (b) investments in commercial  paper maturing within 270 days from the date
of  acquisition  thereof and having,  at such date of  acquisition,  the highest
credit rating obtainable from S&P or from Moody's;

     (c) investments in certificates of deposit,  banker's  acceptances and time
deposits maturing within 180 days from the date of acquisition thereof issued or
guaranteed  by or placed  with,  and money  market  deposit  accounts  issued or
offered by, any domestic  office of any commercial bank organized under the laws
of the  United  States of  America  or any State  thereof  which has a  combined
capital and surplus and undivided profits of not less than $500,000,000;

     (d) fully collateralized repurchase agreements with a term of not more than
30 days for  securities  described  in clause (a) above and entered  into with a
financial institution satisfying the criteria described in clause (c) above;

     (e)  shares of  mutual  funds  which  invest in  obligations  described  in
paragraphs  (a) through (d) above,  the shares of which  mutual funds are at all
times rated "AAA" by S&P;

     (f) shares of "money market funds" of financial  institutions  rated "A" or
better by S&P or "A2" or better by Moody's  and  shares of the Strong  Municipal
Money Market Fund;

     (g)   investments   received  in   connection   with  the   bankruptcy   or
reorganization  of, or  settlement  of  delinquent  accounts and disputes  with,
customers and suppliers, in each case in the ordinary course of business; and

     (h) shares of auction rate municipal preferred securities rated A or better
by S&P.

     "Person" means any natural person, corporation,  limited liability company,
trust, joint venture, association, company, partnership,  Governmental Authority
or other entity.

     "Plan" means any employee  pension benefit plan (other than a Multiemployer
Plan) subject to the  provisions of Title IV of ERISA or Section 412 of the Code
or  Section  302 of ERISA,  and in respect  of which the  Borrower  or any ERISA
Affiliate  is (or, if such plan were  terminated,  would under  Section  4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

<PAGE>

     "Prime Rate" means the rate of interest per annum  publicly  announced from
time to time by The  Chase  Manhattan  Bank as its  prime  rate in effect at its
principal  office in New York  City;  each  change in the  Prime  Rate  shall be
effective from and including the date such change is publicly announced as being
effective.

     "Register" has the meaning set forth in Section 9.04.

     "Related  Parties"  means,  with  respect  to any  specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

     "Required Lenders" means, at any time,  Lenders having Revolving  Exposures
and unused  Revolving  Commitments  representing  at least 57% of the sum of the
total Revolving Exposures and unused Revolving Commitments at such time.

     "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,  or any  option,  warrant or other right to acquire any such
shares of capital stock of the Borrower or any Subsidiary.

     "Revolving  Availability  Period"  means the period from and  including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Revolving Commitments.

     "Revolving  Commitment" means, with respect to each Lender, the commitment,
of such Lender to make Loans and to acquire  participations in Letters of Credit
hereunder,  expressed as an amount  representing the maximum aggregate amount of
such  Lender's  Revolving  Exposure  hereunder,  as such  commitment  may be (a)
reduced from time to time  pursuant to Section 2.08 and (b) reduced or increased
from time to time  pursuant  to  assignment  by or to such  Lender  pursuant  to
Section 9.04. The amount of each Lender's  Revolving  Commitment is set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Revolving Commitment, as applicable. The aggregate amount
of the Lenders' Revolving Commitments is $35,000,000.

     "Revolving Exposure" means, with respect to any Lender at any time, the sum
of the outstanding  principal  amount of such Lender's Loans and its LC Exposure
at such time.

     "S&P" means Standard & Poor's.

     "Standby  Letter of  Credit"  means a standby  letter of credit in form and
substance  customarily  issued by the Issuing Bank from time to time and in form
and substance  acceptable to the Agent and the Issuing Bank, and issued for such
purposes for which the Borrower has  historically  obtained  standby  letters of
credit, or for such other purposes as are reasonably acceptable to the Agent and
the Issuing Bank.

<PAGE>

     "Statutory  Reserve Rate" means a fraction  (expressed  as a decimal),  the
numerator of which is the number one and the  denominator of which is the number
one minus the  aggregate  of the  maximum  reserve  percentages  (including  any
marginal,  special,  emergency or supplemental  reserves) expressed as a decimal
established  by the Board to which the Agent is subject (a) with  respect to the
Base CD Rate,  for new negotiable  nonpersonal  time deposits in dollars of over
$100,000  with  maturities  approximately  equal  to three  months  and (b) with
respect to the Adjusted LIBO Rate, for eurocurrency  funding (currently referred
to as  "Eurocurrency  Liabilities"  in Regulation D of the Board).  Such reserve
percentages   shall  include  those  imposed  pursuant  to  such  Regulation  D.
Eurodollar  Loans shall be deemed to constitute  eurocurrency  funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions  or  offsets  that may be  available  from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

     "subsidiary"  means, with respect to any Person (the "parent") at any date,
any corporation,  limited liability company,  partnership,  association or other
entity the accounts of which would be  consolidated  with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared  in  accordance  with  GAAP as of  such  date,  as  well  as any  other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests  representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership,  more than 50% of the general partnership interests are, as of such
date,  owned,  controlled  or held,  or (b) that is, as of such date,  otherwise
Controlled,  by the parent or one or more  subsidiaries  of the parent or by the
parent and one or more subsidiaries of the parent.

     "Subsidiary" means any subsidiary of the Borrower.

     "Taxes" means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.

     "Three-Month  Secondary CD Rate" means,  for any day, the secondary  market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day is not a Business Day, the next preceding  Business Day) by
the Board through the public  information  telephone line of the Federal Reserve
Bank of New York (which rate will, under the current  practices of the Board, be
published in Federal  Reserve  Statistical  Release H.  15(519)  during the week
following such day) or, if such rate is not so reported on such day or such next
preceding  Business  Day, the average of the  secondary  market  quotations  for
three-month certificates of deposit of major money center banks in New York City
received at  approximately  10:00 a.m.,  New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the Agent
from three  negotiable  certificate  of deposit  dealers of recognized  standing
selected by it.

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

     "Topps  Enterprises  Guaranty"  means a  guaranty  of  payment of even date
herewith  (in the form of Exhibit C hereto),  made by Topps  Enterprises  to the
Agent with respect to the Obligations.

<PAGE>


     "Topps SA" means Topps Latin America SA, a corporation  organized under the
laws of Uruguay.

     "Topps SA Guaranty"  means the Guaranty,  dated as of the  Effective  Date,
between the Borrower and the Agent.

     "Topps SA Letters of Credit" means Documentary Letters of Credit issued for
the  account  of  Topps  SA  for  the  benefit  of  its  vendors,  reimbursement
obligations in respect of which are guaranteed by the Borrower.

     "Topps SA Letter of Credit Outstandings" means, at any time, the sum of (i)
the  aggregate  undrawn  stated  amount of all Topps SA Letters  of Credit  then
outstanding  plus (ii) all amounts  theretofore  drawn under Topps SA Letters of
Credit and not then reimbursed.

     "Travelers  Letter of Credit" means a Standby Letter of Credit issued under
the Existing Agreement by The Chase Manhattan Bank.

     "Type", when used in reference to any Loan or Borrowing,  refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     "Withdrawal  Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer  Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Classification of Loans and Borrowings.  For purposes of this
Agreement, Loans and Borrowings may be classified and referred to by Type (e.g.,
a "Eurodollar Loan" or an "ABR Borrowing").

     SECTION 1.03. Terms Generally.  The definitions of terms herein shall apply
equally to the  singular  and plural  forms of the terms  defined.  Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement  instrument  or other  document as from time to time amended,
restated,  supplemented or otherwise  modified  (subject to any  restrictions on
such amendments,  restatements,  supplements or modifications set forth herein),
(b) any  reference  herein to any Person  shall be  construed  to  include  such
Person's  successors  and  assigns,   (c)  the  words  "herein",   "hereof"  and
"hereunder",  and words of similar  import,  shall be construed to refer to this
Agreement in its entirety and not to any particular  provision  hereof,  (d) all
references  herein  to  Articles,  Sections,  Exhibits  and  Schedules  shall be
construed to refer to Articles and Sections of, and Exhibits and  Schedules  to,
this  Agreement and (e) the words "asset" and  "property"  shall be construed to
have the same  meaning  and  effect  and to  refer to any and all  tangible  and
intangible  assets and  properties,  including  cash,  securities,  accounts and
contract rights.

<PAGE>


     SECTION 1.04.  Accounting  Terms,  GAAP. (a) Except as otherwise  expressly
provided  herein,  all  terms of an  accounting  or  financial  nature  shall be
construed in accordance with GAAP, as in effect from time to time; provided that
if the Borrower  notifies  the Agent that the Borrower  requests an amendment to
any provision  hereof to eliminate the effect of any change  occurring after the
date  hereof in GAAP or in the  application  thereof  on the  operation  of such
provision  (or if the Agent  notifies  the Borrower  that the  Required  Lenders
request an amendment to any provision  hereof for such  purpose),  regardless of
whether any such  notice is given  before or after such change in GAAP or in the
application  thereof,  then such provision  shall be interpreted on the basis of
GAAP as in effect and applied  immediately  before such change shall have become
effective until such notice shall have been withdrawn or such provision  amended
in accordance herewith.

     (b) All consolidated  financial data  contemplated in Article VI shall, for
purposes of such portions of this  Agreement,  exclude any data  attributable to
any Approved Internet Subsidiary.



                                   ARTICLE II

                                   The Credits
                                   -----------

     SECTION 2.01.  Revolving  Commitments.  Subject to the terms and conditions
set forth herein,  each Lender agrees to make Loans to the Borrower from time to
time during the Revolving  Availability  Period in an aggregate principal amount
that will not result in such Lender's Revolving Exposure exceeding such Lender's
Revolving  Commitment.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.

     SECTION 2.02. Loans and Borrowings.  (a) Each Loan shall be made as part of
a Borrowing  consisting of Loans of the same Type made by the Lenders ratably in
accordance  with their  respective  Revolving  Commitments.  The  failure of any
Lender to make any Loan  required  to be made by it shall not  relieve any other
Lender of its obligations hereunder;  provided that the Revolving Commitments of
the  Lenders  are  several  and no  Lender  shall be  responsible  for any other
Lender's failure to make Loans as required.

     (b) Subject to Section 2.14,  each Revolving  Borrowing  shall be comprised
entirely  of ABR  Loans or  Eurodollar  Loans as the  Borrower  may  request  in
accordance  herewith.  Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign  branch or Affiliate of such Lender to make such
Loan;  provided that any exercise of such option shall not affect the obligation
of the  Borrower  to  repay  such  Loan in  accordance  with  the  terms of this
Agreement.

<PAGE>


     (c)  At the  commencement  of  each  Interest  Period  for  any  Eurodollar
Borrowing,  such Borrowing  shall be in an aggregate  amount that is an integral
multiple of  $100,000  and not less than  $1,000,000.  At the time that each ABR
Borrowing is made,  such  Borrowing  shall be in an aggregate  amount that is an
integral multiple of $100,000 and not less than $1,000,000; provided that an ABR
Borrowing  may be in an  aggregate  amount  that is equal to the  entire  unused
balance of the total  Revolving  Commitments  or that is required to finance the
reimbursement  of  an  LC  Disbursement  as  contemplated  by  Section  2.05(e).
Borrowings of more than one Type may be outstanding at the same time.

     (d)  Notwithstanding  any other provision of this  Agreement,  the Borrower
shall not be  entitled  to  request,  or to elect to  convert or  continue,  any
Borrowing if the Interest Period  requested with respect thereto would end after
the Maturity Date.

     (e) Loans  must be for  general  corporate  purposes,  including  Permitted
Acquisitions, but only a total principal amount of $30,000,000 of money borrowed
hereunder for Permitted  Acquisitions  may be outstanding at any time during the
Revolving Availability Period.

     SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower
shall  notify  the  Agent  of such  request  by  telephone  (a) in the case of a
Eurodollar  Borrowing,  not later than  11:00  a.m.,  New York City time,  three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR  Borrowing,  not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed  Borrowing;  provided that any such notice of an
ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated
by Section  2.05(e) may be given not later than 10:00 a.m.,  New York City time,
on the date of the proposed  Borrowing.  Each such telephonic  Borrowing Request
shall be  irrevocable  and  shall be  confirmed  promptly  by hand  delivery  or
telecopy to the Agent of a written  Borrowing  Request in a form approved by the
Agent and signed by the Borrower.  Each such  telephonic  and written  Borrowing
Request shall specify the following information in compliance with Section 2.02:

          (i) the aggregate amount of such Borrowing;

          (ii) the date of such Borrowing, which shall be a Business Day;

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (iv) in the  case of a  Eurodollar  Borrowing,  the  initial  Interest
     Period to be applicable  thereto,  which shall be a period  contemplated by
     the definition of the term "Interest Period"; and

          (v) the location and number of the  Borrower's  account to which funds
     are to be disbursed,  which shall comply with the  requirements  of Section
     2.06.

If no election as to the Type of  Borrowing  is  specified,  then the  requested
Borrowing  shall be an ABR  Borrowing.  If no Interest  Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration.  Promptly following
receipt of a Borrowing Request in accordance with this Section,  the Agent shall
advise  each Lender of the  details  thereof and of the amount of such  Lender's
Loan to be made as part of the requested Borrowing.


     SECTION 2.04. [This Section intentionally left blank.].

<PAGE>


     SECTION  2.05.  Letters of Credit.  (a)  General.  Subject to the terms and
conditions  set  forth  herein,   the  Borrower  may  request  the  issuance  of
Documentary Letters of Credit (including Topps SA Letters of Credit) and Standby
Letters of Credit for its own  account  and for the  account of Topps SA (in the
case of the Topps SA Letters of Credit), in a form reasonably  acceptable to the
Agent  and the  Issuing  Bank,  at any  time and from  time to time  during  the
Revolving  Availability  Period. In the event of any  inconsistency  between the
terms and  conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit the terms and  conditions of this Agreement  shall control.  The Borrower
shall not be obligated  under any such letter of credit  application  or related
documents  to  provide  collateral  to the  Issuing  Bank  other than a security
interest in the goods in respect of which such Letter of Credit is being issued,
in the case of a  Documentary  Letter of Credit,  which  security  interest will
terminate  upon  reimbursement  of a drawing  under such  Documentary  Letter of
Credit.  Standby  Letters of Credit may only be issued as security  for worker's
compensation  insurance  or for another  purpose  approved by the Agent,  in its
reasonable discretion.

     (b) Notice of Issuance,  Amendment, Renewal, Extension, Certain Conditions.
To request  the  issuance  of a Letter of Credit (or the  amendment,  renewal or
extension of an outstanding  Letter of Credit),  the Borrower shall hand deliver
or telecopy (or transmit by electronic communication,  if arrangements for doing
so have been  approved  by the Issuing  Bank) to the Issuing  Bank and the Agent
(reasonably in advance of the requested date of issuance,  amendment, renewal or
extension)  a  notice  requesting  the  issuance  of  a  Letter  of  Credit,  or
identifying  the  Letter of Credit  to be  amended,  renewed  or  extended,  and
specifying the date of issuance,  amendment renewal or extension (which shall be
a Business  Day),  the date on which such  Letter of Credit is to expire  (which
shall comply with paragraph (c) of this  Section),  the amount of such Letter of
Credit;  the  name  and  address  of the  beneficiary  thereof  and  such  other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by the Issuing  Bank,  the Borrower also shall submit a
letter of credit  application on the Issuing Bank's  standard form in connection
with any  request  for a Letter of Credit.  A Letter of Credit  shall be issued,
amended,  renewed  or  extended  only if (x) in the case of a Standby  Letter of
Credit,  the same shall be for the purpose permitted in paragraph (a) above, and
(y) after giving effect to such  issuance,  amendment,  renewal or extension (i)
the Letter of Credit Outstandings shall not exceed  $15,000,000,  (ii) the Topps
SA Letter of Credit  Outstandings  shall not exceed  $15,000,000,  and (iii) the
total Revolving Exposures shall not exceed the total Revolving Commitments.

     (c) Expiration  Date.  Each Letter of Credit other than a Standby Letter of
Credit  shall  expire at or prior to the close of business on the earlier of (i)
the date one year after the date of the  issuance  of such Letter of Credit (or,
in the case of any renewal or extension thereof,  one year after such renewal or
extension)  and (ii) the date that is five  Business  Days prior to the Maturity
Date.

<PAGE>

     (d) Participations.  By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit  increasing  the amount  thereof)  and without any further
action on the part of the Issuing Bank or the  Lenders,  the Issuing Bank hereby
grants to each Lender,  and each Lender hereby acquires from the Issuing Bank, a
participation  in such  Letter  of  Credit  equal  to such  Lender's  Applicable
Percentage  of the aggregate  amount  available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Agent for the account of the
Issuing Bank, such Lender's  Applicable  Percentage of each LC Disbursement made
by the  Issuing  Bank  and not  reimbursed  by the  Borrower  on the date due as
provided in  paragraph  (e) of this  Section,  or of any  reimbursement  payment
required to be refunded to the Borrower for any reason. Each Lender acknowledges
and agrees  that its  obligation  to  acquire  participations  pursuant  to this
paragraph  in respect of Letters of Credit is  absolute  and  unconditional  and
shall not be affected by any  circumstance  whatsoever,  including any amendment
renewal or extension of any Letter of Credit or the occurrence  and  continuance
of a Default or reduction or termination of the Revolving Commitments,  and that
each such payment  shall be made without any offset  abatement,  withholding  or
reduction whatsoever.

     (e)  Reimbursement.  If the Issuing Bank shall make any LC  Disbursement in
respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Agent an amount  equal to such LC  Disbursement  not later than
12:00 noon, New York City time, on the date that such LC  Disbursement  is made,
if the Borrower  shall have  received  notice of such LC  Disbursement  prior to
10:00 a.m.,  New York City time,  on such date,  or, if such notice has not been
received by the  Borrower  prior to such time on such date,  then not later than
12:00  noon,  New York City  time,  on (i) the  Business  Day that the  Borrower
receives such notice,  if such notice is received  prior to 10:00 a.m., New York
City time, on the day of receipt, or (ii) the Business Day immediately following
the day that the Borrower  receives such notice,  if such notice is not received
prior  to such  time on the day of  receipt;  provided  that the  Borrower  may,
subject to the  conditions to borrowing set forth herein,  request in accordance
with  Section  2.03 that such  payment be financed  with an ABR  Borrowing in an
equivalent amount and, to the extent so financed,  the Borrower's  obligation to
make  such  payment  shall be  discharged  and  replaced  by the  resulting  ABR
Borrowing.  If the Borrower fails to make such payment when due, the Agent shall
notify each Lender of the applicable LC Disbursement,  the payment then due from
the Borrower in respect thereof and such Lender's Applicable Percentage thereof.
Promptly  following  receipt of such notice,  each Lender shall pay to the Agent
its Applicable Percentage of the payment then due from the Borrower, in the same
manner as  provided  in Section  2.06 with  respect to Loans made by such Lender
(and Section 2.06 shall apply,  mutatis mutandis,  to the payment obligations of
the Lenders),  and the Agent shall  promptly pay to the Issuing Bank the amounts
so received by it from the Lenders.  Promptly  following receipt by the Agent of
any  payment  from the  Borrower  pursuant  to this  paragraph,  the Agent shall
distribute  such payment to the Issuing Bank or, to the extent that Lenders have
made payments  pursuant to this paragraph to reimburse the Issuing Bank, then to
such Lenders and the Issuing  Bank as their  interests  may appear.  Any payment
made by a Lender  pursuant to this  paragraph to reimburse  the Issuing Bank for
any LC Disbursement  (other than the funding of ABR Loans as contemplated above)
shall not constitute a Loan and shall not relieve the Borrower of its obligation
to reimburse such LC Disbursement.

<PAGE>

     (f)  Obligations  Absolute.  The  Borrower's  obligation  to  reimburse  LC
Disbursements  as provided in paragraph  (e) of this Section  shall be absolute,
unconditional  and  irrevocable,  and shall be performed  strictly in accordance
with the terms of this Agreement under any and all circumstances  whatsoever and
irrespective  of (i) any lack of  validity  or  enforceability  of any Letter of
Credit or this Agreement,  or any term or provision  therein,  (ii) any draft or
other  document  presented  under a  Letter  of  Credit  proving  to be  forged,
fraudulent  or invalid in any respect or any  statement  therein being untrue or
inaccurate  in any respect  (iii)  payment by the Issuing Bank under a Letter of
Credit  against  presentation  of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever,  whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against the Borrower's obligations hereunder.  Neither
the Agent,  the Lenders nor the Issuing Bank, nor any of their Related  Parties,
shall have any liability or  responsibility  by reason of or in connection  with
the  issuance  or  transfer of any Letter of Credit or any payment or failure to
make any payment thereunder  (irrespective of any of the circumstances  referred
to in the preceding sentence),  or any error,  omission,  interruption,  loss or
delay in  transmission or delivery of any draft,  notice or other  communication
under or relating to any Letter of Credit  (including  any document  required to
make a drawing  thereunder),  any error in  interpretation of technical terms or
any  consequence  arising  from causes  beyond the control of the Issuing  Bank;
provided  that the  foregoing  shall not be construed to excuse the Issuing Bank
from  liability to the Borrower to the extent of any direct  damages (as opposed
to  consequential  damages,  claims in respect of which are hereby waived by the
Borrower to the extent  permitted by  applicable  law)  suffered by the Borrower
that are caused by the Issuing Bank's failure to exercise care when  determining
whether  drafts and other  documents  presented  under a Letter of Credit comply
with the terms thereof.  The parties hereto expressly agree that, in the absence
of gross  negligence  or wilful  misconduct  on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have  exercised care in each such  determination  in furtherance of
the foregoing and without  limiting the  generality  thereof,  the parties agree
that,  with respect to documents  presented  which appear on their face to be in
substantial  compliance  with the terms of a Letter of Credit,  the Issuing Bank
may, in its sole discretion,  either accept and make payment upon such documents
without  responsibility for further  investigation,  regardless of any notice or
information  to the  contrary,  or refuse to accept and make  payment  upon such
documents if such documents are not in strict  compliance with the terms of such
Letter of Credit.

     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its
receipt  thereof,  examine all  documents  purporting  to represent a demand for
payment  under a Letter of Credit.  The Issuing Bank shall  promptly  notify the
Agent and the Borrower by telephone  (confirmed  by telecopy) of such demand for
payment and whether  the Issuing  Bank has made or will make an LC  Disbursement
thereunder;  provided  that any  failure to give or delay in giving  such notice
shall not relieve the Borrower of its  obligation  to reimburse the Issuing Bank
and the Lenders with respect to any such LC Disbursement.

     (h) Interim  Interest.  If the Issuing Bank shall make any LC Disbursement,
then,  unless the Borrower shall  reimburse such LC  Disbursement in full on the
date  such LC  Disbursement  is made,  the  unpaid  amount  thereof  shall  bear
interest,  for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower  reimburses  such LC Disbursement at
the rate per annum then applicable to ABR Loans;  provided that, if the Borrower
fails to reimburse  such LC  Disbursement  when due pursuant to paragraph (e) of
this Section,  then Section 2.13(c) shall apply.  Interest  accrued  pursuant to
this  paragraph  shall be for the  account  of the  Issuing  Bank,  except  that
interest  accrued on and after the date of payment  by any  Lender  pursuant  to
paragraph  (e) of this  Section to  reimburse  the Issuing Bank shall be for the
account of such Lender to the extent of such payment.

<PAGE>

     (i)  Replacement  of the Issuing Bank.  The Issuing Bank may be replaced at
any time by  written  agreement  among the  Borrower,  the Agent,  the  replaced
Issuing  Bank  and the  successor  Issuing  Bank;  provided,  however,  that the
opportunity to serve as the  replacement  Issuing Bank shall be offered first to
LaSalle Bank National Association (A) for as long as it shall be the only Lender
other than the bank which is the  Issuing  Bank being  replaced,  and (B) at any
other time as long as it holds a Revolving  Commitment of  $15,000,000  or more.
The Agent shall notify the Lenders of any such  replacement of the Issuing Bank.
At the time any such replacement shall become effective,  the Borrower shall pay
all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section  2.12(b).  From and after the effective date of any such replacement (i)
the  successor  Issuing  Bank shall have all the rights and  obligations  of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter,  and (ii)  references  herein to the term  "Issuing  Bank"  shall be
deemed to refer to such  successor or to any previous  Issuing  Bank, or to such
successor and all previous  Issuing Banks,  as the context shall require.  After
the  replacement of an Issuing Bank hereunder,  the replaced  Issuing Bank shall
remain a party hereto and shall continue to have all the rights and  obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit issued
by it prior to such  replacement,  but shall not be required to issue additional
Letters of Credit.

     (j) Cash  Collateralization.  Subject  to the  provision  of the  following
sentence,  the Borrower  shall,  on or before the Maturity  Date,  deposit in an
account  with the  Agent in the name of the  Agent  and for the  benefit  of the
Lenders, an amount in cash equal to 105% of the sum of (i) the aggregate undrawn
stated amount of any Standby  Letter of Credit  having an expiration  date later
than the Maturity  Date plus (ii) all amounts  theretofore  drawn under any such
Standby  Letter of Credit and not then  reimbursed  plus (iii) any  accrued  and
unpaid interest thereon.  If any Event of Default shall occur and be continuing,
on the  Business  Day that the  Borrower  receives  notice from the Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders
with LC Exposure  representing  greater  than  66-2/3% of the total LC Exposure)
demanding  the  deposit  of cash  collateral  pursuant  to this  paragraph,  the
Borrower shall deposit in such cash collateral  account, an amount in cash equal
to 105% of the LC Exposure as of such date plus any accrued and unpaid  interest
thereon;  provided  that the  obligation to deposit such cash  collateral  shall
become effective immediately,  and such deposit shall become immediately due and
payable,  without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower  described in clause (h) or (i) of
Section 7.01. Each such deposit shall be held by the Agent as collateral for the
payment and performance of the obligations of the Borrower under this Agreement.
The Agent shall have  exclusive  dominion and control,  including  the exclusive
right of withdrawal,  over such account.  Other than any interest  earned on the
investment of such deposits,  which  investments shall be made at the option and
sole  discretion  of the  Agent and at the  Borrower's  risk and  expense,  such
deposits  shall  not  bear  interest.  Interest  or  profits,  if  any,  on such
investments  shall  accumulate in such account.  Moneys in such account shall be
applied by the Agent to  reimburse  the Issuing  Bank for LC  Disbursements  for
which it has not been  reimbursed  and, to the extent not so  applied,  shall be
held for the satisfaction of the  reimbursement  obligations of the Borrower for
the LC  Exposure  at such  time  or,  if the  maturity  of the  Loans  has  been
accelerated (but subject to the consent of Lenders with LC Exposure representing
greater  than  66-2/3% of the total LC  Exposure),  be applied to satisfy  other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral  hereunder as a result of the occurrence of
an Event of Default,  such amount (to the extent not applied as aforesaid) shall
be returned  to the  Borrower  within  three  Business  Days after all Events of
Default have been cured or waived. It is expressly agreed that amounts deposited
into such  account  in  respect of a Standby  Letter of Credit  shall  remain on
deposit after the termination of this Agreement so long as such Letter of Credit
remains outstanding,  and to the extent that such funds have not been applied to
the Obligations,  shall be returned to the Borrower  following the expiration of
such  Letter of Credit or the  return  thereof,  in each case  without  the same
having been drawn.

<PAGE>

     (k) Any Letter of Credit which has been issued under the Existing Agreement
(including the Travelers  Letter of Credit) which remains  outstanding as of the
Effective  Date  shall be  deemed  to have  been  issued  as a Letter  of Credit
pursuant to this Agreement  except that no fronting fees (under Section 2.12(b))
shall be payable on account of such carried over Letters of Credit.

     SECTION 2.06.  Funding of Borrowings.  (a) Each Lender shall make each Loan
to be made by it  hereunder on the  proposed  date  thereof by wire  transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Agent  most  recently  designated  by it for such  purpose  by notice to the
Lenders.  The Agent will make such Loans  available  to the Borrower by promptly
crediting the amounts so received,  in like funds, to an account of the Borrower
maintained with the Agent in New York City and designated by the Borrower in the
applicable  Borrowing  Request;  provided  that ABR Loans  made to  finance  the
reimbursement  of an LC  Disbursement  as provided in Section  2.05(e)  shall be
remitted by the Agent to the Issuing Bank.

     (b) Unless the Agent shall have received  notice from a Lender prior to the
proposed date of any Borrowing  that such Lender will not make  available to the
Agent such  Lender's  share of such  Borrowing,  the Agent may assume  that such
Lender has made such share  available on such date in accordance  with paragraph
(a) of this Section and may, in reliance upon such assumption, make available to
the Borrower a corresponding  amount. In such event, if a Lender has not in fact
made its share of the  applicable  Borrowing  available  to the Agent,  then the
applicable Lender and the Borrower severally agree to pay to the Agent forthwith
on demand such corresponding amount with interest thereon, for each day from and
including  the  date  such  amount  is made  available  to the  Borrower  to but
excluding  the date of payment  to the Agent at (i) in the case of such  Lender,
the greater of the Federal  Funds  Effective  Rate and a rate  determined by the
Agent in accordance with banking  industry rules on interbank  compensation,  or
(ii) in the case of the Borrower,  the interest rate  applicable to the Loans so
funded by the Agent.  If such Lender  pays such  amount to the Agent,  then such
amount shall constitute such Lender's Loan included in such Borrowing.

     SECTION 2.07. Interest Elections.  (a) Each Borrowing initially shall be of
the Type  specified in the  applicable  Borrowing  Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request.  Thereafter, the Borrower may elect to convert such Borrowing
to a  different  Type  or to  continue  such  Borrowing  and,  in the  case of a
Eurodollar  Borrowing,  may elect Interest Periods therefor,  all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected  Borrowing,  in which case each such  portion  shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans  comprising  each such  portion  shall be  considered  a  separate
Borrowing.

     (b) To make an election pursuant to this Section, the Borrower shall notify
the Agent of such  election by  telephone  by the time that a Borrowing  Request
would be required under Section 2.03 if the Borrower were requesting a Borrowing
of the Type  resulting  from such election to be made on the  effective  date of
such  election.   Each  such  telephonic  Interest  Election  Request  shall  be
irrevocable and shall be confirmed  promptly by hand delivery or telecopy to the
Agent of a written Interest Election Request in a form approved by the Agent and
signed by the Borrower.

     (c) Each telephonic and written Interest Election Request shall specify the
following  information in compliance with Section 2.02 and paragraph (f) of this
Section:

<PAGE>

     (i) the Borrowing to which such Interest  Election  Request applies and, if
different options are being elected with respect to different  portions thereof,
the portions thereof to be allocated to each resulting  Borrowing (in which case
the  information to be specified  pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing);

     (ii) the  effective  date of the election  made  pursuant to such  Interest
Election Request which shall be a Business Day;

     (iii)  whether  the  resulting  Borrowing  is to be an ABR  Borrowing  or a
Eurodollar Borrowing; and

     (iv) if the  resulting  Borrowing is a Eurodollar  Borrowing,  the Interest
Period to be  applicable  thereto after giving  effect to such  election,  which
shall be a period contemplated by the definition of the term "Interest Period".

 If any such Interest Election Request requests a Eurodollar Borrowing but does
 not specify an Interest Period, then the Borrower shall be deemed to have
 selected an Interest Period of one month's duration.

     (d) Promptly  following receipt of an Interest Election Request,  the Agent
shall  advise  each  Lender,  in  writing,  of the  details  thereof and of such
Lender's portion of each resulting Borrowing.

     (e) If the Borrower  fails to deliver a timely  Interest  Election  Request
with respect to a Eurodollar  Borrowing  prior to the end of the Interest Period
applicable thereto,  then, unless such Borrowing is repaid as provided herein at
the end of such Interest  Period,  such  Borrowing  shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred  and is  continuing  and the Agent,  at the request of the Required
Lenders,  so  notifies  the  Borrower,  then,  so long as an Event of Default is
continuing  (i) no  outstanding  Borrowing may be converted to or continued as a
Eurodollar  Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted  to an ABR  Borrowing  at the end of the  Interest  Period  applicable
thereto.

     SECTION 2.08. Termination and Reduction of Revolving Commitments.

     (a) Unless previously terminated, the Revolving Commitments shall terminate
on the Maturity Date.

     (b) The  Borrower may at any time  terminate,  or from time to time reduce,
the Revolving  Commitments;  provided  that (i) each  reduction of the Revolving
Commitments  shall be in an amount that is an integral  multiple of $100,000 and
not less than  $1,000,000,  and (ii) the Borrower  shall not terminate or reduce
the Revolving  Commitments if, after giving effect to any concurrent  prepayment
of the Loans in accordance with Section 2.11, the sum of the Revolving Exposures
would exceed the total Revolving Commitments.

<PAGE>

     (c) The  Borrower  shall  notify the Agent of any  election to terminate or
reduce the Revolving  Commitments  under  paragraph (b) of this Section at least
three  Business  Days  prior  to the  effective  date  of  such  termination  or
reduction,  specifying  such election and the effective  date thereof.  Promptly
following receipt of any notice, the Agent shall advise the Lenders, in writing,
of the contents thereof.  Each notice delivered by the Borrower pursuant to this
Section  shall be  irrevocable;  provided  that a notice of  termination  of the
Revolving  Commitments  delivered  by the Borrower may state that such notice is
conditioned  upon the  effectiveness of other credit  facilities,  in which case
such notice may be revoked by the  Borrower  (by notice to the Agent on or prior
to the  specified  effective  date)  if such  condition  is not  satisfied.  Any
termination or reduction of the Revolving  Commitments shall be permanent.  Each
reduction of the Revolving  Commitments  shall be made ratably among the Lenders
in accordance with their respective Revolving Commitments.

     (d) The  Lenders,  at the option of the  Required  Lenders,  shall have the
right upon notice to the  Borrower,  to  permanently  reduce (or  terminate,  if
applicable)  the  Revolving  Commitments  by an  amount  equal  to each  payment
required  to be made to the  Agent  on  account  of any  Permitted  Asset  Sale;
provided that such notice of such  reduction  shall be made within five Business
Days after the Agent has been notified of the receipt of a payment on account of
such a sale,  during  which  period  the  Borrower  may not  borrow or cause the
issuance of any Letter of Credit  hereunder  if such  borrowing or new Letter of
Credit would cause the total  Revolving  Exposures to exceed the total amount to
which the Revolving  Commitments may be reduced  pursuant to this paragraph (d).
Notwithstanding the foregoing,  the Revolving  Commitments may not be reduced so
as to cause the total LC  Exposures  to exceed  the  resulting  total  Revolving
Commitments.

     SECTION 2.09. Repayment of Loans, Evidence of Debt. (a) The Borrower hereby
unconditionally  promises to pay to the Agent for the account of each Lender (i)
the then unpaid  principal  amount of each Loan of such Lender,  on the Maturity
Date,  and (ii) the amount of Net  Proceeds  required to be paid on account of a
Permitted Asset Sale, as and when required hereunder.

     (b) Each Lender shall  maintain in  accordance  with its usual  practice an
account or accounts  evidencing the  Indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

     (c) The Agent  shall  maintain  accounts  in which it shall  record (i) the
amount of each Loan made  hereunder,  the Type thereof and the  Interest  Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable  from the  Borrower to each  Lender  hereunder  and
(iii) the amount of any sum received by the Agent  hereunder  for the account of
the Lenders and each Lender's share thereof.

     (d) The entries made in the accounts  maintained  pursuant to paragraph (b)
or (c) of this  Section  shall be prima  facie  evidence  of the  existence  and
amounts of the obligations  recorded  therein;  provided that the failure of any
Lender or the Agent to maintain  such accounts or any error therein shall not in
any  manner  affect  the  obligation  of the  Borrower  to  repay  the  Loans in
accordance with the terms of this Agreement.

<PAGE>


     (e) Any Lender may  request  that Loans made by it be  evidenced  by a grid
promissory  note (in the form of Exhibit D hereto).  In such event the  Borrower
shall prepare,  execute and deliver to such Lender such  promissory note payable
to the order of such Lender (or, if requested by such Lender, to such Lender and
its registered assigns). Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment  pursuant to
Section 9.04) be represented by one or more grid  promissory  notes in such form
payable to the order of the payee named therein (or, if such  promissory note is
a registered note, to such payee and its registered assigns).

     SECTION 2.10. [This Section has been intentionally omitted.]

     SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at
any time and from  time to time to  prepay  any  Borrowing  in whole or in part,
subject to the requirements of this Section.

     (b) In the event and on each occasion that Net Proceeds in the form or cash
or  cash  equivalents  are  received  by or on  behalf  of the  Borrower  or any
Subsidiary  (with respect to a Permitted  Asset Sale),  the Borrower  shall make
payment to the Agent of the amount(s),  required in order for the transaction in
question to comply with the  definition  of a "Permitted  Asset Sale" in Section
1.01,  as and  when  such  payments  are  required  in order  to  maintain  such
compliance.

     (c) Prior to any optional or mandatory prepayment of Borrowings  hereunder,
the Borrower  shall select the  Borrowing or  Borrowings to be prepaid and shall
specify such  selection in the notice of such  prepayment  pursuant to paragraph
(d) of this  Section;  provided  that each  prepayment  of  Borrowings  shall be
applied to prepay ABR Borrowings before any other Borrowings.

     (d) The  Borrower  shall  notify  the  Agent  by  telephone  (confirmed  by
telecopy)  of any  prepayment  hereunder  (i) in the  case  of  prepayment  of a
Eurodollar  Borrowing,  not later than  11:00  a.m.,  New York City time,  three
Business Days before the date of prepayment or (ii) in the case of prepayment of
an ABR  Borrowing,  not later than 11:00 a.m.,  New York City time, one Business
Day before the date of  prepayment.  Each such notice shall be  irrevocable  and
shall specify the  prepayment  date,  the principal  amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of optional prepayment
is given in connection with a conditional notice of termination of the Revolving
Commitments as  contemplated by Section 2.08, then such notice of prepayment may
be revoked if such notice of termination  is revoked in accordance  with Section
2.08.  Promptly following receipt of any such notice, the Agent shall advise the
Lenders,  in writing,  of the contents thereof.  Each partial  prepayment of any
Borrowing  shall be in the  minimum  amount  of  $500,000  and  (thereafter)  in
$100,000  increments thereof (or such other amount as may be needed to satisfy a
mandatory  repayment  requirement  under Section  2.11(b).  Each prepayment of a
Borrowing  shall  be  applied  ratably  to the  Loans  included  in the  prepaid
Borrowing.  Prepayments  shall be accompanied by accrued  interest to the extent
required by Section 2.13.

<PAGE>

     SECTION 2.12.  Fees. (a) In addition to any "up front"  commitment fee paid
on the Effective  Date, the Borrower  agrees to pay to the Agent for the account
of each Lender a commitment fee (the  "Commitment  Fee"),  which shall accrue at
the  Applicable  Rate  on the  average  daily  unused  amount  of the  Revolving
Commitment  of such Lender  during the period from and  including  the Effective
Date to but  excluding  the date on which such  Commitment  terminates.  Accrued
Commitment  Fees shall be  payable  in  arrears on the last day of May,  August,
November  and  February  of each  year and on the date on  which  the  Revolving
Commitments terminate, commencing on the first such date to occur after the date
hereof. All Commitment Fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed  (including the first
day but excluding the last day).  For purposes of computing  Commitment  Fees, a
Revolving Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Loans and LC Exposure of such Lender.

     (b) The  Borrower  agrees to pay (i) to the Agent for the  account  of each
Revolving Lender (on the basis of its Applicable Percentage) a participation fee
with  respect  to its  participations  in  Letters  of  Credit,  which  shall be
calculated  at the rate of .25% of the  full  amount  of each  draw  under  each
Documentary  Letter of Credit,  and shall  accrue at a per annum rate of .75% of
the face  amount of each  Standby  Letter of Credit,  during the period from and
including  the  Effective  Date to but  excluding the later of the date on which
such Lender's Revolving Commitment  terminates and the date on which such Lender
ceases to have any LC  Exposure,  and (ii) to the  Issuing  Bank a fronting  fee
which shall be calculated and payable as set forth in a separate  letter of even
date herewith. In addition to the fees in the nature of those referred to in the
preceding sentence (without duplication), the Borrower agrees to pay the Issuing
Bank's  standard  fees  with  respect  to the  issuance,  amendment  renewal  or
extension  of any  Letter  of  Credit  or  processing  of  drawings  thereunder.
Participation  fees and fronting fees accrued through and including the last day
of May, August, November and February of each year shall be payable on the third
Business Day following such last day, commencing on the first such date to occur
after the  Effective  Date;  provided that all such fees shall be payable on the
date on which the  Revolving  Commitments  terminate  and any such fees accruing
after the date on which the Revolving  Commitments terminate shall be payable on
demand.  Any other fees payable to the Issuing Bank  pursuant to this  paragraph
shall be  payable  within  10 days  after  demand.  All  participation  fees and
fronting  fees shall be computed on the basis of a year of 360 days and shall be
payable  for the  actual  number of days  elapsed  (including  the first day but
excluding the last day).

     (c) The  Borrower  agrees to pay to the Agent,  for its own  account,  fees
payable in the  amounts  and at the times  separately  agreed  upon  between the
Borrower and the Agent.

     (d)  All  fees  payable  hereunder  shall  be  paid on the  dates  due,  in
immediately  available  funds, to the Agent (or to the Issuing Bank, in the case
of fees  payable to it) for  distribution,  in the case of  Commitment  Fees and
participation  fees,  to the Lenders  entitled  thereto.  Fees paid shall not be
refundable under any circumstances, absent arithmetic error.

     SECTION 2.13.  Interest.  (a) The Loans comprising each ABR Borrowing shall
bear interest at the Alternate Base Rate plus the Applicable Rate.

     (b) The Loans  comprising each Eurodollar  Borrowing shall bear interest at
the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Rate.

     (c) Notwithstanding  the foregoing,  if any principal of or interest on any
Loan or any fee or other amount  payable by the  Borrower  hereunder is not paid
when due,  whether at stated  maturity,  upon  acceleration  or otherwise,  such
overdue amount shall bear interest,  after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise  applicable to such Loan as provided in the preceding  paragraphs
of this  Section  or (ii) in the  case of any  other  amount,  2% plus  the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

<PAGE>

     (d)  Accrued  interest  on each Loan  shall be  payable  in arrears on each
Interest  Payment  Date for such  Loan and  upon  termination  of the  Revolving
Commitments;  provided  that (i) interest  accrued  pursuant to paragraph (c) of
this Section  shall be payable on demand,  (ii) in the event of any repayment or
prepayment  of any Loan (other than a prepayment of an ABR Loan prior to the end
of the Revolving Availability Period),  accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such  repayment or prepayment,
and (iii) in the event of any conversion of any Eurodollar Loan prior to the end
of the current Interest Period therefor,  accrued interest on such Loan shall be
payable on the effective date of such conversion.

     (e) All interest  hereunder shall be computed on the basis of a year of 360
days,  except that interest  computed by reference to the Alternate Base Rate at
times when the Alternate  Base Rate is based on the Prime Rate shall be computed
on the  basis of a year of 365 days  (or 366 days in a leap  year),  and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable  Alternate Base Rate or Adjusted
LIB0 Rate shall be  determined  by the Agent,  and such  determination  shall be
conclusive absent manifest error.

     SECTION 2.14.  Alternate Rate of Interest.  If prior to the commencement of
any Interest Period for a Eurodollar Borrowing:

     (a) the Agent determines  (which  determination  shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period;

     (b) the Agent is advised by the Required  Lenders  that the  Adjusted  LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to
such Lenders of making or maintaining their Loans included in such Borrowing for
such  Interest  Period,  to a degree which such Lenders  have  determined  to be
material; or

     (c) the Agent determines  (which  determination  shall be conclusive absent
manifest  error) that it would be illegal to conduct a  Eurodollar  Borrowing at
the time in question;

 then the Agent shall give notice thereof to the Borrower and the Lenders by
 telephone or telecopy as promptly as practicable thereafter and, until the
 Agent notifies the Borrower and the Lenders that the circumstances giving rise
 to such notice no longer exist, (i) any Interest Election Request that requests
 the conversion of any Borrowing to, or continuation of any Borrowing as a
 Eurodollar Borrowing, shall be ineffective, and (ii) if any Borrowing Request
 requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
 Borrowing.

     SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

     (i) impose,  modify or deem  applicable  any  reserve,  special  deposit or
similar  requirement  against assets of, deposits with or for the account of, or
credit extended by, any Lender (except any such reserve requirement reflected in
the Adjusted LIBO Rate) or the Issuing Bank; or

     (ii)  impose on any  Lender or the  Issuing  Bank or the  London  interbank
market any other condition  affecting this Agreement or Eurodollar Loans made by
such Lender or any Letter of Credit or participation therein;

<PAGE>


and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or  maintaining  any  Eurodollar  Loan (or of  maintaining  its
obligation to make any such Loan), or to increase the cost to such Lender or the
Issuing Bank of  participating  in, issuing or maintaining any Letter of Credit,
or to reduce the amount of any sum received or  receivable by such Lender or the
Issuing Bank hereunder (whether of principal,  interest or otherwise),  then the
Borrower  will pay to such Lender or the Issuing  Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

     (b) If any Lender or the  Issuing  Bank  determines  that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such  Lender's or the Issuing  Bank's  capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's  holding  company  could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's  holding  company with respect to capital
adequacy),  then from time to time the  Borrower  will pay to such Lender or the
Issuing  Bank,  as the case may be,  such  additional  amount or amounts as will
compensate  such  Lender or the  Issuing  Bank or such  Lender's  or the Issuing
Bank's holding company for any such reduction suffered.

     (c) A certificate  of a Lender or the Issuing Bank setting forth the amount
or amounts  necessary  to  compensate  such  Lender or the  Issuing  Bank or its
holding  company,  as the case may be, as specified  in paragraph  (a) or (b) of
this Section shall be delivered to the Borrower and shall be  conclusive  absent
manifest  error.  The Borrower shall pay such Lender or the Issuing Bank, as the
case may be,  the  amount  shown as due on any such  certificate  within 10 days
after receipt thereof

     (d)  Failure  or delay on the part of any  Lender  or the  Issuing  Bank to
demand  compensation  pursuant to this Section shall not  constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation;  provided
that the  Borrower  shall not be required to  compensate a Lender or the Issuing
Bank  pursuant to this Section for any increased  costs or  reductions  incurred
more than 270 days prior to the date that such  Lender or the Issuing  Bank,  as
the case may be,  notifies the Borrower of the Change in Law giving rise to such
increased  costs  or  reductions  and of such  Lender's  or the  Issuing  Bank's
intention to claim compensation  therefor;  provided further that, if the Change
in Law giving rise to such increased  costs or reductions is  retroactive,  then
the 270-day period  referred to above shall be extended to include the period of
retroactive effect thereof.

<PAGE>


     SECTION 2.16.  Break Funding  Payments.  In the event of (a) the payment of
any principal of any  Eurodollar  Loan other than on the last day of an Interest
Period applicable  thereto  (including as a result of an Event of Default),  (b)
the  Borrower's  election  to convert a Borrowing  or continue a Borrowing  as a
Eurodollar  Borrowing which results in the Interest  Period therefor  commencing
before  and  ending  after a date on which any  principal  of the Loans is to be
repaid and the payment of such principal  during such Interest  Period,  (c) the
conversion  of any  Eurodollar  Loan other than on the last day of the  Interest
Period  applicable  thereto,  (d) the  failure to borrow,  convert,  continue or
prepay any Loan on the date specified in any notice  delivered  pursuant  hereto
(regardless  of whether such notice may be revoked under Section  2.11(d) and is
revoked in accordance  therewith),  or (e) the assignment of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower  pursuant to Section 2.19, then, in any such event,
the  Borrower  shall  compensate  each  Lender  for the loss,  cost and  expense
attributable  to such event (and in the case of clause (b) above,  the  Borrower
will make such compensation on the applicable  principal repayment date). In the
case of a  Eurodollar  Loan,  such loss,  cost or expense to any Lender shall be
deemed to include an amount  determined by such Lender to be the excess, if any,
of (i) the amount of interest  which would have accrued on the principal  amount
of such Loan had such event not  occurred,  at the Adjusted LIBO Rate that would
have been applicable to such Loan, for the period from the date of such event to
the last day of the then current  Interest Period therefor (or, in the case of a
failure to borrow,  convert or continue, for the period that would have been the
Interest  Period for such Loan),  over (ii) the amount of  interest  which would
accrue on such principal  amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period,  for dollar
deposits of a  comparable  amount and period from other banks in the  Eurodollar
market.  A  certificate  of any Lender  setting forth any amount or amounts that
such Lender is entitled to receive  pursuant to this Section  shall be delivered
to the Borrower and shall be  conclusive  absent  manifest  error.  The Borrower
shall pay such Lender the amount shown as due on any such certificate  within 10
days after receipt thereof

     SECT10N  2.17.  Taxes.  (a) Any and all  payments  by or on  account of any
obligation of the Borrower  hereunder or under any other Loan Document  shall be
made free and clear of and without  deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other  Taxes  from such  payments,  then (i) the sum  payable  shall be
increased as necessary so that after making all required  deductions  (including
deductions  applicable to additional sums payable under this Section) the Agent,
Lender or Issuing  Bank (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions,  and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

     (b) In  addition,  the  Borrower  shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c) The Borrower  shall  indemnify  the Agent,  each Lender and the Issuing
Bank,  within 10 days after written demand therefor,  for the full amount of any
Indemnified  Taxes or Other Taxes paid by the Agent,  such Lender or the Issuing
Bank,  as the case may be, on or with respect to any payment by or on account of
any  obligation  of the  Borrower  hereunder  or under any other  Loan  Document
(including   Indemnified  Taxes  or  Other  Taxes  imposed  or  asserted  on  or
attributable to amounts payable under this Section) and any penalties,  interest
and reasonable  expenses arising  therefrom or with respect thereto,  whether or
not such  Indemnified  Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental  Authority. A certificate as to the amount
of such  payment  or  liability  delivered  to the  Borrower  by a Lender or the
Issuing  Bank, or by the Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.

<PAGE>

     (d) As soon as practicable  after any payment of Indemnified Taxes or Other
Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to
the  Agent  the  original  or a  certified  copy  of a  receipt  issued  by such
Governmental  Authority  evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment  reasonably  satisfactory  to the
Agent.

     (e) Any Foreign  Lender that is entitled to an exemption  from or reduction
of withholding  tax under the law of the  jurisdiction  in which the Borrower is
located,  or any treaty to which such  jurisdiction is a party,  with respect to
payments under this Agreement  shall deliver to the Borrower (with a copy to the
Agent),  at the  time or times  prescribed  by  applicable  law,  such  properly
completed and executed documentation  prescribed by applicable law or reasonably
requested  by the  Borrower  as will permit  such  payments  to be made  without
withholding or at a reduced rate.

     SECTION 2.18. Payments Generally;  Pro Rata Treatment,  Sharing of Setoffs.
(a) The Borrower shall make each payment  required to be made by it hereunder or
under  any  other  Loan  Document  (whether  of  principal,  interest,  fees  or
reimbursement  of LC  Disbursements,  or of amounts  payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date
when due, in immediately  available funds, without set-off or counterclaim.  Any
amounts  received  after  such time on any date may,  in the  discretion  of the
Agent, be deemed to have been received on the next  succeeding  Business Day for
purposes of calculating interest thereon. All such payments shall be made to the
Agent at its offices at 4 MetroTech  Center,  Brooklyn,  New York 11245,  except
payments to be made directly to the Issuing Bank as expressly  provided  herein,
and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be
made directly to the Persons entitled  thereto,  and payments  pursuant to other
Loan Documents shall be made to the Persons specified  therein.  The Agent shall
distribute any such payments  received by it for the account of any other Person
to the appropriate  recipient promptly following receipt thereof. If any payment
under any Loan  Document  shall be due on a day that is not a Business  Day, the
date for payment shall be extended to the next succeeding  Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such  extension.  All payments  under each Loan Document  shall be
made in dollars.

     (b) If at any time insufficient  funds are received by and available to the
Agent to pay fully all  amounts of  principal,  unreimbursed  LC  Disbursements,
interest  and fees then due  hereunder,  such funds  shall be applied  (i) first
towards  payment of  interest  and fees then due  hereunder,  ratably  among the
parties  entitled  thereto in  accordance  with the amounts of interest and fees
then due to such  parties,  and (ii) second,  towards  payment of principal  and
unreimbursed  LC  Disbursements  then due  hereunder,  ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

<PAGE>

     (c) If any Lender shall, by exercising any right of set-off or counterclaim
or otherwise,  obtain  payment in respect of any principal of or interest on any
of its Loans, or  participations  in LC  Disbursements  resulting in such Lender
receiving  payment of a greater  proportion of the aggregate amount of its Loans
and  participations  in LC  Disbursements  and accrued interest thereon than the
proportion  received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value)  participations  in the Loans
and  participations in LC Disbursements of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders  ratably
in accordance with the aggregate  amount of principal of and accrued interest on
their respective Loans and participations in LC Disbursements; provided that (i)
if any such  participations  are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery,  without  interest,  and
(ii) the  provisions  of this  paragraph  shall not be construed to apply to any
payment  made by the  Borrower  pursuant to and in  accordance  with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the  assignment  of  or  sale  of  a  participation  in  any  of  its  Loans  or
participations  in LC Disbursements to any assignee or participant other than to
the Borrower or any Subsidiary or Affiliate  thereof (as to which the provisions
of this  paragraph  shall  apply).  The Borrower  consents to the  foregoing and
agrees,  to the extent it may  effectively do so under  applicable law, that any
Lender  acquiring a  participation  pursuant to the foregoing  arrangements  may
exercise against the Borrower rights of set-off and counterclaim with respect to
such  participation  as fully as if such  Lender  were a direct  creditor of the
Borrower in the amount of such participation.

     (d) Unless the Agent shall have received  notice from the Borrower prior to
the date on which any payment is due to the Agent for the account of the Lenders
or the Issuing Bank hereunder that the Borrower will not make such payment,  the
Agent  may  assume  that the  Borrower  has made  such  payment  on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or the Issuing  Bank, as the case may be, the amount due. In such event,
if the Borrower has not in fact made such  payment,  then each of the Lenders or
the Issuing  Bank,  as the case may be,  severally  agrees to repay to the Agent
forthwith  on demand the amount so  distributed  to such Lender or Issuing  Bank
with interest  thereon,  for each day from and including the date such amount is
distributed  to it to but  excluding  the date of  payment  to the  Agent at the
greater of the Federal Funds  Effective Rate and a rate  determined by the Agent
in accordance with banking industry rules on interbank compensation.

     (e) If any Lender shall fail to make any payment  required to be made by it
pursuant to Section 2.05(d) or (e), 2.06(b),  2.18(d) or 9.03(c), then the Agent
may, its discretion  (notwithstanding any contrary provision hereof),  apply any
amounts  thereafter  received  by the Agent for the  account  of such  Lender to
satisfy such Lender's obligations under such Sections until all such unsatisfied
obligations are fully paid.

     SECTION 2.19.  Mitigation  Obligations,  Replacement of Lenders. (a) If any
Lender requests  compensation under Section 2.15, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender  pursuant  to Section  2.17,  then such  Lender  shall use
reasonable  efforts to  designate  a  different  lending  office for  funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its  offices,  branches or  affiliates,  if, in the  judgment of such
Lender,  such  designation or assignment  (i) would  eliminate or reduce amounts
payable pursuant to Section 2.15 or 2.17, as the case may be, in the future, and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be  disadvantageous  to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses  incurred by any Lender in connection with
any such designation or assignment.

<PAGE>

     (b) If any Lender  requests  compensation  under  Section  2.15,  or if the
Borrower  is  required  to  pay  any  additional  amount  to any  Lender  or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.17,
or if any Lender  defaults in its obligation to fund Loans  hereunder,  then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Agent  require  such  Lender  to  assign  and  delegate,  without  recourse  (in
accordance with and subject to the restrictions  contained in Section 9.04), all
its interests,  rights and obligations  under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the
prior  written  consent of the Agent (and,  if a Revolving  Commitment  is being
assigned,  the Issuing Bank),  which consent shall not unreasonably be withheld,
(ii)  such  Lender  shall  have  received  payment  of an  amount  equal  to the
outstanding  principal  of its Loans  and  participations  in LC  Disbursements,
accrued  interest  thereon,  accrued  fees and all other  amounts  payable to it
hereunder,  from the assignee (to the extent of such  outstanding  principal and
accrued  interest and fees) or the Borrower (in the case of all other  amounts),
and  (iii)  in the  case of any  such  assignment  resulting  from a  claim  for
compensation  under  Section  2.15 or payments  required to be made  pursuant to
Section 2.17, such assignment will result in a reduction in such compensation or
payments.  A Lender  shall  not be  required  to make any  such  assignment  and
delegation  if,  prior  thereto,  as a result  of a  waiver  by such  Lender  or
otherwise,  the circumstances  entitling the Borrower to require such assignment
and delegation cease to apply.



                                   ARTICLE III

                         Representations and Warranties

     The Borrower represents and warrants to the Lenders that:

     SECTION  3.01.   Organization;   Powers.  Each  of  the  Borrower  and  its
Subsidiaries is duly organized,  validly existing and in good standing under the
laws of the  jurisdiction  of its  organization,  has all  requisite  power  and
authority  to carry on its  business  as now  conducted  and,  except  where the
failure to do so,  individually  or in the  aggregate,  could not  reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good  standing  in, every  jurisdiction  where such  qualification  is
required.

     SECTION 3.02. Authorization,  Enforceability. The Financing Transactions to
be  entered  into  by the  Borrower  and  Topps  Enterprises  are  within  their
respective  corporate  powers  and have been duly  authorized  by all  necessary
corporate  and, if required,  stockholder  action.  This Agreement has been duly
executed and delivered by the Borrower and Topps  Enterprises  and  constitutes,
and each other Loan  Document  to which the  Borrower or Topps  Enterprises  (as
applicable)  is to be a party,  when  executed and  delivered by the Borrower or
Topps  Enterprises (as applicable) will constitute,  a legal,  valid and binding
obligation of the Borrower or Topps Enterprises (as applicable),  enforceable in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other laws affecting  creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

<PAGE>


     SECTION  3.03.  Governmental   Approvals,   No  Conflicts.   The  Financing
Transactions  (a) do not require any consent or  approval  of,  registration  or
filing with, or any other action by, any Governmental Authority,  except such as
have  been  obtained  or made and are in full  force  and  effect,  (b) will not
violate  any  applicable  law or  regulation  or the  charter,  bylaws  or other
organizational documents of the Borrower or any of its Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or any of
its  Subsidiaries or its assets,  or give rise to a right  thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries,  and (d) will
not  result  in the  creation  or  imposition  of any  Lien on any  asset of the
Borrower or any of its Subsidiaries.

     SECTION 3.04.  Financial  Condition;  No Material  Adverse Change.  (a) The
Borrower  has  heretofore   furnished  to  the  Lenders  its   consolidated  and
consolidating  balance sheet and statements of income,  stockholders  equity and
cash flows (i) as of and for the fiscal year ended February 27, 1999, (A) in the
case of the consolidated  financials,  reported on by Deloitte & Touche, L.L.P.,
independent  public  accountants,  and  (B) in  the  case  of the  consolidating
financials,  certified by the Borrower's chief financial officer, and (ii) as of
and for the  fiscal  quarter  ended  November  27,  1999  (A) in the case of the
consolidated  financials,  reviewed  by Deloitte & Touche,  L.L.P.,  independent
public accountants,  and (B) in the case of consolidating financials,  certified
by the Borrower's chief financial  officer.  Such financial  statements  present
fairly,  in all  material  respects,  the  financial  position  and  results  of
operations and cash flows of the Borrower and its  consolidated  Subsidiaries as
of such dates and for such periods in accordance with GAAP.

     (b) Except as disclosed in the  financial  statements  referred to above or
the notes thereto and except for the Disclosed  Matters,  after giving effect to
the Financing Transactions,  none of the Borrower or its Subsidiaries has, as of
the Effective Date, any Material  Indebtedness  (except as set forth on Schedule
3.04) or contingent  liabilities,  unusual  long-term  commitments or unrealized
losses.

     (c) Since  November 27, 1999 there has been no material  adverse  change in
the  business,  assets,  operations,   prospects  or  condition,   financial  or
otherwise, of the Borrower and its Subsidiaries, taken as a whole.

     SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries has
good  title to,  or valid  leasehold  interests  in,  all the real and  personal
property material to its business,  subject to no transfer restrictions or Liens
of any kind (other than as set forth on Schedule 6.02), except for minor defects
in title that do not  interfere  with its  ability to conduct  its  business  as
currently conducted or to utilize such properties for their intended purposes.

     (b) Each of the Borrower and its Subsidiaries  owns, or is licensed to use,
all trademarks,  tradenames, copyrights, patents and other intellectual property
material  to its  business,  and  the  use  thereof  by  the  Borrower  and  its
Subsidiaries  does not infringe upon the rights of any other Person,  except for
any  such  infringements  that,  individually  or in the  aggregate,  could  not
reasonably be expected to result in a Material Adverse Effect.

<PAGE>

     (c)  Schedule  3.05 sets forth the  address of each real  property  that is
owned or leased by the Borrower or any of its  Subsidiaries  as of the Effective
Date after giving effect to the Financing Transactions.

     (d)  Neither the  Borrower  nor any of its  Subsidiaries  is a party to any
contract,  agreement,  lease or instrument,  the  performance  of which,  either
unconditionally or upon the happening of an event, will result in or require the
creation  of a Lien  on any  assets  of the  Borrower  or its  Subsidiaries,  or
otherwise  result in a violation  of this  Agreement,  other than Liens  arising
under documentation with respect to Documentary Letters of Credit.

     SECTION  3.06.  Litigation  and  Environmental  Matters.  (a)  There are no
actions,  suits or  proceedings  by or before  any  arbitrator  or  Governmental
Authority  pending  against or, to the  knowledge  of the  Borrower,  threatened
against or  affecting  the Borrower or any of its  Subsidiaries  (i) as to which
there  is a  reasonable  likelihood  of an  adverse  determination  and  that if
adversely  determined,  could  reasonably  be expected,  individually  or in the
aggregate,  to result in a Material  Adverse  Effect  (other than the  Disclosed
Matters),  or (ii)  that  involve  any of the Loan  Documents  or the  Financing
Transactions.

     (b) Except for the  Disclosed  Matters and except with respect to any other
matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material  Adverse  Effect,  neither the  Borrower  nor any of its
Subsidiaries (i) has failed to comply with any  Environmental  Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental  Liability or
(iv) knows of any basis for any Environmental Liability.

     (c)  Since  the date of this  Agreement,  there  has been no  change in the
status of the Disclosed  Matters that,  individually  or in the  aggregate,  has
resulted in, or  materially  increased  the  likelihood  of, a Material  Adverse
Effect.

     SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and
its  Subsidiaries is in compliance with all laws,  regulations and orders of any
Governmental  Authority  applicable  to it or its property  and all  indentures,
agreements and other instruments  binding upon it or its property,  except where
the failure to do so, individually or in the aggregate,  could not reasonably be
expected to result in a Material  Adverse  Effect.  Neither the Borrower nor any
Subsidiary  is (a) a party to any  judgment,  order,  decree or any agreement or
instrument or subject to restrictions which could reasonably be likely to have a
Material  Adverse  Effect or to materially  adversely  affect the ability of the
Borrower  to observe  the  covenants  and  agreements  contained  herein or with
respect  to  any  other  Indebtedness,  or (b) in  default  in the  performance,
observance or  fulfillment  of any of the  obligations,  covenants or conditions
contained in any agreement or  instrument to which it is a party,  which default
has, or if not remedied within any applicable  grace period could  reasonably be
likely to have, a Material Adverse Effect or to materially  adversely affect the
ability of the  Borrower  or Topps  Enterprises  to observe  the  covenants  and
agreements contained herein or any other Loan Document.

<PAGE>

     SECTION 3.08.  Investment and Holding Company Status.  Neither the Borrower
nor any of its  Subsidiaries  is (a) an  "investment  company" or an "affiliated
Person"  of, or  "promoter"  or  "principal  underwriter"  for,  an  "investment
company," as defined in, or subject to regulation under, the Investment  Company
Act of 1940, or (b) a "holding  company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

     SECTION 3.09.  Taxes.  Each of the Borrower and its Subsidiaries has timely
filed or caused to be filed all tax returns  and  reports  required to have been
filed and has paid or caused to be paid all Taxes  required to have been paid by
it,  except (a) Taxes  that are being  contested  in good  faith by  appropriate
proceedings and for which the Borrower or such  Subsidiary,  as applicable,  has
set aside on its books adequate  reserve,  or (b) to the extent that the failure
to do so could not  reasonably  be  expected  to result  in a  Material  Adverse
Effect.  Each of the Borrower  and its  Subsidiaries  has paid,  or has provided
adequate  reserves for the payment of, all material  Federal,  state and foreign
income taxes  applicable  for all prior fiscal years and for the current  fiscal
year to the date hereof.

     SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably  expected
to occur that,  when taken  together  with all other such ERISA Events for which
liability  is  reasonably  expected to occur,  could  reasonably  be expected to
result in a  Material  Adverse  Effect.  The  present  value of all  accumulated
benefit  obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial  Accounting  Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts,  exceed by more
than  $3,000,000  the fair  market  value of the  assets of such  Plan,  and the
present value of all accumulated  benefit  obligations of all underfunded  Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards  No.  87)  did  not,  as of the  date  of the  most  recent  financial
statements  reflecting  such amounts,  exceed by more than  $3,000,000  the fair
market value of the assets of all such underfunded Plans.

     SECTION  3.11.  Disclosure.  The Borrower has  disclosed to the Lenders all
agreements,  instruments  and  corporate  or other  restrictions  to  which  the
Borrower or any of its  Subsidiaries is subject,  and all other matters known to
any of  them,  that,  individually  or in the  aggregate,  could  reasonably  be
expected to result in a Material Adverse Effect. None of the reports,  financial
statements,  certificates or other information  furnished by or on behalf of the
Borrower to the Agent or any Lender in connection  with the  negotiation of this
Agreement or any other Loan Document,  or delivered  hereunder or thereunder (as
modified  or  supplemented  by other  information  so  furnished)  contains  any
material  misstatement  of fact or omits to state any material fact necessary to
make the statements  therein, in the light of the circumstances under which they
were made,  not  misleading;  provided that with respect to projected  financial
information,  the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

<PAGE>


     SECTION 3.12.  Subsidiaries and Affiliates.  Schedule 3.12 sets forth as of
the Effective  Date the name of, and the ownership  interest of the Borrower in,
each Subsidiary and each Affiliate of the Borrower.  The  outstanding  shares or
other equity interests of each such Subsidiary and each Affiliate have been duly
authorized  and  validly  issued and are fully paid and  nonassessable;  and the
Borrower and each such Subsidiary owns beneficially and of record all the shares
and other  interests it is listed as owning in Schedule 3.12,  free and clear of
any Lien.  Schedule  3.12 also sets  forth as of the  Effective  Date a complete
description  of  all  Intercompany  Notes  and  Intercompany  Debt  held  by the
Borrower. The Borrower owns beneficially and legally all such Intercompany Notes
and Intercompany Debt, free and clear of any Lien.

     SECTION 3.13.  Insurance.  Schedule  3.13 sets forth a  description  of all
insurance  maintained by or on behalf of the Borrower and its Subsidiaries as of
the Effective  Date. As of the Effective  Date,  all premiums in respect of such
insurance have been paid.

     SECTION  3.14.  Labor  Matters.  As of the Effective  Date,  except for the
Disclosed  Matters,  none of the employees of the Borrower or any  Subsidiary is
subject  to any  collective  bargaining  agreement  and  there  are no  strikes,
lockouts or slowdowns against the Borrower or any Subsidiary  pending or, to the
knowledge of the  Borrower,  threatened,  that are  reasonably  likely to have a
Material  Adverse Effect.  The hours worked by and payments made to employees of
the Borrower  and the  Subsidiaries  have not been in material  violation of the
Fair  Labor  Standards  Act or any other  applicable  Federal,  state,  local or
foreign  law  dealing  with  such  matters  except to the  extent  that any such
violation  could not  reasonably  be  expected  to result in a Material  Adverse
Effect.  All payments due from the Borrower or any Subsidiary,  or for which any
claim may be made  against the Borrower or any  Subsidiary,  on account of wages
and employee health and welfare insurance and other benefits,  have been paid or
accrued as a  liability  on the books of the  Borrower or such  Subsidiary.  The
consummation  of the Financing  Transactions  will not give rise to any right of
termination  or  right  of  renegotiation  on the part of any  union  under  any
collective bargaining agreement to which the Borrower or any Subsidiary is bound
that is reasonably likely to have a Material Adverse Effect.

     SECTION 3.15. Solvency. Immediately after the consummation of the Financing
Transactions to occur on the Effective Date and immediately following the making
of any  Loan  made  on the  Effective  Date,  and  after  giving  effect  to the
application of the proceeds of such Loans,  (a) the fair value of the respective
assets  of  the  Borrower  at a  fair  valuation,  will  exceed  its  debts  and
liabilities,  subordinated,  contingent  or  otherwise;  (b)  the  present  fair
saleable value of the  respective  property of the Borrower will be greater than
the amount that will be required to pay the probable  liability of its debts and
other  liabilities,  subordinated,  contingent or  otherwise,  as such debts and
other liabilities become absolute and matured;  (c) the Borrower will be able to
pay its debts and liabilities,  subordinated,  contingent or otherwise,  as such
debts and liabilities become absolute and matured; and (d) the Borrower will not
have  unreasonably  small capital with which to conduct the business in which it
is engaged as such  business is now  conducted  and is proposed to be  conducted
following the Effective Date.

     SECTION 3.16. No Default.  As of the date hereof,  there does not exist any
Default or Event of Default hereunder.

     SECTION 3.17. Place of Business. As of the date hereof, the Borrower has no
office, mailing address or other place of business in the United Kingdom.

<PAGE>

     SECTION 3.18.  Year 2000. Any  reprogramming  required to permit the proper
functioning,  in and  following  the year  2000 of (i) the  Borrower's  computer
systems and (ii) equipment containing embedded microchips (including systems and
equipment supplied by others or with which Borrower's systems interface) and the
testing of all such systems and equipment, as so reprogrammed, was substantially
complete by December 31, 1999. No matter arising out of any changes necessitated
by the so-called "Y2K" problem has resulted in a Material Adverse Effect.

     SECTION  3.19.  Federal  Reserve  Regulations.  The Borrower is not engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying Margin Stock.

<PAGE>



                                   ARTICLE IV

                                   Conditions

     SECTION 4.01.  Effective Date. The obligations of the Lenders to make Loans
and of the Issuing Bank to issue  Letters of Credit  hereunder  shall not become
effective until the date on which each of the following  conditions is satisfied
(or waived in accordance with Section 9.02):

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

     (b) The Agent shall have received a favorable written opinion (addressed to
the  Agent and the  Lenders  and dated the  Effective  Date) of  Willkie  Farr &
Gallagher,  counsel for the  Borrower,  covering  such  matters  relating to the
Borrower, Topps Enterprises, the Loan Documents or the Financing Transactions as
the Required Lenders shall reasonably request. The Borrower hereby requests such
counsel to deliver such opinion.

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

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

     (e) The  Agent  shall  have  received  all fees and other  amounts  due and
payable on or prior to the Effective Date,  including,  to the extent  invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder or under any other Loan Document.

<PAGE>


     (f) All amounts  outstanding under the Credit Agreement dated as of May 11,
1998 among the Borrower,  the Agent and the "Lenders" party thereto,  as amended
(the  "Existing  Agreement"),  shall have been  satisfied  or disposed of to the
satisfaction of the Agent.

     (g) The Agent  shall have  received  evidence  satisfactory  to it that the
insurance required by Section 5.07 is in effect.

     (h) The Borrower and the  Subsidiaries  shall have granted the Agent access
to and the right to inspect all reports,  audits and other internal  information
of the Borrower and the Subsidiaries relating to environmental  matters, and any
third-party   verification  of  certain  matters  relating  to  compliance  with
Environmental Laws requested by the Agent, and the Agent shall be satisfied that
the Borrower and the  Subsidiaries  are in compliance  in all material  respects
with all  applicable  Environmental  Laws  and be  satisfied  with the  costs of
maintaining such compliance.

     (i)  All  consents  and   approvals   required  to  be  obtained  from  any
Governmental  Authority or other Person as shall be required to  consummate  the
transactions  contemplated  hereby shall have been obtained,  and all applicable
waiting periods and appeal periods shall have expired,  in each case without the
imposition of any burdensome conditions.

     (j) The Lenders  shall have  received  (i) audited  consolidated  financial
statements of the Borrower for the fiscal year ended February 27, 1999,  (ii) if
available,   satisfactory  audited  consolidated  financial  statements  of  the
Borrower  for the fiscal  year  ended  February  26,  2000,  (iii)  satisfactory
reviewed  interim  consolidated  financial  statements  of the  Borrower for the
quarterly  period  ended  November 27, 1999,  and (iv)  unaudited  consolidating
financial statements for all statements above.

     (k) The Agent  shall  have  received  the Topps SA  Guaranty  and the Topps
Enterprises  Guaranty  duly  executed  by the  Borrower  and Topps  Enterprises,
respectively.

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

     The Agent shall notify the Borrower and the Lenders of the Effective  Date,
and such notice shall be conclusive and binding.  Notwithstanding the foregoing,
the  obligations of the Lenders to make Loans,  and of the Issuing Bank to issue
Letters of Credit  hereunder,  shall not  become  effective  unless  each of the
foregoing  conditions  is satisfied  (or waived  pursuant to Section 9.02) at or
prior to 3:00 p.m., New York City time, on June 30, 2000 (and, in the event such
conditions  are not so  satisfied or waived,  the  Revolving  Commitments  shall
terminate at such time).

     SECTION 4.02.  Each Credit Event.  The  obligation of each Lender to make a
Loan on the occasion of any Borrowing,  and of the Issuing Bank to issue, amend,
renew or extend  any Letter of Credit,  is  subject to the  satisfaction  of the
following conditions:

<PAGE>


     (a) The  representations  and  warranties  of the Borrower set forth in the
Loan Documents shall be true and correct on and as of the date of such Borrowing
or the date of  issuance,  amendment,  renewal or  extension  of such  Letter of
Credit, as applicable,  except to the extent they expressly relate to an earlier
date (it being  understood  that  references  to a specific  date,  to "the date
hereof"  and to "the  Effective  Date" are not  repeated  as of the date of such
Borrowing).

     (b) At the time of and immediately after giving effect to such Borrowing or
the  issuance,  amendment,  renewal or  extension  of such Letter of Credit,  as
applicable, no Default shall have (or would have) occurred and be continuing.

     (c) Each  condition to the making of a Loan,  or the  issuance,  amendment,
renewal or extension of a Letter of Credit,  as  applicable,  under  Article II,
shall have been  satisfied . (d) If a  certification  is required  under Section
5.04(c),  the Agent shall have received such  certificate  which must state that
the  Borrower  has  determined  that the  termination  or lapse of the  Material
License in question will not have a Material Adverse Effect.

     (e) If as of the close of the most recent  reporting  period under  Section
5.01(a) or (b),  the  Borrower  was not  required to provide  the  certification
required  under Section  5.01(c) with respect to Sections 6.04,  6.07,  6.13 and
6.14,  such a  certificate  must be provided  (based upon the data from the most
recent  reporting  period)  prior to the making of any Loan,  together  with the
Borrowing Request for such Loan.

     Each Borrowing  Request shall be  accompanied  by a certificate,  dated the
date of the Borrowing  Request,  signed by the President,  a Vice President or a
Financial Officer of the Borrower as to the matters specified in paragraphs (a),
(b) and (c) of this Section.

     SECTION 4.03. Additional Condition For Each Loan. If at any time prior to a
Borrowing  Request an LPT shall have occurred,  the obligation of the Lenders to
make any Loan which is requested by such Borrowing Request is further subject to
the condition that the Agent shall have determined,  in its reasonable judgment,
that the  effect  of the  transaction  which  gave rise to such LPT is no longer
continuing  (i.e.,  the Borrower and its Subsidiaries do not remain leveraged by
reason of such transaction to the extent required to constitute an LPT).

<PAGE>


                                    ARTICLE V

                              Affirmative Covenants


     Until the Revolving  Commitments  have expired or been  terminated  and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full,  and all Letters of Credit shall have expired or  terminated,
and all LC Disbursements shall have been reimbursed,  the Borrower covenants and
agrees with the Lenders that:

     SECTION 5.01. Financial Statements and Other Information. The Borrower will
furnish to the Agent and each Lender:

     (a) Within 90 days after the end of each fiscal year of the  Borrower,  its
audited  consolidated  and  unaudited  consolidating  balance  sheet and related
statements of  operations,  stockholders  equity and cash flows as of the end of
and for such year,  setting forth in each case in  comparative  form the figures
for the  previous  fiscal  year,  (i) in the  case of the  audited  consolidated
financial  statements,  reported  on by  Deloitte  &  Touche,  L.L.P.  or  other
independent public accountants of recognized national standing (without a "going
concern" or like  qualification  or exception and without any  qualification  or
exception as to the scope of such audit),  and (ii) in the case of the unaudited
consolidating financial statements,  certified by the Borrower's chief financial
officer,  to the effect  that such  consolidated  financial  statements  present
fairly  in  all  material  respects  the  financial  condition  and  results  of
operations of the Borrower and its  consolidated  Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;

     (b) Within 45 days after the end of each of the first three fiscal quarters
of each fiscal year of the Borrower,  its consolidated and consolidating balance
sheet and related  statements of operations  (including a schedule setting forth
the results of operations by business  segment),  stockholders'  equity and cash
flows as of the end of and for such fiscal quarter and the then elapsed  portion
of the fiscal year,  setting forth in each case in comparative  form the figures
for the corresponding period or periods of (or, in the case of the balance sheet
as of the end of) the previous fiscal year, (i) in the case of the  consolidated
financial statements, reviewed by Deloitte & Touche, L.L.P. or other independent
public accountants of recognized national standing,  and (ii) in the case of the
unaudited consolidating financial statements,  certified by the Borrower's chief
financial  officer as presenting  fairly in all material  respects the financial
condition  and  results  of  operations  of the  Borrower  and its  consolidated
Subsidiaries  on a  consolidated  basis in  accordance  with  GAAP  consistently
applied, subject to normal year-end audit adjustments;

     (c) Concurrently with any delivery of financial statements under clause (a)
or (b) above, a certificate of a Financial Officer, substantially in the form of
Exhibit  B (or  such  other  form  reasonably  satisfactory  to the  Agent)  (i)
certifying  as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto,  (ii) setting forth reasonably  detailed  calculations  showing
performance in respect of Sections 6.06, 6.16 and 6.17 (and Section 6.04,  6.07,
6.13 and  6.14 if any Loan is  outstanding  at the  time of the  making  of such
certificate  or was  outstanding  as of the  close of the  reporting  period  in
question),  and (iii) stating  whether any change in GAAP or in the  application
thereof  has  occurred  since  the  date  of the  Borrower's  audited  financial
statements  referred to in Section  3.04 and,  if any such change has  occurred,
specifying  the effect of such change on the financial  statements  accompanying
such certificate;

     (d) Concurrently with any delivery of financial statements under clause (a)
above,  a certificate  of the  accounting  firm that reported on such  financial
statements  stating whether they obtained  knowledge  during the course of their
examination of such financial  statements of any Default (which  certificate may
be limited to the extent required by accounting rules or guidelines);

     (e)  Within 45 days  after the end of each  fiscal  quarter,  a list of any
Intercompany Debt (whether or not evidenced by an Intercompany Note) outstanding
as of the end of such fiscal quarter;


<PAGE>

     (f) [This clause has been intentionally omitted];

     (g) by May 1 of each calendar year,  financial  projections for the current
fiscal year on a quarterly basis, in each case setting forth among other things,
the Borrower's projected gross sales,  projected net sales and projected results
of operations of each business segment (domestic and foreign),  for the Borrower
and its  Subsidiaries in form and content  consistent  with Borrower's  official
plan as presented to its Board of Directors;

     (h) within 45 days after the end of each fiscal  quarter,  any  revision of
projections  previously delivered to the Agent or the projections referred to in
clause (g) above, such revised projected balance sheets, projected statements of
operations  and projected  statements of cash flows with an  explanation  of all
material variances to the profit and loss statement from the projections as they
existed prior to such revision;

     (i)  promptly  after  the same  become  publicly  available,  copies of all
periodic and other reports,  proxy  statements and other  materials filed by the
Borrower or any Subsidiary with the Securities and Exchange  Commission,  or any
Governmental  Authority  succeeding  to any or all  of  the  functions  of  said
Commission,  or with any national  securities  exchange,  or  distributed by the
Borrower to its shareholders generally, as the case may be; and

     (j)  promptly  following  any  request  therefor,  such  other  information
regarding  the  operations,  business  affairs and  financial  condition  of the
Borrower or any  Subsidiary,  or compliance with the terms of any Loan Document,
as the Agent or any Lender may reasonably request.

     SECTION 5.02.  Notices of Material Events. The Borrower will furnish to the
Agent and each Lender prompt written notice of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or
          before any arbitrator or Governmental  Authority  against or affecting
          the Borrower or any Affiliate  thereof that, if adversely  determined,
          could reasonably be expected to result in a Material Adverse Effect;

          (c) the  occurrence of any ERISA Event that alone or together with any
          other ERISA Events that have occurred, could reasonably be expected to
          result  in  liability  of the  Borrower  and  its  Subsidiaries  in an
          aggregate amount exceeding $750,000; and

          (d) any other  development  that  results in, or could  reasonably  be
          expected to result in, a Material Adverse Effect.

<PAGE>


Each notice  delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or  development  requiring such notice and any action taken
or proposed to be taken with respect thereto.

     SECTION 5.03. [This Section has been intentionally omitted].

     SECTION 5.04. Existence,  Conduct of Business.  The Borrower will, and will
cause each of its  Subsidiaries  to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect (a) its legal existence and
(b) the rights, licenses, permits, privileges,  franchises, patents, copyrights,
trademarks  and trade  names which are  material to the conduct of its  business
taken, in case of the Borrower,  individually and in the case of any Subsidiary,
as a whole with the other  Subsidiaries;  provided that the foregoing  shall not
prohibit any merger, consolidation, liquidation or dissolution to the extent the
same is permitted  under Section 6.03 and, if  applicable,  6.04 (i);  provided,
further,  that the Borrower shall be permitted to terminate,  or allow to lapse,
any Material License in the exercise of its reasonable  business judgment to the
extent  that  the  Borrower  (a)  provides   written   notice  on  the  Contract
Notification   Date  that  such  Material  License  will  terminate  or  may  be
terminated,  or allowed to lapse without renewal, (b) if requested by the Agent,
advises the Agent of the status of any negotiations  which may be transpiring in
respect of such Material  License,  and (c) furnishes to the Agent a certificate
stating the  determination  by the Borrower of whether such lapse or termination
will or will not have a Material  Adverse Effect,  by the sooner of (x) the date
of the first Borrowing Request or request for the issuance,  amendment,  renewal
or extension of a Letter of Credit under  Section 2.05  following  the date that
such  Material  License  terminates  or is  allowed  to  lapse,  or (y) 30  days
following the date that such Material License terminates or is allowed to lapse.

     SECTION 5.05.  Payment of  Obligations.  The Borrower  will, and will cause
each of its Subsidiaries  to, pay its  Indebtedness  and other  obligations (for
which the  failure to pay would  constitute  an Event of Default  under  Section
7.01(f)), including Tax liabilities,  before the same shall become delinquent or
in default,  except where (a) the validity or amount thereof is being  contested
in good faith by appropriate  proceedings,  (b) the Borrower or such  Subsidiary
has set aside on its books adequate  reserves with respect thereto in accordance
with GAAP,  (c) such contest  effectively  suspends  collection of the contested
obligation and the enforcement of any Lien securing such obligation, and (d) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

     SECTION 5.06. Maintenance of Properties.  The Borrower will, and will cause
each of its Subsidiaries to, keep and maintain or replace all property  material
to the conduct of its (respective) business in good working order and condition,
ordinary wear and tear excepted.

     SECTION 5.07. Insurance.  (a) The Borrower will, and will cause each of its
Subsidiaries  to,  maintain,  with  financially  sound and  reputable  insurance
companies:

<PAGE>

          (i) fire and extended coverage insurance, on a replacement cost basis,
          with  respect  to all  personal  property  and  improvements  to  real
          property,  in such amounts as are customarily  maintained by companies
          in the same or  similar  business  operating  in the  same or  similar
          locations;

          (ii) commercial general liability  insurance against claims for bodily
          injury,   death  or  property  damage  occurring  upon,  about  or  in
          connection  with  the  use  of  any  properties  owned,   occupied  or
          controlled  by it  providing  coverage on an  occurrence  basis with a
          combined  single limit of not less than  $10,000,000 and including the
          broad form CGL endorsement;

          (iii) business interruption insurance,  insuring against loss of gross
          earnings  for a period  of not less than 12  months  arising  from any
          risks or occurrences  required to be covered by insurance  pursuant to
          clause (i) above; and

          (iv) such other insurance as may be required by law.

Deductibles or  self-insured  retention  shall not exceed  $500,000 for fire and
extended coverage policies, $1,000,000 for commercial general liability policies
or 30 days for business interruption policies.

     (b) Each such policy  referred to in this paragraph also shall provide that
it shall not be  canceled,  materially  modified or not renewed (i) by reason of
nonpayment of premium  except upon not less than 10 days' prior  written  notice
thereof by the insurer to the Agent (giving the Agent the right to cure defaults
in the payment of  premiums),  or (ii) for any other reason except upon not less
than 30 days' prior  written  notice  thereof by the  insurer to the Agent.  The
Borrower shall deliver to the Agent, prior to the cancellation,  modification or
non-renewal of any such policy of insurance,  a copy of a renewal or replacement
policy (or other  evidence of renewal of a policy  previously  delivered  to the
Agent)  together  with  evidence  satisfactory  to the Agent of  payment  of the
premium therefor.

     SECTION  5.08.  Notice of Asset Sale;  LPT;  Approved  Internet  Subsidiary
Investment; and Foreign Investment.

     (a) The Borrower will, and will cause each of its  Subsidiaries  to, notify
the Agent (i) of the Borrower's or any such Subsidiary's having entered into any
agreement  for the sale of any asset which sale could trigger a reduction of the
Revolving  Commitments  under Section  2.08(d),  promptly upon entering into any
such  agreement,  (ii) of the  closing of any such sale,  immediately  upon such
closing,  and (iii) of the receipt of any payment of any kind on account of such
asset.

     (b)  The  Borrower  will  notify  the  Agent  of  the  consummation  of any
transaction  giving  rise to an LPT,  promptly  upon the  consummation  thereof,
whether or not the same constitutes a Default at the time in question.

<PAGE>

     (c) The  Borrower  will  notify  the Agent of each  investment  made by the
Borrower or any Guarantor in an Approved  Internet  Subsidiary,  upon the making
thereof. Such notice shall set forth the amount of such investment and the basis
for such computation.

     (d) The Borrower will notify the Agent of any Permitted  Acquisition of the
type  defined as a "Foreign  Acquisition"  (within the  definition  of Permitted
Acquisition in Section 1.01), and shall simultaneously certify to the Agent that
the cash paid on account of such Foreign  Acquisition  originates  from a source
outside the United States.

     SECTION 5.09. Books and Records,  Inspection and Audit Rights. The Borrower
will,  and will cause each of its  Subsidiaries  to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities.  The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Agent or any Lender,  upon reasonable prior notice, to visit and inspect its
properties,  to examine and make  extracts  from its books and  records,  and to
discuss its affairs,  finances and condition  with its officers and  independent
accountants, all at such reasonable times and as often as reasonably requested.

     SECTION 5.10.  Compliance with Laws. The Borrower will, and will cause each
of its Subsidiaries to, comply with all laws,  rules,  regulations and orders of
any Governmental  Authority  applicable to it or its property,  except where the
failure to do so,  individually  or in the  aggregate,  could not  reasonably be
expected to result in a Material Adverse Effect.

     SECTION 5.11.  Notice of Discharge of Hazardous  Material or  Environmental
Complaint.  The  Borrower  will,  and will  cause each of its  Subsidiaries  to,
promptly provide to the Agent true,  accurate and complete copies of any and all
notices,  complaints,  orders,  directives,  claims or citations received by the
Borrower or any Subsidiary relating to any (a) violation or alleged violation by
the Borrower or any Subsidiary of any applicable  Environmental Law; (b) release
or threatened  release by the Borrower or any Subsidiary,  or at any facility or
property owned or operated by the Borrower or any  Subsidiary,  of any Hazardous
Material,  except where occurring legally; or (c) liability or alleged liability
of the  Borrower  or any  Subsidiary  for the costs of  cleaning  up,  removing,
remediating or responding to a release of Hazardous Materials.

     SECTION 5.12. Environmental  Compliance.  If the Borrower or any Subsidiary
shall receive letter, notice,  complaint,  order,  directive,  claim or citation
alleging that the Borrower or any Subsidiary has violated any  Environmental Law
or is liable for the costs of cleaning up,  removing,  remediating or responding
to a release of Hazardous Materials,  the Borrower shall, within the time period
permitted by the  applicable  Environmental  Law or the  Governmental  Authority
responsible for enforcing such Environmental Law, remove or remedy, or cause the
applicable  Subsidiary to remove or remedy, such violation or release or satisfy
such  liability,  except where the failure to do so is not reasonably  likely to
result  in a  Material  Adverse  Effect  or  unless  the  applicability  of  the
Environmental Law, the fact of such violation or liability,  or what is required
to remove or remedy such  violation,  is being  contested by the Borrower or the
applicable  Subsidiary by appropriate  proceedings  diligently conducted and all
reserves with respect  thereto as may be required  under GAAP, if any, have been
made.


<PAGE>

     SECTION  5.13.  Use of Proceeds and Letters of Credit.  The proceeds of the
Loans and Letters of Credit will be used for general  working  capital  needs of
the  Borrower  and (in the case of Standby  Letters of Credit) to  guaranty  the
payment of workers' compensation insurance in the ordinary course of business or
for another purpose approved by the Agent in its reasonable discretion.  No part
of the proceeds of any Loan will be used, whether directly or indirectly, (i) to
purchase or carry Margin Stock or to extend  credit to others for the purpose of
purchasing  or  carrying  Margin  Stock  or to  refund  Indebtedness  originally
incurred for such  purpose,  or (ii) for any purpose that entails a violation of
any of the Regulations of the Board, including Regulations T, U and X.

     SECTION 5.14. Additional Subsidiaries.  (a) If any additional Subsidiary is
formed or acquired or if any inactive existing Subsidiary shall become active in
any material  respect,  after the Effective  Date,  the Borrower will notify the
Agent and the Lenders  thereof,  and the Borrower  will,  if such  Subsidiary is
formed in the United States (or organized under the laws of the United States or
any State or subdivision  thereof) and is not an Approved  Internet  Subsidiary,
cause such  Subsidiary  to become a guarantor  of the  Obligations,  jointly and
severally  with all  other  Guarantors,  within  10  Business  Days  after  such
Subsidiary  is formed,  acquired  or  activated  (as  applicable),  pursuant  to
documentation reasonably satisfactory to the Agent.

     (b) If the  Borrower  wishes  to  convert  an  existing  Guarantor  into an
Approved Internet Subsidiary, the Borrower shall provide the Agent with at least
30 days prior  written  notice of the intended  date of such  conversion,  which
notice shall include a detailed explanation of all of the proposed  transactions
associated with such conversion, including the investment by the third-party (or
parties) in the Subsidiary in question (the "Conversion Transactions"),  as well
as a detailed  statement  of the  reasons  for the  Borrower's  belief that upon
consummation of the Conversion  Transactions,  such Subsidiary should qualify as
an Approved  Internet  Subsidiary.  If the  Subsidiary  qualifies as an Approved
Internet Subsidiary,  such Subsidiary will be released from its obligations as a
Guarantor upon consummation of the Conversion Transactions. For purposes of this
paragraph (b), the amount invested by the Borrower (and one or more  Guarantors,
if applicable)  shall include (i) any new investment made or intended to be made
by the Borrower or any  Guarantor  in such  Subsidiary,  and (ii) the  aggregate
amount  of all  investments  in such  Subsidiary  made by the  Borrower  and all
Guarantors prior to the Conversion Transactions (determined, on the date of each
such investment, on the basis of fair market value, in accordance with GAAP).

     (c) An Approved  Internet  Subsidiary shall cease to qualify as such if all
Persons  unaffiliated  with the Borrower  except through such  Subsidiary  shall
cease to own an equity interest in such Subsidiary, whereupon the Borrower shall
cause such Subsidiary to comply with Section 5.14(a) as if it were newly formed.

     SECTION  5.15.  Further  Assurances.  The Borrower will execute any and all
further documents, agreements and instruments, and take all such further actions
which  may be  required  under  any  applicable  law,  or which the Agent or the
Required  Lenders  may  reasonably   request,  to  effectuate  the  transactions
contemplated by the Loan Documents, all at the expense of the Borrower.

<PAGE>


     SECTION 5.16. Changes to Loan Documents.  The Borrower will, and will cause
its  Subsidiaries  to: (i) provide  further  assurances  of any kind  reasonably
requested  by any Lender  purchasing  an interest in the Letters of Credit,  the
Loans and/or  Revolving  Commitments  after the  Effective  Date;  and (ii) make
amendments,  if reasonably  required by any Lender  purchasing any such interest
after the Effective Date; provided,  however,  that no such amendment (which the
Borrower or any Subsidiary is required to make) shall: (A) increase any interest
rate or fees for which any of them is responsible  hereunder;  (B) reduce any of
the Revolving Commitments or shorten the Maturity Date; (C) require the Borrower
or any  Subsidiary to obtain any consent or estoppel  certificate  from a Person
not  Controlled  by any of them and having no legal  obligation  to provide  the
same; (D) provide any  collateral;  (E) add any new and  burdensome  covenant or
increase more than nominally any obligation of any of them under any affirmative
or negative  covenant  hereunder;  (F) require the Borrower or any Subsidiary to
make any  representation  or warranty  which it cannot in good faith  make;  (G)
shorten any cure  period with  respect to any Default or create any new Event of
Default; or (H) add any new and burdensome conditions of lending or issuance.

<PAGE>


                                   ARTICLE VI

                               Negative Covenants

     The  Borrower  covenants  and agrees with the Lenders that (i) at the times
indicated in Sections  6.04(a),  6,05,  6.07(b),  6.13, 6.14, 6.16 and 6.17, and
(ii)  otherwise at all times from (and  including)  the Effective Date until the
Revolving Commitments have expired or terminated,  the principal of and interest
on each Loan and all fees payable  hereunder have been paid in full, all Letters
of Credit  have  expired or  terminated,  all LC  Disbursements  shall have been
reimbursed and all other Obligations satisfied in full:

     SECTION 6.01. [This Section has been intentionally omitted.]

     SECTION  6.02.  Liens.  The  Borrower  will not,  and will not  permit  any
Subsidiary  to,  create,  incur,  assume  or permit to exist (A) any Lien on any
property or asset now owned or  hereafter  acquired by it, or (B) assign or sell
any income or revenues (including  accounts  receivable) or rights in respect of
any portion  thereof as part of a factoring or other type of "off balance sheet"
financing arrangement, except:

          (i)  Liens or  assets  of, or  assignments  or sales of  assets  by, a
          Subsidiary  which is not required to be a Guarantor under the terms of
          this Agreement;

          (ii) Permitted Encumbrances;

          (iii)  any  Lien on any  property  or  asset  of the  Borrower  or any
          Subsidiary existing on the date hereof and set forth in Schedule 6.02;
          provided  that (i) such Lien shall not apply to any other  property or
          asset of the  Borrower  or any  Subsidiary  and (ii) such  Lien  shall
          secure only those obligations which it secures on the date hereof;

<PAGE>


          (iv)  Liens  on fixed  or  capital  assets  acquired,  constructed  or
          improved by the  Borrower or any  Subsidiary;  provided  that (A) such
          security  interests and the Indebtedness  secured thereby are incurred
          prior to or within 90 days after such acquisition or the completion of
          such construction or improvement, (B) the Indebtedness secured thereby
          does  not  exceed  95% of  the  cost  of  acquiring,  constructing  or
          improving  such  fixed  or  capital  assets,  and  (C)  such  security
          interests  shall  not  apply to any  other  property  or assets of the
          Borrower or any Subsidiary; and

          (v) Liens on property of the Borrower  shipped  under or in connection
          with Documentary  Letters of Credit permitted under this Agreement (if
          such Liens are in favor of the issuer of such  Documentary  Letters of
          Credit) and all property of the Borrower in the actual or constructive
          possession of the Issuing Bank with respect to Documentary  Letters of
          Credit,  other than  property  held in a  fiduciary  capacity  of such
          Issuing Bank.

     SECTION 6.03.  Fundamental Changes. (a) The Borrower will not, and will not
permit any Subsidiary to, merge into or  consolidate  with any other Person,  or
permit any other  Person to merge into or  consolidate  with it, or liquidate or
dissolve,  except  that,  if at the time  thereof and  immediately  after giving
effect  thereto  no  Default  shall  have  occurred  and be  continuing  (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation,  (ii) any Subsidiary may merge into any Subsidiary in
a  transaction  in which the  surviving  entity is a  Subsidiary,  and (iii) any
Subsidiary  may  liquidate or dissolve if the Borrower  determines in good faith
that such  liquidation  or  dissolution is in the best interests of the Borrower
and is not  materially  disadvantageous  to the Lenders;  provided that any such
merger  involving a Person  that is not a wholly  owned  Subsidiary  immediately
prior to such merger  shall not be  permitted  unless also  permitted by Section
6.04.

     (b) The Borrower will not, and will not permit any of its  Subsidiaries to,
engage to any material  extent in any 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.

<PAGE>


     SECTION 6.04.  Investments,  Loans, Advances,  Guarantees and Acquisitions.
(a) At any  time  when any  principal  or  interest  on  account  of any Loan is
outstanding  in whole or in part:  (A) the Borrower will not and will not permit
any  Guarantor  to make or permit to exist any  investment  in the equity of any
Subsidiary  which was a Subsidiary  prior to such  investment but which is not a
Guarantor  (or which is not required to be a  Guarantor)  other than an Approved
Internet Subsidiary, unless the aggregate amount of such investments at the time
in question shall not exceed  $12,000,000  (amounts  subject to such calculation
are to be  determined by reference to the  Borrower's  balance  sheet);  (B) the
Borrower  will not and will not permit any Guarantor to incur or permit to exist
any  Intercompany  Debt (whether or not evidenced by an  Intercompany  Note), or
Guarantee any obligation of any Subsidiary which is not a Guarantor (or which is
not required to be a Guarantor),  unless the aggregate  principal  amount of all
such items at the time in question shall not exceed  $40,000,000 plus any amount
guaranteed   pursuant  to  the  Topps  SA  Guaranty  (amounts  subject  to  such
calculation  shall be determined by reference to the principal  amount  actually
owing or for which the  Borrower  or a  Guarantor  is  contingently  liable  (as
applicable) at the time of calculation, and not to the original principal amount
thereof  if  different);  (C) the  Borrower  will not and will  not  permit  any
Guarantor to make any loan or advance to, or Guarantee  any  obligation  of, any
officer,  employee  or director of the  Borrower or any  Subsidiary,  except for
loans,  advances to (or Guarantees for the benefit of) such officers,  directors
and  employees  made in the ordinary  course of business  (including  to finance
relocation  expenses) not exceeding an aggregate  principal amount of $1,000,000
at any time  outstanding;  and (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 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 and Permitted Acquisitions.

     (b) The Borrower  will not, and will not permit any Guarantor to invest (by
means of asset  transfer,  cash  investment,  the  assumption  or  incurrence of
Indebtedness or otherwise) more than an aggregate (for all such investments made
at any time) of $10,000,000 in all Approved Internet Subsidiaries.  The value of
each such  investment  shall be  determined  as set forth in the  definition  of
"Approved Internet Subsidiary" in Section 1.01.

     (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  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 Subsidiary  which is
not an Approved Internet Subsidiary.

     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;

<PAGE>

          (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 in reliance on Section 6.08
          (d)); and

          (d) Permitted Asset Sales; provided that all sales, transfers,  leases
          and other dispositions permitted hereby shall be made for fair value.

     SECTION 6.06. Hedging Agreements. The Borrower will not and will not permit
any of its  Subsidiaries  to,  enter  into any  Hedging  Agreements,  other than
Hedging  Agreements  entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its  liabilities  in an aggregate  notional
amount not to exceed $75,000,000.

     SECTION 6.07.  Restricted Payments,  Certain Payments of Indebtedness.  (a)
The Borrower will not, and will not permit any  Subsidiary  to, declare or make,
or agree to pay or make,  directly or indirectly,  any Restricted Payment of the
type  described  in clause (i) of the  definition  of  "Restricted  Payments" in
Section 1.01, except (i) the Borrower may declare and pay dividends with respect
to its capital stock payable solely in additional shares of its common stock, or
other equity  securities not redeemable at the option of a holder thereof,  (ii)
Subsidiaries may declare and pay dividends ratably with respect to their capital
stock (or  equivalent)  and  (iii) the  Borrower  may make  Restricted  Payments
pursuant to and in accordance with stock option plans or other benefit plans for
management or employees or consultants of the Borrower and its Subsidiaries.

          (b) At any time  (from and  including  the  Effective  Date)  when any
     Obligation  with  respect  to  any  Loan  or  Letter  of  Credit  shall  be
     unsatisfied  in whole or in part,  or any  Letter of Credit  shall not have
     terminated or expired,  or otherwise be outstanding,  the Borrower will not
     make any  Restricted  Payment of the type  described  in clause (ii) of the
     definition of  "Restricted  Payment" in Section  1.01,  unless after making
     such  Restricted  Payment (x) an aggregate of  $25,000,000  or less of such
     Restricted  Payments  will  have  been made  during  (A) the  three  fiscal
     quarters  ending  prior to the quarter in which the  Restricted  Payment in
     question is to be made (but  excluding any portion of such fiscal  quarters
     occurring prior to the Effective Date) and (B) such current fiscal quarter,
     (y) an aggregate of  $50,000,000 or less of such  Restricted  Payments will
     have been made from (and  including) the Effective Date to (and  including)
     the date of the  Restricted  Payment in  question,  and (z) the  Restricted
     Payment in question will not result in an LPT.

<PAGE>


     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,  and (d) the  transactions  described in Section 6.05 when not  prohibited
under Section 6.05.

     SECTION 6.09. Restrictive  Agreements.  The Borrower will not, and will not
permit any Subsidiary to, directly or indirectly, enter into, incur or permit to
exist any agreement or other  arrangement  that prohibits,  restricts or imposes
any condition  upon (a) the ability of the Borrower or any Subsidiary to create,
incur or permit to exist any Lien upon any of its property or assets, or (b) the
ability of any Subsidiary to pay dividends or other  distributions  with respect
to any shares of its capital stock, or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any  other  Subsidiary;  provided  that (i) the  foregoing  shall  not  apply to
restrictions  and conditions  imposed by law or by any Loan  Document,  (ii) the
foregoing shall not apply to restrictions  and conditions (A) applying solely to
one or more  Subsidiaries  which are not (and are not required to be) Guarantors
or (B) existing on the date hereof and  identified  on Schedule  6.09 (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such  restriction or condition  identified on Schedule  6.09),
(iii) the foregoing  shall not apply to customary  restrictions  and  conditions
contained in agreements  relating to the sale of a Subsidiary pending such sale,
provided such  restrictions  and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) foregoing clause (a) shall
not apply to  restrictions  or conditions  imposed by any agreement  relating to
secured  Indebtedness  permitted  by  this  Agreement  if such  restrictions  or
conditions apply only to the property or assets securing such Indebtedness,  and
(v) the foregoing  clause (a) shall not apply to customary  provisions in leases
restricting the assignment thereof

     SECTION 6.10.  Amendment of Material Documents.  The Borrower will not, and
will not  permit any  Subsidiary  to,  amend,  modify or waive any of its rights
under  its  certificate  of  incorporation,   by-laws  or  other  organizational
documents if the same is reasonably  likely to have a Material Adverse Effect or
would result in an Event of Default under any of the Loan Documents.

     SECTION 6.11.  Limitations on Sales and Leasebacks.  The Borrower will not,
and will not permit any  Subsidiary  to,  enter  into any  arrangement  with any
Person  providing  for the leasing by the Borrower or any  Subsidiary of real or
personal property which has been or is to be sold or transferred by the Borrower
or any Subsidiary to such Person, or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such  property or rental
obligations  of the  Borrower  or any  Subsidiary,  unless  the  transaction  in
question is determined by the Agent, in its reasonable discretion, to constitute
(or to be tantamount to) a financing  lease of the type permitted  under Section
6.02(iv).

     SECTION 6.12.  Fiscal Year.  The Borrower will not, and will not permit any
Subsidiary to, change its fiscal year.

     SECTION 6.13.  Consolidated  Leverage Ratio. At any time when any principal
or interest with respect to any Loan shall be  outstanding  in whole or in part,
the Borrower will not permit the Consolidated  Leverage Ratio to be greater than
1.6 to 1.0, determined on the basis of the then most recent financial statements
provided under Section 5.01(a) or Section 5.01(b).

<PAGE>

     SECTION  6.14.  Consolidated  Fixed  Charge  Ratio.  At any  time  when any
principal or interest with respect to any Loan shall be  outstanding in whole or
in part, the Borrower will not permit the Consolidated  Fixed Charge Ratio to be
less than 2.5 to 1.0,  determined on the basis of the then most recent financial
statements provided under Section 5.01(a) or Section 5.01(b).

     SECTION 6.15. [This Section has been intentionally omitted.]

     SECTION  6.16.  Consolidated  Net Loss. At any time (from and including the
Effective  Date) when any  principal or interest with respect to any Loan or any
Obligation with respect to any Letter of Credit shall be unsatisfied in whole or
in part,  or any  Letter of Credit  shall not have  terminated  or  expired,  or
otherwise be outstanding,  the Borrower and its Subsidiaries will not incur (and
shall not have incurred since the Effective Date) a consolidated net loss (i) in
any  amount  for any  three  consecutive  fiscal  quarters,  or (ii) for any two
consecutive  fiscal  quarters  combined,   in  an  amount  greater  than  8%  of
Consolidated  Net Worth as of the close of the fiscal quarter prior to the first
such quarter in which the  consolidated  net loss in question was incurred.  For
purposes of the foregoing sentence,  consolidated net losses shall be determined
as of the end of a fiscal quarter.

     SECTION  6.17.  Consolidated  Tangible  Net  Worth.  At any time  (from and
including the Effective Date) when any principal or interest with respect to any
Loan or any Obligation with respect to any Letter of Credit shall be unsatisfied
in whole or in part,  or any  Letter of  Credit  shall  not have  terminated  or
expired, or otherwise be outstanding, the Borrower and its Subsidiaries will not
permit  Consolidated  Tangible  Net  Worth to be less  than the  greater  of (i)
$10,000,000 or (ii) (w) Consolidated Tangible Net Worth as set forth on the last
quarterly  financial  statement provided to the Bank prior to the Effective Date
plus (x) 50% of aggregate  Consolidated  Net Income (as long as Consolidated Net
Income is greater  than zero) from the  Effective  Date through the close of the
last fiscal  quarter or year  (whichever  is later) for which the  Borrower  has
reported pursuant to Section 5.01(a) or Section 5.01(b), minus (y) the aggregate
amount of  Restricted  Payments (on account of common  stock) from and including
the  Effective  Date of the type  described in clause (ii) of the  definition of
"Restricted  Payments"  in Section  1.01 (to the extent the same were  permitted
under Section 6.07 (b) at the time they were made),  and minus (z) the aggregate
amount of write-offs of intangible assets from and including the Effective Date;
(y) being calculated in the manner  prescribed by clause (x) of Section 6.07(b),
and (z) being calculated in the manner  prescribed in clause (x) of this Section
6.17.

     SECTION 6.18. [This Section has been intentionally omitted.]

     SECTION 6.19. [This Section has been intentionally omitted.]

<PAGE>



                                   ARTICLE VII

                                Events of Default

     SECTION 7.01. Events of Default. If any of the following events ("Events of
Default") shall occur:

     (a)  the  Borrower  shall  fail  to pay any  principal  of any  Loan or any
reimbursement  obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

     (b) the  Borrower  shall fail to pay any interest on any Loan or any fee or
any other  amount  (other  than an  amount  referred  to in  clause  (a) of this
Section)  payable under this Agreement or any other Loan Document,  within three
days after the same shall become due and payable;

     (c) any  representation  or warranty made or deemed made by or on behalf of
the Borrower or any Subsidiary (including Topps Enterprises) in or in connection
with any Loan  Document  or any  amendment  or  modification  thereof  or waiver
thereunder, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with any Loan Document,  or any amendment
or modification thereof or waiver thereunder, shall prove to have been incorrect
when made or deemed made;

     (d) the Borrower  shall fail to observe or perform any covenant,  condition
or agreement  contained in Section 5.02,  5.04 (with respect to the existence of
the Borrower), 5.09, 5.13 or 5.14 or in Article VI;

     (e) the Borrower  shall fail to observe or perform any covenant,  condition
or  agreement  contained  in any Loan  Document  (other than those  specified in
clause  (a),  (b) or (d) of this  Section),  and  such  failure  shall  continue
unremedied for a period of 30 days;

     (f) Topps Enterprises shall default beyond applicable periods of notice and
grace, if any, under the Topps Enterprises  Guaranty,  or any Person shall be in
default under any other Guarantee with respect to any of the Obligations, or the
Borrower or any Subsidiary  shall fail to make any payment (whether of principal
or interest and  regardless of amount) in respect of any Material  Indebtedness,
when and as the same shall become due and payable;

     (g) any event or condition occurs that results in any Material Indebtedness
becoming due prior to its scheduled maturity or that enables or permits (with or
without  the giving of notice,  the lapse of time or both) the holder or holders
of any Material  Indebtedness  or any trustee or agent on its or their behalf to
cause any  Material  Indebtedness  to become due, or to require the  prepayment,
repurchase,  redemption or defeasance thereof,  prior to its scheduled maturity;
provided that this clause (g) shall not apply to (i) secured  Indebtedness  that
becomes due as a result of the  voluntary  sale or  transfer of the  property or
assets securing such  Indebtedness or (ii) events or conditions  cured within 30
days from occurrence  unless the related  Material  Indebtedness  has become due
within such 30 day period;

<PAGE>

     (h) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed  seeking  (i)  liquidation,  reorganization  or other  relief  in
respect  of the  Borrower  or any  Material  Subsidiary  or its  debts,  or of a
substantial part of its assets, under any Federal,  state or foreign bankruptcy,
insolvency,  receivership or similar law now or hereafter in effect, or (ii) the
appointment  of a receiver,  trustee,  custodian,  sequestrator,  conservator or
similar  official  for  the  Borrower  or  any  Material  Subsidiary  or  for  a
substantial  part of its  assets,  and,  in any such case,  such  proceeding  or
petition shall continue  undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

     (i) the Borrower or any Material Subsidiary shall (A) voluntarily  commence
any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency,  receivership
or similar law now or hereafter in effect, (B) consent to the institution of, or
fail to contest in a timely and appropriate  manner,  any proceeding or petition
described  in  clause  (h) of this  Article,  (C) apply  for or  consent  to the
appointment  of a receiver,  trustee,  custodian,  sequestrator,  conservator or
similar  official  for  the  Borrower  or  any  Material  Subsidiary,  or  for a
substantial  part of its  assets,  (D) file an  answer  admitting  the  material
allegations  of a petition filed against it in any such  proceeding,  (E) make a
general as  assignment  for the benefit of  creditors or (F) take any action for
the purpose of effecting any of the foregoing;

     (j) the Borrower or any Material  Subsidiary shall become unable,  admit in
writing its inability or fall generally to pay its debts as they become due;

     (k) one or more  judgments for the payment of money in an aggregate  amount
in excess of $2,000,000 shall be rendered  against the Borrower,  any Subsidiary
or any combination  thereof and the same shall remain  undischarged for a period
of 30 consecutive  days during which execution shall not be effectively  stayed,
or any action  shall be legally  taken by a judgment  creditor to attach or levy
upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

     (l) an ERISA Event shall have  occurred that in the opinion of the Required
Lenders,  when taken  together  with all other ERISA Events that have  occurred,
could  reasonably  be expected to result in  liability  of the  Borrower and its
Subsidiaries in an aggregate amount exceeding $750,000 in any year;

     (m) any Lien purported to be created under any documentation  pertaining to
a  Documentary  Letter of Credit  shall be asserted by the  Borrower not to be a
valid  Lien,  except  as a result  of (i) the sale or other  disposition  of the
applicable  assets in a transaction  permitted  under the Loan Documents or (ii)
the termination of the Lien in accordance with Section 2.05(a).

     (n) a Change in Control shall occur; or

<PAGE>


     (o) if any Loan Document  ceases to be in full force and effect (other than
by reason of any action by the Agent,  including any release pursuant to Section
5.14(b)),  or if without the written  consent of the Lenders,  this Agreement or
any other Loan Document shall be disaffirmed or shall  terminate,  be terminable
or be  terminated  or become  void or  unenforceable  for any reason  whatsoever
(other than in accordance  with its terms in the absence of default or by reason
of any action by the Lenders or the Agent); then, and in every such event (other
than an event with  respect to the  Borrower  described  in clause (h) or (i) of
this Section ), and at any time thereafter during the continuance of such event,
the Agent may, and at the request of the Required  Lenders or any single  Lender
having a Revolving  Commitment in excess of $10,000,000  shall, by notice to the
Borrower, take either or both of the following actions, at the same or different
times:  (i)  terminate the  Revolving  Commitments,  and thereupon the Revolving
Commitments  shall  terminate  immediately,  and (ii)  declare  the  Loans  then
outstanding  to be due and  payable  in  whole  (or in part,  in which  case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and  payable,  together  with  accrued  interest  thereon and all fees and other
Obligations  of the  Borrower  accrued  hereunder,  shall become due and payable
immediately,  without presentment  demand,  protest or other notice of any kind,
all of which are hereby  waived by the  Borrower;  and in case of any event with
respect to the  Borrower  described  in clause (h) or (i) of this  Section,  the
Revolving  Commitments  shall  automatically  terminate and the principal of the
Loans then outstanding,  together with accrued interest thereon and all fees and
other Obligations of the Borrower accrued hereunder,  shall automatically become
due and payable,  without  presentment,  demand,  protest or other notice of any
kind, all of which are hereby waived by the Borrower.

<PAGE>


                                  ARTICLE VIII

                                    The Agent


     SECTION 8.01.  Relationship  with Lenders.  (a) Each of the Lenders and the
Issuing Bank hereby  irrevocably  appoints the Agent as its agent and authorizes
the Agent to take such actions on its behalf and to exercise  such powers as are
delegated to the Agent by the terms of the Loan  Documents,  together  with such
actions and powers as are reasonably incidental thereto.

     (b) The bank serving as the Agent  hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the  Agent,  and such bank and its  Affiliates  may accept
deposits from,  lend money to and generally  engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate  thereof as if it were not the
Agent hereunder.

<PAGE>

     (c) The  Agent  shall  not have any  duties  or  obligations  except  those
expressly set forth in the Loan  Documents.  Without  limiting the generality of
the  foregoing,  (a) the Agent  shall not be subject to any  fiduciary  or other
implied duties,  regardless of whether a Default has occurred and is continuing,
(b) the  Agent  shall  not have any duty to take  any  discretionary  action  or
exercise  any  discretionary  powers,  except  discretionary  rights  and powers
expressly  contemplated  by the Loan  Documents  that the Agent is  required  to
exercise in writing by the Required  Lenders (or such other number or percentage
of the  Lenders as shall be  necessary  under the  circumstances  as provided in
Section 9.02), and (c) except as expressly set forth in the Loan Documents,  the
Agent  shall not have any duty to  disclose,  and  shall  not be liable  for the
failure to  disclose,  any  information  relating to the  Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as Agent or
any of its  Affiliates  in any  capacity.  The Agent shall not be liable for any
action  taken or not  taken  by it with the  consent  or at the  request  of the
Required  Lenders (or such other number or percentage of the Lenders as shall be
necessary  under the  circumstances  as provided in Section 9.02) except for its
own gross negligence or willful  misconduct in the execution of any such action,
or otherwise in the absence of its own gross  negligence  or wilful  misconduct.
The Agent shall not be deemed to have  knowledge of any Default unless and until
written  notice  thereof is given to the Agent by the Borrower or a Lender,  and
the Agent shall not be responsible  for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with
any Loan  Document,  (ii)  the  contents  of any  certificate,  report  or other
document delivered thereunder or in connection therewith,  (iii) the performance
or observance of any of the  covenants,  agreements or other terms or conditions
set forth in any Loan Document, (iv) the validity, enforceability, effectiveness
or  genuineness  of any Loan  Document  or any other  agreement,  instrument  or
document,  or (v) the  satisfaction  of any condition set forth in Article IV or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to the Agent.

     (d) The  Agent  shall be  entitled  to rely  upon,  and shall not incur any
liability  for  relying  upon,  any  notice,  request,   certificate,   consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been  signed or sent by the proper  Person.  The Agent also may rely
upon any  statement  made to it orally or by telephone  and believed by it to be
made by the  proper  Person,  and  shall not incur  any  liability  for  relying
thereon.  The Agent may consult  with legal  counsel (who may be counsel for the
Borrower),  independent  accountants and other experts selected by it, and shall
not be liable for any  action  taken or not taken by it in  accordance  with the
advice of any such  counsel,  accountants  or experts.  The Agent shall be fully
justified in failing or refusing to take any action under this  Agreement or any
other Loan Document  unless it shall first receive such advice or concurrence of
the Required Lenders (or, if so specified by this Agreement, all the Lenders) as
it deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action (it being understood that
this  provision  shall not  release  the Agent from  performing  any action with
respect to the Borrower expressly required to be performed by it pursuant to the
terms  hereof)  under  this  Agreement.  The  Agent  shall in all cases be fully
protected in acting, or in refraining from acting,  under this Agreement and the
other Loan Documents in accordance  with a request of the Required  Lenders (or,
if so specified by this  Agreement,  all the Lenders),  and such request and any
action  taken or failure to act pursuant  thereto  shall be binding upon all the
Lenders.

     (e) The Agent may perform any and all of its duties and exercise its rights
and powers by or through any one or more sub-agents  appointed by the Agent. The
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their  respective  Related  Parties.  The  exculpatory
provisions of the preceding  paragraphs shall apply to any such sub-agent and to
the  Related  Parties of each Agent and any such  sub-agent,  and shall apply to
their  respective  activities in connection  with the  syndication of the credit
facility provided for herein as well as activities as Agent.

<PAGE>

     (f) Subject to the  appointment  and  acceptance  of a  successor  Agent as
provided in this  paragraph,  the Agent may resign at any time by notifying  the
Lenders,  the Issuing  Bank and the  Borrower.  Upon any such  resignation,  the
Required  Lenders shall have the right,  in consultation  with the Borrower,  to
appoint  a  successor.  If no  successor  shall  have been so  appointed  by the
Required Lenders and shall have accepted such  appointment  within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders and the Issuing Bank,  appoint a successor Agent, which
shall be a bank with an office in New York,  New York,  or an  Affiliate  of any
such bank.  Upon the  acceptance  of its  appointment  as Agent  hereunder  by a
successor,  such  successor  shall  succeed  to and become  vested  with all the
rights,  powers,  privileges  and duties of the retiring  Agent and the retiring
Agent shall be discharged  from its duties and obligations  hereunder.  The fees
payable by the Borrower to a successor  Agent shall be the same as those payable
to its  predecessor  unless  otherwise  agreed  between  the  Borrower  and such
successor.  After the Agent's  resignation  hereunder,  the  provisions  of this
Article  and  Section  9.03 shall  continue  in effect  for the  benefit of such
retiring Agent, its sub-agents and their  respective  Related Parties in respect
of any  actions  taken or omitted to be taken by any of them while it was acting
as Agent.

     (g)  Each  Lender  acknowledges  that it  has,  independently  and  without
reliance  upon the Agent or any other  Lender  and based on such  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon the Agent or any other Lender and
based on such  documents  and  information  as it shall  from  time to time deem
appropriate,  continue to make its own  decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.

<PAGE>


     SECTION  8.02.  Indemnification.  Each Lender  agrees to indemnify and hold
harmless the Agent (to the extent not reimbursed under Section 9.03, but without
limiting  the  obligations  of the  Borrower  under  Section  9.03),  ratably in
accordance  with the  aggregate  principal  amount of the  respective  Revolving
Commitments  of and/or Loans and L/C Exposure held by the Lenders (or, if all of
the Revolving  Commitments  shall have been  terminated  or expired,  ratably in
accordance with the aggregate  outstanding  amount of the Loans and L/C Exposure
held  by  the  Lenders),  for  any  and  all  liabilities  (including,   without
limitation,  pursuant to any Environmental Law),  obligations,  losses, damages,
penalties, actions, judgments,  deficiencies,  suits, costs, expenses (including
reasonable  attorneys' fees) or disbursements of any kind and nature  whatsoever
that may be imposed on, incurred by or asserted  against the Agent,  the Issuing
Bank or any Lender arising out of or by reason of any investigation in or in any
way  relating  to or arising  out of any Loan  Document  or any other  documents
contemplated  by or referred to therein,  for any action  taken or omitted to be
taken by the Agent, the Issuing Bank or any Lender under or in respect of any of
the Loan  Documents  or other such  documents or the  transactions  contemplated
thereby (including, without limitation, the costs and expenses that the Borrower
is  obligated  to pay under  Section  9.03,  but  excluding,  unless an Event of
Default or Default has occurred and is continuing,  normal  administrative costs
and expenses  incident to the performance of its agency duties hereunder) or the
enforcement  of any  of the  terms  hereof  or  thereof  or of  any  such  other
documents;  provided,  however,  that no Lender  shall be liable  for any of the
foregoing to the extent they are determined by a court of competent jurisdiction
in a final and nonappealable judgment to have resulted from the gross negligence
or willful  misconduct of the Agent.  The  agreements  set forth in this Section
8.02 shall survive the payment of all Loans,  expiration or  termination  of the
Revolving Commitments and all Letters of Credit, and the payment,  satisfaction,
and performance of all other Obligations, and shall be in addition to and not in
lieu of any other indemnification  agreements contained in this Agreement of any
other Loan Document.

<PAGE>


                                   ARTICLE IX

                                  Miscellaneous

     SECTION   9.01.   Notices.   Except  in  the  case  of  notices  and  other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail, or sent by telecopy, as follows:

     (a) if to the Borrower,  to it at One Whitehall  Street New York, New York,
10004-2109,  Attention of Ms. Catherine K. Jessup  (Telecopy No.  212-376-0621),
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.;

     (b) if to the Agent, to The Chase Manhattan Bank, 4 MetroTech Center,  22nd
Floor,  Brooklyn,  New York  11245,  Attention  of Mr.  Christopher  Murtha  and
Regional Manager (Telecopy No. 718-242-3846), with a copy to Esanu Katsky Korins
& Siger, LLP, 605 Third Avenue,  New York, New York 10158,  Attention of Stephen
D. Brodie, Esq. (Telecopy No. 212-953-6899);

     (c) if to the Issuing Bank, to it at the address provided in paragraph (b).

     (d) if to LaSalle Bank  National  Association,  135 South  LaSalle  Street,
Chicago,  IL  60603,  Attention  of Mr.  Steven M.  Cohen  (Telecopy  No.  (312)
904-9293),  with a copy to Vedder Price  Kaufman & Kammholz,  222 North  LaSalle
Street,  Chicago, IL 60601, Attention of Michael A. Nemeroff, Esq. (Telecopy No.
(312) 609-5005).

     (e) if to any other Lender,  to it at its address (or telecopy  number) set
forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt. The
Agent agrees to forward to each Lender copies of all material  notices  received
by the Agent, including notices pursuant to Section 5.08.

<PAGE>


     SECTION 9.02. Waivers, Amendments. (a) No failure or delay by the Agent the
Issuing Bank or any Lender in exercising  any right or power  hereunder or under
any other Loan Document shall operate as a waiver thereof,  nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agent, the Issuing Bank and the Lenders  hereunder and under
the other Loan  Documents are  cumulative and are not exclusive of any rights or
remedies that they would  otherwise have. No waiver of any provision of any Loan
Document or consent to any  departure  by the Borrower  therefrom,  shall in any
event be effective  unless the same shall be permitted by paragraph  (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing,  the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Default,  regardless  of whether the Agent,  any
Lender or the Issuing  Bank may have had notice or  knowledge of such Default at
the time.

     (b) Neither this Agreement nor any other Loan  Document,  nor any provision
hereof or thereof, may be waived, amended or modified except in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by the
Borrower  and the Required  Lenders or, in the case of any other Loan  Document,
pursuant to an agreement or agreements in writing  entered into by the Agent and
the Borrower,  in each case with the consent of the Required  Lenders;  provided
that no such agreement, waiver, amendment or modification shall (i) increase the
Revolving  Commitment of any Lender without the written  consent of each Lender,
(ii) reduce the principal  amount of any Loan or LC  Disbursement  or reduce the
rate of interest thereon, or reduce any fees payable hereunder (to any Lender as
a Lender),  without the written consent of each Lender affected  thereby,  (iii)
postpone the Maturity Date, or reduce the amount of, waive or excuse any payment
of the principal amount of any Loan or LC Disbursement or any interest  thereon,
or any fees payable  hereunder to any Lender (as a Lender),  without the written
consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a
manner  that would  alter the pro rata  sharing of  payments  required  thereby,
without the written consent of each Lender,  (v) change any of the provisions of
this Section or the definition of "Required  Lenders" or any other  provision of
any Loan Document  specifying  the number or  percentage of Lenders  required to
waive,  amend or modify any rights thereunder or make any determination or grant
any consent thereunder, without the written consent of each Lender, (vi) release
any Subsidiary (to the extent such  Subsidiary is obligated  under any Guarantee
of any  Obligations)  from any  Guarantee,  or limit its liability in respect of
such Guarantee,  without the written consent of each Lender, or (vii) change any
provision of Article V or Article VI, without the written consent of each Lender
having a Revolving  Commitment of $15,000,000 or more; and provided further that
no such agreement shall amend,  modify or otherwise  affect the rights or duties
of the Agent or the Issuing Bank, without the prior written consent of the Agent
or the Issuing Bank, as the case may be.

<PAGE>

     SECTION 9.03.  Expenses,  Indemnity,  Damage Waiver. (a) The Borrower shall
pay (i) all  reasonable  out-of-pocket  expenses  incurred  by the Agent and its
Affiliates,  including the reasonable fees, charges and disbursements of counsel
for the Agent in connection with the syndication of the credit facility provided
for herein,  the  preparation  and  administration  of the Loan Documents or any
amendments,  modifications or waivers of the provisions  thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated),  (ii) all
reasonable  out-of-pocket  expenses  incurred by the Issuing Bank in  connection
with the  issuance,  amendment,  renewal or extension of any Letter of Credit or
any demand for payment thereunder, and (iii) all out-of-pocket expenses incurred
by the Agent,  the Issuing Bank or any Lender,  including the fees,  charges and
disbursements of any counsel for the Agent,  the Issuing Bank or any Lender,  in
connection  with the  enforcement or protection of its rights in connection with
the Loan  Documents,  including its rights under this Section,  or in connection
with the Loans made or Letters of Credit  issued  hereunder,  including all such
out-of-pocket   expenses   incurred   during  any  workout,   restructuring   or
negotiations in respect of such Loans or Letters of Credit.

     (b) The  Borrower  shall  indemnify  the Agent,  the Issuing  Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an  "Indemnitee")  against and hold each Indemnitee  harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee,  incurred
by or asserted against any Indemnitee  arising out of, in connection with, or as
a result of (i) the  execution  or  delivery  of any Loan  Document or any other
agreement or instrument  contemplated  hereby, the performance by the parties to
the  Loan  Documents  of  their   respective   obligations   thereunder  or  the
consummation   of  the  Financing   Transactions   or  any  other   transactions
contemplated  hereby,  (ii)  any  Loan or  Letter  of  Credit  or the use of the
proceeds therefrom  (including any refusal by the Issuing Bank to honor a demand
for payment  under a Letter of Credit if the  documents  presented in connection
with  such  demand  do not  strictly  comply  with the  terms of such  Letter of
Credit),  (iii) any actual or alleged presence or release of Hazardous Materials
on or  from  any  property  owned  or  operated  by the  Borrower  or any of its
Subsidiaries,  or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding  relating to any of the foregoing,  whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto;  provided that such indemnity shall not, as to any Indemnitee, be
available  to the extent  that such  losses,  claims,  damages,  liabilities  or
related  expenses are determined by a court of competent  jurisdiction  by final
and nonappealable  judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

     (c) To the extent that the Borrower fails to pay any amount  required to be
paid by it to the Agent or the Issuing Bank under  paragraph  (a) or (b) of this
Section,  each Lender  severally agrees to pay to the Agent or the Issuing Bank,
as the case may be, such Lender's pro rata share (determined as of the time that
the  applicable  unreimbursed  expense or  indemnity  payment is sought) of such
unpaid  amount;  provided that the  unreimbursed  expense or  indemnified  loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted  against the Agent or the Issuing Bank in its capacity as such.  For
purposes  hereof, a Lender's "pro rata share" shall be determined based upon its
share  of  the  sum  of the  total  Revolving  Exposures  and  unused  Revolving
Commitments at the time.

<PAGE>

     (d) To the extent  permitted  by  applicable  law,  the  Borrower and Topps
Enterprises  shall not assert,  and each hereby  waives,  any claim  against any
Indemnitee, on any theory of liability, for special, indirect,  consequential or
punitive  damages  (as opposed to direct or actual  damages)  arising out of, in
connection  with,  or as a  result  of,  this  Agreement  or  any  agreement  or
instrument contemplated hereby, the Financing  Transactions,  any Loan or Letter
of Credit, or the use of the proceeds thereof.

     (e) All  amounts due under this  Section  shall be payable  promptly  after
written demand therefor.

     SECTION 9.04.  Successors and Assigns. (a) The provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and assigns  permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that the Borrower may
not assign or  otherwise  transfer  any of its rights or  obligations  hereunder
without the prior written  consent of each Lender (and any attempted  assignment
or  transfer  by the  Borrower  without  such  consent  shall be null and void).
Nothing in this Agreement, express or implied, shall be construed to confer upon
any Person  (other than the parties  hereto,  their  respective  successors  and
assigns  permitted  hereby  (including  any  Affiliate  of the Issuing Bank that
issues any Letter of Credit) and, to the extent expressly  contemplated  hereby,
the Related Parties of each of the Agent,  the Issuing Bank and each Lender) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

<PAGE>


     (b) Any  Lender  may  assign  to one or more  Eligible  Assignees  all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion  of its  Revolving  Commitment  and the Loans at the time  owing to it);
provided  that  (i)  except  in the  case of an  assignment  to a  Lender  or an
Affiliate of a Lender,  the Agent (and, in the case of an assignment of all or a
portion of a Revolving  Commitment or any Lender's obligations in respect of its
LC Exposure,  the Issuing  Bank) must give their prior  written  consent to such
assignment  (which consent shall not be unreasonably  withheld),  (ii) except in
the  case of an  assignment  to a  Lender  or an  Affiliate  of a  Lender  or an
assignment of the entire  remaining amount of the assigning  Lender's  Revolving
Commitment  or Loans,  the amount of the  Revolving  Commitment  or Loans of the
assigning Lender subject to each such assignment  (determined as of the date the
Assignment  and Acceptance  with respect to such  assignment is delivered to the
Agent) shall not be less than $5,000,000  and, after giving effect thereto,  the
assigning  Lender shall retain a Revolving  Commitment and Loans  aggregating at
least  $5,000,000,  in each case  unless  the Agent and the  Borrower  otherwise
consent,  (iii) each  partial  assignment  shall be made as an  assignment  of a
proportionate  part of all the assigning  Lender's rights and obligations  under
this Agreement, (iv) the parties to each assignment shall execute and deliver to
the  Agent  an  Assignment  and  Acceptance,  together  with  a  processing  and
recordation  fee of $3,500,  and (v) the assignee,  if it shall not be a Lender,
shall  deliver  to  the  Agent  an  Administrative  Questionnaire.   Subject  to
acceptance and recording thereof pursuant to paragraph (d) of this Section, from
and after the effective  date  specified in each  Assignment  and Acceptance the
assignee  thereunder  shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement,  and the assigning Lender  thereunder shall, to the
extent of the interest  assigned by such Assignment and Acceptance,  be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance  covering all of the assigning  Lender's rights and obligations under
this Agreement,  such Lender shall cease to be a party hereto but shall continue
to be entitled  to the  benefits of Sections  2.15,  2.16,  2.17 and 9.03).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this  paragraph  shall be treated for purposes of this
Agreement  as a sale by such  Lender  of a  participation  in  such  rights  and
obligations accordance with paragraph (e) of this Section.

     (c) The Agent,  acting for this purpose as an agent of the Borrower,  shall
maintain at one of its offices in The City of New York a copy of each Assignment
and Acceptance  delivered to it and a register for the  recordation of the names
and  addresses of the Lenders,  and the Revolving  Commitment  of, and principal
amount of the Loans and LC  Disbursements  owing to, each Lender pursuant to the
terms  hereof from time to time (the  "Register").  The entries in the  Register
shall be  conclusive,  and the  Borrower,  the Agent,  the Issuing  Bank and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms  hereof as a Lender  hereunder  for all  purposes  of this  Agreement,
notwithstanding  notice to the  contrary.  The Register  shall be available  for
inspection by the Borrower,  the Issuing Bank and any Lender,  at any reasonable
time and from time to time upon reasonable prior notice.

     (d) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignee's completed  Administrative
Questionnaire  (unless the assignee  shall already be a Lender  hereunder),  the
processing and  recordation fee referred to in paragraph (b) of this Section and
any  written  consent  to such  assignment  required  by  paragraph  (b) of this
Section,  the Agent shall accept such  Assignment  and Acceptance and record the
information  contained therein in the Register. No assignment shall be effective
for purposes of this  Agreement  unless it has been  recorded in the Register as
provided in this paragraph.

     (e) Any Lender may,  without the consent of the Borrower,  the Agent or the
Issuing  Bank,  sell  participations  to one or more banks or other  entities (a
"Participant") in all or a portion of such Lender's rights and obligations under
this Agreement  (including all or a portion of its Revolving  Commitment and the
Loans  owing to it);  provided  that (i) such  Lender's  obligations  under this
Agreement  shall  remain  unchanged,   (ii)  such  Lender  shall  remain  solely
responsible to the other parties hereto for the performance of such obligations,
and (iii) the Borrower,  the Agent, the Issuing Bank and the other Lenders shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's  rights  and  obligations  under  this  Agreement.   Any  agreement  or
instrument  pursuant to which a Lender sells such a participation  shall provide
that such Lender shall retain the sole right to enforce the Loan  Documents  and
to approve any  amendment,  modification  or waiver of any provision of the Loan
Documents;  provided  that such  agreement or  instrument  may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification  or waiver  described in the first proviso to Section  9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.15,
2.16 and 2.17 to the same  extent as if it were a Lender  and had  acquired  its
interest  by  assignment  pursuant to  paragraph  (b) of this  Section,  but the
aggregate amount payable by the Borrower to the Lender selling the participation
and the Participant shall not exceed the amount which would otherwise be payable
in the  absence of the  participation.  To the  extent  permitted  by law,  each
Participant  also shall be entitled to the benefits of Section 9.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.18(c)
as though it were a Lender.

<PAGE>

     (f) A  Participant  shall not be entitled  to receive  any greater  payment
under Section 2.15 or 2.17 than the  applicable  Lender would have been entitled
to receive with respect to the participation  sold to such  Participant,  unless
the sale of the  participation  to such  Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender  shall not be  entitled  to the  benefits  of  Section  2.17,  unless the
Borrower is  notified of the  participation  sold to such  Participant  and such
Participant  agrees,  for the benefit of the  Borrower,  to comply with  Section
2.17(e) as though it were a Lender.

     (g) Any Lender may at any time pledge or assign a security  interest in all
or any portion of its rights under this Agreement to secure  obligations of such
Lender,  including any pledge or assignment to secure  obligations  to a Federal
Reserve Bank,  and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest  shall  release  a Lender  from  any of its  obligations  hereunder  or
substitute any such pledgee or assignee for such Lender as a party hereto.

     SECTION 9.05.  Survival.  All covenants,  agreements,  representations  and
warranties made by the Borrower and Topps  Enterprises in the Loan Documents and
in the  certificates  or  other  instruments  delivered  in  connection  with or
pursuant to this  Agreement or any other Loan  Document  shall be  considered to
have been  relied  upon by the  other  parties  hereto  and  shall  survive  the
execution  and  delivery of the Loan  Documents  and the making of any Loans and
issuance of any Letters of Credit,  regardless of any investigation  made by any
such other  party or on its  behalf,  and  notwithstanding  that the Agent,  the
Issuing  Bank or any Lender may have had notice or  knowledge  of any Default or
incorrect  representation  or  warranty  at the  time  any  credit  is  extended
hereunder,  and shall continue in full force and effect as long as the principal
of or any accrued  interest on any Loan or any fee or any other  amount  payable
under this  Agreement  is  outstanding  and  unpaid,  or any Letter of Credit is
outstanding  and so  long as the  Revolving  Commitments  have  not  expired  or
terminated.  The  provisions of Sections 2.15,  2.16,  2.17 and 9.03 and Article
VIII  shall  survive  and  remain in full  force and  effect  regardless  of the
consummation  of the  transactions  contemplated  hereby,  the  repayment of the
Loans,  the expiration or termination of the Letters of Credit and the Revolving
Commitments, or the termination of this Agreement or any provision hereof.

     SECTION 9.06. Counterparts,  Integration, Effectiveness. This Agreement may
be  executed in  counterparts  (and by  different  parties  hereto on  different
counterparts), each of which shall constitute an original, but all of which when
taken together shall  constitute a single  contract.  This Agreement,  the other
Loan Documents and any separate  letter  agreements with respect to fees payable
to the Agent  constitute the entire  contract among the parties  relating to the
subject  matter  hereof  and  supersede  any and  all  previous  agreements  and
understandings,  oral or written,  relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have  been  executed  by the  Agent  and  when the  Agent  shall  have  received
counterparts  hereof which, when taken together,  bear the signatures of each of
the other parties hereto,  and thereafter shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns.
Delivery of an executed  counterpart  of a signature  page of this  Agreement by
telecopy  shall be effective as delivery of a manually  executed  counterpart of
this Agreement.

<PAGE>

     SECTION  9.07.  Severability.  Any provision of this  Agreement  held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof, and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

     SECTION 9.08. Right of Setoff.  Subject to Section 2.18(c),  if an Event of
Default  shall have  occurred  and be  continuing,  each  Lender and each of its
Affiliates  is  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  obligations  at any time owing by such Lender or  Affiliate to or for the
credit or the account of the Borrower  against any of and all the obligations of
the Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although  such  obligations  may be unmatured.  The rights of each
Lender  under  this  Section  are in  addition  to  other  rights  and  remedies
(including other rights of setoff) which such Lender may have.


     SECTION 9.09. Governing Law; Jurisdiction: Consent to Service of Process.

     (a) This  Agreement  shall be construed in accordance  with and governed by
the law of the State of New York.

     (b) The Borrower hereby irrevocably and unconditionally submits, for itself
and its property,  to the nonexclusive  jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United  States  District
Court of the Southern  District of New York,  and any  appellate  court from any
thereof,  in any action or  proceeding  arising  out of or  relating to any Loan
Document,  or for  recognition or  enforcement of any judgment,  and each of the
parties hereto hereby irrevocably and unconditionally  agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent  permitted by law, in such Federal  court.  Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner  provided by law.  Nothing in this  Agreement or
any other Loan Document shall affect any right that the Agent,  the Issuing Bank
or any Lender may otherwise  have to bring any action or proceeding  relating to
this Agreement or any other Loan Document against the Borrower or its properties
in the courts of any jurisdiction.

     (c) The Borrower hereby  irrevocably  and  unconditionally  waives,  to the
fullest extent it may legally and  effectively do so, any objection which it may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising out of or relating to this  Agreement or any other Loan  Document in any
court  referred to in paragraph (b) of this Section.  Each of the parties hereto
hereby  irrevocably  waives, to the fullest extent permitted by law, the defense
of an inconvenient  forum to the maintenance of such action or proceeding in any
such court.

<PAGE>


     (d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.01. Nothing in this Agreement or
any other Loan Document will affect the right of any party to this  Agreement to
serve process in any other manner permitted by law.

     SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING
TO THIS  AGREEMENT,  ANY  OTHER  LOAN  DOCUMENT  OR THE  FINANCING  TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,  TORT OR ANY OTHER THEORY). EACH
PARTY  HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER,  AND (B)
ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER
INTO  THIS   AGREEMENT   BY,  AMONG  OTHER  THINGS,   THE  MUTUAL   WAIVERS  AND
CERTIFICATIONS IN THIS SECTION.

     SECTION  9.11.  Headings.  Article  and Section  headings  and the Table of
Contents (if any) used herein are for  convenience  of reference  only,  are not
part of this  Agreement  and shall not affect the  construction  of, or be taken
into consideration in interpreting, this Agreement.

<PAGE>


     SECTION 9.12. Confidentiality.  Each of the Agent, the Issuing Bank and the
Lenders agrees to maintain the  confidentiality  of the  Information (as defined
below),  except that Information may be disclosed (a) to its and its Affiliates,
directors,  officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be  informed of the  confidential  nature of such  Information  and
instructed to keep such Information  confidential),  (b) to the extent requested
by any regulatory  authority,  (c) to the extent  required by applicable laws or
regulations or by any subpoena or similar legal process,  (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit,  action or proceeding  relating to this Agreement or any other Loan
Document,  or the enforcement of rights hereunder or thereunder,  (f) subject to
an  agreement  containing  provisions  substantially  the  same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement,  (g) with
the consent of the Borrower,  or (h) to the extent such  Information (A) becomes
publicly  available  other  than as a result of a breach of this  Section or (B)
becomes   available  to  the  Agent,  the  Issuing  Bank  or  any  Lender  on  a
non-confidential basis from a source other than the Borrower provided the Agent,
the Issuing  Bank or any Lender does not have actual  knowledge  that such other
source is in breach of any confidentiality  agreement with the Borrower. For the
purposes of this Section,  "Information" means all information received from the
Borrower or its agents relating to the Borrower or its business,  other than any
such  information that is available to the Agent, the Issuing Bank or any Lender
on a  non-confidential  basis prior to disclosure by the Borrower;  provided the
Agent,  the Issuing Bank or any Lender does not have actual  knowledge that such
source is in breach of any  confidentiality  agreement  with the  Borrower.  The
Agent,  the Issuing  Bank and each  Lender  each agrees that  neither it nor its
Affiliates  will use any Information in connection with the performance by it of
services for companies other than the Borrower and its Subsidiaries.

     SECTION 9.13. Interest Rate Limitation.  Notwithstanding anything herein to
the contrary,  if at any time the interest rate applicable to any Loan, together
with all fees,  charges and other  amounts which are treated as interest on such
Loan under  applicable  law  (collectively,  the  "Charges"),  shall  exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted  for,  charged,
taken,  received or reserved by the Lender holding such Loan in accordance  with
applicable law, the rate of interest  payable in respect of such Loan hereunder,
together with all Charges  payable in respect  thereof,  shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been  payable in  respect  of such Loan but were not  payable as a result of the
operation  of this  Section  shall be  cumulated,  and the  interest and Charges
payable to such Lender in respect of other Loans or periods  shall be  increased
(but not above the Maximum Rate therefor) until such cumulated amount,  together
with  interest  thereon  at the  Federal  Funds  Effective  Rate to the  date of
repayment, shall have been received by such Lender.

     SECTION  9.14.  Topps  Enterprises.  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 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.

     SECTION 9.15.  Termination of Existing  Security.  The Chase Manhattan Bank
hereby agrees to terminate  the "Security  Documents" as that term is defined in
the Existing Agreement.

<PAGE>


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



TOPPS ENTERPRISES, INC.             THE TOPPS COMPANY, INC.


 By: ________________________               By: ____________________________
     Name:                                      Name:
     Title:                                     Title:

LASALLE BANK NATIONAL               THE CHASE MANHATTAN BANK,
  ASSOCIATION                               individually and as Agent

 By: ________________________               By: ____________________________
     Name:                                      Name:
     Title:                                     Title:


<PAGE>



                                  SCHEDULE 2.01

                              REVOLVING COMMITMENTS
                              ---------------------




The Chase Manhattan Bank   $20,000,000

LaSalle Bank National Association   $15,000,000



<PAGE>



164612.2
                                    EXHIBIT A


                            ASSIGNMENT AND ACCEPTANCE
                            Dated: __________, ______


Reference  is made to the  Credit  Agreement,  dated  as of June  26,  2000  (as
amended, amended and restated, supplemented, modified and in effect from time to
time,  the  "Credit  Agreement"),  among THE TOPPS  COMPANY,  INC.,  a  Delaware
corporation (the "Borrower"), Topps Enterprises, Inc. ("Topps Enterprises"), the
Lenders  party  thereto  (together  with  their  successors  and  assigns,   the
"Lenders"),  and THE  CHASE  MANHATTAN  BANK,  as agent (in such  capacity,  the
"Agent")  for the  Lenders.  Capitalized  terms used  herein  and not  otherwise
defined shall have the meanings  assigned to such terms in the Credit Agreement.
This Assignment and Acceptance  between the Assignor (as set forth on Schedule I
hereto  and  made a part  hereof)  and the  Assignee  (as set  forth on the said
Schedule I ) is dated as of the  Assignment  Effective Date (as set forth on the
said Schedule I).

The  Assignor  hereby  irrevocably  sells and  assigns to the  Assignee  without
recourse to the  Assignor,  and the Assignee  hereby  irrevocably  purchases and
assumes from the Assignor without recourse to the Assignor, as of the Assignment
Effective  Date, an undivided  interest (the "Assigned  Interest") in and to all
the  Assignor's  rights and  obligations  under the Credit  Agreement as are set
forth on the said Schedule I (the "Assigned Facilities"),  in a principal amount
for each Assigned Facility as set forth on the said Schedule I.

The   Assignor  (i)  makes  no   representation   or  warranty  and  assumes  no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with the  Credit  Agreement  or any other of the Loan
Documents or the execution,  legality,  validity,  enforceability,  genuineness,
sufficiency or value of the Credit Agreement, any other of the Loan Documents or
any other instrument or document furnished pursuant thereto,  other than that it
is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim;  [and] (ii) makes
no representation or warranty and assumes no responsibility  with respect to the
financial  condition  of the  Borrower,  Topps  Enterprises,  any  of the  other
Subsidiaries  of the  Borrower or any other  obligor of any of their  respective
obligations  under the Credit  Agreement or the performance or observance by the
Borrower, Topps Enterprises, or any of the other Subsidiaries of the Borrower of
any of their respective obligations under the Credit Agreement, any of the other
Loan Documents or any other instrument or document  furnished  pursuant thereto;
[and (iii)  attaches  the Note held by it (the "Note")  evidencing  the Assigned
Facilities  and requests that the Agent exchange the Note for a new note payable
to the  Assignor  (if the  Assignor  has  retained  any interest in the Assigned
Facilities)  and [or] a new note  payable to the  Assignee  in the  [respective]
amount(s)  which  reflect the  assignment  being made  hereby (and after  giving
effect to any other  assignments  which have become  effective on the Assignment
Effective Date)]

<PAGE>


The Assignee (i) represents and warrants that it is legally  authorized to enter
into this  Assignment and Acceptance and that it is an Eligible  Assignee;  (ii)
confirms  that it has  received a copy of the Credit  Agreement,  together  with
copies of the most recent  financial  statements  delivered  pursuant to Section
5.01  thereof,  and  such  other  documents  and  information  as it has  deemed
appropriate  to make its own credit  analysis  and  decision  to enter into this
Assignment and Acceptance;  (iii) agrees that it will, independently and without
reliance upon the Agent, the Assignor,  any other Lender or any other Person and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under  the  Credit  Agreement,  any of the  other  Loan  Documents  or any other
instrument or document furnished pursuant thereto;  (iv) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement, the other Loan Documents or any other
instrument or document  furnished pursuant thereto as are delegated to the Agent
by the terms  thereof,  together with such powers as are  reasonably  incidental
thereto;  (v)  agrees  that it will be bound  by the  provisions  of the  Credit
Agreement and will perform in accordance  with its terms all of the  obligations
which by the terms of the Credit Agreement are required to be performed by it as
a Lender; and (vi) if the Assignee is organized under the laws of a jurisdiction
outside the United States, attaches the forms prescribed by the Internal Revenue
Service of the United States  certifying  as to the  Assignee's  exemption  from
United States  withholding  taxes with respect to all payments to be made to the
Assignee under the Credit  Agreement or such other documents as are necessary to
indicate  that all such payments are subject to such tax at a rate reduced by an
applicable tax treaty.

Following the execution of this Assignment and Acceptance,  it will be delivered
to the Agent,  together  with a  processing  and  recordation  fee of $3,500 for
acceptance by it and recording by the Agent  pursuant to Section  9.04(b) of the
Credit  Agreement,   effective  as  of  the  Assignment  Effective  Date  (which
Assignment  Effective Date shall be, unless otherwise agreed to by the Agent, at
least five Business Days after the execution of this Assignment and Acceptance).

Upon such  acceptance  and recording,  from and after the  Assignment  Effective
Date,  the Agent  shall make all  payments in respect of the  Assigned  Interest
(including  payments  of  principal,  interest,  fees and other  amounts) to the
Assignee,  whether such amounts have accrued prior to the  Assignment  Effective
Date or accrue subsequent to the Assignment Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments for periods prior to
the Assignment Effective Date by the Agent or with respect to the making of this
assignment directly between themselves.

 From and after the Assignment Effective Date, (i) the Assignee shall be a party
 to the Credit Agreement and, to the extent provided in (x) this Assignment and
 Acceptance and (y) Section 9.04 of the Credit Agreement, have the rights and
 obligations of a Lender thereunder and under the other Loan Documents and shall
 be bound by the provisions thereof, and (ii) the Assignor shall, to the extent
 provided in (x) this Assignment and Acceptance and (y) Section 9.04 of the
 Credit Agreement, relinquish its rights and be released from its obligations
 under the Credit Agreement; provided, that the Assignor hereby represents and
 warrants that the restrictions set forth in Section 9.04(b) of the Credit
 Agreement pertaining to the minimum amount of assignments have been satisfied.

<PAGE>


This  Assignment  and  Acceptance  shall be  construed  in  accordance  with and
governed by the laws of the State of New York,  without  regard to  conflicts of
laws principles and by federal law to the extent applicable.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Assignment  and
Acceptance to be executed by their  respective duly  authorized  officers on the
said Schedule I.

<PAGE>


               Schedule I to Assignment and Acceptance Respecting
                 the Credit Agreement, dated as of June 26, 2000
             among The Topps Company, Inc., Topps Enterprises, Inc.,
            the Lenders party thereto, together with their successors
               and assigns and The Chase Manhattan Bank, as Agent

Legal Name of Assignor:

Legal Name of Assignee:

Assignment Effective Date:

Principal Revolving Commitment Amount Assigned:      $__________

Revolving Commitment Percentage Assigned:             __________%

Principal Revolving Commitment Amount Retained:      $__________

Revolving Commitment Percentage Retained:             __________%

Face Amount of Letters of Credit Assigned:           $__________

Face Amount of Letters of Credit Retained:           $__________

ACCEPTED:

THE CHASE MANHATTAN BANK,
       as Agent                         ____________________________,
                                        as Assignor

By: __________________________          By: ________________________
Name:                                   Name:
Title:                                  Title:

                                        ____________________________,
                                        as Assignee

                                        By: _________________________
                                        Name:
                                        Title:



<PAGE>


CONSENT OF THE  BORROWER  to the extent  that the  Assignee  is not an  Eligible
Assignee or as required in Section  9.04(b)(ii)  of the Credit  Agreement  where
such  assignment  is not to a Lender  or an  Affiliate  of a Lender or is not an
assignment of the entire remaining amount of the assigning  Lender's  Commitment
or Loans


THE TOPPS COMPANY, INC.


By: __________________________
Name:
Title:

<PAGE>



                                    EXHIBIT B


                             COMPLIANCE CERTIFICATE


Reference is made to the Credit Agreement,  dated as of June 26, 2000, among the
Topps Company, Inc., as Borrower,  Topps Enterprises,  Inc., The Chase Manhattan
Bank, as Lender and Agent, and the other Lenders party thereto,  as the same may
have been amended, supplemented or otherwise modified (the "Credit Agreement").

The undersigned hereby certifies as follows:

1.   [To be included where  required  under Section  5.01(c)] The Borrower is in
     compliance with the financial  covenants  contained in the Credit Agreement
     as follows:

     [Insert  covenant  compliance  calculations  as set  forth on the  attached
     Schedule.

2.   [No Default has occurred or is continuing  under the Credit  Agreement or a
     Default has occurred and  [specifications of details thereof and any action
     taken or proposed to be taken with respect thereto]]; and

3.   [No Change in GAAP or the application  thereof has occurred since [____] or
     a change in GAAP or in the  application  thereof has occurred  since [____]
     and  [specifications  affecting  such  change on the  financial  statements
     accompanying such certificate]].


                             THE TOPPS COMPANY, INC.


                          By: _________________________
                          Title:



<PAGE>




                                    EXHIBIT C
                                    ---------

                           TOPPS ENTERPRISES GUARANTY
                           --------------------------


     THIS GUARANTY,  dated as of June 26, 2000  (together  with any  amendments,
restatements,  modifications  and  supplements,  this "Guaranty ") made by TOPPS
ENTERPRISES,  INC., a Delaware  corporation (the  "Guarantor"),  in favor of THE
CHASE  MANHATTAN  BANK, as agent (the  "Agent") for the lenders (the  "Lenders")
party to the Credit Agreement (as hereinafter  defined).  Capitalized  terms not
otherwise  defined herein shall have the meanings  assigned to such terms in the
Credit Agreement.

     WHEREAS, the Agent, the Lenders,  The Topps Company,  Inc. (the "Obligor"),
and the Guarantor  entered into a Credit  Agreement  dated as of the date hereof
(as 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 Credit Amendment and the transactions  contemplated  thereby, the
Guarantor has agreed to guaranty the payment of the obligations  owing under the
Credit Agreement.

     WHEREAS,  it is a condition  precedent to the  effectiveness  of the Credit
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,  (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  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
     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 of 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.

     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.

<PAGE>


     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
One Whitehall  Street,  New York,  New York  10004-2109  Attention of Mr. Warren
Friss (Telecopy No.  212-376-0621) 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.

     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.

<PAGE>


     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 its rights
or the rights of the Agent and the  Lenders  generally  in  connection  with the
Guaranty including, but not limited to, the reasonable fees and disbursements of
counsel for the Agent and the Lenders.

                          [Signature on Following Page]


<PAGE>


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

                                                TOPPS ENTERPRISES, INC.


                                                By:_____________________________
                                                Name:
                                                Title:



<PAGE>


                                    EXHIBIT D


                              REVOLVING CREDIT NOTE


$___________                                             New York, New York
                                                         ___________, _____




     FOR VALUE RECEIVED,  THE TOPPS COMPANY, INC., a corporation organized under
the laws of Delaware (the  "Borrower"),  hereby  promises to pay to the order of
__________________________________    (the    "Lender")   at   its   office   at
_________________ _______________________________, or at such other place as the
Lender  directs  in  writing,  the  principal  sum  of   _______________________
($__________)  or, if less, the then outstanding  amount loaned by the Lender to
the Borrower  pursuant to the Credit Agreement  (defined below), in lawful money
of the United  States of America  and in  immediately  available  funds,  on the
Maturity  Date (or sooner if  required  under the Credit  Agreement)  and in the
manner  provided in the Credit  Agreement.  The  Borrower  also  promises to pay
interest on the unpaid principal balance hereof,  for the period such balance is
outstanding,  at the said  office of the  Lender,  or at such other place as the
Lender directs in writing, in like money, at the rate(s) of interest as provided
in the Credit  Agreement  on the dates and in the manner  provided in the Credit
Agreement.

     The date and amount of each Loan (as defined in the Credit  Agreement) made
by the Lender to the Borrower  under the Credit  Agreement,  and each payment of
principal thereof, shall be recorded by the Lender on its books and prior to any
transfer of this Revolving Credit Note (or, at the discretion of the Lender,  at
any other  time),  endorsed by the Lender on  Schedule A attached  hereto or any
continuation  thereof;  provided however, that the failure of the Lender to make
such a notation  or any error  therein  shall not affect the  obligation  of the
Borrower  to repay the Loans  made by the Lender in  accordance  with the Credit
Agreement and this Revolving Credit Note.

     This is a promissory  note made pursuant to Section 2.09(e) of that certain
Credit Agreement dated as of June 26, 2000 (as amended, modified or supplemented
from  time  to  time,  the  "Credit  Agreement"),   among  the  Borrower,  Topps
Enterprises, Inc., the Agent (defined therein), and the "Lenders" party thereto,
and  evidences  the Loans made by the Lender  under the  Credit  Agreement.  All
capitalized  terms not defined  herein shall have the meanings  given to them in
the Credit Agreement.

     The Credit  Agreement  provides  for the  acceleration  of the  maturity of
principal upon the  occurrence of certain Events of Default and for  prepayments
on the terms and conditions specified therein.

<PAGE>



     The Borrower waives presentment,  notice of dishonor, protest and any other
notice or formality with respect to this Revolving Credit Note.

     The  Revolving  Credit  Note  is  subject  in all  respects  to the  Credit
Agreement,   including,   without  limitation,   the  interest  rate  limitation
provisions in Section 9.13 thereof.

     This  Revolving  Credit  Note shall be  governed  by, and  interpreted  and
construed in accordance with, the laws of the State of New York,  without regard
to conflicts of law principles.


                                        THE TOPPS COMPANY, INC.

                                        By: ______________________________
                                            Name:
                                            Title:


<PAGE>


                                   SCHEDULE A




                Amount      Amount of   Balance
Date            of Loan     Payment     Outstanding     Notation By
----            -------     ---------   -----------     -----------