Exhibit 10.23

EMPLOYMENTAGREEMENT
This EMPLOYMENT AGREEMENT is made and entered into as of the first day

of January, 2007, by and between The Topps Company, Inc., a Delaware corporation (the

"Company"), and Scott A. Silverstein ("Executive").

WHEREAS, the Company desires to continue to employ Executive and to enter into an agreement embodying the terms of suchcontinued employment (this "Agreement") and Executive desires to enter into this Agreement and to continue suchemployment, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuableconsideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree asfollows:
**Section 1.    Definitions.
"
Accrued Obligations
" shall mean (i) all accrued but unpaid Base Salary through the date of termination ofExecutive's employment hereunder; (ii) any unpaid or unreimbursed expenses incurred in accordance with Company policy, includingamounts due under Section 6 hereof to the extent incurred prior to termination of employment; (iii) any benefits provided under theCompany's employee benefit plans upon a termination of employment, in accordance with the terms therein; (iv) rights toindemnification by virtue of Executive's position as an officer or director of the Company or its subsidiaries and the benefits under anydirectors' and officers' liability insurance policy maintained by the Company, in accordance with its terms thereof; and, (v) payment foraccrued but unused vacation days.

"
Affiliate
" shall mean, as to any Person, any other Person that controls, is controlled by, or is under commoncontrol with, such Person.

"
Annual Bonus
" shall have the meaning set forth in Section 4(b) below.

"
Annual Bonus Stock
" shall have the meaning set forth in Section 4(b)(ii) below.

"
Average Annual Bonus
" shall mean the average of his Annual Bonus, if any (i.e., whether or not any suchbonus was earned), in each of the preceding three (3) fiscal years prior to the fiscal year in which a termination of employmentoccurs.

"
Base Salary
" shall mean the salary, and any increase thereof, provided for in Section 4(a) below.

"
Board
" shall mean the Board of Directors of the Company.

"
Cause
" shall mean Executive has (i) refused or repeatedly failed to perform the duties assigned to him; (ii)engaged in a willful or intentional act that has the effect of injuring the reputation or business of the Company in any material respect;(iii) continually or repeatedly been absent from the Company, unless due to serious illness or disability; (iv) used illegal drugs or beenimpaired due to other substances; (v) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense byExecutive; 
provided
, 
however
, that after indictment, the Company may suspend Executive from the rendition ofservices, but without limiting or modifying in any other way the Company's obligations under this Agreement;  (vi) committed an act ofgross misconduct, fraud, embezzlement or theft against the Company; (vii) engaged in any act of such extreme nature that theCompany determines to be grounds for immediate dismissal, including, but not limited to harassment of any nature; or(viii) violated a material company policy; 
provided
, 
however
, that following a Change in Control, a terminationfor Cause pursuant to clause (i) shall only be permitted if Executive's refusal or repeated failure to perform the duties assigned to himwas willful and deliberate on Executive's part or committed in bad faith or without reasonable belief that such refusal or failure was inthe best interests of the Company.  The determination of whether any conduct, action or failure to act on the part of any Executiveconstitutes Cause shall be made by the Board; provided, that, prior to any determination by the Board, the Executive shall be given theopportunity to meet with the Board, with the assistance of counsel, to show that Cause does not exist.

"
Change in Contro
l" shall have the meaning assigned to it in the Company's 2001 Stock Incentive Plan.

"
Change in Control Termination
" shall have the meaning set forth in Section 7(d)(ii) below.

"
Code
" shall mean the Internal Revenue Code of 1986, as amended.

"
Company
" except as otherwise expressly set forth herein, shall have the meaning set forth in the preamblehereto.

"
Disability
" shall mean shall mean Executive's absence from his duties with the Company on a full-time basisfor at least 180 consecutive days as a result of Executive's incapacity due to physical or mental illness with or without reasonableaccommodation.

"
Effective Date
" shall mean July 1, 2006.

"
Equity Agreements
" shall have the meaning set forth in Section 7(b)(iv) below.

"
Executive
" shall have the meaning set forth in the preamble hereto.

"
Good
Reason
" shall mean the occurrence of any of the following events, without Executive'sexpress written consent:

                                                2

the assignment to Executive of any duties which (A) constitute a material adverse change in Executive's position(s), duties orresponsibilities or (B) are not commensurate with Executive's position as set forth in Section 3(a) hereof; 
provided,
however
, that the fact that Executive's duties following a Change in Control are owed to a Successor or an affiliate of aSuccessor shall not in and of itself constitute a material adverse change in Executive's position(s), duties or responsibilities;

any reduction in Executive's Base Salary or Annual Bonus opportunity;

any relocation of the Company's principle executive offices that results in Executive being based more than fifty (50) miles from hiscurrent primary residence as of the Effective Date; or,

the failure of the Successor to (A) continue in effect any employee benefit plan or compensation plan in which Executive andExecutive's eligible dependants are participating immediately prior to a Change in Control, unless Executive is permitted to participatein other plans providing Executive with substantially equivalent benefits in the aggregate or (B) provide Executive with paid vacation inaccordance with the plans, practices, programs and policies of the Company and its affiliated companies in effect for Executiveimmediately prior to a Change in Control or as in effect generally at any time thereafter with respect to other peer executives of theCompany.

"
Non-Change in Control Termination
" shall have the meaning set forth in Section 7(d)(i) below.

"
Non-Renewal
Notice
" shall mean any timely notice given in accordance with Section 2 hereof (A) bythe Company or its Successor to Executive of its intention (i) not to extend the Term of Employment or (ii) to extend the Term ofEmployment on terms and conditions that are not at least as favorable as the terms and conditions set forth in this Agreement, or (B) byExecutive to the Company or its Successor of Executive's intention not to extend the Term of Employment, as applicable.

"
Person
" shall mean any individual, corporation, partnership, limited liability company, joint venture,association, joint-stock company, trust (charitable or non-charitable), unincorporated organization or other form of business entity.

"
Restricted
Period
" shall mean the period commencing on the Effective Date and ending on the (i)twelve (12) month anniversary of Executive's termination of employment, in the case of a Non-Change in Control Termination that doesnot follow a Non-Renewal Notice, (ii) nine (9) month anniversary of Executive's termination of employment, in the case of a Non-Change in Control Termination that follows a Non-Renewal Notice, or (iii) six (6) month anniversary of Executive's termination ofemployment, in the case of any Change in Control Termination.

"
Severance
Plan
" shall mean The Topps Company, Inc. Executive Severance Plan, amended andrestated as of June 30, 2005.

                                                3
"
Severance Term
" shall mean the (i) eighteen (18) month period following the date of Executive's terminationof employment hereunder, in the case of any Change in Control Termination, or in the case of a Non-Change in Control Terminationthat does not result from a Non-Renewal Notice, or (ii) twelve (12) month period following the date of Executive's termination ofemployment, in the case of a Non-Change in Control Termination that does result from a Non-Renewal Notice.

"
Successor
" shall mean the Company's successor in interest or other entity acquiring control of the Companyor its assets as a result of a Change in Control.

"
Successor Compensation Committee
" shall mean the Compensation Committee of the Board of Directors ofthe Successor; 
provided,
however
, that if the Successor does not have a Compensation Committee,"Successor Compensation Committee" shall refer to such entity's full Board of Directors or similar governing body.

"
Term of Employment
" shall mean the period specified in Section 2 below.

"
Total Payments
" shall mean any payment or benefit received or to be received by the Executive, whetherpursuant to the terms of this Agreement or any other plan, arrangement or agreement, including any such payment or benefit receivedor to be received in connection with (A) a Change in Control, (B) the termination of the Executive's employment with the Company, or(C) the vesting or acceleration of vesting of any stock option or other form of equity or non-equity based compensation.
**Section 2.    Acceptance and Term of Employment.
The Company agrees to continue to employ Executive and Executive agrees to continue to servethe Company on the terms and conditions set forth herein. The Term of Employment shall commence on the Effective Date and shallcontinue for a period of three years from such date, unless Executive is earlier terminated pursuant toSection 7 hereof; provided, however, that the Term of Employment shall automatically be extended without further action ofeither party for successive additional periods of one year, unless a Non-Renewal Notice has been given byeither party to the other party at least ninety (90) daysprior to the expiration of the then effective Term of Employment (the "Expiration Date").  Notwithstanding anything containedherein to the contrary, unless Executive and the Company have agreed to extend the Term of Employment on different terms prior tothe Expiration Date, any such Non-Renewal Notice given by the Company shall be treated as a termination by the Company withoutCause, effective as of the Expiration Date, and Executive shall be entitled to the applicable benefits set forth in Section 7(d)(i) or (ii)below, and any such Non-Renewal Notice given by Executive shall be treated as a termination by Executive without Good Reason,effective as of the Expiration Date, and Executive shall be entitled to the benefits set forth in Section 7(f) below.
**Section 3.    Position, Duties and Responsibilities; Place of Performance.

                                                4
During the Term of Employment, Executive shall be employed and serve as the President and Chief Operating Officer of theCompany (together with such other position or positions consistent with Executive's title as the Board shall specify from time to time)and shall have such duties typically associated with such title. Subject to the foregoing, Executive also agrees to serve as an officerand/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additionalcompensation.  

Subject to the terms and conditions set forth in this Agreement, Executive shall devote his full business time, attention, and effortsto the performance of his duties under this Agreement and shall not engage in 
any 
other business oroccupation during the Term of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Companyor its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with theexercise of his judgment in the Company's best interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from(i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards (or their equivalents inthe case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities andcommunity affairs, and (iii) subject to the terms and conditions set forth in Section 8 hereof, managing his personal investments andaffairs; 
provided,
however
, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Executive so as notto materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Executive's principal place of employment shall be at the Company's headquarters in New York, New York, although Executiveunderstands and agrees that he may be required to travel from time to time in the connection with his performance of dutieshereunder.
**Section 4.    Compensation.  During the Term of Employment, Executive shall be entitled to the following compensation:
Base Salary
. Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practicesof the Company, of not less than $420,000, subject to increase, if any, as may be approved in writing by the Board, but not to decreasefrom the then current Base Salary. Executive's Base Salary shall be reviewed annually by the Compensation Committee of the Board(the "Committee") for increase, but any such increase shall be in the sole discretion of the Committee.

Annual Bonus
. Executive shall be eligible to receive a performance bonus (the "
Annual Bonus"
) foreach fiscal year during the Term of Employment under the terms and conditions of the Company's annual bonus plan established forthe Company's employees for such fiscal year.  The target Annual Bonus opportunity for any year shall be equal to forty-five percent(45%)
of Base Salary, or such higher percentage of Base Salary, not exceeding ninety percent(90%), as is set from time to time by the Compensation Committee in its reasonable discretion, after considering the target bonus levelsset for the Company's other senior executive officers below the level of Chief Executive Officer (the "Target Bonus").  Theactual amount of the Executive's Annual Bonus for each year shall be determined by the Compensation Committee in good faith on thebasis of actual performance against performance criteria established in accordance with the Company's annual bonus plan andotherwise generally applicable to the Company's other senior executives.  The actual amount of the Annual Bonus may be higher orlower than the Executive's Target Bonus and shall be payable as follows:
                                                5

with respect to eighty percent (80%) of the Annual Bonus, in cash, payable at the same time as bonuses are paid to theCompany's other senior executives, but in no event later than the date which is two and one-half (2 1/2
)**
months following the end of the fiscal year to which such Annual Bonus relates (the "Bonus Payment Date");and,

with respect to twenty percent (20%) of the Annual Bonus in shares of "Restricted Stock" (as defined in the Company's2001 Stock Incentive Plan) pursuant to the terms and conditions set forth in such plan and a restricted stock agreement, such that thenumber of shares of Restricted Stock granted to Executive multiplied by the "Fair Market Value" (as defined in theCompany's 2001 Stock Incentive Plan) of each share of Restricted Stock on the Bonus Payment Date equals twenty percent (20%) ofthe Annual Bonus ("Annual Bonus Stock").

The Board and/or the Committee shall make all determinations regarding the Annual Bonus in good faith, and such determinationsshall be final and binding.
**Section 5.    Executive Benefits.

During the Term of Employment, Executive shall continue to receive the perquisites and benefits he was receiving prior to theEffective Date, including a car allowance of not less than $8,000 per calendar year (or such higher amount provided to other seniorexecutives of the Company), paid quarterly and participation in the officers' medical plan, and shall be entitled to participate in health,insurance, retirement and other perquisites and benefits consistent with, but in no event less than, the perquisites and benefits providedto other senior executives of the Company that are made available from time to time. Executive shall also be entitled to the samenumber of holidays, vacation and sick days as are generally allowed to senior executives of the Company in accordance with Companypolicies in effect from time to time.
**Section 6.    Reimbursement of Business Expenses**.**
Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under thisAgreement and the Company shall promptly reimburse him for all such reasonable business expenses incurred in connection withcarrying out the business of the Company, subject to documentation in accordance with the Company's policy, as in effect from time totime.  Notwithstanding any provision contained herein to the contrary, the Executive shall be entitled to fly business or first class andreceive reimbursement from the Company for such costs in the event that the Executive's airplane travel on Company businessinvolves a transcontinental flight within the United States or a flight outside of the United States.  In addition, the Company shallreimburse the actual reasonable and customary attorney's fees and disbursements incurred by the Executive with respect to the reviewand negotiation of this Agreement, not to exceed an amount equal to $8,000.00.

                                                6
**Section 7.    Termination of Employment**.General
. The Term of Employment shall terminate upon the earliest to occur of (i)
Executive's death, (ii) atermination by reason of a Disability, (iii) a termination by the Company with or without Cause, or (iv) a termination by Executive with orwithout Good Reason. Upon any termination of Executive's employment for any reason, except as may otherwise be requested by theCompany in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committeememberships or any other positions Executive holds with the Company or any of its subsidiaries or Affiliates.

Termination due to Death or Disability
. Executive's employment shall terminate automatically upon his death. TheCompany may terminate Executive's employment at any time on or after the date that Executive's incapacity has continued for a periodthat satisfies the requirements of a Disability, such termination to be effective upon Executive's receipt of written notice of suchtermination. In the event Executive's employment is terminated due to his death or Disability, Executive or his estate or hisbeneficiaries, as the case may be, shall be entitled to:
the Accrued Obligations; 

any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, suchamount to be paid at the same time it would otherwise be paid to Executive had no such termination occurred;

a pro rata Annual Bonus (determined using the Annual Bonus paid or payable for the immediately prior fiscal year) based on thenumber of days elapsed from the commencement of the fiscal year in which the termination occurs through and including the date ofsuch termination, such amount to be paid within five (5) business days of such termination;

vesting in all options, shares of restricted stock or other equity compensation held by the Executive in accordance with the plansand grant agreements governing the terms and conditions of such options, shares of restricted stock and other equity compensationheld by the Executive (collectively, the "Equity Agreements"); 
provided
, 
however
, that, notwithstandinganything contained herein, or in any Equity Agreement, to the contrary, any outstanding shares of Annual Bonus Stock, whether issuedpursuant to Section 4(b)(ii) above, or issued as part of the Company's annual bonus plan prior to the date hereof, shall become fullyvested and exercisable, and all restrictions on such shares of Annual Bonus Stock shall lapse; and,

continuation of the health benefits provided to Executive and his covered dependants, as applicable under the Company's healthplans in effect as of the date of termination, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, asamended ("COBRA"), at the expense of the Executive, or his estate or beneficiaries, as the case may be.

                                                7
Except as set forth in this Section 7(b), following Executive's termination by reason of his death or Disability, Executive shall haveno further rights to any compensation or any other benefits under this Agreement.
Termination by the Company for Cause
.
A termination for Cause shall not take effect unless the provisions of this subsection (i) are complied with. Executive shall be givennot less than fifteen (15) days written notice by the Board of its intention to terminate his employment for Cause, such notice to state indetail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause isbased. Executive shall have fifteen (15) days after the date that such written notice has been given to Executive in which to cure suchact or acts or failure or failures to act, to the extent such cure is possible. If he fails to cure such act or acts or failure or failures to act,the termination shall be effective on the date immediately following the expiration of the fifteen (15) day notice period. If cure is notpossible, the termination shall be effective on the date of receipt of such notice by Executive. During any cure period providedhereunder, the Board may, in its sole and absolute discretion, prohibit Executive from entering the premises of the Company (or anysubsidiary thereof) or otherwise performing his duties hereunder, and any such prohibition shall in no event constitute an eventpursuant to which Executive may terminate employment with Good Reason.

In the event the Company terminates Executive's employment for Cause, he shall be entitled only to the Accrued Obligations.Following such termination of Executive's employment for Cause, except as set forth in this Section 7(c)(ii), Executive shall have nofurther rights to any compensation or any other benefits under this Agreement.

Termination by the Company without Cause or by Executive with Good Reason
. The Company may terminate Executive'semployment at any time without Cause, effective upon Executive's receipt of written notice of such termination. Executive mayterminate his employment with Good Reason by providing the Company fifteen (15) days' written notice setting forth with reasonablespecificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty(60) days of the occurrence of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable),and if not cured within such period, Executive's termination will be effective upon the date immediately following the expiration of thefifteen (15) day notice period.
Non-Change in Control Termination
. In the event (x) Executive's employment is terminated by the Company withoutCause (other than due to death or Disability) or Executive terminates his employment with Good Reason, and, in either case, suchtermination is prior to, and not in connection with or within two years after, a Change in Control, or (y) the Company gives a Non-Renewal Notice prior to, and not in connection with or within two years after, a Change in Control, and the then current Term ofEmployment has expired following such notification (either of which shall be referred to as a "Non-Change in ControlTermination"), Executive shall be entitled to:

                                                8
the Accrued Obligations;

any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date ofsuch termination, such amount to be paid at the same time it would otherwise be paid to Executive had no such termination occurred;
a pro-rata portion of the Annual Bonus for the then current fiscal year based on the Annual Bonus that would have been paid toExecutive if his employment had continued, and based on the number of days elapsed from the commencement of the fiscal year inwhich the termination occurs through and including the effective date of such termination, such amount to be determined and paid, incash, at the same time it would otherwise be determined and paid had no such termination occurred, 
provided
,
however
, that, notwithstanding the above, in the event the effective date of Executive's termination of employment occurs priorto the six month anniversary of the commencement of the then current fiscal year, such pro-rata portion of the Annual Bonus shall notbe paid;

an amount equal to: 
in the case of a termination that does not follow a Non-Renewal Notice, one and one-half (1-1/2) times the sum of (A) his thencurrent Base Salary and (B)
the Average Annual Bonus; or 

in the case of a termination that follows a Non-Renewal Notice, one (1) times the sum of (A) his then current Base Salary and (B)the Average Annual Bonus, 

such amount to be payable over the Severance Term, and in accordance with the Company's regular payroll practices,commencing  as soon as permitted under section 409A of the Code; and,

continuation, during the Severance Term, of the health benefits provided to Executive and his covered dependants under theCompany's health plans in effect as of the date of such termination, in accordance with COBRA, it being understood and agreed that(A) the Company shall pay the total cost of such health benefits so long as Executive timely elects, and remains eligible, to receive suchcontinuation coverage pursuant to COBRA, 
plus
 the difference between what the insurance plan pays and the providercharges, except that no such differential shall be paid with respect to "Prescription Drugs," "ExperimentalProcedures," "Cosmetic Procedures," "Athletic Aids" and some forms of "Alternative Medicine"(Executive to inquire before having the service) (as such terms are defined in the Blue Care PPO Plan (Group 052024)
                                                9

of Blue Cross of Northeastern PA and as amended from time to time by Blue Cross of Northeastern PA or succeeding providers of the Company'smedical insurance), and (B) notwithstanding the foregoing, the Company's obligation to provide such continuation of benefits andadditional coverage shall terminate prior to the expiration of the Severance Term in the event that Executive is no longer eligible toreceive such benefits under COBRA; and,
vesting in all options, shares of restricted stock or other equity compensation held by the Executive in accordance with the EquityAgreements; 
provided
, 
however
, that, notwithstanding anything contained herein, or in any Equity Agreement, to thecontrary, any outstanding shares of Annual Bonus Stock, whether issued pursuant to Section 4(b)(ii) above, or issued as part of theCompany's annual bonus plan prior to the date hereof, shall become fully vested and exercisable, and all restrictions on such shares ofAnnual Bonus Stock shall lapse.

Notwithstanding the foregoing, the payments and benefits described in subsections (B), (C) and (D) above shall immediately cease,and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provisionof Section 8 hereof.

Following such Non-Change in Control Termination, except as set forth in this Section 7(d)(i), Executive shall have no further rightsto any compensation or any other benefits under this Agreement.

Change in Control Termination
. In the event (x) Executive's employment is terminated by the Company or a Successorwithout Cause (other than due to death or Disability) or by Executive with Good Reason, in either case, in connection with a Change inControl or within two years following a Change in Control or (y) the Company or its Successor gives a Non-Renewal Notice during thetwo year period following a Change in Control, and the then current Term of Employment has expired following such notification (eitherof which shall be referred to as a "Change in Control Termination"), Executive shall be entitled to:
the Accrued Obligations;

any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, suchamount to be paid at the same time it would otherwise be paid to Executive had no such termination occurred;

a pro-rata portion of the Annual Bonus for the then current fiscal year based on the Annual Bonus that would have been paid toExecutive if his employment had continued, and based on the number of days elapsed from the commencement of the fiscal year inwhich the termination occurs through and including the effective
                                                10

date of such termination, such amount to be determined and paid, incash, at the same time it would otherwise be determined and paid had no such termination occurred, provided,however, that, notwithstanding the above, in the event the effective date of Executive's termination of employment occurs priorto the six month anniversary of the commencement of the then current fiscal year, such pro-rata portion of the Annual Bonus shall notbe paid;
a lump sum payment equal to two (2) times the sum of (x) Executive's Base Salary (determined as of the date of termination) and(y) Executive's highest Annual Bonus paid or payable with respect to any of the last three (3) fiscal years of the Company that endedimmediately prior to the date of termination;

continuation, during the Severance Term, of the health benefits provided to Executive and his covered dependants under theCompany's health plans in effect as of the date of such termination, in accordance with COBRA, it being understood and agreed that(A) the Company shall pay the total cost of such health benefits so long as Executive timely elects, and remains eligible, to receive suchcontinuation coverage pursuant to COBRA, 
plus
 the difference between what the insurance plan pays and the providercharges, except that no such differential shall be paid with respect to "Prescription Drugs," "ExperimentalProcedures," "Cosmetic Procedures," "Athletic Aids" and some forms of "Alternative Medicine"(Executive to inquire before having the service) (as such terms are defined in the Blue Care PPO Plan (Group 052024) of Blue Cross ofNortheastern PA and as amended from time to time by Blue Cross of Northeastern PA or succeeding providers of the Company'smedical insurance), and (B) notwithstanding the foregoing, the Company's obligation to provide such continuation of benefits andadditional coverage shall terminate prior to the expiration of the Severance Term in the event that Executive is no longer eligible toreceive such benefits under COBRA; and,

vesting in all options, shares of restricted stock or other equity compensation held by the Executive in accordance with the EquityAgreements; 
provided
, 
however
, that, notwithstanding anything contained herein, or in any Equity Agreement, to thecontrary, any outstanding shares of Annual Bonus Stock, whether issued pursuant to Section 4(b)(ii) above, or issued as part of theCompany's annual bonus plan prior to the date hereof, shall become fully vested and exercisable, and all restrictions on such shares ofAnnual Bonus Stock shall lapse.

Notwithstanding the foregoing, if at any time during the Restricted Period, Executive breaches any provision of Section 8 hereof,the Company shall have no further obligations to Executive
                                                11

with respect to the payments and benefits described in subsections (B), (C) and (D) above.

Following such Change in Control Termination, except as set forth in this Section 7(d)(ii), Executive shall have no further rights toany compensation or any other benefits under this Agreement.

Termination by Executive without Good Reason
. Executive may terminate his employment without Good Reason at anytime before or after a Change in Control by providing the Company ninety (90) days' written notice of such termination, except wherethe Company or a Successor has already provided Executive with a notice of non-renewal in accordance with Section 2 above. In theevent of a termination of employment by Executive under this Section 7(e), Executive shall be entitled only to the Accrued Obligations.In the event of termination of Executive's employment under this Section 7(e), the Company may, in its sole and absolute discretion, bywritten notice accelerate such date of termination and still have it treated as a termination without Good Reason. Following suchtermination of Executive's employment by Executive without Good Reason, except as set forth in this Section 7(e), Executive shall haveno further rights to any compensation or any other benefits under this Agreement.

Expiration of the Term of Employment Following Delivery of Non-Renewal Notice by Executive.
  If Executive gives a Non-Renewal Notice to the Company, Executive's employment shall terminate upon the close of business of the last day of the Term ofEmployment.  Upon such expiration of the Term of Employment, Executive shall be entitled to:

The Accrued Obligations; and

Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, suchamount to be paid at the same time it would otherwise be paid to Executive had no such termination occurred.

Following such termination of Executive's employment upon expiration of the Term of Employment, except as set forth in Section7(d)(i) and (ii) above, and this Section 7(f) , Executive shall have no further rights to any compensation or any other benefits under thisAgreement.

If, notwithstanding this Section 7(f), Executive's employment with the Company continues beyond the expiration of the Term ofEmployment, then unless otherwise expressly agreed to by the parties, Executive shall be considered an "at-will" employeeand shall not be entitled to any payments or benefits under this Agreement upon any subsequent termination of employment for anyreason whatsoever, it being agreed, however, that the provisions of  Section 8 below shall continue to apply in accordance with theirterms.

Release
. Notwithstanding any provision herein to the contrary, payment of any amount or provision of any benefitpursuant to subsection (d) or (f) of this Section 7 (other than the Accrued Obligations), shall be contingent upon Executive's havingexecuted a general
                                                12

release in favor of the Company and its subsidiaries and related parties substantially in the form of Exhibit A hereto,and any waiting periods contained in such release having expired. **Section 8.    Restrictive Covenants.
Confidentiality
. Except as may be required by law or legal process, Executive shall not at any time during the course of hisemployment or after the date of termination, disclose to any person or entity or use any information not in the public domain or generallyknown in the industry that the Company treats as confidential or proprietary, in any form, acquired by Executive while employed by theCompany or any predecessor to the Company's business or, if acquired following the date of termination, such information which, toExecutive's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to theCompany or any of its subsidiaries or affiliates, including but not limited to information regarding clients, customers, investors, vendors,suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists,know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with anyof the Company's products or services), business plans, code books, invoices and other financial statements, computer programs,software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists,correspondence, internal reports, personnel files, sales and advertising material or any other compilation of information, written orunwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. Executive agrees andacknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusiveproperty of the Company, and upon the date of termination, Executive shall return to the Company the originals and all copies of anysuch information provided to or acquired by Executive in connection with the performance of his duties for the Company, and shallreturn to the Company all files, correspondence and/or other communications received, maintained and/or originated by Executiveduring the course of his employment.

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Non-Compete
. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Companyand its affiliates and accordingly agrees that during the Restricted Period, Executive shall not, directly or indirectly, whether as anemployee, consultant, owner, shareholder, partner, member or otherwise, (i) engage in any business for his own account of the typeperformed by the Company relating to (1) trading cards, (2) confectionary products, (3) collectible strategy games, or any otherbusinesses that the Company is engaged in, or that the Board has approved plans to engage in, at the time of Executive's termination,in the geographic areas where the Company is actively doing business or soliciting business at the time of Executive's termination("Competitive Business"); (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business;or (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business.Notwithstanding anything contained herein to the contrary, Executive may, directly or indirectly own, solely as an investment, securitiesof any person engaged a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-countermarket if he (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly orindirectly, own 5% or more of any class of securities of such person.

Non-Solicitation
. During the Restricted Period, Executive shall not, whether for his own account or for the account of anyother individual, partnership, firm, corporation or other business organization, directly or indirectly: (i) attempt to influence, persuade orinduce, or assist any other person in so persuading or inducing, any person who during the most recent six month period was anemployee of the Company to give up, or to not commence, employment or a business relationship with the Company; or (ii) solicit orretain as an employee or independent contractor, or assist any third party in the solicitation or retention as an employee or independentcontractor, any person who during the most recent six month period was an employee of the Company or any of its subsidiaries oraffiliates; 
provided, however
, that activities engaged in by or on behalf of the Company are not restricted by thiscovenant.

Non-Disparagement
. Executive agrees that he will make no disparaging or defamatory comments regarding the Companyor its directors, officers, shareholders or employees in any respect or make any comments concerning any aspect of Executive'srelationship with the Company or the conduct or events which precipitated Executive's termination of employment from the Company.The obligations of Executive under this Section 9(d) shall not apply to disclosures required by applicable law, regulation or order of acourt or governmental agency.  

Acknowledgment
: In consideration for the benefits provided under this Agreement, Executive acknowledges and confirmsthat (i) the restrictive covenants contained in this Section 8 are reasonably necessary to protect the legitimate business interests of theCompany, and (ii) the restrictions contained in this Section 8 (including without limitation the length of the term of the provisions of thisSection 8) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. Executivefurther acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Section 8will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will notimpair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtainincome required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. Executiveacknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company seriousinjury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company inviolation of the terms of this Section 8. Executive further acknowledges that the restrictions contained in this Section 8 are intended tobe, and shall be, for the benefit of and shall be enforceable by, the Company's successors and assigns.

Reformation by the Court or Arbitrator
: In the event that a court of competent jurisdiction or arbitrator shall determine thatany provision of this Section 8 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as toenforcement of this Section 8 within the jurisdiction of such court or arbitrator, such provision shall be interpreted and enforced as if itprovided for the maximum restriction permitted under such governing law.

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Injunction
: It is recognized and hereby acknowledged by the parties hereto that a breach by Executive of any of thecovenants contained in this Section 8 will cause irreparable harm and damage to the Company, the monetary amount of which may bevirtually impossible to ascertain. As a result, Executive recognizes and hereby acknowledges that the Company shall be entitled to aninjunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in thisSection 8 by Executive or any of his affiliates, associates, partners or agents, either directly or indirectly, and that such right toinjunction shall be cumulative and in addition to whatever other remedies the Company may possess.
**Section 9.    Representations and Warranties of Executive**.**
Executive represents and warrants to the Company that:
Executive's employment will not conflict with or result in his breach of any agreement to which he is a party or otherwise may bebound;

Executive has not violated, and in connection with his employment with the Company will not violate, any non-solicitation, non-competition or other similar covenant or agreement of a prior employer by which he is or may be bound; and

In connection with Executive's employment with the Company, he will not use any confidential or proprietary information that hemay have obtained in connection with employment with any prior employer.
**Section 10.    Indemnification

Subject to the terms and conditions of the Articles of Association and By-Laws of the Company (in each case, as in effect from timeto time), the Company agrees to indemnify and hold Executive harmless to the fullest extent permitted by the laws of the State ofDelaware, as in effect at the time of the subject act or omission. In connection therewith, Executive shall be entitled to the protection ofany insurance policies which the Company elects to maintain generally for the benefit of the Company's directors and officers, againstall costs, charges and expenses whatsoever incurred or sustained by Executive in connection with any action, suit or proceeding towhich he may be made a party by reason of his being or having been a director, officer or employee of the Company. This provisionshall survive any termination of Executive's employment hereunder.
**Section 11.    Taxes.

The Company shall withhold from any payments made under this Agreement all applicable taxes, including but not limited toincome, employment and social insurance taxes, as shall be required by law. Executive acknowledges and represents that theCompany has not provided any tax advice to him in connection with this Agreement and that he has been advised by the Company toseek tax advice from his own tax advisors regarding this Agreement and payments that may be made to him pursuant to thisAgreement, including specifically, the application of the provisions of Section 409A of the Code to such payments.
**Section 12.    No Mitigation; No Set Off.

The Company's obligation to pay Executive the amounts provided and to make
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the arrangements provided hereunder shall notbe subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its Affiliates. Executive shall not berequired to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment or otherwise andthe amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result ofExecutive's other employment or otherwise.
**Section 13.    Delay in Payment.

Notwithstanding any provision in this Agreement to the contrary, any payment otherwise required to be made hereunder toExecutive at any date as a result of the termination of Executive's employment, other than on account of death, shall be delayed for aperiod of six months following such termination of employment so as to meet the requirements of section 409A(a)(2)(B)(i) of the Code.On the first day that follows the expiration of such six month period, there shall be paid to Executive, in a single cash lump sum, allamounts that were due to have been paid to the Executive prior to such date upon the applicable termination of employment, and thebalance of any remaining payments shall continue to be paid when due.
**Section 14.    Successors and Assigns.The Company
, This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by theCompany to, any purchaser of all or substantially all of the Company's business or assets or any successor to the Company (whetherdirect or indirect, by purchase, merger, consolidation or otherwise). The Company will require in a writing delivered to Executive anysuch purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such purchase, succession or assignment had taken place. The Companymay make no other assignment of this Agreement or its obligations hereunder.

Executive
. Executive's rights and obligations under this Agreement shall not be transferable by Executive by assignmentor otherwise, without the prior written consent of the Company; 
provided,
however
, that if Executive shall die, allamounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive's devisee,legatee or other designee or, if there be no such designee, to Executive's estate.
**Section 15.    Waiver and Amendments.

Any waiver, alteration, amendment or modification of any of the terms of this Agreement shall be valid only if made inwriting and signed by each of the parties hereto; provided,however, that any such waiver, alteration, amendment ormodification is consented to on the Company's behalf by the Board. No waiver by either of the parties hereto of their rights hereundershall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiverspecifically states that it is to be construed as a continuing waiver.

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**Section 16.    Severability**.**
If any covenants or other provisions of this Agreement are found to be invalid or unenforceable by a final determination of acourt of competent jurisdiction or arbitrator: (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid orunenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comesclosest to expressing the intention of the invalid or unenforceable term or provision hereof.
**Section 17.    Governing Law/Arbitration**.**
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATEOF NEW YORK (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTSMADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.  Any disagreement or controversy arising out of or relating tothis Agreement shall be submitted for resolution in arbitration in accordance with the National Rules for the Resolution of EmploymentDisputes of the American Arbitration Association.  The arbitration shall be held in the borough of Manhattan, New York, before a singlearbitrator.  In the event that any such arbitration is instituted by Executive or the Company, the party that does not prevail in such actionshall pay all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with suchaction.
**Section 18.    Notices.
Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to theparty for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the otherparty as herein provided, provided that, unless and until some other address be so designated, all notices or communications byExecutive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices orcommunications by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive's lastknown address, as reflected in the Company's records.

Any notice so addressed shall be deemed to be given: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by courieror by overnight mail, on the first business day following the date of such mailing; and (iii) if mailed by registered or certified mall, on thethird business day after the date of such mailing.
**Section 19.    Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemedto constitute a part thereof, affect the meaning or interpretation of this Agreement or of any term or provisionhereof.
**Section 20.    Entire Agreement.

Except with respect to any Equity Agreements, this Agreement constitutes the
                                                17

entire understanding and agreement of theparties hereto regarding the employment of Executive. This Agreement supersedes all prior negotiations, discussions, correspondence,communications, understandings and agreements between the parties relating to the subject matter of this Agreement, including, butnot limited to, Executive's eligibility under the Severance Plan which shall be withdrawn as of the Effective Date.
**Section 21.    Survival.

The respective rights and obligations of the Parties hereunder shall survive any termination of Executive's employment to theextent necessary to give effect and preserve such rights and obligations.
**Section 22.    Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of whichtogether shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.
**Section 23.    Modified Tax Cut Back.
Notwithstanding any other provision of this Agreement or of any other plan, arrangement or agreement to the contrary, if the TotalPayments would be subject (in whole or in part) to an excise tax under Section 4999 of the Code (the "Excise Tax"), thenthe cash portion of the Total Payments shall first be reduced, and the non-cash portion of the Total Payments shall thereafter bereduced, if and to the extent necessary, to the highest amount that can be paid without any portion of the Total Payments becomingsubject to the Excise Tax. Notwithstanding the preceding sentence, no such reduction shall be required unless the net amount of suchTotal Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced TotalPayments), is greater than or equal to the net amount of such Total Payments that would have resulted had no such reduction beeneffected but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of ExciseTax to which the Executive would be subject in respect of such unreduced Total Payments.  

Unless the Company and the Executive mutually agree to the appointment of an independent certified public accounting firm, thepublic accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the"Accountants"), shall, at the Company's expense, promptly determine whether the cut-back described in Section 23(a)above should apply and the manner in which such cut-back should be implemented.  Such determination shall be conclusive andbinding upon the Executive and the Company for all purposes.

For purposes of determining whether the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax:

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any portion of the Total Payments that the Executive has waived the receipt or enjoyment of, at such time and in such manner asnot to constitute a "payment" within the meaning of Section 280G(b) of the Code, shall not be taken into account;

any portion of the Total Payments that does not constitute a "parachute payment" within the meaning of Section280G(b)(2) of the Code, in the opinion of the Accountants, shall not be taken into account; and,

the Accountants shall determine the value of any non-cash benefit or any deferred payment or benefit included in the TotalPayments in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

For purposes of this Section 23, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federalincome taxation in the calendar year in which the applicable Total Payment is to be made and state and local income taxes at thehighest marginal rate of taxation in the state and locality of the Executive's residence in the calendar year in which the applicable TotalPayment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such stateand local taxes.

 [Signatures to appear on the following page.]

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

THE TOPPS COMPANY, INC.

 

 

_/s/ William G. O'Connor__     _  

By:  William G. O'Connor	

Title:  Vice President - Administration

 

SCOTT A. SILVERSTEIN

__/s/ Scott A. Silverstein  _______

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**EXHIBIT A**************************************************