Sample Business Contracts

Memo Agreement - Topps Co. Inc. and Major League Baseball Players Association

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                            THE TOPPS COMPANY, INC.
                 One Whitehall Street, New York, NY 10004-21109
        (212) 376-0440 Fax: (212) 376-0626 email:


July 14, 2005

Via Facsimile

Mr. Evan Kaplan
Major League Baseball Players Association
12 East 49th Street
New York, NY  10017

Dear Evan:

     This is to confirm that the attached Discussion Outline accurately reflects
the material terms that we have agreed upon in connection with MLBPA's  decision
to have two  baseball  licensees  for  cards  for the  next  four  years.  As we
discussed,  these terms only apply if there are no more than two  licensees  for
the next four years and the other  licensee  does not have more releases than we
do. As you  requested,  I have  initialed  each page.  Please  acknowledge  your
agreement by initialing this letter and the attached pages as well.

     Of course,  this is subject to our  execution  of a more formal  agreement.
Please call me if you have any questions.

     Best Regards.


                                                /s/ Warren E. Friss
                                                    Warren E. Friss

cc. Scott Silverstein


                               DISCUSSION OUTLINE


TERM: 4 years (2006-2009)

     FINANCIAL COMMITMENT (includes SportsClix,  eTopps, and Hot Button Baseball
     or new kid-oriented products, as approved by MLBPA, which would replace any
     of the aforementioned products, at their respective royalty rates)

          2006: $[*****] guarantee // [*****]% royalty rate

          2007: $[*****]guarantee // [*****]% royalty rate

          2008: $[*****]guarantee // [*****]% royalty rate

          2009: $[*****]guarantee // [*****]% royalty rate


          2006-2007:  No more  than 20  total  Major  League  baseball  releases
               (including two retired player products)

          2008-2009:  No more  than 17  total  Major  League  baseball  releases
               (including two retired player product)

          **SportsClix,  eTopps,  Hot  Button  Baseball,  Topps  Box sets or new
               kid-oriented products, as approved by MLBPA, do not count against
               minimum releases.

          **   It is the intention of the MLBPA and Topps that there will not be
               more than 40 baseball  releases  per year  2006-2007  and no more
               than 34 per year 2008-2009  between Topps and its  MLBPA-licensed

          Retired  player  content  may be  included in up to 1/3 of total Major
          League Baseball  releases with no more than 20% retired player content
          in each (not  applicable  to the retired  player  products).  Products
          including  current  players must feature  MLBPA members as the primary
          message on packaging,  marketing materials, etc. Topps may prominently
          feature iconic retired  baseball  players (ex: Mickey Mantle) in up to
          three annual releases.

          Compliance with MLBPA guidelines  applicable to all licensees in order
          to serve the best interests of the category, which include but are not
          limited to:

     -    Policies   governing  the   acquisition  of  game-used   articles  and

     -    Rookie  regulations  and rookie  logo usage (as  mutually  agreed upon
          regarding design, size and placement of logo)

     -    Player exclusive  agreements  (currently  limited to 3 in any calendar
          year)   for    autographs,    game-used    materials    and   featured

     -    Prohibition on interfering with competitor's player relationships

          Prospects  (non-25 man roster  players) may only be included in Bowman
          releases  in a  mutually  approved  manner  to  ensure  they  are  not
          perceived  as  Rookies.  Bowman  will be  granted,  for 2006 only,  an
          exclusive  30-day  window  prior  to the  release  of any  competitive
          products containing MLB rookies.

     Products for each new calendar  year may not release prior to February 1 of
     that year.


*****  Denotes  information  subject to a request for  request for  confidential



     Licensee Marketing Commitment (paid to MLBPA for uses listed below):

          2006: $[*****]        2008: $[*****]

          2007: $[*****]        2009: $[*****]

     **   Required  expenditures for any competing  licensee will be equal to or
          greater than those listed herein

     1.   MLBPA Cooperative Category Advertising Fund ($[*****]/yr2006-07) to be
          jointly  coordinated with licensees.  Any unspent funds may be carried
          from year-to-year at the discretion of MLBPA and licensees.

     2.   Cooperative  category  marketing  programs  (up to  $[*****]/year)  to
          support  initiatives  designed  to attract  new users to the  category

          -    National  expansion and promotion of Boy Scouts  initiative  with
               plans of incorporating  more youth  organizations  such as Little
               League or Babe Ruth baseball.

          -    Retail  promotions  and programs (ex:  expenses  associated  with
               player appearances, circulars, POP, etc. for 2004 Spring Training
               and All-Star Wal-Mart and Target programs)

          -    Sampling  programs (ex:  annual  Spring  Training and Opening Day

     3.   MLBPA  and  player   marketing   efforts  (limited  to  no  more  than
          $[*****]/year)  such as  Players  Trust,  Players  Choice  Awards  and
          All-Star Game Party.

     4.   At least 60% of all marketing and  promotional  expenditures  by Topps
          shall  be  focused   on   attracting   entry-level/youth   and  sports

     5.   Nothing  herein shall  require  Topps to support any program or entity
          that is sponsored by a competitive licensee


     Topps may make a  charitable  donation  to The  Players  Trust in an amount
     equal to its unearned royalties for its 2005 SportsClix license, but not to
     exceed $[*****], in lieu of paying that amount to MLBPA.

     Provide annual and quarterly  revenue  forecasts,  with quarterly  updates,
     broken out by SKU and units

     Provide  retailer-specific  sales  information to improve  understanding of
     mass, sports specialty and hobby channels

     Provide $[*****] product credit in addition to required samples

     Repackaged  and/or  discounted  products  may be sold only  into  separate,
     off-price channels

     Quarterly meetings to review business and marketing plans and strategies


*****  Denotes  information  subject to a request for  request for  confidential