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Employment Agreement [Amendment No. 1] - Topps Co. Inc. and Arthur T. Shorin

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                                                            EXECUTION COPY

                             FIRST AMENDMENT TO THE
                              AMENDED AND RESTATED
                          EMPLOYMENT AGREEMENT BETWEEN
                             THE TOPPS COMPANY, INC.
                                ARTHUR T. SHORIN


                         CONSENT OF ARTHUR T. SHORIN TO
                        THE REMOVAL OF TITLE OF PRESIDENT

     FIRST AMENDMENT and WRITTEN  CONSENT,  dated October 11, 2004,  between The
Topps Company, Inc., a Delaware corporation (the "Company") and Arthur T. Shorin

     WHEREAS,  the Company and the  Executive  have entered into the Amended and
Restated  Employment  Agreement,  dated  as of June  1,  2003  (the  "Employment

     WHEREAS,  the  Company  and the  Executive  desire to amend the  Employment
Agreement  to  modify  the  definition  of  "Good  Reason"  as set  forth in the
Employment  Agreement and to provide that the Executive shall no longer serve as
President of the Company,  but shall continue to serve as the Chairman and Chief
Executive Officer of the Company; and

     WHEREAS,  the  Executive  desires to consent to the removal of his title of
President of the Company.

                               W I T N E S S E T H
                               - - - - - - - - - -

     1.  Subsection  (B) of Section 6(c) of the  Employment  Agreement  shall be
deleted and the following included in its place:

     (B) the  assignment to the Executive by the Company of duties  inconsistent
     with the  Executive's  position,  authority,  duties,  responsibilities  or
     status with the Company as in effect immediately  following the 11th day of
     October,  2004, including,  but not limited to, any reduction whatsoever in
     such position,  authority, duties,  responsibilities or status, or a change
     in the Executive's titles or offices,  as then in effect, or any removal of
     the Executive from, or any failure to reelect the Executive to, any of such
     positions,  without Executive's written consent,  except in connection with
     the termination of his employment on account of his death,  disability,  or
     for Cause

     2. The first sentence of Section 3(a) of the Employment  Agreement shall be
deleted and the following included in its place:

     The Executive  shall serve as the Chairman and Chief  Executive  Officer of
     the Company and shall perform such duties and exercise such supervision and
     powers over and with  regard to the  business of the Company as are similar
     in nature to those  duties and  services  customarily  associated  with the
     position of Chief Executive  Officer,  as well as such other similar duties
     and services as may be reasonably prescribed from time to time by the Board
     of Directors of the Company (the "Board").

     3. Executive  hereby consents,  in writing,  to the removal of the title of
President  as  contained  in the version of the  Employment  Agreement in effect
prior to this First Amendment.

     4. This First  Amendment  and  Written  Consent  may be executed in several
counterparts,  each of which will be deemed to be an original,  but all of which
together will constitute one and the same First Amendment and Written Consent.

     IN WITNESS WHEREOF,  the Company has caused its name to be ascribed to this
First Amendment and Written Consent by its duly  authorized  representative  and
the Executive has executed  this First  Amendment and Written  Consent as of the
date and the year first above written.

                                            THE TOPPS COMPANY, INC.

                                            By: /s/ Catherine K. Jessup
                                            Name:   Catherine K. Jessup
                                            Title: VP CFO and Treasurer

                                               /s/ Arthur T. Shorin
                                            Arthur T. Shorin, Executive