LICENSE AGREEMENT

Exhibit 10.20

LICENSE AGREEMENT

          This Agreement is by and between The Topps Company, Inc. with offices at One Whitehall Street, New York, NY 10004-2109 (hereinafter “Licensee”), and NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, a corporation with offices at 2021 L Street, N.W., Suite 600, Washington, D.C., 20036 (hereinafter “NFLPA” or “Licensor”). This Agreement shall be effective as of March 1, 2004.

1. REPRESENTATIONS.

     (A) NFLPA represents that the NFLPA has been duly appointed and is acting on behalf of the active and retired football players of the National Football League (hereinafter “NFL”) who have entered into a Group Licensing Assignment, either in the form attached hereto as Attachment “A” or through the assignment contained in Paragraph 4(b) of the NFL Player Contract, and that in such capacity NFLPA has the right to grant rights and licenses described herein. Licensee acknowledges that NFLPA also on occasion secures authorization for inclusion in NFLPA licensing programs from players, including but not limited to retired players, who have not entered into such Group Licensing Assignment, but who, nevertheless, authorize NFLPA to represent such players for designated NFLPA licensed programs.

     (B) NFLPA makes no representation that it has the authority to grant, nor does it grant herein, the right to utilize any symbols, insignias, logos, or other identifying names or marks of the NFL and/or any of its member clubs. Accordingly, it is understood by the parties hereto that if likenesses of players are to be used by Licensee in conjunction with any symbols, insignia, or logos of the NFL or any of its member clubs, in the exercise of the License granted hereunder, it will be the responsibility of the Licensee to obtain such permission as may be necessary for the use of such material from the NFL or the club(s) in question. Licensor retains all rights not expressly and exclusively granted to Licensee hereunder.

2. GRANT OF LICENSE.

     (A) Upon the terms and conditions hereinafter set forth, NFLPA hereby grants to Licensee and Licensee hereby accepts [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT. ]

     (B) The rights, licenses, and privileges granted by NFLPA hereunder shall not constitute or be used by Licensee as a testimonial or an endorsement of any product, service, or event by all or any of the players, or by NFLPA or Players Inc.

     (C) Licensee acknowledges that the Grant of License of this Section 2 is contingent upon Licensee’s compliance with and performance under the terms and conditions of the Service Agreement between Licensee and Players Inc, effective March 1, 2004 (hereinafter “Service Agreement”). As provided in Section 14(C), NFLPA may terminate this Agreement if Licensee shall violate any of its material obligations under the terms of the Service Agreement.

3. RETAIL LICENSE ONLY.

          The Grant of License set forth in Section 2 of this Agreement applies [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT. ]

4. TERRITORY AND DISTRIBUTION.

     Licensee shall have the right to utilize the rights granted hereunder for distribution of the licensed product(s) in the following territory: Worldwide.

5. TERM.

     (A) The term of this Agreement shall extend from [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] (hereinafter referred to as the Original License Period) unless terminated in accordance with the provisions hereof. Licensee may renew this Agreement for a Second License Period from [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] , provided Licensee has materially fulfilled its obligations hereunder in the Original License Period. Notice of desire to renew shall be given by Licensee no later than [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] in the Original License Period. Licensee may renew this Agreement also for a Third License Period from [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] , provided Licensee has faithfully fulfilled its obligations hereunder in the Second License Period. Notice of desire to renew shall be given by Licensee no later than [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] of the Second License Period.

     (B) Licensee acknowledges and agrees that Licensee has and shall have no right to extend or renew this Agreement beyond the term and renewal options, if any, stated herein. No conduct by either Licensor or Licensee (including without limitation, any approvals granted pursuant to the Service Agreement) shall create, imply, or infer a new license agreement or an extension of the stated term and renewal options, if any, of this Agreement, unless same is specifically set forth in a written agreement signed by both Licensor and Licensee. Licensee’s agreement that this Agreement is subject to the term and renewal options, if any, stated herein, in all events whatsoever, is a material inducement for Licensor to enter into this Agreement.

6. ROYALTY PAYMENT.

     (A) Licensee agrees to pay NFLPA a guaranteed royalty of $ [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] for its use of the rights licensed hereunder for the Original License Period, a guaranteed royalty of $ [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] for the Second License Period, if applicable, and a guaranteed royalty of $ [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] for the Third License Period, if applicable. The guaranteed royalty shall be paid as follows:

     (B) Such guaranteed royalty payments shall be made by Licensee as specified hereinabove whether or not Licensee uses the rights licensed hereunder, and no part of such guaranteed payments shall be repayable to Licensee.

     (C) Licensee shall also pay to NFLPA an amount equal to [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] %) of the gross sales of the licensed product(s) covered by this Agreement, less the guaranteed payments specified above for the applicable License Period. Royalties shall be calculated on a quarterly basis and shall be due as of the last day of each May, August, November, and February of this Agreement and must be paid no later than fifteen (15) days following such due dates. Gross sales shall be calculated based on the actual price(s) charged by Licensee to the retailer or consumer directly or to the wholesaler in an arm’s length transaction. Licensee shall transact no sale, the effect of which is to reduce the royalty paid by Licensee to NFLPA; provided, however, that Licensee shall be permitted to provide arm’s length discounts, allowances, and returns that are normal and customary. Gross sales shall exclude only [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT ] in any annual period of March 1 to February 28 contained herein, and (b) such exclusion shall be available to Licensee only if Licensee has theretofore fully complied in a timely manner with its obligation hereunder to pay all royalties, including guarantees.

7. PAYMENT, INTEREST AND NOTICES.

     All transactions under this Agreement including, without limitation, all payment of royalties and all notices, reports, statements, approvals, and other communications, shall be with or made payable in the name of NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, 2021 L Street NW, Suite 500, Washington, DC 20036, or its assignee, where applicable. All correspondence, notices, approvals, and other communications to Licensee shall be with The Topps Company, Inc. with offices at One Whitehall Street, New York, NY 10004-2109. With regard to all guaranteed royalty and actual royalty payments only , such payments shall be made by wire transfer in accordance with Attachment “B” hereto. The payment made hereunder (or the cashing of any check made hereunder) shall not preclude NFLPA or Players Inc from questioning the correctness thereof at any time and, in the event any inconsistencies or mistakes are discovered in correction therewith, they shall immediately be rectified and the appropriate payment made by Licensee. In addition to all other rights contained in this Agreement, NFLPA shall be entitled to collect and Licensee shall pay daily interest at the rate of [ INFORMATION SUBJECT TO AN APPLICATION FOR CONFIDENTIAL

TREATMENT ] %) monthly, or the maximum interest permitted by law if less, on all payments not timely made to NFLPA by Licensee.

8. INDEMNIFICATION.

     (A) Licensee agrees that it will not during the term of this Agreement, or thereafter, challenge the rights of Players Inc or NFLPA in and to the trademarks or names owned by or licensed to Players Inc or NFLPA or any of the rights licensed as specified in Section 2 of the License Agreement, or in any way challenge the validity of the Service Agreement or this Agreement.

     (B) Licensee further agrees to assist NFLPA and Players Inc to the extent necessary in the procurement of any protection or to protect any of the rights conveyed hereunder, and NFLPA, if it so desires, may commence or prosecute at its own expense any claims or suits in its own name or in the name of Licensee or join Licensee as a party thereto. Licensee shall notify Players Inc in writing of any infringement by others of the rights covered by this Agreement that may come to Licensee’s attention, and Players Inc shall have the sole right to determine whether or not any action shall be taken on account of any such infringement. Licensee shall not institute any suit or take any action on account of any such infringement without first obtaining the written consent of Players Inc to do so and Players Inc shall reasonably consider any such request.

     (C) For its own acts, Licensee hereby indemnifies NFLPA and undertakes to defend NFLPA from and against any and all claims, suits, losses, damages, and expenses (including reasonable attorneys’ fees and expenses) arising out of the manufacture, marketing, sale, distribution, or use of the licensed product(s) that are the subject of this Agreement, or any material breach by Licensee of any portion of this Agreement. Licensee agrees to