NO PURCHASE NECESSARY. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

Internet access and valid e-mail address required.

THE TOPPS TV- PEYTON MANNING SWEEPSTAKES (“SWEEPSTAKES”) IS OFFERED ONLY IN THE UNITED STATES AND IS OPEN ONLY TO LEGAL RESIDENTS OF THE UNITED STATES, WHO ARE 18 YEARS OR OLDER AS OF 8/1/2007 AND HAVE THE REQUIRED LEGAL CAPACITY TO ENTER INTO AN AGREEMENT TO PURCHASE GOODS.

Employees and directors (and their immediate families [parents, children, spouses and siblings] regardless of where they live and members of their same households [whether related or not]) of The Topps Company, Inc. (“Sponsor”), The National Football League, its member professional football clubs, NFL Ventures, Inc., NFL Ventures, L.P., NFL Properties LLC and each of their respective subsidiaries, affiliates, shareholders, officers directors, agents, representatives and employees (collectively, the “NFL Entities”), its parent, subsidiaries, affiliates and agencies; retailers and distributors of Topps products; and entities engaged in the development, distribution, implementation or administration of this Sweepstakes are not eligible to enter or win the prize. VOID IN PUERTO RICO AND WHERE PROHIBITED BY LAW.

1. ENTRY. Sweepstakes begins 08/13/07 at 12:01 a.m. Eastern Time (ET) and ends 11/1/2007 at 11:59 p.m. ET [“Sweepstakes Period”]. During Sweepstakes Period, go to www.toppstv.com and click on the PEYTON MANNING SWEEPSTAKES banner. Complete the entry form with your email address and birth date. You will be asked whether you wish to opt-in to receive Topps TV Alerts and several marketing/survey questions. Your decision whether or not to opt-in to receive Topps TV Alerts or answer the marketing/survey questions (and, for the marketing/survey questions, the content of your answers to the questions) will have no affect on your ability to enter the Sweepstakes or your odds of winning the prize. All entries must be received by 11:59 p.m. ET on 11/1/2007.

Limit one entry per email. Any person who attempts to participate with multiple email and/or street addresses, under multiple identities or uses any device or artifice to enter multiple times will be disqualified. Any attempted entry other than as stated herein as well as any entries generated by programmed, script, macro, robotic or like means are prohibited and are void. Sponsor's computer is the official clock for purposes of this Sweepstakes.

YOUR USE OF www.toppstv.com IS SUBJECT TO THE PRIVACY POLICY AND TERMS AND CONDITIONS OF THE WEB SITE. IF YOU DO NOT AGREE TO THE PRIVACY POLICY AND TERMS AND CONDITIONS, DO NOT USE THE WEB SITE (INCLUDING PROVIDING PERSONAL INFORMATION ON WEB SITE OR ENTERING THE SWEEPSTAKES).

Sponsor is not responsible for any computer, telephone, cable, satellite, network, electronic or Internet hardware or software malfunctions, failures, connections, availability or garbled or jumbled entries/transmissions, service provider/Internet/web site/use net accessibility or availability, traffic congestion or unauthorized human intervention.

2. DRAWING. The winner will be selected in a random drawing from all eligible entries received. The drawing will be conducted on 11/5/2007 by Sponsor. Entrant who is initially selected as the potential winner will be notified by email at email address provided within (3) business days after drawing.

3. PRIZE/ODDS OF WINNING. PRIZE (1) - autographed Mini-Helmet of Peyton Manning. Approximate retail value: $99. Approximate retail value does NOT represent resale value of prize.

Odds of winning depend on the total number of eligible entries received.

4. CONDITIONS OF PARTICIPATION. Potential winner will be required to complete, sign and return an Affidavit of Eligibility, a Liability Release and a Publicity Release (where legal) within (5) business days of date of congratulatory letter. In the event of noncompliance with this requirement or if (email) prize notification is returned as undeliverable after three attempts, prize will be forfeited and an alternate potential winner will be selected from among all remaining eligible entries received. It is the sole responsibility of the entrant to notify Sponsor in writing if his/her email address changes after submission of Sweepstakes entry. To do so, write to The Topps Company, Topps TV Dept., One Whitehall Street, New York, NY 10004 for receipt by 11/30/07. Prize is not transferable prior to award. No prize substitution, except at Sponsor's sole discretion due to prize unavailability for any reason and only then for prize of equal value. Winner is solely responsible for taxes on prize.

By participating, entrant (1) agrees to abide by and be bound by these Official Rules and all decisions of Sponsor, which are final and binding in all respects; (2) releases and agrees to hold harmless The Topps Company, Inc., The National Football League, its member professional football clubs, NFL Ventures, Inc., NFL Ventures, L.P., NFL Properties LLC and each of their respective subsidiaries, affiliates, shareholders, officers directors, agents, representatives and employees (collectively, the “NFL Entities”)its parent, affiliates, and subsidiaries, and the directors, officers, agents, representatives, shareholders and employees of any of the above entities, from any and all liability arising (directly or indirectly, in whole or in part) from entrant's participation in the Sweepstakes or the acceptance, receipt, possession or use/misuse of prize. Except where prohibited by law, by accepting prize, winner agrees to the use of his/her name, address (city, state), photograph, videotape, or any likeness for advertising, trade or publicity purposes, and any and all rights to said use, without notice or further compensation. The National Football League, its member professional football clubs, NFL Ventures, Inc., NFL Ventures, L.P., NFL Properties LLC and each of their respective subsidiaries, affiliates, shareholders, officers directors, agents, representatives and employees (collectively, the “NFL Entities”) will have no liability or responsibility for any claim arising in connection with participation in this promotion or any prize awarded. The NFL Entities, the NFLPA, and Players Inc. have not offered or sponsored this promotion in any way.

Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds, in its sole discretion, to be tampering with the operation of the Sweepstakes or the web site; or, to be in violation of the Terms and Conditions of the web site or these Official Rules. Any attempt to defraud Sponsor in any way will result in disqualification of entrant from the Sweepstakes; and, such entrant will be prosecuted to the fullest extent of the law.

Sponsor is not responsible for any incomplete or inaccurate information, whether caused by web site users or by any of the equipment or programming associated with or utilized in the Sweepstakes and assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the web site. Sponsor is not responsible for injury or damage to entrant's or to any other person's computer (or any information/materials stored thereon) related to or resulting from participating in this Sweepstakes or downloading materials from or use of the web site.

If, for any reason, the Sweepstakes is not capable of running as originally planned by reason of infection by computer virus, worms, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Sponsor which, in the sole opinion of Sponsor, corrupt or affect the administration, security, fairness, integrity or proper conduct of the Sweepstakes, Sponsor reserves the right at its sole discretion to cancel, modify or suspend the Sweepstakes. In such event, winner will be selected in a random drawing comprised of all eligible entries received prior to and/or after (if appropriate) the action taken by Sponsor or via some other means determined by Sponsor in its sole discretion as being fair, appropriate and consistent with these Official Rules. Notice of such action will be posted on www.toppstv.com

5. WINNER'S LIST. For the name of winner, send a self-addressed, stamped envelope to The Topps Company, Inc., 41 York Avenue, Duryea, PA 18642 to be received by 11/30/07. The name of the winner may also be posted at www.toppstv.com

Sponsored by: The Topps Company, Inc. One Whitehall Street, New York, NY 10004.