Topps has reached an agreement with Pembridge Value Opportunity Fund under which Pembridge will cease its efforts to acquire proxies for the purpose of electing its slate of directors to the Topps board (see 'Aggressive Hedge Fund Stalking Topps'). Under the agreement, Pembridge will not undertake a proxy solicitation or 'certain other activities' until at least December 31, 2005. Topps will not adopt a poison pill without stockholder approval until June 30, 2006. Topps will also pay Pembridge for its expenses for the proxy solicitation.