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                                                                   Exhibit 10.27


                             MANUFACTURING AGREEMENT

This Manufacturing Agreement ("Agreement") is made and entered into as of
November 1, 2000 (the "Effective Date") by and between Action Performance
Companies, Inc., an Arizona corporation ("Action"), and Early Light Industrial
Co. Ltd., a Hong Kong corporation ("Manufacturer").

                                    RECITALS

A. Action has designed, developed and owns the rights in and to certain die-cast
products to be manufactured using certain molds, patterns and tools designed and
owned by Action and supplied by Action to Manufacturer or developed by
Manufacturer for Action at Action's sole cost and expense.

B. Action has appointed Manufacturer as their Exclusive Manufacturer of all
motorsports wheeled die-cast replica vehicles excluding CART and IRL 1/18th,
1/43rd and 1/64th lines and Pedal Cars (the "Products").

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties agree as follows:

1. Term. This Agreement shall be in effect for an initial term of five (5) years
commencing from the Effective Date hereof (the "Term"). Thereafter, this
Agreement shall be automatically renewed and shall continue in effect upon the
same terms and conditions for five (5) successive one-year renewal periods (the
"Renewal Periods"); unless terminated by either party by giving ninety (90) days
prior written notice before the end of the Term or any Renewal Period
thereafter.

2.       Ordering Procedures.


(a) All orders for Products pursuant to this Agreement shall be subject to the
terms and conditions set forth in this Agreement, notwithstanding the terms
specified in any purchase order. Whenever Action desires to order any Products,
Action shall give Manufacturer, at least forty (40) days prior to the desired
shipping date of the Products, a signed written purchase order specifying the
type, scale and quantity of each Product desired to be manufactured and the
expected delivery date of Products being ordered, and, in the case of any
Products to be shipped to any customer of Action, the name and shipping address
of the customer and the name and telephone number of a contact person at each
customer. Each order shall be deemed accepted upon delivery to Manufacturer
unless Manufacturer delivers to Action signed written notice of nonacceptance
within seven (7) days after receipt of an order. In addition, Manufacturer
shall, within ten (10) days after receipt of each order, deliver a written
acknowledgement of receipt. Each acknowledgement of receipt delivered to Action
by Manufacturer shall specifically


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acknowledge the price and expected delivery date for each Product ordered, as
specified in the purchase order being acknowledged.

(b) Manufacturer shall at all times (except Chinese New Year) during the Term,
or any Renewal Period, of this Agreement maintain sufficient capacity to
manufacture a minimum number of Products to be shipped to Action sufficient to
complete orders placed by Action in the minimum amount of $4,000,000 United
States dollars per month.

(c) Action shall regularly furnish Manufacturer relevant business information
regarding the Products. Without limiting the generality of the foregoing, within
thirty (30) days after the end of each calendar quarter, Action shall provide to
Manufacturer quarterly sales projections and otherwise keep Manufacturer
informed of expected orders.

3. Purchase Price. The per unit purchase price for each Product shall be as set
forth in each purchase order as required by paragraph 2(a) hereof and in
accordance with the price guidelines set forth in the attached Exhibit A which
shall be valid for twelve (12) months from the Effective Date hereof.
Thereafter, the annual purchase price for each Product shall be negotiated in
good faith and mutually agreed upon in writing by the parties.

4. Shipping and Responsibility for Costs. All prices for the Products are and
shall be F.O.B. Manufacturer's facility Hong Kong. The F.O.B. prices shall be
determined as set forth in paragraph 3 hereof. All Products shall be packaged by
Manufacturer for shipment by a carrier of Action's choice. All Products shall be
packed by Manufacturer for protection against normal handling. Any costs of
preservation, waterproofing or other special packaging and palletizing, and all
charges incurred subsequent to the delivery of Products for shipment F.O.B.
Manufacturer's facility Hong Kong, including, but not limited to, freight,
insurance, customs, duties, demurrage charges and turnover, sales, excise and
other federal, state or local taxes, shall be borne by Action. Action will
contract directly with the carrier to pay all shipping costs. In the absence of
a separate "ship to" designation on a purchase order, Manufacturer is authorized
to ship to Action at Action's address set forth in this Agreement. Within
twenty-four (24) hours after each shipment of Products, Manufacturer shall
notify Action of the shipment.

5. Product Packaging. Manufacturer shall package each Product as set forth in
the purchase order for such Product.

6. Payment of Manufacturer. Except as otherwise expressly agreed in writing by
the parties hereto, payment for the Products shall be made in United States
dollars in an amount adequate to cover the full purchase price as set forth in
the purchase order for such Products and shall be due and payable by confirmed
and irrevocable letter of credit on sight of invoice from Manufacturer. All
other charges incurred by Manufacturer for the account of Action shall be due
and payable via Telegraphic Transfer within fourteen (14) days upon receipt of
Manufacturer's monthly fax statement.


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7. Molds.

(a) Manufacturer acknowledges receipt from Action of all molds and tools
necessary to manufacture the Products (the "Molds"). Manufacturer shall use the
Molds to manufacture the Products. Action represents and warrants to
Manufacturer that it owns all right, title and interest in and to the Molds.
Manufacturer agrees and acknowledges that the Molds shall at all times during
and after the Term, or any Renewal Period, of this Agreement remain the property
of Action. Manufacturer further agrees that upon the termination of this
Agreement, or upon written notice of Action or other duly authorized
representative of Action at any time prior to the termination of this Agreement,
the Molds shall be returned to Action and Manufacturer shall permit Action or
other duly authorized representatives of Action to enter upon Manufacturer's
premises for the purpose of removing the Molds.

(b) Upon agreement of the parties hereto; Action shall have the right to provide
additional Molds (the "Additional Molds") to be used by Manufacturer to
manufacture additional or new Products under this Agreement. Such Additional
Molds may be built either by Manufacturer or by a mutually agreed upon third
party. Manufacturer agrees that all such Additional Molds, whether built by
Manufacturer or another party agreed upon by the parties, shall at all times
during and after the Term, or any Renewal Period, of this Agreement remain the
property of Action, and shall be returned to Action pursuant to the terms of
paragraph 7(a) above.

Mold payments shall be due in two installments, 50% upon approval of
Manufacturer's quotation or upon Action's issuance of tooling P/O. Balance 50%
to be effected upon tool release.

(c) At all times during the Term, or any Renewal Period, of this Agreement, and
for such reasonable time after the termination of this Agreement until the Molds
and Additional Molds are returned to Action, Manufacturer shall, at
Manufacturer's sole cost and expense: (i) house the Molds and Additional Molds
at one or more of its manufacturing facilities; (ii) provide such security and
other measures as shall be reasonably necessary to protect the Molds and
Additional Molds and keep them safe from damage (ordinary wear and tear
excepted) or destruction that may be caused by theft, vandalism, weather, or
other forces; and (iii) perform such preventative maintenance and repairs to the
Molds and Additional Molds as shall be necessary to maintain the Molds and
Additional Molds in a condition necessary to produce Products of a quality
acceptable to Action and in a condition reasonably satisfactory to Action.

(d) The parties agree that patterns for molds ("Mold Patterns") will be
developed at the facilities of Manufacturer or the facilities of a mutually
agreed upon third party, with whom even though Action has a pre-existing
relationship for the development of Mold Patterns, to be dealt with and
supervised by Manufacturer. All Mold Patterns will remain the sole and exclusive
property of Action.


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(e) This Agreement shall exclude molds currently in process at other facilities
at the time of the signing of this Agreement ("Other Molds"). A list of said
Other Molds shall be attached in Exhibit B of this Agreement.

8. Samples. Upon written request of Action, Manufacturer shall, at Action's sole
cost and expense, within thirty (30) days produce and deliver to Action, for
Action's approval, at least six (6) samples of the same scale of each rendering
as specified in the purchase order for such Product ("Samples"). Action shall,
within fifteen (15) days after receipt of each group of Samples, notify
Manufacturer in writing of its acceptance or rejection of such Samples. Any
acceptance of Samples must be in writing to be effective. Upon receipt of
written acceptance of Samples, Manufacturer shall manufacture and ship to Action
the quantity of Product ordered, and all such Products shall conform, in all
respects, to the accepted Samples. Any rejection of such Samples by Action shall
be in writing, which writing shall specify the reason or reasons for rejection
due to manufacturing defects. In the event of rejection due to manufacturing or
other defects under the control of Manufacturer, Manufacturer shall, at its sole
cost and expense, correct the deficiencies and produce and deliver to Action for
Action's approval at least six (6) new Samples. Action shall, within fifteen
(15) days after receipt of the new Samples notify Manufacturer in writing of its
acceptance or rejection of such new Samples. If Action rejects any new Samples,
Action may, in its sole discretion, (i) specify the reason or reasons for
rejection and request Manufacturer to provide additional new Samples, or (ii)
cancel the purchase order. Notwithstanding the foregoing, if the rejection of
any Samples required by this paragraph is due to any reason or reasons beyond
the control of Manufacturer, Manufacturer shall produce and deliver to Action an
equivalent number of new Samples, at the same cost and expense, if any, to
Action as was agreed to be paid by Action for such rejected Samples.

9. Warranty.

(a) Manufacturer warrants that the Products will (i) be manufactured in
accordance with the manufacturing guidelines and specifications set forth in the
purchase order for such Products; (ii) be manufactured using the Molds or
Additional Molds and will be assembled using the same or better quality
materials as specified in the purchase order for such Products and as per the
Samples submitted to and approved by Action; (iii) when delivered, conform to
the description of and specifications for the Products set forth in the purchase
order for such Products and as per the samples submitted and approved by Action;
and (iv) be free of defects in materials and workmanship.

(b) Manufacturer shall, at its option, repair, replace (F.O.B. Manufacturer's
facility Hong Kong), or issue a credit or refund to Action for, any
nonconforming Products, provided that Action furnishes to Manufacturer notice of
the nonconformity of any Products within one hundred twenty (120) days from date
of ex-factory date. Manufacturer shall, within ten (10) working days after
receipt of notice of nonconformity or upon receipt of sufficient samples
representing the claimed defects, advise Action of Manufacturer's intent to
repair, replace (F.O.B. Manufacturer's facility Hong Kong), or issue a credit or
refund to Action for the nonconforming Products. If so requested by


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Manufacturer, Action shall deliver the Products claimed to be nonconforming to
Manufacturer within reasonable time as given by Manufacturer. A new warranty
period shall be established pursuant to this paragraph for any repaired or
replaced Products.

(c) NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO THE OTHER FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY LOSSES OR DAMAGES
PERTAINING IN ANY WAY TO, OR ARISING OUT OF, THEIR RESPECTIVE OBLIGATIONS SET
FORTH IN THIS AGREEMENT.

10. Representations and Warranties of Manufacturer. Manufacturer represents,
warrants and agrees that it is a corporation, duly organized and validly
existing under the laws of Hong Kong with full right, power and authority to
carry on its business as it is now being conducted and as intended to be
conducted in accordance with this Agreement. The execution and delivery of this
Agreement, the timely consummation of the transactions contemplated hereby and
the full and timely fulfillment of the terms hereof have been duly and validly
authorized by all necessary action on the part of Manufacturer, and this
Agreement constitutes the legal, valid and binding obligation of Manufacturer,
enforceable against Manufacturer in accordance with its terms.

11. Representations and Warranties of Action. Action represents, warrants and
agrees that it is a corporation, duly organized and validly existing under the
laws of the State of Arizona with full right, power and authority to carry on
its business as it is now being conducted and as intended to be conducted in
accordance with this Agreement. The execution and delivery of this Agreement,
the timely consummation of the transactions contemplated hereby and the full and
timely fulfillment of the terms hereof have been duly and validly authorized by
all necessary action on the part of Action, and this Agreement constitutes the
legal, valid and binding obligation of Action, enforceable against Action in
accordance with its terms.

12.      Proprietary Rights: Non Competition

(a) Manufacturer shall not, without the prior written consent of Action, use any
of the Products, Molds or Additional Molds, or any information with respect
thereto or with respect to Action, for its own benefit or for the benefit of
others (except for the benefit of Action) in any way or for any reason other
than as expressly contemplated herein. Manufacturer acknowledges that the
Products, the Molds and Additional Molds, all copies or reproductions thereof,
and all information with respect thereto or with respect to Action, are the
exclusive property of Action.

(b) Except as otherwise expressly provided herein, Manufacturer shall not,
without the prior written consent of Action, use or display any of Action's
trademarks, logos, trade names, corporate names or other proprietary rights,
(including, without limitation, the names "Action Performance Companies, Inc.,"
"Racing Collectables by Action," "Racing Collectables Club of America," "RCCA,"
"Action Racing Collectibles," "ARC," "goracing," "AP," or "Action Promotions")
and any logo or logos associated therewith.


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The use of any of Action's trademarks, symbols, trade names or other proprietary
rights by Manufacturer shall inure to Action's benefit and shall not give
Manufacturer any proprietary rights therein. Manufacturer shall not register any
of Action's trademarks, symbols, trade names or other intellectual property
rights or use them in any way or form other than as authorized by Action or as
expressly contemplated herein.

(c) Except for any name(s) and logo(s) placed on the Products or Product
packaging by Manufacturer as specified in the applicable purchase order(s) for
such Products, Manufacturer shall refrain from using any trademarks, logos,
trade names, or corporate names in any manner in connection with the Products
without the prior written consent of Action. Manufacturer shall refrain from
taking any actions that may be detrimental to Action's proprietary interest in
any of its trademarks, logos, trade names or corporate names, and shall also
refrain from taking any action that may be detrimental to any proprietary
interest that Action may possess, through licensing agreements, contracts, or
otherwise, in any trademark, logo, trade name, corporate name, or identity or
likeness of any person other than Action.

(d) Upon any termination or expiration of this Agreement, for any reason
whatsoever, Manufacturer shall discontinue all use of Action's trademarks,
logos, trade names, corporate names or other proprietary rights of Action and
Manufacturer shall discontinue use of any trademark, logo, trade name, corporate
name, or identity or likeness of any person other than Action in which Action
may have any interest or license or permission to use, and Manufacturer shall
take any and all action that may reasonably be requested or required by Action
to dispose of or deliver to Action materials in Manufacturer's possession or
control, including without limitation, all Molds and Additional Molds, all
copies and reproductions thereof, and all documents and items having any
trademarks, logos, trade names or corporate names of Action or in which Action
may have any interest or license or permission to use.

(e) Neither Manufacturer nor any person or entity controlled directly by
Manufacturer shall, for the Term, or any Renewal Period, of this Agreement
directly, for itself or on behalf of any other person, firm, partnership or
corporation that sells or proposes to sell, design, manufacture, market or
distribute anywhere in the continental United States or Europe die-cast products
the same or similar to Products produced by Manufacturer for Action pursuant to
this Agreement.

(f) Manufacturer shall refrain from disclosing to any third parties, or using
for any purposes, any customer lists, operating, marketing or sales management
information or other confidential or proprietary information, including, without
limitation, information as to Action's customers or the relationship established
hereunder, and Manufacturer shall cause its employees and agents to refrain from
disclosing to any third parties, or using for any purpose, any such confidential
or proprietary information. Manufacturer shall limit its use for such
confidential or proprietary information received hereunder to the purposes of
this Agreement.


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(g) Manufacturer specifically acknowledges that Action currently sells Products
throughout the continental United States and Europe and the restrictions set
forth in this paragraph 12 are each necessary and reasonable and were negotiated
with Manufacturer. Manufacturer hereby acknowledges and agrees that the
restrictions set forth in this section are reasonable and necessary and that any
violation hereof would result in substantial and irreparable injury to Action,
and Action may not have an adequate remedy at law with respect to any such
violation. Accordingly, Manufacturer agrees that, in the event of any actual or
threatened violation hereof, Action shall have the right and privilege to
obtain, in addition to any other remedies that may be available, equitable
relief, including temporary and permanent injunction relief, to cease of prevent
any actual or threatened violation of any provision of this paragraph 12. If any
provision of this paragraph 12 is deemed unenforceable for any reason
whatsoever, that provision will be appropriately limited and reformed to the
maximum extent provided by applicable law. If the scope of any restriction
contained in this paragraph 12 is too broad to permit enforcement to its full
extent, then such restriction shall be enforced to the maximum extent permitted
by law so as to be judged reasonable and enforceable, and the parties agree that
such scope may be modified by an arbitrator or judge in any proceeding to
enforce this Agreement. This includes, without limitation, altering or enforcing
only portions of the limits on activity restrictions, the geographic scope, and
the duration of the convenants, unless to do so would be contrary to law or
public policy.

13. Advertising and Promotion. Action shall have the exclusive right to
advertise and to promote the Products. Without the prior written consent of
Action, Manufacturer shall not advertise, promote or sell the Products to any
entity other than Action. Manufacturer shall forward to Action all
correspondence, orders, inquiries and leads received by Manufacturer with
respect to the sales, distribution and marketing of the Products.

14. Termination.

(a) If either party fails to perform any of its material obligations under this
Agreement, and the default is not cured within fifteen (15) days after the
giving of written notice thereof to the defaulting party, the nondefaulting
party may terminate this Agreement at the end of the fifteen (15) day period.

(b) If Manufacturer is dissolved or liquidated, becomes or is adjudicated
insolvent or bankrupt, or if a receiver or trustee is appointed for Manufacturer
or its property, or if a petition for reorganization or arrangement under any
bankruptcy or insolvency law regarding Manufacturer is approved, or if any
assignment is made for the benefit of Manufacturer's creditors, or if
Manufacturer files a voluntary petition in bankruptcy or a petition or answer
seeking to take advantage of any insolvency or bankruptcy law or otherwise
admits insolvency or bankruptcy or consents to the appointment of a receiver or
trustee, then, in addition to such other remedies as may be available in law or
equity, Action shall have the right to terminate this Agreement immediately.


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(c) Notwithstanding any termination of this Agreement, Manufacturer shall be
required to deliver those Products ordered by Action from Manufacturer prior to
the effective date of termination; and it shall be a precondition to effect a
termination of this Agreement by Manufacturer that Manufacturer first ships all
such Products to Action.

15. Independent Contractor. Action and Manufacturer acknowledge and agree that
Manufacturer is an independent contractor and that under this Agreement neither
Action nor Manufacturer shall be considered for any purpose to be the agent,
partner, franchiser, franchisee or joint venturer of the other. Nor shall
Manufacturer or Action have any obligation or responsibility to act on behalf of
or in the name of the other, or have the power or authority to bind the other in
any manner whatsoever. Any representation to the contrary by Action or by
Manufacturer, or the employees or agents of either, shall be sufficient grounds
for the termination of this Agreement by the other party hereto.

16. Further Assurances. Each of the parties hereto shall execute and deliver all
such other instruments and take all such actions as either party may reasonably
request from time to time in order to effectuate the purposes of this Agreement
and the transactions provided for herein.

17. Notices. All notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been duly give, made and received when delivered against receipt, or twenty-four
(24) hours after being sent by telecopy, or five (5) days after being sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the recipient's address as set forth below:


                             (1) Early Light Industrial Co., Ltd.
                                 Block E-L, 23/F., Superluck Industrial Centre
                                 (Phase 2), 57 Sha Tsui Road, Tsuen Wan
                                 Hong Kong

                             (2) Action:

                                 Action Performance Companies, Inc.
                                 4707 E. Baseline Road
                                 Phoenix, Arizona 85040-6430
                                 Attn: Fred W. Wagenhals



                                 With a copy to:

                                       Greenberg Traurig, LLP
                                       One East Camelback Road
                                       Suite 1100
                                       Phoenix, Arizona 85012
                                       Attn: Robert S. Kant, Esq.


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Either party may alter the address to which communications are to be sent by
giving notice of the change of address in conformity with the provisions of this
paragraph for the giving of notice.

18. Binding Nature of Agreement: Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that Manufacturer may not assign or transfer its
rights or obligations under this Agreement without prior written consent of
Action, and any such assignment or transfer without such approval shall
constitute a breach hereof and shall be null and void and of no force or effect,
and shall not convey any rights to or interest in this Agreement.

19. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes and is in lieu of all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral
or written, of any nature whatsoever with respect to the subject matter hereof.
The express terms hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof.

20. Arbitration.

(a) If the parties hereto are unable to resolve any disputes, differences or
questions arising out of or relating to this Agreement (including, without
limitation, those as to the validity, interpretation, breach, violation or
termination thereof) at the written request of either party, such disputes, etc.
shall be finally determined and settled pursuant to arbitration in Hong Kong by
three arbitrators, one to be appointed by Action, one by Manufacturer, and a
neutral arbitrator to be appointed by the two party-appointed arbitrators. The
neutral arbitrator shall be an attorney and shall act as chairman. Should (i)
either party fail to appoint an arbitrator within ten (10) days after the party
not requesting arbitration has received such written request, or (ii) the two
arbitrators appointed by or on behalf of the parties as contemplated in this
paragraph fail to appoint a neutral arbitrator within ten (10) days after the
date of the appointment of the last arbitrator appointed by the parties, then
any person sitting as a judge in any court of competent jurisdiction, upon
application of either party hereto, shall appoint an arbitrator to fill such
position with the same force and effect as though such arbitrator had been
appointed as provided for above.

(b) The arbitrators shall apply the rules governing contracts for the sale of
goods as set forth in the United Nations Convention on the Recognition and
Enforcement of Arbitral Awards (the "U.N. Convention"). To the extent the U.N.
Convention does not cover a particular dispute or point, the arbitrators shall
apply general principles of international law relating to international trade,
as implemented by the International Chamber of Commerce of Paris, or customary
rules of equity and commerce.


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(c) The arbitration proceeding shall be conducted in the English language in
Hong Kong. If either party requests, the arbitration proceedings shall be
simultaneously translated into Chinese. The proceeding shall be conducted in
accordance with the Rules of the United Nations Commission on International
Trade Laws, in effect at the time of the arbitration proceeding. A
determination, award or other action shall be considered the valid action of the
arbitrators if supported by the affirmative vote of two or three of the three
arbitrators. The costs of arbitration (exclusive of the expenses of a party in
obtaining and presenting evidence and attending the arbitration, and of the fees
and expenses of legal counsel to such party, all of which shall be borne by such
party) shall be shared equally by the parties hereto. The arbitration award
shall be final and conclusive and shall receive recognition by, and judgment
upon such award may be entered and enforced in, any court of competent
jurisdiction.

21. Indulgences Not Waivers. Neither the failure nor any delay on the part of a
party to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude any other or further exercise of
the same or of any right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to
any other occurrence. No waiver shall be effective unless it is in writing and
is signed by the party asserted to have granted such waiver.

22. Provisions Severable. The provisions of this Agreement are independent of
and severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

23. Number of Days. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays and holidays
in the State of Arizona; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday, then the final day shall be
deemed to be the next day that is not a Saturday, Sunday or holiday.

24. Attorney's Fees. If any action is brought to enforce the provisions of this
Agreement, the prevailing party in the action shall be entitled, in addition to
any other relief, to recover reasonable attorney's fees and other costs and
expenses incurred in the action in an amount to be fixed and determined by the
court.

25. Construction. The parties hereto acknowledge and agree that each party has
participated in the drafting of this Agreement and that this document has been
reviewed by the respective legal counsel for the parties hereto and that the
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party will not be applied to the interpretation of this
Agreement. No inference in favor of, or against, any party shall be drawn from
the fact that the one party has drafted any portion hereof.


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26. Amendment. This Agreement may only be amended or modified by written
agreement signed by all of the parties hereto.

27. Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected thereon as the signatories.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their proper and duly authorized officers as of the date first
above written.


                                     EARLY LIGHT INDUSTRIAL CO., LTD.


                                     By: _______________________________________

                                     Its: ______________________________________

                                     Date: _____________________________________



                                     ACTION PERFORMANCE COMPANIES, INC.


                                     By: _______________________________________

                                     Its: ______________________________________

                                     Date: _____________________________________


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                                    EXHIBIT A


PRICING


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                                    EXHIBIT B


OTHER MOLDS:


-         1976 Ford Torino 1/24th scale
-         1965 Chevelle 1/24th scale
-         Harley Davidson Duece 1/24th scale Bike


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