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                                                                        Ex 10.65

                           PLEDGE AGREEMENT (COMPANY)


                  THIS PLEDGE AGREEMENT (this "Agreement"), dated as of October
2, 2000, is between ACTION PERFORMANCE COMPANIES, INC., an Arizona corporation
("Pledgor"), and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national
banking association ("Pledgee"), as agent for the benefit of the "Lenders" (as
such term is hereinafter defined).

                                   WITNESSETH:

                  WHEREAS, Pledgor, certain of its Subsidiaries, as Borrowers
and Subsidiary Guarantors, and Pledgee, as Agent and a Lender, are parties to
that certain Loan and Security Agreement dated as of September 29, 2000 (the
same, as it may be amended, restated, modified or supplemented and in effect
from time to time, being herein referred to as the "Loan Agreement"), providing
for Loans and other financial accommodations thereunder by Lenders to Borrowers.

                  WHEREAS, Pledgor legally and beneficially owns that number of
the issued and outstanding shares of capital stock or that percentage of the
outstanding membership interests, as applicable, of the corporations and limited
liability companies listed on Exhibit A hereto (each such corporation and
limited liability company, together with each other corporation and limited
liability company, the stock or membership interests of which is hereafter
acquired by Pledgor and described on a Joinder to Pledge Agreement executed by
Pledgor in the form of Exhibit B hereto ("Joinder"), is referred to herein as a
"Subsidiary" and collectively as the "Subsidiaries"); and

                  WHEREAS, to induce Pledgee and the Lenders to enter into the
Loan Agreement and to make the Loans and other financial accommodations
thereunder, and in order to secure the payment and performance by Pledgor of the
Liabilities (as hereinafter defined), Pledgor has agreed to pledge to Pledgee,
for the benefit of Pledgee and the Lenders, the Pledged Collateral (as
hereinafter defined);

                  NOW, THEREFORE, in consideration of the premises and in order
to induce Pledgee and the Lenders to enter into the Loan Agreement and to make
the Loans and other financial accommodations to Borrowers under the Loan
Agreement, Pledgor hereby agrees with Pledgee, for the benefit of Pledgee and
the Lenders, as follows:

                  Section 1. Defined Terms. Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings ascribed
thereto in the Loan Agreement. Terms defined in the Uniform Commercial Code, as
in effect in the State of Illinois from time to time (the "UCC"), which are not
otherwise defined in this Agreement or in the Loan Agreement, are used in this
Agreement as defined in the UCC as in effect in the State of Illinois on the
date hereof. As used herein, the following terms shall have the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):
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                 "Liabilities" has the meaning assigned to such term in Section
2 hereof.

                 "Pledged Collateral" has the meaning assigned to such term in
Section 2 hereof.

                 "Pledged Interests" has the meaning assigned to such term in
Section 2 hereof.

                 "Pledged Shares" has the meaning assigned to such term in
Section 2 hereof.

                 Section 2. Pledge. Pledgor hereby pledges, assigns,
hypothecates, transfers, delivers and grants to Pledgee, for the benefit of
Pledgee and the Lenders, a first lien on and first security interest in (a) the
shares of capital stock of the Subsidiaries owned by Pledgor and set forth in
Part 1 of Exhibit A attached hereto (collectively, the "Pledged Shares") and (b)
the membership interests of the Subsidiaries owned by Pledgor and set forth in
Part 2 of Exhibit A (the "Pledged Interests"), (c) all other property hereafter
delivered to, or in the possession or in the custody of, Pledgee in substitution
for or in addition to the Pledged Shares or the Pledged Interests, (d) any other
property described in Section 4 below, now or hereafter delivered to, or in the
possession or custody of, Pledgor and (e) all proceeds of the collateral
described in the preceding clauses (a), (b), (c) and (d) (the collateral
described in clauses (a) through (e) of this Section 2 being collectively
referred to as the "Pledged Collateral"), as collateral security for:

                 (a) the prompt and complete payment when due (whether at the
stated maturity, by acceleration or otherwise) of all the Liabilities of Pledgor
under the Loan Agreement; and

                 (b) the due and punctual payment and performance by Pledgor of
its obligations and liabilities under, arising out of or in connection with this
Agreement;

(the liabilities described in the preceding subsections (i) and (ii) being
referred to hereinafter collectively as the "Liabilities"). All of the Pledged
Collateral now owned by Pledgor which is presently represented by stock
certificates is listed in Part 1 of Exhibit A hereto, which stock certificates,
together with undated stock powers duly executed in blank by Pledgor, are being
delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously
herewith. All of the Pledged Interests now owned by Pledgor are listed in Part 2
of Exhibit A hereto, none of which are certificated. Pledgor shall execute a
Joinder to Pledge Agreement (in the form of Exhibit B hereto) upon creation or
acquisition of any new Subsidiary and will cause each such Subsidiary to execute
an Acknowledgment (in the form of Exhibit C hereto). Pledgee, on behalf of the
Lenders, shall maintain possession and custody of the certificates and other
instruments representing the Pledged Shares, the Pledged Interests and any
additional Pledged Collateral.

                 Section 3. Representations and Warranties of Pledgor. Pledgor
represents and warrants to Pledgee, and covenants with Pledgee, that:

                 (a) Pledgor is the record and beneficial owner of, and has
legal title to, the Pledged Collateral, and such Pledged Collateral is and will
remain, and all other shares of stock,

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membership units or other instruments constituting Pledged Collateral will be,
free and clear of all pledges, liens, security interests and other encumbrances
and restrictions whatsoever, except the liens and security interests created by
this Agreement;

                  (b) Pledgor has full power, authority and legal right to
execute the pledge provided for herein and to pledge the Pledged Collateral to
Pledgee, for the benefit of Pledgee and the Lenders;

                  (c) this Agreement has been duly authorized, executed and
delivered by Pledgor and constitutes a legal, valid and binding obligation of
Pledgor enforceable in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, moratorium, reorganization and other
similar laws affecting the enforcement of creditors' rights generally;

                 (d) there are no outstanding options, warrants or other
agreements with respect to any of the Pledged Collateral;

                  (e) the Pledged Shares have been duly and validly authorized
and issued, are fully paid and non-assessable, and represent the percentage of
the issued and outstanding shares of capital stock of the Subsidiaries as set
forth on Part 1 of Exhibit A. All additional Pledged Collateral constituting
capital stock will be duly and validly authorized and issued, and will be fully
paid and non-assessable.

                  (f) the Pledged Interests have been duly and validly
authorized and issued, are fully paid and non-assessable, and represent the
percentage of the membership interests of the Subsidiaries as set forth on Part
2 of Exhibit A.

                  (g) no consent, approval or authorization of, or designation
or filing with, any governmental authority on the part of Pledgor is required in
connection with the pledge and security interest granted under this Agreement or
the exercise by Pledgee of the voting and other rights provided for in this
Agreement;

                  (h) the execution, delivery and performance of this Agreement
by Pledgor will not violate any provision of any applicable law or regulation or
of any order, judgment, writ, award or decree of any court, arbitrator or
governmental authority, domestic or foreign, or of the charter or by-laws of
Pledgor or of any Subsidiary, or of any securities issued by any Subsidiary, or
of any mortgage, indenture, lease, contract or other agreement, instrument or
undertaking to which Pledgor or any Subsidiary is a party or which purports to
be binding upon Pledgor or any Subsidiary or upon any of their respective
assets, and will not result in the creation or imposition of any lien, charge or
encumbrance on or security interest in any of the assets of Pledgor or any
Subsidiary except as contemplated by this agreement;
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                  (i) The pledge, assignment and delivery to Pledgee of the
Pledged Collateral pursuant to this Agreement creates a valid first lien on and
a first perfected security interest in such Pledged Collateral and the proceeds
thereof in favor of Pledgee, for the benefit of Pledgee and the Lenders, subject
to no prior pledge, lien, mortgage, hypothecation, security interest, charge,
option or encumbrance or to any agreement purporting to grant to any third party
a security interest in the property or assets of Pledgor which would include the
Pledged Collateral. Pledgor covenants and agrees that it will defend Pledgee's
right, title and security interest in and to the Pledged Collateral and the
proceeds thereof against the claims and demands of all persons whomsoever; and

                  (j) the membership interests in those Subsidiaries which are
limited liability companies are not certificated and the provisions of the
Subsidiaries' operating agreements do not provide that such membership interests
constitute "securities" within the meaning of the UCC.

                 Section 4. Stock Dividends, Distributions, etc. If, while this
Agreement is in effect, Pledgor shall become entitled to receive or shall
receive any stock or membership interest certificate (including, without
limitation, any certificate representing a stock or membership interest
dividend, a stock split or a stock or membership interest distribution in
connection with any reclassification, increase or reduction of capital, or
issued in connection with any reorganization), or any options or rights, whether
as an addition to, in substitution for, or in exchange for any of the Pledged
Collateral, or otherwise, Pledgor agrees to accept the same as Pledgee's agent
and to hold the same in trust for Pledgee, and to deliver the same forthwith to
Pledgee in the exact form received, with the endorsement of Pledgor when
necessary and/or appropriate undated stock or membership interest, as
applicable, powers duly executed in blank, to be held by Pledgee, for the
benefit of Pledgee and the Lenders, subject to the terms hereof, as additional
Pledged Collateral. In case any distribution of capital stock or membership
interests shall be made on or in respect of the Pledged Collateral or any
property shall be distributed upon or with respect to the Pledged Collateral
pursuant to the recapitalization or reclassification of the capital stock or
membership interest of the issuer thereof or pursuant to the reorganization
thereof, the property so distributed shall be delivered to Pledgee to be held by
it as additional Pledged Collateral. Except as provided in subsection 5(a)(ii)
below, all sums of money and property so paid or distributed in respect of the
Pledged Collateral which are received by Pledgor shall, until paid or delivered
to Pledgee, be held by Pledgor in trust as additional Pledged Collateral.

                 Section 5. Administration of Security. The following provisions
shall govern the administration of the Pledged Collateral:

                  (a) So long as no Default has occurred and is continuing,
Pledgor shall be entitled (subject to the other provisions hereof, including,
without limitation, Section 8 below):
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                 (i) to vote or consent with respect to Pledged Collateral in
any manner not inconsistent with this Agreement, the Loan Agreement and the
other Financing Agreements; and

                 (ii) to receive cash dividends or other distributions in the
ordinary course made in respect of the Pledged Collateral, to the extent
permitted to be paid pursuant to the Loan Agreement.

                  Pledgor hereby grants to Pledgee or its nominee, on behalf of
Lenders, an irrevocable proxy to exercise all voting and corporate and limited
liability company rights relating to the Pledged Collateral in any instance,
including, without limitation, to approve any merger involving Pledgor or any
Subsidiary as a constituent corporation, which proxy shall only be effective
immediately upon written notice from Pledgee to Pledgor of the occurrence, and
shall remain effective during the continuance, of a Default. After the
occurrence and during the continuance of a Default and upon the request of
Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Lenders, such
further evidence of such irrevocable proxy or such further irrevocable proxies
to vote the Pledged Collateral as Pledgee may request.

                 (b) If requested by the Pledgee during the continuance of a
Default, in the event that Pledgor, as record and beneficial owner of the
Pledged Collateral, shall have received or shall have become entitled to
receive, any cash dividends or other distributions in the ordinary course,
Pledgor shall deliver to Pledgee, for the benefit of Pledgee and the Lenders,
and Pledgee, for its own benefit and the benefit of the Lenders, shall be
entitled to receive and retain, all such cash or other distributions as
additional Pledged Collateral.

                 (c) Subject to any sale or other disposition by Pledgee, on
behalf of the Lenders, of any of the Pledged Collateral pursuant to this
Agreement, such Pledged Collateral shall be delivered to Pledgor upon full
payment in cash, satisfaction and termination of all of the Liabilities (other
than indemnification Liabilities pursuant to subsection 10.19 of the Loan
Agreement to the extent no claims giving rise thereto have then been asserted
against any Indemnitee) and the termination of the lien and security interest
hereby granted pursuant to Section 14 hereof.

                 Section 6. Rights of Pledgee. Neither Pledgee nor any of the
Lenders shall be liable for failure to collect or realize upon the Liabilities
or any collateral security or guaranty therefor, or any part thereof, or for any
delay in so doing, nor shall Pledgee or any of the Lenders be under any
obligation to take any action whatsoever with regard thereto. Any or all of the
Pledged Collateral held by Pledgee hereunder may, if a Default has occurred and
is continuing, be registered in the name of Pledgee or its nominee and Pledgee
or its nominee may thereafter without notice exercise all voting and corporate
or limited liability company rights at any meeting with respect to Pledgor and
any Subsidiary and exercise any and all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to any of the
Pledged Collateral as if it were the absolute owner thereof, including, without
limitation, the right to vote
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in favor of, and to exchange at its discretion any and all of the Pledged
Collateral upon, the merger, consolidation, reorganization, recapitalization or
other readjustment with respect to Pledgor or any Subsidiary or upon the
exercise by Pledgor or Pledgee of any right, privilege or option pertaining to
any of the Pledged Collateral, and in connection therewith, to deposit and
deliver any and all of the Pledged Collateral with any committee, depository,
transfer agent, registrar or other designated agency upon such terms and
conditions as Pledgee may determine, all without liability except to account for
property actually received by Pledgee, but Pledgee shall have no duty to
exercise any of the aforesaid rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.

                  Section 7. Remedies. Upon the occurrence and during the
continuance of a Default, Pledgee, without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon Pledgor or any other
person (all and each of which demands, advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive, appropriate and realize upon
the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign,
give an option or options to purchase, contract to sell or otherwise dispose of
(including, without limitation, the disposition by merger) and deliver said
Pledged Collateral, or any part thereof, in one or more portions at public or
private sale or sales or transactions, at any exchange, broker's board or at any
of Pledgee's offices or elsewhere upon such terms and conditions as Pledgee may
deem commercially reasonably and at such prices as it may deem best, for any
combination of cash and/or securities or other property or on credit or for
future delivery without assumption of any credit risk, with the right to Pledgee
upon any such sale or sales, public or private, to purchase the whole or any
part of said Pledged Collateral so sold, free of any right or equity of
redemption in Pledgor, which right or equity is hereby expressly waived or
released. Pledgee, for its own benefit and the benefit of the Lenders, shall
apply the net proceeds of any such collection, recovery, receipt, appropriation,
realization, sale or disposition, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the safekeeping of any
and all of the Pledged Collateral or in any way relating to the rights of
Pledgee or any of the Lenders hereunder, including reasonable attorneys' fees
and legal expenses, to the payment, in whole or in part, of the Liabilities as
follows:

                 first, to payment of all expenses payable or reimbursable by
Pledgor under the Loan Agreement and other Financing Agreements;

                 second, to payment of all accrued unpaid interest on the
Liabilities;

                 third, to payment of principal of the Liabilities; and

                 fourth, to payment of any other amounts owing constituting
Obligations.

                  Only after so paying over such net proceeds and after the
payment by Pledgee of any other amount required by any provision of law,
including, without limitation, Section 9-

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504(1) (c) of the UCC, need Pledgee, on behalf of the Lenders, account for the
surplus, if any, to Pledgor. Pledgor shall remain liable for any deficiency
remaining unpaid after such application. Pledgor agrees that Pledgee need not
give more than ten (10) Business Days' notice of the time and place of any
public sale or of the time after which a private sale or other intended
disposition is to take place and that such notice is reasonable notification of
such matters. No notification need be given to Pledgor if Pledgor has signed
after the occurrence and during the continuance of a Default a statement
renouncing or modifying any right to notification of sale or other intended
disposition. In addition to the rights and remedies granted to Pledgee for the
benefit of the Lenders in this Agreement and in any other instrument or
agreement securing, evidencing or relating to any of the Liabilities, Pledgee
and the Lenders shall have all the rights and remedies of a secured party under
the UCC and under any other applicable law. Pledgor further agrees to waive and
agrees not to assert any rights or privileges which it may acquire under Section
9-112 of the UCC and Pledgor shall be liable for the deficiency if the proceeds
of any sale or other disposition of the Pledged Collateral are insufficient to
pay the Liabilities in full.

                 Section 8. No Disposition, etc. Without the prior written
consent of Pledgee, Pledgor agrees that Pledgor will not sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Pledged Collateral, nor will Pledgor create, incur or permit to exist any
pledge, lien, mortgage, hypothecation, security interest, charge, option or any
other encumbrance with respect to any of the Pledged Collateral or any interest
therein, or any proceeds thereof, except for the lien and security interest
provided for by this Agreement. Without the prior written consent of Pledgee,
Pledgor agrees that it will not vote to enable, and will not otherwise permit,
any Subsidiary to (a) issue any stock, membership interests or other securities
of any nature in addition to or in exchange or substitution for the Pledged
Collateral or (b) dissolve, liquidate, retire any of its capital stock or
membership interests, reduce its capital or merge or consolidate with any other
Person, in either case except as specifically permitted by the Loan Agreement.

                 Section 9. Sale of Pledged Collateral.

                 (a) Pledgor recognizes that Pledgee, for its own benefit and on
behalf of Lenders, may be unable to effect a public sale or disposition
(including, without limitation, any disposition in connection with a merger of
any Subsidiary) of any or all of the Pledged Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, as amended (the "Act"),
the Securities Exchange Act of 1934 and applicable state securities laws, but
may be compelled to resort to one or more private sales or dispositions thereof
to a restricted group of purchasers who will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof. Notwithstanding the
foregoing, Pledgor shall not be required to register the Pledged Collateral
under the Act or applicable state or foreign securities laws. Pledgor
acknowledges and agrees that any such private sale or disposition may result in
prices and other terms (including the terms of any securities or other property
received in connection therewith) less favorable to the seller than if
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such sale or disposition were a public sale or disposition and, notwithstanding
such circumstances, agrees that any such private sale or disposition shall be
deemed to be reasonable and affected in a commercially reasonable manner.
Pledgee shall be under no obligation to delay a sale or disposition of any of
the Pledged Collateral in order to permit Pledgor or any Subsidiary to register
such collateral for public sale under the Act, or under applicable state
securities laws, even if Pledgor or any Subsidiary would agree to do so.

                  (b) Pledgor further agrees to do or cause to be done all such
other acts and things as may be necessary to make such sale or sales or
dispositions of any portion or all of the Pledged Collateral valid and binding
and in compliance with any and all applicable laws, regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales or dispositions, all at Pledgor's expense, except that
Pledgor shall not be required to register the Pledged Collateral under the Act
or applicable state or foreign securities laws. Pledgor further agrees that a
breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10
hereof will cause irreparable injury to Pledgee and the Lenders, that Pledgee
and the Lenders have no adequate remedy at law in respect of such breach and, as
a consequence, agrees, without limiting the right of Pledgee to seek and obtain
specific performance of other obligations of Pledgor contained in this
Agreement, that each and every covenant referenced above shall be specifically
enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred and is continuing.

                 (c) Pledgor further agrees to indemnify and hold harmless
Pledgee and the Lenders, each of their respective successors and assigns,
officers, directors, employees, agents and attorneys and any Person in control
of any thereof, from and against any loss, liability, claim, damage and expense,
including, without limitation, reasonable attorney's fees (collectively called
the "Indemnified Liabilities"), under federal and state securities laws or
otherwise insofar as such loss, liability, claim, damage or expense:

                     (i) arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement, prospectus or offering memorandum or in any preliminary prospectus or
preliminary offering memorandum or in any amendment or supplement to any of the
foregoing or in any other writing, in each case which has been prepared by
Pledgor, in connection with the offer, sale or resale of all or any portion of
the Pledged Collateral unless such untrue statement of material fact was
provided by Pledgee specifically for inclusion therein; or

                     (ii) arises out of or is based upon any omission or alleged
omission to state therein a material fact required to be stated or necessary to
make the statements therein not misleading;

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such indemnification to remain operative regardless of any investigation made by
or on behalf of Pledgee, or any successor thereof or any Person in control of
any thereof. In connection with a public sale or other distribution, Pledgor
will provide customary indemnification to any underwriters, their respective
successors and assigns, their respective officers and directors and each Person
who controls any such underwriter (within the meaning of the Act). If and to the
extent that the foregoing undertakings in this Section 9(c) may be unenforceable
for any reason, Pledgor agrees to make maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. The obligations of Pledgor under this Section 9(c) shall survive
any termination of this Agreement.

                 Section 10. Further Assurances. Pledgor agrees that at any time
and from time to time, upon the written request of Pledgee, Pledgor will execute
and deliver all stock powers, financing statements and such further documents
and do such further acts and things as Pledgee may reasonably request consistent
with the provisions hereof in order to effect the purposes of this Agreement.

                 Section 11. Certification of Membership Interests. The Pledgor
covenants that the Pledgor will not cause or permit its limited liability
company membership interests to be evidenced by any certificate or instrument.

                 Section 12. [Intentionally Omitted.]

                 Section 13. Severability. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                 Section 14. No Waiver; Cumulative Remedies. Neither Pledgee nor
any of the Lenders shall by any act, delay, omission or otherwise be deemed to
have waived any of its remedies hereunder, and no waiver by Pledgee or any
Lender shall be valid unless in writing and signed by Pledgee or such Lender and
then only to the extent therein set forth. A waiver by Pledgee or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which Pledgee, or such Lender, would otherwise have
on any further occasion. No course of dealing between Pledgor and Pledgee or any
Lender, and no failure to exercise, nor any delay in exercising on the part of
Pledgee or any Lender of any right, power or privilege hereunder or under the
Financing Agreements, shall impair such right or remedy or operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights or remedies provided by law.

                 Section 15. Successors. This Agreement and all obligations of
Pledgor hereunder shall be binding upon the successors and permitted assigns of
Pledgor, and shall,


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together with the rights and remedies of Pledgee and the Lenders hereunder,
inure to the benefit of Pledgee and the Lenders and their successors and
assigns, except that Pledgor shall not have any right to assign its obligations
under this Agreement or any interest herein without the prior written consent of
Pledgee.

                 Section 16. Termination. This Agreement and the liens and
security interests granted hereunder shall terminate upon indefeasible full and
complete performance and satisfaction of the Liabilities (other than
indemnification Liabilities pursuant to subsection 10.19 of the Loan Agreement
to the extent no claims giving rise thereto have been asserted against any
Indemnitee), and promptly upon such full and complete performance and
satisfaction, Pledgee shall surrender the Pledged Collateral to Pledgor.

                 Section 17. Possession of Pledged Collateral. Beyond the
exercise of reasonable care to assure the safe custody of the Pledged Collateral
in the physical possession of Pledgee pursuant hereto, neither Pledgee nor any
nominee of Pledgee shall have any duty or liability to collect any sums due in
respect thereof or to protect, preserve or exercise any rights pertaining
thereto, and shall be relieved of all responsibility for the Pledged Collateral
upon surrendering same to Pledgor.


                 Section 18. Survival of Representations. All representations
and warranties of Pledgor contained in this Agreement shall survive the
execution and delivery of this Agreement.



                  Section 19. Taxes and Expenses. Pledgor will upon demand pay
to Pledgee all reasonable expenses, including the reasonable fees and expenses
of counsel for Pledgee, and of any experts and agents, that may be incurred in
connection with:

                 (a) the administration of this Agreement;

                 (b) the custody or preservation of, or the sale of, collection
from or other realization upon, any of the Pledged Collateral;

                 (c) the exercise or enforcement of any of the rights of Pledgee
hereunder; or

                 (d) the failure of Pledgor to perform or observe any of the
provisions hereof.

                 Section 20. Pledgee Appointed Attorney-In-Fact. Pledgor hereby
irrevocably appoints Pledgee as Pledgor's attorney-in-fact, effective upon the
occurrence and during the continuance of an Event of Default, with full
authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in Pledgee's discretion, to take any action and to
execute any instrument that Pledgee deems reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to Pledgor
representing any dividend, interest payment or

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other distribution in respect of the Pledged Collateral or any part thereof and
to give full discharge for the same, when and to the extent permitted by this
Agreement.

                 Section 21. Notices. All notices, approvals, requests, demands
and other communications hereunder shall be delivered and be deemed to have been
given or made in accordance with the Loan Agreement.

                 Section 22. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

                 PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF PLEDGEE TO
BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY PLEDGOR AGAINST PLEDGEE OR ANY LENDER OR ANY AFFILIATE
THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A
COURT IN CHICAGO, ILLINOIS.

                 Section 23. WAIVER OF JURY TRIAL. PLEDGOR AND PLEDGEE HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS OR OTHERWISE. PLEDGOR AND PLEDGEE EACH AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISIONS HEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.

                 Section 24. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,


                                       11
<PAGE>   12
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
CONFLICT OF LAWS PROVISIONS.

                 Section 25. Changes in Writing. No amendment, modification,
termination or waiver of any provision of this Agreement or consent to any
departure by Pledgor therefrom, shall in any event be effective without the
written agreement of Pledgee and Pledgor, and then only to the extent
specifically set forth in such writing.

                 Section 26. Headings. Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.

                 Section 27. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.

                 Section 28. Entire Agreement. This Agreement embodies the
entire agreement and understanding between Pledgor and Pledgee with respect to
the subject matter hereof and supersedes all prior oral and written agreements
and understandings between Pledgor and Pledgee relating to the subject matter
hereof.





                            [signature page follows]

                                       12
<PAGE>   13

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

                                    PLEDGOR:

                                    ACTION PERFORMANCE COMPANIES, INC.

                                    By: /s/ R. David Martin
                                      ------------------------------------------

                                    Title: Chief Financial Officer
                                         ---------------------------------------



                                    PLEDGEE:

                                    AMERICAN NATIONAL BANK AND TRUST
                                      COMPANY OF CHICAGO, as Agent

                                    By: /s/ R. David Martin
                                       -----------------------------------------

                                    Title:
                                         ---------------------------------------

                  [Signature Page to Company Pledge Agreement]

<PAGE>   14
                                    EXHIBIT A
                               TO PLEDGE AGREEMENT


                                     PART 1

                                 PLEDGED SHARES

<TABLE>
<CAPTION>
                                                                    Stock                             Percentage of
                                                                 Certificate      Number of Shares     Outstanding
         Pledged Entity                     Class of Stock          Numbers            Pledged        Shares Pledged
         --------------                     --------------          -------            -------        --------------
<S>                                       <C>                    <C>              <C>                 <C>
AW Acquisition, Inc.                            Common                02                1,000              100%
goracing.com, Inc/                         Class B - Common           B-1            35,000,000            100%
Action Racing Collectibles, Inc.                Common                 2                1,000              100%
Action Corporate Services, Inc.                 Common                01                1,000              100%
Creative Marketing & Promotions, Inc.           Common                09                4,000              100%
RYP, Inc.                                       Common                 2                 100               100%
Action Performance Holding GmbH*                                                                           65%
Goodsports Holding Pty Ltd.*                                                                               65%
</TABLE>


                                     PART 2

                                PLEDGED INTERESTS
<TABLE>
<CAPTION>


     Pledged Entity                                  Percentage of Outstanding
    --------------                                    Membership Units Pledged
                                                      ------------------------
<S>                                                  <C>
 Action Sports Image, LLC                                        100%
</TABLE>


*                Post closing delivery

                                      B-1
<PAGE>   15

                                    EXHIBIT B
                               TO PLEDGE AGREEMENT

                           JOINDER TO PLEDGE AGREEMENT

                 The undersigned, being the Pledgor pursuant to that certain
Pledge Agreement dated as of October 2, 2000 (the "Pledge Agreement") in favor
of American National Bank and Trust Company of Chicago, a national banking
association ("Pledgee"), as agent for the benefit of the "Lenders" (as such term
is defined therein), by executing this Joinder, hereby acknowledges that Pledgor
legally and beneficially owns all of the issued and outstanding [shares of
capital stock of _____________, a __________ corporation] [membership interests
of _______________________, a _________________ limited liability company]
("Subsidiary"). Pledgor hereby agrees and acknowledges that Subsidiary is a
Subsidiary pursuant to the terms of the Pledge Agreement, and the [Shares]
[Interests] (as hereinafter defined) shall be deemed Pledged [Shares]
[INTERESTS] pursuant to the Pledge Agreement. Pledgor hereby represents and
warrants to Pledgee that (i) [all of the capital stock of Subsidiary now owned
by Pledgor ("Shares") is presently represented by the stock certificates listed
below, which stock certificates, with undated stock powers duly executed in
blank by Pledgor, are being delivered to Pledgee simultaneously herewith,] [the
membership interests listed below are uncertificated] and (ii) after giving
effect to this Joinder, the representations and warranties set forth in Section
3 of the Pledge Agreement are true, complete and correct as of the date hereof.

                                [PLEDGED SHARES]
<TABLE>
<CAPTION>


                                                      Stock                            Percentage of
                                                   Certificate      Number of Shares    Outstanding
Pledged Entity                Class of Stock         Numbers            Pledged        Shares Pledged
--------------                --------------         -------            -------        --------------
<S>                           <C>                    <C>             <C>              <C>

</TABLE>

                              [PLEDGED INTERESTS]

<TABLE>
<CAPTION>
                                    Percentage of Outstanding
                                    -------------------------
Pledged Entity                           Interests Pledged
--------------                           -----------------
<S>                                 <C>
</TABLE>
                                      B-1

<PAGE>   16

                 IN WITNESS WHEREOF, Pledgor has executed this Joinder this ___
day of __________, ______.

                                   ACTION PERFORMANCE COMPANIES, INC.




                                   By:
                                       ________________________________________

                                   Title:
                                         ______________________________________




                                      B-2
<PAGE>   17
                                    EXHIBIT C
                               TO PLEDGE AGREEMENT

                                 ACKNOWLEDGMENT

                  Each of the undersigned hereby (a) acknowledges receipt of a
copy of the foregoing Pledge Agreement, (b) waives any rights or requirements at
any time hereafter to receive a copy of such Pledge Agreement in connection with
the registration of any Pledged Shares or Pledged Interests or any other Pledged
Collateral (as such terms are defined therein) in the name of Pledgee or its
nominee or the exercise of voting rights by Pledgee and (c) agrees promptly to
note on its books and records the transfer of the security interest in the stock
of the undersigned as provided in such Pledge Agreement, including the following
legend:

                  PURSUANT TO THAT CERTAIN PLEDGE AGREEMENT DATED AS OF OCTOBER
2, 2000 (AS FROM TIME TO TIME AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED), ACTION PERFORMANCE COMPANIES, INC. HAS UNDER THE CIRCUMSTANCES
SPECIFIED IN SUCH PLEDGE AGREEMENT, EMPOWERED AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, AS AGENT FOR CERTAIN LENDERS, TO VOTE THE SHARES REPRESENTED
BY THESE CERTIFICATES OR MEMBERSHIP INTERESTS, AS APPLICABLE, PURSUANT TO SUCH
PLEDGE AGREEMENT.



Dated:                 , 2000
        ---------------
                                        ----------------------------------
                                     By:
                                        ----------------------------------
                                     Its:
                                        ----------------------------------



                                        ----------------------------------
                                     By:
                                        ----------------------------------
                                     Its:
                                        ----------------------------------



                                        ----------------------------------
                                     By:
                                        ----------------------------------
                                     Its:
                                        ----------------------------------


                                      C-1
<PAGE>   18
                                          --------------------------------
                                     By:
                                        ----------------------------------
                                     Its:
                                        ----------------------------------


                                   C-2