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                                                                  Exhibit 10.67

                                SECOND AMENDMENT
                         TO LOAN AND SECURITY AGREEMENT

            This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Agreement") is entered into as of this 31st day of January, 2002, by and among
ACTION PERFORMANCE COMPANIES, INC., (the "Company"); each of RACING COLLECTABLES
CLUB OF AMERICA, INC. ("Racing Club"), ACTION RACING COLLECTABLES, INC. ("Action
Racing"), and ACTION SPORTS IMAGE, L.L.C. ("Action Sports") (each of Racing
Club, Action Racing and Action Sports being referred to herein individually as a
"Borrower" and collectively as "Borrowers"); the Subsidiary Guarantors signatory
hereto (together with the Company and Borrowers, each an "Obligor" and together
"Obligors"); and BANK ONE, NA (in its individual capacity, "Bank One"), for
itself as a Lender and as Agent for any other Lender. Unless otherwise specified
herein, capitalized terms used in this Agreement shall have the meanings
ascribed to them in the Loan Agreement (as hereinafter defined).

                                    RECITALS

            A.    Bank One, as Agent and sole Lender, and Obligors are parties
to that certain Loan and Security Agreement dated as of September 29, 2000 (as
heretofore amended, the "Loan Agreement").

            B.    Obligors and Bank One, as sole Lender, have agreed to amend
certain provisions of the Loan Agreement, upon the terms and subject to the
conditions set forth herein.

            NOW, THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

            SECTION 1. AMENDMENTS TO LOAN AGREEMENT.


            (a)   Subsection 1.1 of the Loan Agreement is hereby amended by
deleting the definitions of "Available Cash Flow", "Blocked Accounts", "Blocked
Account Agreements", "Collecting Banks", "EBITDA", "Eligible Cash Equivalents",
"Eligible Commercial Letter of Credit", "Eligible Inventory", "Fixed Charge
Coverage Ratio", Fixed Charges" and "Inventory Sublimit" contained therein.

            (b)   The definitions of "Agent", "Applicable Base Rate Margin",
"Commercial Letter of Credit", "Intangible Assets", "Lender" or "Lenders",
"Letter of Credit Liability", "Maximum Revolving Facility", "Net Capital
Expenditures" and "Net Income" contained in subsection 1.1 of the Loan Agreement
are hereby amended to read as follows:

                  "Agent" shall mean Bank One (as successor to ANB) in its
            capacity as Agent for the Lenders under this Agreement and any
            successor in such capacity appointed pursuant to subsection 12.8
            hereof.
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                  "Applicable Base Rate Margin" shall mean zero percent (0.00%)
            per annum.

                  "Commercial Letter of Credit" means any commercial, trade or
            documentary letter of credit issued by Agent for the account of any
            Borrower in accordance with the terms of subsection 2.1(B), and
            shall include any letter of credit issued by ANB and outstanding on
            the Second Amendment Date.

                  "Intangible Assets" shall mean all intangible assets
            (determined in conformity with GAAP) including, without limitation,
            goodwill, trademarks, trade names, licenses, organizational costs,
            deferred amounts (including without limitation prepaid royalties)
            and covenants not to compete.

                  "Lender" or "Lenders" shall mean Bank One (as successor and
            assign of ANB) together with its successors and assigns pursuant to
            Section 11 hereof.

                  "Letter of Credit Liability" means, at any time, the sum of
            (i) the maximum dollar amount which is, or at any time thereafter
            may become, available to be drawn under Letters of Credit then
            outstanding, plus (ii) the aggregate dollar amount of all drawings
            under Letters of Credit honored by Agent or ANB and not theretofore
            reimbursed by Borrowers.

                  "Maximum Revolving Facility" shall mean Twenty Million
            ($20,000,000).

                  "Net Capital Expenditures" shall mean all Capital
            Expenditures, but excluding Capital Expenditures to the extent
            funded with Revolving Loan advances or with the proceeds of capital
            stock issued by the Company or insurance.

                  "Net Income" shall mean, for the Company and its Subsidiaries
            on a consolidated basis with respect to any applicable computation
            period, an amount equal to (i) net income (or loss) for such period,
            plus (ii) the following to the extent deducted in determining net
            income (or loss): (a) non-cash losses on sales of assets or the
            redemption of securities and (b) extraordinary losses, minus (iii)
            the following to the extent included in determining net income (or
            loss): (a) gains on sales of assets or the redemption of securities
            and (b) extraordinary gains, all as determined in accordance with
            GAAP. "Net Income" shall exclude the income of any Person accrued
            prior to the date it becomes a Subsidiary of the Company or is
            merged into or with the Company or any of its Subsidiaries or such
            Person's assets are acquired by the Company or any of its
            Subsidiaries.


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            (c)   Subsection 1.1 of the Loan Agreement is hereby amended by
inserting the following new definitions in their proper alphabetical order:

                  "Bank One" shall mean Bank One, NA., with headquarters in
            Chicago, Illinois.

                  "Debt Coverage Ratio" shall mean, for the Company and its
            Subsidiaries on a consolidated basis as of the end of any fiscal
            quarter, the ratio of (i) EBIDA for the four fiscal quarters then
            ended less Net Capital Expenditures during such period to (ii) the
            sum of interest expenses (including without limitation the interest
            component of Capitalized Leases) for the four fiscal quarters then
            ended plus principal payments of Indebtedness (including without
            limitation Capitalized Leases) scheduled to become due during the
            succeeding four fiscal quarters.

                  "EBIDA" shall mean, for the Company and its Subsidiaries on a
            consolidated basis with respect to any period and without
            duplication, an amount equal to the following for such period: (i)
            Net Income plus (ii) the following to the extent deducted in
            determining Net Income: (a) depreciation and amortization expense,
            and (b) interest expense (including without limitation the interest
            component of Capitalized Leases).

                  "Funded Indebtedness" shall mean, for the Company and its
            Subsidiaries on a consolidated basis as of any date of
            determination, all outstanding Indebtedness, including without
            limitation all Indebtedness evidenced by the Subordinated Notes, all
            Capitalized Lease obligations, all Letter of Credit Liability and
            all bank overdrafts.

                  "Permitted Acquisition" shall have the meaning given such term
            in subsection 8.3(b) hereof.

                  "Second Amendment" shall mean that Second Amendment to Loan
            and Security Agreement dated as of the Second Amendment Date among
            Obligors and Bank One, as Agent and sole Lender.

                  "Second Amendment Date" shall mean January 31, 2002.

            (d)   Subsection 1.3 of the Loan Agreement is hereby amended to read
as follows:

            1.3   Other Terms Defined in Arizona Uniform Commercial Code. All
      other terms contained in this Agreement (and which are not otherwise
      specifically defined herein) shall have the meanings provided in Article 9
      of the Uniform Commercial Code of the State of Arizona, as amended, or as
      in effect in any jurisdiction where the Collateral is located, as
      appropriate (the "Code") to the extent the same are used or defined
      therein.


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            (e)   The second paragraph of subsection 2.1(A) of the Loan
Agreement is hereby amended to read as follows:

                  As used herein, "Borrowing Base" shall mean up to seventy-five
            percent (75%) of the face amount (less maximum discounts, credits
            and allowances which may be taken by or granted to Account Debtors
            in connection therewith) then outstanding under existing Eligible
            Accounts, less such reserves as Agent, in its sole reasonable
            discretion exercised in accordance with its customary business
            practices, elects to establish.

            (f)   The first sentence of subsection 2.1(B)(3) of the Loan
Agreement is hereby amended to read as follows:

                  Borrowers shall be, jointly and severally, irrevocably and
            unconditionally obligated forthwith without presentment, demand,
            protest or other formalities of any kind, to reimburse Agent for any
            amounts paid with respect to a Letter of Credit (including without
            limitation, amounts paid by Agent to ANB or any beneficiary in
            respect of Commercial Letters of Credit issued by ANB and
            outstanding on the Second Amendment Date).

            (g)   The first sentence of subsection 2.3(A) of the Loan Agreement
is hereby amended to read as follows:

                  The aggregate outstanding principal balance of the Revolving
            Loan (together with the amount of Letter of Credit Liability) shall
            not at any time exceed the lesser of (i) the Maximum Revolving
            Facility or (ii) the amount of the Borrowing Base.

            (h)   The first sentence of subsection 2.6(A) of the Loan Agreement
is hereby amended by deleting the words "two percent (2%) per annum" contained
in the proviso to such sentence and inserting the words "three percent (3%) per
annum" in replacement thereof.

            (i)   Clause (ii) of subsection 2.6(B) of the Loan Agreement is
hereby amended to read as follows:

                  (ii)  [Reserved]

            (j)   Subsection 2.6(D) of the Loan Agreement is hereby amended to
read as follows:

                  (D) Borrowers shall pay to Agent, for the account of Lenders,
            a letter of credit fee (the "Letter of Credit Fee") equal to (1) two
            and one-half of one percent (2.50%) per annum of the undrawn face
            amount of each Standby Letter of Credit issued by Agent and (2) one
            and one-half percent (1.50%) per annum of the undrawn face amount of
            each Commercial Letter of Credit, in each case payable in arrears on
            the first


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            day of each month following any month in which one or more Letters
            of Credit are issued or outstanding, and on the termination of this
            Agreement; provided that following the occurrence and during the
            continuance of a Default, at the election of Agent or Requisite
            Lenders and upon written notice from Agent to Borrower
            Representative of such election, the applicable Letter of Credit Fee
            shall be increased by an additional three percent (3%) per annum.
            Such fee shall be computed on the basis of a 360-day year for the
            actual number of days elapsed.

            (k)   Subsection 2.6(F) of the Loan Agreement is hereby amended to
read as follows:

                  (F)   Borrowers shall pay to Agent, for Agent's sole account,
            in connection with any audit, inventory or accounts receivable
            analysis or other business analysis performed by or for the benefit
            of Agent, an audit fee in an amount equal to not to exceed $1,000
            per day for each person employed to perform such audit or analysis,
            which person may be an employee of Agent or an independent
            contractor, plus all reasonable out-of-pocket costs or expenses
            incurred by Agent in the performance of such audit or analysis;
            provided, that the aggregate amount payable by Borrowers hereunder
            with respect to audits and other business analyses conducted by
            Agent after the Closing Date at a time when no Default is continuing
            shall not exceed $15,000 during any Fiscal Year. Such audit fees and
            out-of-pocket costs and expenses shall be paid by Borrowers within
            five (5) Business Days following Agent's delivery of a statement
            setting forth such amounts to Borrower Representative and on the
            termination of this Agreement.

            (l)   The fourth sentence of subsection 2.7 of the Loan Agreement is
hereby amended to read as follows:

                  All payments to Agent hereunder shall be made in same day
            funds and shall, unless otherwise directed by Agent, be made by wire
            transfer to Agent at its offices in Phoenix, Arizona.

            (m)   Subsection 2.8 of the Loan Agreement is hereby amended to read
as follows:

                  2.8 Term of this Agreement. This Agreement shall be effective
            until March 31, 2003 (the "Term"). This Agreement shall terminate at
            the end of the Term; provided, however, that Agent shall retain the
            right to terminate this Agreement at any time upon the occurrence
            and during the continuance of a Default; and further provided,
            however, that: (i) all of Agent's and Lenders' rights and remedies
            (including, without limitation, under subsection 10.19 and any other
            indemnity sections hereof) under this Agreement and (ii) all of
            Agent's and Lenders' security interests shall


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            survive such termination until all of the Liabilities (other than
            indemnification Liabilities pursuant to subsection 10.19 hereof to
            the extent no claims giving rise thereto have then been asserted)
            have been fully paid and satisfied and all Letters of Credit either
            have been cancelled and returned to Agent or have been cash
            collateralized in accordance with subsection 9.7. Notwithstanding
            the foregoing, Borrowers may terminate this Agreement (and such
            termination shall constitute a prepayment hereunder) at any time
            other than as provided above upon satisfaction of the conditions set
            forth in subsections 2.3(B) and 2.6(G) hereof and the payment by
            Borrowers to Agent, for the account of Lenders, of the then
            outstanding principal and accrued interest and payment and
            performance of all other Liabilities (including without limitation
            fees due under subsections 2.6 and 2.10(C) hereof and any other fees
            owed to Agent and Lenders) and either the cancellation and return to
            Agent of all Letters of Credit or the cash collateralization thereof
            in accordance with subsection 9.7 hereof. Upon the effective date of
            termination of this Agreement, all of the Liabilities shall become
            immediately due and payable without notice or demand.
            Notwithstanding any termination, until all of the Liabilities (other
            than indemnification Liabilities pursuant to subsection 10.19 hereof
            to the extent no claims giving rise thereto have then been asserted)
            shall have been fully paid and satisfied (and all Letters of Credit
            either have been cancelled and returned to Agent or have been cash
            collateralized in accordance with subsection 9.7) and all financing
            arrangements between Borrowers and Agent and Lenders shall have been
            terminated, all of Agent's and Lenders' rights and remedies under
            this Agreement and the other Financing Agreements shall survive,
            Agent and Lenders shall be entitled to retain their security
            interests in and to all existing and future Collateral, and the
            Obligors shall continue to remit collections of Accounts and
            proceeds as provided herein.

            (n)   Subsection 3.1 of the Loan Agreement is hereby amended to read
as follows:

            3.1   Monthly Reports. Borrower Representative shall submit to
Agent, not later than forty-five (45) days after the last day of each month, a
monthly borrowing base certificate and report (the "Monthly Report") in the form
attached hereto as Exhibit C-1, which shall be signed by an Authorized Officer
and shall include, as of the last Business Day of such month:

            (i)   a calculation of Borrowers' Borrowing Base, on a consolidated
      basis;

            (ii)  a summary (or, if requested by Agent, a detailed) aged
      Accounts listing ("Accounts Trial Balance"), on a consolidated basis (if
      available) and on a Borrower by Borrower basis, prepared in a manner
      reasonably acceptable to Agent;


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            (iii) a summary (or, if requested by Agent, a detailed) schedule of
      Inventory owned by Borrowers and in possession or otherwise, on a
      consolidated basis and on a Borrower by Borrower basis, by location,
      valued at the lesser of cost, determined on a first in first out average
      basis, or market, and adjusted for such reserves as Agent has previously
      indicated to Borrower Representative are deemed by Agent to be
      appropriate, in its sole reasonable determination exercised in accordance
      with its customary business practices, and including a report of any
      variances or other results of inventory counts performed by Borrowers
      since the date of the last Monthly Report;

            (iv)  if requested by Agent, an aged trial balance of Borrowers'
      accounts payable, on a consolidated basis and on a Borrower by Borrower
      basis, prepared in a manner reasonably acceptable to Agent and showing the
      name of each party to whom a payable is due and the amounts, including an
      aging thereof in such form as Agent may reasonably request, or, at Agent's
      election, in lieu of the foregoing, a summary aging of Borrowers' accounts
      payable, on a consolidated basis and on a Borrower by Borrower basis,
      showing total agings by aged date in such form as Agent may reasonably
      request;

            (v)   if requested by Agent, a reconciliation, on a consolidated
      basis and on a Borrower by Borrower basis, of Borrowers' Accounts and
      Inventory between the amount shown on Borrowers' books and Borrowers'
      collateral reports delivered to Agent in such form as Agent may reasonably
      request; and;

            (vi)  such other reports or information as Agent may from time to
      time reasonably request.

            (o)   Subsection 3.2 of the Loan Agreement is hereby amended to read
as follows:

            3.2   Eligible Accounts. Agent shall have the sole right, in its
      sole reasonable discretion exercised in accordance with its customary
      business practices, to determine which Accounts of Borrowers are eligible
      (the "Eligible Accounts"). Without limiting Agent's discretion, the
      following Accounts, shall not be Eligible Accounts: (i) Accounts which
      remain unpaid ninety (90) days after the earlier of the original date of
      the applicable invoice or the shipment date, and Accounts which remain
      unpaid sixty (60) days after the due date of such Accounts, unless in
      either case Agent has made specific Account Debtor exceptions from the
      criteria set forth in this clause (i); (ii) all Accounts owing by a single
      Account Debtor, including a currently scheduled Account, if (1) Accounts
      owing by such Account Debtor would, if included as Eligible Accounts,
      exceed five percent (5%) of all Eligible Accounts and (2) twenty-five
      percent (25%) or more of the aggregate balance owing by such Account
      Debtor to Borrowers is ineligible due to the criteria set forth herein;
      (iii) Accounts with respect to which the Account Debtor is a Loan Party or
      a director, officer, employee, Subsidiary or Affiliate of any Loan Party;
      (iv) Accounts with respect to which the Account Debtor is the United
      States of America or any department, agency or instrumentality thereof,
      unless with respect to any such Account, the applicable Borrower has
      complied to Agent's satisfaction with the provisions of the Federal
      Assignment of Claims Act of 1940, including, without


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      limitation, executing and delivering to Agent all statements of assignment
      and/or notification which are in form and substance acceptable to Agent
      and which are deemed necessary by Agent to effectuate the assignment to
      Agent of such Accounts; (v) Accounts with respect to which the Account
      Debtor is not a resident of the United States or Canada (excluding the
      Northwest Territories, Nunavit or Quebec); (vi) Accounts with respect to
      which the Account Debtor has asserted a counterclaim or has a right of
      setoff, to the extent of such counterclaim or right of setoff; (vii)
      Accounts for which the prospect of payment or performance by the Account
      Debtor is or may be impaired as determined by Agent in its sole reasonable
      discretion exercised in accordance with its customary business practices;
      (viii) Accounts with respect to which Agent, on behalf of Lenders, does
      not have a first and valid fully perfected Lien; (ix) Accounts with
      respect to which the Account Debtor is the subject of bankruptcy or a
      similar insolvency proceeding or has made an assignment of the benefit of
      creditors or whose assets have been conveyed to a receiver or trustee; (x)
      Accounts with respect to which the Account Debtor's obligation to pay the
      Account is conditional upon the Account Debtor's approval or is otherwise
      subject to any repurchase obligation or return right, as with sales made
      on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or
      consignment basis; (xi) Accounts to the extent that the Account Debtor's
      indebtedness to the Obligors exceeds a credit limit determined by Agent in
      Agent's sole reasonable discretion exercised in accordance with its
      customary business practices; (xii) Accounts with respect to which the
      Account Debtor is located in any state denying creditors access to its
      courts in the absence of a notice of business activities report or similar
      filing, unless the applicable Borrower has either qualified as a foreign
      corporation to do business in such state or has filed such notice of
      business activities report or similar filing with the applicable state
      agency for the current year; (xiii) Accounts representing progress
      billings; (xiv) Accounts with respect to which any disclosure is required
      in the applicable Accounts Trial Balance in accordance with subsection 3.3
      hereof and (xv) Accounts of any Person other than a Borrower. In the event
      that previously scheduled Eligible Accounts in excess of $100,000
      individually or $250,000 in the aggregate cease to be Eligible Accounts
      under the above described criteria, Borrower Representative shall notify
      Agent thereof promptly after any Obligor has obtained knowledge thereof.

            (p)   Subsection 3.3 of the Loan Agreement is hereby amended to
delete any reference therein to the term "Collateral Report" and to amend clause
(iv) thereof to read as follows:

                  (iv)  [Reserved];

            (q)   Subsection 3.6 of the Loan Agreement is hereby amended to read
as follows:

            3.6   Lock Box Accounts and Blocked Accounts. If requested by Agent,
      Obligors shall, within thirty (30) days following such request, establish
      lock box accounts ("Lock Box Accounts") and blocked accounts (the "Blocked
      Accounts") with Agent and/or such banks as are reasonably acceptable to
      Agent (collectively, the "Collecting Banks") to which all Account Debtors
      shall directly remit all funds received, including


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      but not limited to all payments on Accounts of the Obligors, and in which
      Obligors will immediately deposit all other payments made for Inventory
      and other payments constituting proceeds of Collateral in the identical
      form in which such payment was made, whether by cash or check. The
      Collecting Banks shall acknowledge and agree, in a manner reasonably
      satisfactory to Agent, that Agent has control with respect to such Blocked
      Accounts and that all payments made to the Blocked Accounts are the sole
      and exclusive property of Agent, for the benefit of Lenders, that the
      Collecting Banks have no right to setoff against the Blocked Accounts
      (other than for unpaid fees and costs payable to such Collecting Banks in
      connection with the maintenance of such Blocked Accounts) and that the
      Collecting Banks will wire or otherwise transfer, on a daily basis, funds
      deposited into the Blocked Accounts to Agent or as otherwise directed in
      writing by Agent to such Collecting Banks. Obligors agree to pay to Agent
      any and all fees, costs and expenses which Agent incurs in connection with
      opening and maintaining any such Lock Box Accounts and Blocked Accounts
      and depositing for collection by Agent any check or item of payment
      received and/or delivered to any Collecting Bank or Agent, respectively,
      on account of the Liabilities and Obligors further agree to reimburse
      Agent and Lenders for any claims asserted by any Collecting Bank in
      connection with any such Blocked Accounts and any amounts paid to any
      Collecting Bank arising out of Agent's or Lenders' indemnification of such
      Collecting Bank against damages incurred by the Collecting Bank in the
      operation of any such Blocked Account.

            (r)   Subsection 3.8(B) of the Loan Agreement is hereby amended to
read as follows:

            (B)   If requested by Agent, Obligors shall, within thirty (30) days
      following such request, cause all issuers of Cash Equivalents in the name
      of any Obligor, and all securities intermediaries holding Cash Equivalents
      in securities accounts in the name of any Obligor, to enter into Control
      Letters with Agent with respect to such Cash Equivalents in form and
      substance reasonably satisfactory to Agent.

            (s)   Subsection 3.10 of the Loan Agreement is hereby amended to
read as follows:

                  3.10  [Reserved]

            (t)   Subsection 3.11 of the Loan Agreement is hereby amended to
delete any reference therein to the term "Collateral Report."

            (u)   Subsection 3.14 of the Loan Agreement is hereby amended to
read as follows:

                  3.14  [Reserved]

            (v)   Subsection 5.1 of the Loan Agreement is hereby amended to read
as follows:


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                  5.1   Security Interest. To secure payment and performance of
            the Liabilities, each Obligor hereby grants to Agent, for the
            benefit of Agent and Lenders, a right of setoff against and a
            continuing security interest in all personal property and interests
            in property of such Obligor, including without limitation all
            interests of such Obligor in the following property, whether now
            owned or hereafter acquired by such Obligor and wheresoever located:
            (i) Accounts, contract rights and other General Intangibles
            (including payment intangibles and software but excluding Motor
            Sports License Agreements to the extent that (a) such agreements are
            not capable of being encumbered under the terms thereof without the
            consent of the licensor (but only to the extent such restriction is
            enforceable under applicable law) and (b) such consent has not been
            obtained), tort claims, Investment Property, tax refunds, chattel
            paper (including electronic chattel paper), instruments, notes,
            letters of credit, letter of credit rights, supporting obligations,
            documents, and documents of title; (ii) Inventory; (iii) goods and
            Equipment (including embedded software) and fixtures; (iv) such
            Obligor's deposit accounts (general or special) and credits and
            other claims against Agent or any Lender, or any other financial
            institution with which such Obligor maintains deposits; (v) such
            Obligor's monies, and any and all other property and interests in
            property of such Obligor now or hereafter coming into the actual
            possession, custody or control of Agent or any Lender or any agent
            or affiliate of Agent or any Lender in any way or for any purpose
            (whether for safekeeping, deposit, custody, pledge, transmission,
            collection or otherwise); (vi) insurance proceeds of or relating to
            any of the foregoing; (vii) insurance proceeds relating to any key
            man life insurance policy covering the life of any director,
            officer, employee or former director, officer or employee of such
            Obligor; (viii) insurance proceeds relating to business interruption
            insurance; (ix) books and records relating to any of the foregoing
            and (x) all other rights to payment not included in the foregoing
            and all accessions and additions to, substitutions for, and
            replacements, products and proceeds, of any of the foregoing.

            (w)   Clause (ii) of subsection 5.2 of the Loan Agreement is hereby
amended to read as follows:

                  (ii)  if requested by Agent, control agreements from each bank
            maintaining a depository account of such Obligor;

            (x)   Subsection 6.1 of the Loan Agreement is hereby amended by
adding the following sentence at the end of such subsection:

                  Schedule 6.1 discloses each Obligor's state of incorporation
            or formation, such Obligor's name as it appears in official filings
            in the state of its incorporation or formation, the type of entity
            of such Obligor and the


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            organizational number issued by such Obligor's state of
            incorporation or formation.

            (y)   Subsection 7.1 of the Loan Agreement is hereby amended to read
as follows:

            7.1   Financial Statements. The Loan Parties shall keep proper books
      of record and account in which full and true entries will be made of all
      dealings or transactions of or in relation to the business and affairs of
      the Loan Parties, in accordance with GAAP, and Borrower Representative
      shall cause to be furnished to Agent and each Lender (unless specified to
      be delivered solely to Agent):

            (A)   Quarterly. As soon as practicable, and in any event within
      forty-five (45) days after the end of each of the first three fiscal
      quarters of each fiscal year:

                        (i)   publicly filed consolidated, and internally
            prepared consolidating, statements of income and cash flow of the
            Company and its Subsidiaries for such fiscal quarter and for the
            period from the beginning of the then current Fiscal Year to the end
            of such fiscal quarter and a public filed consolidated, and an
            internally prepared consolidating, balance sheet of the Company and
            its Subsidiaries as of the end of such fiscal quarter, all in
            reasonable detail and certified as accurate by an Authorized Officer
            pursuant to a certificate in the form of Exhibit C-2 attached
            hereto, subject to the absence of footnotes and changes resulting
            from normal year-end adjustments;

                        (ii)  calculations setting forth the compliance with the
            financial covenants set forth in subsection 8.18 hereof for the most
            recently completed fiscal quarter;

                        (iii) a statement that there exists no Default or
            Unmatured Default as of the last day of such fiscal quarter, or, if
            any Default or Unmatured Default exists, a specific description of
            the nature and the period of existence thereof and the action
            Obligors have taken and propose to take with respect thereto;

                        (iv)  a summary of any pending or, to Obligors'
            knowledge, threatened strike, work stoppage, material unfair labor
            practice claim, or other material labor dispute against or affecting
            any Loan Party or its employees as of the last day of such fiscal
            quarter; and

                        (v)   a schedule of Indebtedness (other than the Loans)
            incurred by the Loan Parties since the last day of the preceding
            fiscal quarter and, if any such Indebtedness is secured by Liens on
            any of the Loan Parties' assets, a description of the assets
            securing such Indebtedness.

            (B)   Annual. As soon as practicable and in any event within ninety
      (90) days after the end of each Fiscal Year: (i) consolidated statements
      of income, stockholders'


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      equity and cash flow of the Company and its Subsidiaries for such Fiscal
      Year, and a consolidated balance sheet of the Company and its Subsidiaries
      as of the end of such Fiscal Year, setting forth in each case, in
      comparative form, corresponding figures for the period covered by the
      preceding annual audit (in the case of statements) and as of the end of
      the preceding Fiscal Year in the case of balance sheets), all in
      reasonable detail and satisfactory in scope to Agent and audited by
      Andersen or such other independent certified public accountants selected
      by Borrower Representative and reasonably satisfactory to Agent, whose
      opinion shall be in scope and substance reasonably satisfactory to Agent;
      and (ii) calculations setting forth the compliance with the financial
      covenants set forth in subsection 8.18 hereof for such Fiscal Year.

            (C)   Projections. As soon as practicable and in any event within
      sixty (60) days after the start of each Fiscal Year of the Company, annual
      projections of the Company and its Subsidiaries for the succeeding Fiscal
      Year in reasonable detail (on a fiscal quarter basis), including
      consolidated statements of anticipated income and cash flow and
      consolidated balance sheets of the Company and its Subsidiaries for such
      Fiscal Year (on a fiscal month basis) in reasonable detail, and a detailed
      statement of the methods and assumptions used in the preparation of such
      projections;

            (D)   Letters from Accountants and Consultants. As soon as
      practicable and in any event within ten (10) days of delivery to any Loan
      Party, a copy of (1) each "Management Letter" prepared by the Company's
      independent certified public accountants in connection with the financial
      statements referred to in subsection 7.1(B) hereof and (2) to the extent
      that such letters may from time to time be issued by the Company's
      independent certified public accountants or other management consultants
      (collectively, "Accounting Systems Letters"), any letter issued by the
      Company's independent certified public accountants or other management
      consultants with respect to recommendations relating to any Loan Party's
      financial or accounting systems or controls;

            (E)   Default Notices. As soon as practicable (but in any event not
      more than five (5) Business Days after any senior officer (including the
      chief executive officer, the chief financial officer or controller) of any
      Obligor obtains knowledge of the occurrence of an event or the existence
      of a circumstance giving rise to an Unmatured Default or a Default),
      notice of any and all Unmatured Defaults or Defaults hereunder,

            (F)   List of Account Debtors.  To Agent, at the request of
      Agent, names, addresses and phone numbers of Obligors' customer Account
      Debtors; and

            (G)   Securities Exchange Act Filings. Promptly after the sending,
      making available or filing of the same, copies of all reports on Form 8-K,
      10-Q or 10-K or any similar form hereafter in use which the Company shall
      file with the Securities and Exchange Commission.

            (H)   Other Information. With reasonable promptness, such other
      business or financial data as Agent may reasonably request.


                                       12
<PAGE>
            All financial statements delivered to Agent and Lenders pursuant to
      the requirements of this subsection 7.1 (except where otherwise expressly
      indicated) shall be prepared in accordance with GAAP, consistently applied
      (subject in the case of interim financial statements to the lack of
      footnotes and non-material year-end adjustments), except for changes
      therein with which the independent certified public accountants issuing
      the opinion on the financial statements delivered pursuant to subsection
      7.1(B) hereof have previously concurred in writing. Together with each
      delivery of financial statements required by subsections 7.1(A) and 7.1(B)
      hereof; Borrower Representative shall deliver to Agent and Lenders a
      certificate of an Authorized Officer of Borrower Representative in the
      form attached hereto as Exhibit C-2 setting forth in such detail as is
      reasonably acceptable to Agent calculations with respect to the Obligors'
      compliance with each of the financial covenants contained in this
      Agreement and stating that there exists no Default or Unmatured Default,
      or, if any Default or Unmatured Default exists, specifying the nature and
      the period of existence thereof and what action the Obligors propose to
      take with respect thereto. Together with each delivery of financial
      statements required by subsection 7.1(B) hereof, Borrower Representative
      shall deliver to Agent and Lenders a certificate of the independent
      certified public accountants who performed the audit in connection with
      such statements stating that in making the audit necessary to the issuance
      of a report on such financial statements, they have obtained no knowledge
      of any Unmatured Default of a financial nature or Default, or, if such
      accountants have obtained knowledge of a Default or Unmatured Default,
      specifying the nature and period of existence thereof.

            (z)   Subsection 7.12 of the Loan Agreement is hereby amended by
inserting the following new paragraph at the end of such subsection:

                  Each Obligor hereby irrevocably authorizes Agent at any time
            and from time to time to file in any filing office in any Code
            jurisdiction any initial financing statements and amendments thereto
            that (a) indicate the Collateral (i) as all assets of such Obligor
            or words of similar effect, regardless of whether any particular
            asset comprised in the Collateral falls within the scope of Article
            9 of the Code, or (ii) as being of an equal or lesser scope or with
            greater detail, and (b) contain any other information required by
            part 5 of Article 9 of the Code for the sufficiency or filing office
            acceptance of any financing statement or amendment, including (i)
            whether such Obligor is an organization, the type of organization
            and any organization identification number issued to such Obligor,
            and (ii) in the case of a financing statement filed as a fixture
            filing or indicating Collateral as as-extracted collateral or timber
            to be cut, a sufficient description of real property to which the
            Collateral relates. Each Obligor agrees to furnish any such
            information to Agent promptly upon request. Each Obligor also
            ratifies its authorization for Agent to have filed in any Code
            jurisdiction any initial financing statements or amendments thereto
            if filed prior to the date hereof. Each Obligor shall promptly
            notify Agent of any material commercial tort claim (as defined in
            the Code) acquired by it and, if requested by Agent, such Obligor
            shall enter into a supplement to


                                       13
<PAGE>
            this Agreement in order to grant to Agent a Lien in such commercial
            tort claim. Each Obligor acknowledges that it is not authorized to
            file any amendment or termination statement with respect to any
            financing statement filed for the benefit of Agent without the prior
            written consent of Agent and agrees that it will not do so without
            the prior written consent of Agent, subject to such Obligor's rights
            under Section 9-509(d)(2) of the Code.

            (aa)  Section 7 of the Loan Agreement is hereby amended by inserting
the following as subsection 7.14 thereof:

                  7.14  Foreign Subsidiary Stock Pledge. Within thirty (30) days
            following any request by Agent, Borrower will pledge to Agent, for
            the benefit of Lenders, 65% of the outstanding equity interests of
            Action Performance Holding GmbH upon terms reasonably satisfactory
            to Agent and sufficient to grant to Agent a first priority perfected
            Lien upon such equity interests under the laws of all applicable
            jurisdictions. Borrower shall not cause or permit the equity
            interests of Action Performance Holding Gmbh to be encumbered by any
            Lien in favor of any Person other than Agent.

            (bb)  Clause (iii) of subsection 8.2 of the Loan Agreement is hereby
amended by deleting the "$2,000,000" amount referred to therein and inserting
"$5,000,000" in replacement thereof.

            (cc)  The last sentence of subsection 8.2 of the Loan Agreement is
hereby amended to read as follows:

                  Without limiting the generality of the foregoing, the Company
            shall not make any payment with respect to the Subordinated Notes
            except as permitted under subsections 8.8(C) or 8.8(D) hereof, and
            the Company shall not amend or modify the Subordinated Notes or the
            Subordinated Indenture.

            (dd)  Subsection 8.3 of the Loan Agreement is hereby amended to read
as follows:

                  8.3   Consolidations, Mergers or Acquisitions. (a) None of the
            Loan Parties shall recapitalize, consolidate with, merge with, or
            otherwise acquire all or substantially all of the assets or
            properties of any other Person (or a division thereof), form or
            acquire any Subsidiaries or enter into any agreement with respect to
            any of the foregoing, except for Permitted Acquisitions and except
            that upon not less than five (5) Business Days prior written notice
            to Agent, and so long as no Default has then occurred and is
            continuing or would result therefrom:


                                       14
<PAGE>
                  (i)   any Borrower may merge with any other Borrower and any
            Subsidiary Guarantor may merge with any Borrower, provided that the
            applicable Borrower shall be the continuing or surviving
            corporation;

                  (ii)  any Subsidiary Guarantor may merge with any other
            Subsidiary Guarantor; and

                  (iii) any German Subsidiary may merge with any other German
            Subsidiary.

            Notwithstanding the foregoing, no Loan Party shall merge with the
            Company.

                  (b)   Any Obligor may acquire the assets or all of the capital
            stock of a Person engaged in the same line of business as the Loan
            Parties to the extent such acquisition is approved by Agent (in its
            sole discretion) or otherwise satisfies each of the following
            conditions (any such acquisition being referred to as a "Permitted
            Acquisition"):

                  (i)   None of the Loan Parties shall incur or assume any
            Indebtedness in connection with any such acquisition except for
            Indebtedness permitted to be incurred or assumed under subsection
            8.2. No earn-out or similar payment obligations shall be incurred in
            connection with such Permitted Acquisition unless approved by Agent;

                  (ii)  The sum of all amounts paid or payable by Obligors in
            connection with such acquisitions (including without limitation,
            purchase price amounts, non-compete payments and transaction costs)
            shall not exceed (1) $5,000,000 for any such single acquisition or
            series of related acquisitions and (2) $10,000,000 in the aggregate
            for all such acquisitions during the term of this Agreement;

                  (iii) Before and after giving effect to any such acquisition,
            no Unmatured Default or Default shall have occurred and be
            continuing;

                  (iv)  After giving effect to any such acquisition, Obligors
            shall be in compliance on a pro forma basis with the financial
            covenants set forth in subsection 8.18, recomputed for the most
            recent fiscal quarter for which financial statements have been
            delivered;

                  (v)   Upon consummation of any such acquisition, Agent, on
            behalf of Lenders, shall have a perfected first priority Lien upon
            all assets acquired in connection therewith, subject only to
            Permitted Liens; provided, that if such acquisition involves the
            acquisition of the capital stock of a Person, then (1) Obligors
            shall pledge all the capital stock of such Person to Agent upon
            terms reasonably satisfactory to Agent and (2) Obligors shall cause
            such Person to guaranty the Liabilities and grant to


                                       15
<PAGE>
            Agent a perfected first priority lien upon all of such Person's
            assets (subject only to Permitted Liens) upon terms reasonably
            satisfactory to Agent; and

                  (vi)  Not less than twenty (20) Business Days prior to
            consummating any such acquisition, Borrower Representative shall
            deliver to Agent an acquisition summary with respect to such
            proposed acquisition, such summary to include (1) a reasonably
            detailed description of the Person (or business) to be acquired
            (including financial information) and operating results (including
            financial statements), (2) the terms and conditions, including
            economic terms, of the proposed acquisition, and (3) pro forma
            financial projections for the Company and its Subsidiaries for the
            four fiscal quarters following the date of such proposed
            acquisition, together with a calculation of Obligors' pro forma
            compliance with the financial covenants set forth in subsection 8.18
            for such period after giving effect to such acquisition; and

                  (vii) Prior to consummating any such acquisition, Borrower
            Representative shall provide Agent with all acquisition documents
            relating thereto and such other information (including officer's
            certificates and opinions of counsel) as Agent shall reasonably
            request in order to confirm that the conditions set forth herein
            have been satisfied.

            (ee)  The final enumerated clause of the first sentence of
subsection 8.4 of the Loan Agreement (which clause is currently enumerated as
clause "(vi)") is hereby amended to read as follows:

                  (vii) Intercompany Indebtedness permitted under subsection 8.2
            and Permitted Acquisitions permitted under subsection 8.3(b).

            (ff)  Subsection 8.8(D) of the Loan Agreement is hereby amended to
read as follows:

                  (D)   The Company may from time to time declare and pay
            dividends on its shares of common stock and/or repurchase
            Subordinated Notes and/or shares of its common stock in open market
            transactions; provided that:

                  (1)   no Unmatured Default or Default shall have occurred and
            be continuing on the date of any such payment or repurchase or would
            result after giving effect thereto; and

                  (2)   after giving effect to any such payment or repurchase,
            Obligors shall be in compliance on a pro forma basis with the
            financial covenants set forth in subsection 8.18, recomputed for the
            most recent fiscal quarter for which financial statements have been
            delivered.


                                       16
<PAGE>
            (gg)  Subsection 8.16 of the Loan Agreement is hereby amended to
read as follows:

                  8.16  Subsidiaries. None of the Loan Parties shall acquire,
            nor shall any Loan Parties (except for the Foreign Subsidiaries)
            form, any Subsidiaries, except in connection with Permitted
            Acquisitions.

            (hh)  Subsection 8.17 of the Loan Agreement is hereby amended to
read as follows:

                  8.17  [Reserved]

            (ii)  Subsection 8.18 of the Loan Agreement is hereby amended to
read as follows:

                  8.18  Financial Covenants.  The Loan Parties shall:

                  8.18.1 Capital Expenditures. Not expend or be committed to
            expend for Capital Expenditures (including, without limitation, for
            the acquisition of fixed assets) on a non-cumulative basis in the
            aggregate more than $25,000,000 during any Fiscal Year.

                  8.18.2 Debt Coverage Ratio. As of the end of each fiscal
            quarter, commencing with the fiscal quarter ending December 31,
            2001, maintain a Debt Coverage Ratio of not less than 2.50.

                  8.18.3 Funded Indebtedness to EBIDA. As of the end of each
            fiscal quarter, commencing with the fiscal quarter ending December
            31, 2001, maintain a ratio of Funded Indebtedness as of such date to
            EBIDA for the four fiscal quarters then ended of not greater than
            2.25.

                  8.18.4 Minimum Tangible Net Worth. Not permit, at any time,
            Tangible Net Worth to be less than $95,000,000, as such amount may
            be reduced by any reduction in Tangible Net Worth (in an aggregate
            amount not exceeding $5,000,000) resulting solely from the Company's
            repurchase of Subordinated Notes following the Second Amendment
            Date.

            (jj)  Subsection 8.19 of the Loan Agreement is hereby amended to
read as follows:

                  8.19  Revolving Loan Clean Down. Borrowers shall reduce the
            Revolving Loan balance to zero for at least thirty (30) consecutive
            days during the period from the Second Amendment Date through
            September 30, 2002 and during each Fiscal Year thereafter.

            (kk)  Subsections 9.1(H), (I) and (J) of the Loan Agreement are
hereby amended to read as follows:


                                       17
<PAGE>
                  (H)   (i) a proceeding under any bankruptcy, reorganization,
            arrangement of debt, insolvency, readjustment of debt or
            receivership law or statute is filed (a) against any Loan Party
            (other than Goodsports International Ltd.) and an adjudication or
            appointment is made and such proceeding remains undismissed for a
            period in excess of sixty (60) days, or an order for relief is
            entered, or (b) by any Loan Party (other than Goodsports
            International Ltd.) or (ii) any Loan Party (other than Goodsports
            International Ltd.) makes an assignment for the benefit of
            creditors; or any Loan Party (other than Goodsports International
            Ltd.) takes any corporate action to authorize any of the foregoing
            in this clause (H):

                  (I)   any order, judgment or decree is entered against any
            Loan Party (other than Goodsports International Ltd.) decreeing the
            dissolution or split up of such Loan Party and such order remains
            undischarged or unstayed for a period in excess of thirty (30) days;

                  (J)   any Loan Party (other than Goodsports International
            Ltd.) becomes insolvent or fails generally to pay its debts as they
            become due;

            (ll)  Section 9 of the Loan Agreement is hereby amended by adding
the following new subsection 9.7 at the end of such Section:

                  9.7   Cash Collateral for Letters of Credit. If a Default has
            occurred and is continuing or this Agreement (or the Revolving Loan
            Commitment) shall be terminated for any reason, then Agent may, and
            upon request of Requisite Lenders shall, demand (which demand shall
            be deemed to have been delivered automatically upon the occurrence
            of a Default described in subsection 9.1(H), and Obligors shall
            thereupon deliver to Agent, to be held for the benefit of Agent and
            Lenders entitled thereto, an amount of cash equal to 105% of the
            aggregate amount of Letter of Credit Liability at such time as
            additional collateral security for the Obligors' Liabilities in
            respect of any Letter of Credit. Agent may at any time apply any or
            all of such cash and cash collateral to the payment of any or all of
            Obligors' Liabilities in respect of any Letter of Credit.

            (mm)  Subsections 10.7 and 10.8 of the Loan Agreement are hereby
amended to read as follows:

                  10.7  CHOICE OF LAW. THIS AGREEMENT SHALL BE DEEMED TO BE
      EXECUTED AND HAS BEEN DELIVERED AND ACCEPTED IN PHOENIX, ARIZONA BY
      SIGNING AND DELIVERING IT THERE. ANY DISPUTE BETWEEN THE PARTIES HERETO
      ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEM IN


                                       18
<PAGE>
      CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT,
      EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
      LAWS AND NOT THE CONFLICTS OF LAW PROVISIONS OF THE STATE OF ARIZONA.

                  10.8  CONSENT TO JURISDICTION.

                        (A)   EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN
            SUBSECTION 10.8(B) HEREOF, AGENT, LENDERS AND OBLIGORS AGREE THAT
            ALL DISPUTES BETWEEN THEM ARISING OUT OF, CONNECTED WITH, RELATED TO
            OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
            CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT,
            TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE OR
            FEDERAL COURTS LOCATED IN MARICOPA COUNTY, ARIZONA, BUT AGENT,
            LENDERS AND OBLIGORS ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
            MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF MARICOPA COUNTY,
            ARIZONA. OBLIGORS WAIVE IN ALL DISPUTES ANY OBJECTION THAT THEY MAY
            HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

                        (B)   OTHER JURISDICTIONS. OBLIGORS AGREE THAT AGENT AND
            LENDERS SHALL HAVE THE RIGHT TO PROCEED AGAINST ANY OBLIGOR OR ITS
            PROPERTY ("PROPERTY") IN A COURT IN ANY LOCATION TO ENABLE AGENT AND
            LENDERS TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
            LIABILITIES, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED
            IN FAVOR OF AGENT AND LENDERS. OBLIGORS WAIVE ANY OBJECTION THAT
            THEY MAY HAVE TO THE LOCATION OF THE COURT IN WHICH AGENT HAS
            COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION 10.8(B).

            (nn)  The notice address of Agent and Bank One (as successor to ANB)
set forth in subsection 10.17 of the Loan Agreement is hereby amended to read as
follows:

                              Bank One, NA
                              201 North Central Avenue, 21st Floor
                              Phoenix, Arizona 85004
                              Attention:  Hope B. Levin
                              Facsimile:  (602) 221-1502
                              Confirmation:  (602) 221-1773

            (oo)  Exhibits B (Form of Borrowing Notice), C-1 (Form of Monthly
Certificate, C-2 (Form of Compliance Certificate) and D (Form of Signature
Authorization Certificate) attached hereto are hereby incorporated as Exhibits
B, C-1, C-2 and D to the Credit


                                       19
<PAGE>
Agreement, and existing Exhibits B, C-1, C-2, C-3, C-4, C-5 and D to the Credit
Agreement are hereby deleted.

            SECTION 2. REPRESENTATIONS AND WARRANTIES OF OBLIGORS. To induce
Bank One to execute and deliver this Agreement, Obligors jointly and severally
represent and warrant that:

            (a)   The execution, delivery and performance by each Obligor of
this Agreement have been duly authorized and this Agreement and the Loan
Agreement and all other Financing Agreements are legal, valid and binding
obligations of each Obligor, enforceable against each Obligor in accordance with
their respective terms, except as the enforcement thereof may be subject to (i)
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforcement is sought in a proceeding in
equity or at law); and

            (b)   No Unmatured Default or Default has occurred and is continuing
and each of the representations and warranties contained in the Loan Agreement
and the other Financing Agreements is true and correct in all material respects
on and as of the date hereof as if made on the date hereof.

            SECTION 3. REFERENCE TO AND EFFECT UPON THE LOAN AGREEMENT.

            (a)   Except as expressly set forth herein, all terms, conditions,
covenants, representations and warranties contained in the Loan Agreement or any
other Financing Agreement, and all rights of Agent and Lenders and all
Liabilities of Obligors thereunder, shall remain in full force and effect.
Obligors hereby confirm that the Loan Agreement and the other Financing
Agreements are in full force and effect and that no Obligor has any defense,
setoff or counterclaim to the Liabilities under the Loan Agreement or any other
Financing Agreement.

            (b)   Except as expressly set forth herein, the execution, delivery
and effectiveness of this Agreement and any waivers set forth herein shall not
directly or indirectly (i) constitute a waiver of any past, present or future
violations of any provisions of the Loan Agreement or any other Financing
Agreement, (ii) amend, modify or operate as a waiver of any provision of the
Loan Agreement or any other Financing Agreement or any right, power or remedy of
Agent or any Lender thereunder, or (iii) constitute a course of dealing or other
basis for altering any Liabilities of any Obligor under the Financing Agreements
or any other contract or instrument.

            (c)   All accrued interest and fees payable to ANB, as the
predecessor Agent and Lender under the Loan Agreement, which are outstanding on
the date hereof shall remain outstanding and shall be payable to Bank One, as
the successor Agent and Lender under the Loan Agreement.

            (d)   This Agreement shall constitute a Financing Agreement.

            SECTION 4. COSTS AND EXPENSES. Obligors jointly and severally agree
to promptly reimburse Bank One on demand for all fees, costs and expenses
(including the fees,


                                       20
<PAGE>
costs and expenses of counsel retained by Bank One) in connection with the
negotiation, preparation and consummation of this Agreement and the transactions
contemplated hereby and thereby.

            SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA.

            SECTION 6. HEADINGS. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purposes.

            SECTION 7. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart. Any party
hereto may execute and deliver a counterpart of this Agreement by delivering by
facsimile transmission a signature page of this Agreement signed by such party,
and any such facsimile signature shall be treated in all respects as having the
same effect as an original signature. Any party delivering by facsimile
transmission a counterpart executed by it shall promptly thereafter also deliver
a manually signed counterpart of this Agreement.

            SECTION 8. EFFECTIVENESS. This Agreement shall become effective at
the time Agent shall have received sufficient copies of the following documents,
all in form and substance satisfactory to Agent:

            (a)   Agreement. Executed signature pages to this Agreement signed
by Obligors.

            (b)   Assignment and Acceptance Agreement. A fully executed
Assignment and Acceptance Agreement between ANB and Bank One, providing for the
assignment by ANB of all of its rights as a Lender under the Loan Agreement to
Bank One.

            (c)   Agreement Appointing Successor Agent. A fully executed
Agreement Appointing Successor Agent among ANB, Bank One and Obligors, naming
Bank One as successor Agent to ANB under the Loan Agreement and the other
Financing Agreements.

            (d)   Good Standing Certificates. A certificate of good standing for
each Obligor from such Obligor's jurisdiction of incorporation or formation.

            (e)   Resolutions. Copies, certified by the Secretary or Assistant
Secretary of each Obligor, of resolutions of its Board of Directors (or other
governing body of such Obligor, if applicable) authorizing the execution of this
Agreement and the other Financing Agreements delivered herewith.

            (f)   Amendment to Pledge Agreements. An Amendment to Pledge
Agreements executed by the Company, goracing.com, inc. and Racing Club.


                                       21
<PAGE>
            (g)   Joinder to Company Pledge Agreement. A Joinder to Company
Pledge Agreement pledging to Agent, for the benefit of Lenders, all of the
membership interests of Castaway Collectibles, L.L.C. owned by the Company.

            (h)   Replacement Revolving Note. A replacement Revolving Note from
Borrowers payable to the order of Bank One.

            (i)   UCC Financing Statements. Assignments of, and amendments to,
the UCC-1 financing statements previously filed by Obligors in favor of ANB.

            (j)   Compliance Certificate. A Compliance Certificate signed by
Borrower Representative's chief financial officer, setting forth a calculation
of Obligors' compliance with the financial covenants set forth in subsection
8.18, in each case measured as of September 30, 2001 for the Fiscal Year then
ended.

            (k)   Revised Schedules to Loan Agreement. Revised Schedules 1.1
(Commitments), 6.1 (Jurisdictions of Organization and Qualification), 6.12
(Subsidiaries), 6.20 (Capitalization), 6.22 (Bank Accounts) and 6.25
(Insurance).

            (l)   Schedule of Intercompany Indebtedness. A schedule setting
forth a summary of all Intercompany Indebtedness outstanding on the date hereof.

            (m)   Insurance Policies. Certificates of insurance summarizing all
insurance coverages maintained by the Company and its Subsidiaries, together
with lenders' loss payable endorsements in favor of Agent and endorsements to
all liability polices naming Agent and Lenders as additional insureds.

            (n)   Signature Authorization Certificate. A duly executed Signature
Authorization Certificate for the Company.

            (o)   Other Information. Such other information and documents as
Agent shall request.


                                       22
<PAGE>
            IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date and year first above written.

                                    ACTION PERFORMANCE COMPANIES, INC.,
                                    as Borrower Representative and an Obligor


                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    RACING COLLECTABLES CLUB OF AMERICA,
                                    INC., as a Borrower


                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    ACTION RACING COLLECTABLES, INC., as a
                                    Borrower

                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    ACTION SPORTS IMAGE, L.L.C., as a Borrower


                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    AW ACQUISITION CORP., as a Subsidiary
                                    Guarantor

                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    GORACING.COM, INC., as a Subsidiary
                                    Guarantor

                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------
<PAGE>
                                    THE FAN CLUB COMPANY, L.L.C., as a
                                    Subsidiary Guarantor

                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    GORACING INTERACTIVE SERVICES, INC., as a
                                    Subsidiary Guarantor

                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    ACTION CORPORATE SERVICES, INC., as a
                                    Subsidiary Guarantor

                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    RYP, INC., as a Subsidiary Guarantor


                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


                                    CREATIVE MARKETING & PROMOTIONS, INC., as
                                    a Subsidiary Guarantor

                                    By: /s/ R. David Martin
                                       -----------------------------------------
                                    Title:  Chief Financial Officer
                                          --------------------------------------


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<PAGE>
                                    BANK ONE, NA, as Agent and Lender

                                    By:/s/ Hope Berman Levin
                                       -----------------------------------------
                                    Title: Vice President
                                          --------------------------------------


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