REGISTRATION RIGHTS AGREEMENT



                                  by and among

                       Action Performance Companies, Inc.

                                       and

                      NationsBanc Montgomery Securities LLC
                             CIBC Oppenheimer Corp.
                             EVEREN Securities, Inc.
                               Piper Jaffray Inc.




                           Dated as of March 24, 1998
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                          REGISTRATION RIGHTS AGREEMENT



         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered into as of March 24, 1998,  by and among Action  Performance  Companies,
Inc.,  an  Arizona  corporation  (the  "Company"),  and  NationsBanc  Montgomery
Securities  LLC,  CIBC  Oppenheimer  Corp.,  EVEREN  Securities,  Inc. and Piper
Jaffray  Inc.  (each an "Initial  Purchaser"  and,  collectively,  the  "Initial
Purchasers"),  each  of  whom  has  agreed  to  purchase  the  Company's  4 3/4%
Convertible  Subordinated  Notes due 2005 (the "Initial  Notes") pursuant to the
Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement,  dated as of
March 18,  1998 (the  "Purchase  Agreement"),  by and among the  Company and the
Initial  Purchasers  (i) for your  benefit  and for the  benefit  of each  other
Initial  Purchaser  and (ii) for the benefit of the holders from time to time of
the  Securities,  as  defined  below,  (including  you and  each  other  Initial
Purchaser). In order to induce the Initial Purchasers to purchase the Notes, the
Company  has  agreed  to  provide  the  registration  rights  set  forth in this
Agreement.  The execution  and delivery of this  Agreement is a condition to the
obligations of the Initial  Purchasers set forth in Section 5(h) of the Purchase
Agreement.

         The parties hereby agree as follows:

         Section 1. Definitions

         As used in this Agreement,  the following  capitalized terms shall have
the following meanings:

         Closing Date:  The date of this Agreement.

         Commission:  The Securities and Exchange Commission.

         Damages Payment Date: Each of the  semi-annual  interest  payment dates
         provided in the Indenture.

         Effectiveness Target Date:  As defined in Section 5.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

         Exempt  Resales:  The  transactions  in which  the  Initial  Purchasers
         propose  to sell the  Securities  to certain  "qualified  institutional
         buyers," as such term is defined in Rule 144A under the Securities Act,
         and to certain  institutional  "accredited  investors," as such term is
         defined in Rule  501(a)(1),  (2), (3) and (7) of Regulation D under the
         Securities Act  ("Accredited  Institutions"),  and to certain  non-U.S.
         persons outside the United States in reliance on Regulation S under the
         Securities Act.

         Holders:  As defined in Section 2(b) hereof.

         Indemnified Holder:  As defined in Section 7(a) hereof.
<PAGE>
         Indenture: The Indenture, dated as of March 24, 1998, among the Company
         and First Union National Bank, as trustee (the "Trustee"),  pursuant to
         which the Securities are to be issued,  as such Indenture is amended or
         supplemented from time to time in accordance with the terms thereof.

         Initial Purchaser:  As defined in the preamble hereto.

         Initial Placement:  The issuance and sale by the Company of the Initial
         Notes to the Initial Purchasers pursuant to the Purchase Agreement.

         Interest Payment Date:  As defined in the Indenture and the Notes.

         Liquidated Damages:  As defined in Section 4 hereof.

         NASD:  National Association of Securities Dealers, Inc.

         Notes:  The 4 3/4%  Convertible  Subordinated  Notes due  2005,  issued
         pursuant  to the  Purchase  Agreement,  for so long as such  securities
         constitute Transfer Restricted Securities, as defined below.

         Person:   An   individual,    partnership,    corporation,   trust   or
         unincorporated  organization,  or a  government  or agency or political
         subdivision thereof.

         Prospectus:  The prospectus  included in a Registration  Statement,  as
         defined below, as amended or supplemented by any prospectus  supplement
         and  by  all  other  amendments   thereto,   including   post-effective
         amendments,  and all  material  incorporated  by  reference  into  such
         Prospectus.

         Record Holder: With respect to any Damages Payment Date relating to the
         Notes,  each  Person who is a Holder of Notes on the  record  date with
         respect to the Interest Payment Date on which such Damages Payment Date
         shall occur.

         Registration Default:  As defined in Section 4 hereof.

         Registration  Statement:  Any  registration  statement  of the  Company
         relating  to  the  registration  for  resale  of  Transfer   Restricted
         Securities,  as  defined  below,  pursuant  to the  Shelf  Registration
         Statement, which is filed pursuant to the provisions of this Agreement,
         including  the  Prospectus   included   therein,   all  amendments  and
         supplements  thereto  (including  post-effective  amendments)  and  all
         exhibits and material incorporated by reference therein.

         Securities:  The Notes and the Underlying Securities, as defined below.

         Securities Act:  The Securities Act of 1933, as amended.

         Shelf Filing Deadline:  As defined in Section 3 hereof.

         Shelf Registration Statement:  As defined in Section 3 hereof.

         Special Counsel: Fried, Frank, Harris, Shriver & Jacobson or such other
         counsel as shall be specified by the Holders of a majority in principal
         amount of the Transfer Restricted
                                      -2-
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         Securities  and shall be  acceptable  to the Company  (based on,  among
         other  factors,  the  anticipated  costliness  thereof)  acting in good
         faith,  the fees and  expenses  of  which  will be paid by the  Company
         pursuant to Section 6(b) hereof.

         Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C. Section
         77aaa-77bbbb) as in effect on the date of the Indenture.

         Transfer Restricted  Securities:  Each Security,  until the earliest to
         occur of (a) the  date on  which  such  Security  has been  effectively
         registered  under the Securities Act and disposed of in accordance with
         a Shelf Registration Statement,  (b) the date on which such Security is
         distributed  to the public  pursuant  to Rule 144 under the  Securities
         Act, and (c) the date on which such Security may be sold or transferred
         pursuant to Rule 144(k) under the Securities Act.

         Underlying Securities:  The Common Stock, par value $0.01 per share, of
         the Company into which the Notes are convertible.

         Underwritten  Registration or Underwritten  Offering: A registration in
         which  securities  of  the  Company  are  sold  to an  underwriter  for
         reoffering to the public.

         Section 2. Securities Subject To This Agreement

                  (a) Transfer Restricted Securities. The securities entitled to
the benefits of this Agreement are the Transfer Restricted Securities

                  (b) Holders of  Transfer  Restricted  Securities.  A Person is
deemed to be a holder of  Transfer  Restricted  Securities  (each,  a  "Holder")
whenever such Person owns Transfer Restricted Securities.

         Section 3. Shelf Registration

                  (a)  Shelf  Registration.  The  Company  shall (i) cause to be
filed a shelf  registration  statement pursuant to Rule 415 under the Securities
Act (the "Shelf Registration Statement") as soon as practicable but in any event
on or prior to 60 days after the Closing Date (such date being the "Shelf Filing
Deadline")  on Form S-1 or Form S-3, if the use of such form is then  available,
or another  appropriate form permitting  registration of the Transfer Restricted
Securities, and as determined by the Company, which Shelf Registration Statement
shall provide for resales of all Transfer  Restricted  Securities by the Holders
thereof who shall have  provided the  information  required  pursuant to Section
3(b)  hereof;  and (ii) use its  reasonable  best  efforts  to cause  such Shelf
Registration Statement to be declared effective by the Commission on or prior to
120 days after the Closing Date (the "Effectiveness Target Date").

         The Company shall use its best efforts to keep such Shelf  Registration
Statement continuously effective,  supplemented,  and amended as required by the
provisions  of Sections  5(a) and (b) hereof to the extent  necessary  to ensure
that it is  available  for  resales of  Securities  by the  Holders of  Transfer
Restricted  Securities  entitled to the  benefit of this  Section  3(a),  and to
ensure that it conforms with the requirements of this Agreement,  the Securities
Act and the policies, rules, and regulations of the Commission as announced from
time to time, for a period of at least two years following the effective date of
such Shelf  Registration  Statement (or shorter  period that will terminate when
each of the Transfer Restricted Securities covered by such Shelf Registration
                                      -3-
<PAGE>
Statement  have  been  sold  pursuant  to such  Shelf  Registration  Statement).
Notwithstanding  the  foregoing,  the Company shall not be obligated to maintain
the  effectiveness  of the Shelf  Registration  Statement  if it has obtained an
opinion of counsel that the Transfer Restricted Securities may be freely offered
and sold in the public markets without the continued  effectiveness of the Shelf
Registration Statement.

                  (b) Provision by Holders of Certain  Information in Connection
with  the  Shelf  Registration  Statement.  No  Holder  of  Transfer  Restricted
Securities  may include any of its Transfer  Restricted  Securities in any Shelf
Registration  Statement  pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing,  within 10 business days after receipt of a
request therefor, such information as the Company may reasonably request for use
in connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus  included  therein.  Each  Holder as to which any Shelf  Registration
Statement is being  effected  agrees to furnish  promptly to the Company all new
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not misleading.

         Section 4. Liquidated Damages

         If (i) the applicable  Shelf  Registration  Statement  required by this
Agreement  is not filed  with the  Commission  on or prior to the  Shelf  Filing
Deadline, (ii) the applicable Shelf Registration Statement has not been declared
effective by the  Commission  on or prior to the  Effectiveness  Target Date, or
(iii) the applicable Shelf Registration  Statement required by this Agreement is
filed and declared  effective but shall thereafter cease to be effective or fail
to be usable for its intended purpose for a period of time which shall exceed 60
days  in the  aggregate  in any  twelve-month  period  without  being  succeeded
promptly by a post-effective amendment to such Shelf Registration Statement that
cures  such  failure  and that is itself  declared  effective  (each  such event
referred to in clauses (i) through (iii), a "Registration Default"), the Company
hereby agrees to pay, as liquidated  damages,  and not as a penalty,  during any
period  during  which  a  Registration   Default  shall  have  occurred  and  be
continuing,  an additional  amount (the "Liquidated  Damages") which is equal to
one-quarter  of one percent (25 basis  points)  per $1,000  principal  amount of
Notes or $2.50 per 20.7469  shares of Common Stock (subject to adjustment in the
event of stock  splits,  stock  recombination's,  stock  dividends and the like)
constituting  Transfer  Restricted  Securities  for each 90-day period until the
applicable  Registration  Statement  is filed  and the  applicable  Registration
Statement is declared effective or the Shelf Registration Statement again become
effective  or usable,  as the case may be,  but in no event  shall the amount of
Liquidated  Damages  exceed one and  one-quarter  percent (125 basis points) per
$1,000  principal  amount of Notes or $12.50 per 20.7469  shares of Common Stock
(subject to  adjustments in certain  instances as set forth above)  constituting
Transfer Restricted Securities.  All accrued Liquidated Damages shall be paid by
the  Company to the Record  Holders by wire  transfer of  immediately  available
funds or by federal funds check on each Damages Payment Date.

         All  obligations  of the Company set forth in the  preceding  paragraph
that are  outstanding  with respect to any Transfer  Restricted  Security at the
time such security  ceases to be a Transfer  Restricted  Security  shall survive
until  such time as all such  obligations  with  respect to such Note shall have
been satisfied in full.

         Section 5. Registration Procedures

                  (a) Shelf Registration Statement. In connection with the Shelf
Registration
                                      -4-
<PAGE>
Statement,  the Company  shall comply with all the  provisions  of
Section 5(b) below and shall use its best efforts to effect such registration to
permit the sale of the Transfer  Restricted  Securities being sold in accordance
with the  intended  method or  methods of  distribution  thereof,  and  pursuant
thereto the Company will as  expeditiously as possible prepare and file with the
Commission  a  Registration  Statement  relating  to  the  registration  on  any
appropriate form under the Securities Act, which form shall be available for the
sale of the  Transfer  Restricted  Securities  in  accordance  with the intended
method or methods of distribution thereof.

                  (b) General  Provisions.  In connection with any  Registration
Statement and any  Prospectus  required by this  Agreement to permit the sale or
resale of Transfer Restricted Securities, the Company shall:

                           (i) use its best  efforts  to keep such  Registration
Statement  continuously effective and provide all requisite financial statements
for the period specified in Section 3 of this Agreement;  upon the occurrence of
any event that would cause any such  Registration  Statement  or the  Prospectus
contained therein (A) to contain a material  misstatement or omission or (B) not
to be effective and usable for resale of Transfer  Restricted  Securities during
the period  required  by this  Agreement,  the  Company  shall file  promptly an
appropriate amendment to such Registration Statement, in the case of clause (A),
correcting any such misstatement or omission,  and, in the case of either clause
(A) or (B),  use its  best  efforts  to  cause  such  amendment  to be  declared
effective and such Registration  Statement and the related  Prospectus to become
usable for their intended purpose(s) as soon as practicable thereafter;

                           (ii)  prepare  and  file  with  the  Commission  such
amendments and post-effective amendments to the Registration Statement as may be
necessary to keep the Registration Statement effective for the applicable period
set forth in Section 3 hereof, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration  Statement have been
sold or cease to be Transfer Restricted  Securities;  cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed  pursuant to Rule 424 under the  Securities  Act, and to comply fully with
the  applicable  provisions of Rules 424 and 430A under the  Securities Act in a
timely manner; and comply with the provisions of the Securities Act with respect
to the  disposition of all  securities  covered by such  Registration  Statement
during the applicable  period in accordance  with the intended method or methods
of distribution by the sellers thereof set forth in such Registration  Statement
or supplement to the Prospectus;

                           (iii) advise the underwriter(s),  if any, and selling
Holders  promptly and, if requested by such  Persons,  to confirm such advice in
writing, (A) when the Prospectus or any Prospectus  supplement or post-effective
amendment has been filed, and, with respect to any Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of any
request by the  Commission  for  amendments  to the  Registration  Statement  or
amendments  or  supplements  to the  Prospectus  or for  additional  information
relating  thereto,  (C) of the  issuance  by the  Commission  of any stop  order
suspending the effectiveness of the Registration  Statement under the Securities
Act or of the suspension by any state securities commission of the qualification
of the Transfer Restricted  Securities for offering or sale in any jurisdiction,
or the initiation of any proceeding  for any of the preceding  purposes,  (D) of
the existence of any fact or the happening of any event that makes any statement
of a material  fact made in the  Registration  Statement,  the  Prospectus,  any
amendment  or  supplement  thereto,  or any document  incorporated  by reference
therein  untrue,  or that  requires the making of any additions to or changes in
the
                                      -5-
<PAGE>
Registration Statement or the Prospectus in order to make the statements therein
not  misleading.  If at any time  the  Commission  shall  issue  any stop  order
suspending  the  effectiveness  of the  Registration  Statement,  or  any  state
securities  commission  or  other  regulatory  authority  shall  issue  an order
suspending the  qualification  or exemption from  qualification  of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company shall
use its best  efforts to obtain the  withdrawal  or lifting of such order at the
earliest possible time;

                           (iv)  furnish  without  charge to each of the Initial
Purchasers, each selling Holder named in any Registration Statement, and each of
the  underwriter(s),  if any, before filing with the  Commission,  copies of any
Registration  Statement or any Prospectus  included therein or any amendments or
supplements  to any such  Registration  Statement or Prospectus  (including  all
documents   incorporated   by  reference   after  the  initial  filing  of  such
Registration  Statement),  which documents will be subject to the review of such
Holders and underwriter(s) in connection with such sale, if any, for a period of
at least five business days, and the Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such  Registration
Statement or  Prospectus  to which an Initial  Purchaser of Transfer  Restricted
Securities covered by such Registration Statement or the underwriter(s), if any,
shall  reasonably  object in writing within five business days after the receipt
thereof (such  objection to be deemed timely made upon  confirmation of telecopy
transmission  within such  period).  The  objection  of an Initial  Purchaser or
underwriter,  if any,  shall be deemed  to be  reasonable  if such  Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains a material misstatement or omission;

                           (v) within two business days  following the filing of
any  document  that  is to be  incorporated  by  reference  into a  Registration
Statement  or  Prospectus,  provide  copies  of  such  document  (or to  provide
notification  of the fact and nature of the filing) to the  Initial  Purchasers,
the Special  Counsel,  and to the  underwriter(s),  if any,  participating  in a
disposition pursuant to such Registration Statement or Prospectus;

                           (vi)  make   available   at   reasonable   times  for
inspection by the Initial Purchasers,  any managing underwriter participating in
any disposition pursuant to such Registration Statement, the Special Counsel and
any attorney or  accountant  retained by such Initial  Purchasers  or any of the
underwriter(s),  all financial and other records,  pertinent corporate documents
and  properties of the Company and cause the Company's  officers,  directors and
employees  to supply all  information  reasonably  requested by any such Initial
Purchaser,   underwriter,   attorney  or  accountant  in  connection  with  such
Registration  Statement  subsequent  to the  filing  thereof  and  prior  to its
effectiveness;  following the effectiveness of such Registration Statement, make
appropriate  representatives of the Company available at reasonable times and on
reasonable  notice  to  the  Special  Counsel  and  to  representatives  of  the
underwriter(s),  if  any,  participating  in  a  disposition  pursuant  to  such
Registration  Statement for reasonable  and customary due diligence  discussions
relating to the Registration  Statement,  including any disclosure  incorporated
therein by reference;

                           (vii) if  requested  by any  selling  Holders  or the
underwriter(s),  if any, promptly  incorporate in any Registration  Statement or
Prospectus,  pursuant to a supplement or post-effective  amendment if necessary,
such  information  regarding  the selling  Holders or the  underwriters  as such
selling  Holders and  underwriter(s),  if any,  may  reasonably  request to have
included therein,  including,  without limitation,  information  relating to the
"Plan of Distribution" of the Transfer Restricted  Securities,  information with
respect to the principal amount of Transfer Restricted  Securities being sold to
such underwriter(s), the purchase price being paid therefor, and
                                      -6-
<PAGE>
any other terms of the offering of the Transfer Restricted Securities to be sold
in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of
the matters to be incorporated in such Prospectus  supplement or  post-effective
amendment;

                           (viii)  cause  the  Transfer  Restricted   Securities
covered by the  Registration  Statement to be rated with the appropriate  rating
agencies,  if so requested  by the Holders of a majority in aggregate  principal
amount of Notes covered thereby or the underwriter(s), if any, provided that the
requesting  Holders will  reimburse  the Company for any out of pocket  expenses
incurred in connection with such rating;

                           (ix) furnish to each  selling  Holder and each of the
underwriter(s),  if any,  without charge,  at least one copy of the Registration
Statement,  as first filed with the Commission,  and of each amendment  thereto,
including  financial  statements and schedules,  all documents  incorporated  by
reference therein and all exhibits (including exhibits  incorporated  therein by
reference),  provided  that the Company  need not furnish  documents or exhibits
incorporated by reference if previously  furnished to such Persons or filed with
the Commission more than one year prior to such filing;

                           (x)  deliver to each  selling  Holder and each of the
underwriter(s),  if any,  without  charge,  as  many  copies  of the  Prospectus
(including each preliminary  prospectus) and any amendment or supplement thereto
as such Persons  reasonably may request;  the Company hereby consents to the use
of the Prospectus and any amendment or supplement thereto by each of the selling
Holders and each of the underwriter(s),  if any, in connection with the offering
and the sale of the Transfer Restricted  Securities covered by the Prospectus or
any amendment or supplement thereto;

                           (xi)  enter  into  such   agreements   (including   a
customary underwriting agreement),  and make such customary  representations and
warranties,  and take all such other reasonable actions in connection  therewith
in order to expedite or facilitate the  disposition  of the Transfer  Restricted
Securities  pursuant  to  any  Registration   Statement   contemplated  by  this
Agreement,  all to such extent as may  reasonably  be  requested  by any Initial
Purchaser or by any Holder of Transfer  Restricted  Securities or underwriter in
connection  with any  sale or  resale  pursuant  to any  Registration  Statement
contemplated by this Agreement;  and whether or not an underwriting agreement is
entered  into  and  whether  or  not  the   registration   is  an   Underwritten
Registration, the Company shall:

                                    (A) furnish to each Initial  Purchaser,  the
                  Special Counsel, and to the extent requested in writing,  each
                  selling Holder and each underwriter, if any, in such substance
                  and  scope  as  they  may   reasonably   request  and  as  are
                  customarily   made  by  issuers  to  underwriters  in  primary
                  underwritten offerings,  upon the date of the effectiveness of
                  the Shelf Registration Statement:

                                            (1) a certificate, dated the date of
                  effectiveness  of the Shelf  Registration  Statement signed by
                  (y) the  President or any Vice  President  and (z) a principal
                  financial or accounting officer of the Company confirming,  as
                  of the date thereof,  the matters set forth in paragraphs (i),
                  (ii) and (iii) of Section 5 (e) of the Purchase  Agreement and
                  such other matters as such parties may reasonably request;
                                      -7-
<PAGE>
                                            (2) a customary  opinion,  dated the
                  date of effectiveness of the Shelf  Registration  Statement of
                  counsel  for the  Company,  covering  the matters set forth in
                  paragraph  (c) of Section 5 of the Purchase  Agreement (to the
                  extent  applicable to any sale or resale  contemplated by this
                  Agreement)   and  such  other  matters  as  such  parties  may
                  reasonably request,  and in any event including a statement to
                  the effect that such counsel has  participated  in conferences
                  with  officers  and  other  representatives  of  the  Company,
                  representatives  of the independent public accountants for the
                  Company,  the  Initial  Purchasers'  representatives  and  the
                  Initial Purchasers' counsel in connection with the preparation
                  of such Registration  Statement and the related Prospectus and
                  have considered the matters  required to be stated therein and
                  the statements  contained  therein,  although such counsel has
                  not  independently  verified  the  accuracy,  completeness  or
                  fairness of such  statements;  and that such  counsel  advises
                  that, on the basis of the foregoing (relying as to materiality
                  upon facts  provided  to such  counsel by  officers  and other
                  representatives  of the Company and without  independent check
                  or  verification),  no facts came to such counsel's  attention
                  that  caused  such  counsel  to  believe  that the  applicable
                  Registration   Statement,   at  the  time  such   Registration
                  Statement  or  any  post-effective  amendment  thereto  became
                  effective, contained an untrue statement of a material fact or
                  omitted to state a material fact required to be stated therein
                  or necessary to make the statements therein not misleading, or
                  that the Prospectus contained in such Registration  Statement,
                  as of its date,  contained  an untrue  statement of a material
                  fact or omitted to state a material fact necessary in order to
                  make the  statements  therein,  in light of the  circumstances
                  under which they were made, not misleading.  Without  limiting
                  the  foregoing,  such  counsel  may  state  further  that such
                  counsel   assumes   no   responsibility   for,   and  has  not
                  independently verified, the accuracy, completeness or fairness
                  of the  financial  statements,  notes and  schedules and other
                  financial   data  included  in  any   Registration   Statement
                  contemplated by this Agreement or the related Prospectus; and

                                            (3)  a  customary   comfort  letter,
                  dated  as  of  the  date  of   effectiveness   of  the   Shelf
                  Registration   Statement,   from  the  Company's   independent
                  accountants, in the customary form and covering matters of the
                  type customarily covered in comfort letters by underwriters in
                  connection with primary underwritten offerings,  and affirming
                  the  matters  set  forth  in  the  comfort  letters  delivered
                  pursuant to Section  5(a) of the Purchase  Agreement,  without
                  exception;

                                    (B) set  forth  in full  or  incorporate  by
                  reference  in  the   underwriting   agreement,   if  any,  the
                  indemnification  provisions and procedures of Section 8 hereof
                  with respect to all parties to be indemnified pursuant to said
                  Section; and

                                    (C)  deliver   such  other   documents   and
                  certificates as may be reasonably requested by such parties to
                  evidence  compliance  with  clause  (A)  above  and  with  any
                  customary conditions  contained in the underwriting  agreement
                  or other  agreement  entered  into by the Company  pursuant to
                  this clause (xi), if any.

         If at any  time  the  representations  and  warranties  of the  Company
contemplated  in clause  (A)(1) above cease to be true and correct,  the Company
shall so advise the Initial Purchasers and the underwriter(s),  if any, and each
selling Holder promptly and, if requested by such Persons, shall
                                      -8-
<PAGE>
confirm such advice in writing;

                  (xii)  prior to any public  offering  of  Transfer  Restricted
Securities, cooperate with the selling Holders, the underwriter(s),  if any, and
their respective  counsel in connection with the registration and  qualification
of the Transfer  Restricted  Securities under the securities or Blue Sky laws of
such  jurisdictions  as the selling  Holders or  underwriter(s)  may  reasonably
request  and do any and  all  other  acts  or  things  reasonably  necessary  or
advisable  to enable  the  disposition  in such  jurisdictions  of the  Transfer
Restricted  Securities  covered by the Shelf Registration  Statement;  provided,
however,  that the  Company  shall not be  required  to register or qualify as a
foreign corporation where it is not then so qualified or to take any action that
would  subject it to the service of process in suits or to taxation,  other than
as to matters and transactions  relating to the Registration  Statement,  in any
jurisdiction where it is not then so subject;

                  (xiii)   cooperate   with   the   selling   Holders   and  the
underwriter(s),  if any, to facilitate  the timely  preparation  and delivery of
certificates  representing  Transfer  Restricted  Securities  to be sold and not
bearing any restrictive legends; and enable such Transfer Restricted  Securities
to be in such  denominations  and registered in such names as the Holders or the
underwriter(s),  if any,  may request at least five  business  days prior to any
sale of Transfer Restricted Securities made by such underwriter(s);

                  (xiv) use its best  efforts to cause the  Transfer  Restricted
Securities  covered  by the  Registration  Statement  to be  registered  with or
approved by such other governmental  agencies or authorities as may be necessary
to enable the  seller or  sellers  thereof  or the  underwriter(s),  if any,  to
consummate the disposition of such Transfer Restricted Securities;

                  (xv) if any fact or event contemplated by Section 5(b)(iii)(D)
above shall  exist or have  occurred,  prepare a  supplement  or  post-effective
amendment to the  Registration  Statement or related  Prospectus or any document
incorporated  therein by reference or file any other required  document so that,
as thereafter delivered to the purchasers of Transfer Restricted Securities, the
Prospectus  will not contain an untrue  statement of a material  fact or omit to
state any material fact necessary to make the statements therein not misleading;

                  (xvi)  provide  a CUSIP  number  for all  Transfer  Restricted
Securities not later than the effective date of the  Registration  Statement and
provide  the Trustee  under the  Indenture  with  printed  certificates  for the
Transfer Restricted Securities which are in a form eligible for deposit with the
Depository Trust Company;

                  (xvii) cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence  investigation  by any
underwriter (including any "qualified independent underwriter") that is required
to be retained in accordance with the rules and regulations of the NASD, and use
its  reasonable  best  efforts to cause such  Registration  Statement  to become
effective and approved by such  governmental  agencies or  authorities as may be
necessary  to enable the  Holders  selling  Transfer  Restricted  Securities  to
consummate the disposition of such Transfer Restricted Securities;

                  (xviii)  otherwise  use its best  efforts  to comply  with all
applicable rules and regulations of the Commission, and make generally available
to its  security  holders,  as  soon as  practicable,  a  consolidated  earnings
statement  meeting the  requirements of Rule 158 (which need not be audited) for
the twelve-month period (A) commencing at the end of any fiscal quarter in
                                      -9-
<PAGE>
which Transfer Restricted  Securities are sold to underwriters in a firm or best
efforts  Underwritten  Offering  or (B) if not sold to  underwriters  in such an
offering,  beginning with the first month of the Company's  first fiscal quarter
commencing after the effective date of the Registration Statement;

                  (xix)  cause the  Indenture  to be  qualified  under the Trust
Indenture  Act not  later  than the  effective  date of the  first  Registration
Statement required by this Agreement,  and, in connection  therewith,  cooperate
with the  Trustee and the Holders of  Securities  to effect such  changes to the
Indenture as may be required for such Indenture to be so qualified in accordance
with the terms of the  Trust  Indenture  Act;  and to  execute  and use its best
efforts to cause the  Trustee to execute all  documents  that may be required to
effect such changes and all other forms and documents  required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner;

                  (xx) cause all Transfer  Restricted  Securities covered by the
Registration Statement to be listed on each securities exchange or other trading
market on which  similar  securities  issued by the  Company  are then listed if
requested  by the  Holders  of a  majority  in  aggregate  principal  amount  of
Securities or the managing underwriter(s), if any; and

                  (xxi)  provide  promptly  to each  Holder  upon  request  each
document filed by the Company with the Commission  pursuant to the  requirements
of Section 13 and Section 15 of the Exchange Act.

         Each Holder agrees by  acquisition  of a Transfer  Restricted  Security
that,  upon receipt of any notice from the Company of the  existence of any fact
of the kind described in Section 5(b)(iii)(D) hereof, such Holder will forthwith
discontinue  disposition  of  Transfer  Restricted  Securities  pursuant  to the
applicable  Registration  Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus  contemplated by Section 5(b)(xv) hereof,
or until it is advised in writing (the  "Advice") by the Company that the use of
the  Prospectus  may be resumed,  and has received  copies of any  additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed  by the  Company,  each  Holder  will  deliver to the  Company  (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Holder's  possession,  of  the  Prospectus  covering  such  Transfer  Restricted
Securities that was current at the time of receipt of such notice.  In the event
the  Company  shall  give  any  such  notice,  the  time  period  regarding  the
effectiveness of such Registration Statement set forth in Section 3 hereof shall
be extended by the number of days during the period from and  including the date
of the giving of such  notice  pursuant  to Section  5(b)(iii)(D)  hereof to and
including  the date  when  each  selling  Holder  covered  by such  Registration
Statement  shall  have  received  the  copies  of the  supplemented  or  amended
Prospectus  contemplated  by Section  5(b)(xv) hereof or shall have received the
Advice;  however,  no such extension  shall be taken into account in determining
whether Liquidated Damages are due pursuant to Section 4 hereof or the amount of
such Liquidated  Damages,  it being agreed that the Company's  option to suspend
use of a Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 4.
                                      -10-
<PAGE>
         Section 6. Registration Expenses

                  (a) Subject to Section 6(b) below,  all  expenses  incident to
the Company's  performance of or compliance with this Agreement will be borne by
the Company  regardless of whether a Registration  Statement becomes  effective,
including without limitation:  (i) all registration and filing fees and expenses
(including  filings made by any Initial  Purchaser or Holder with the NASD (and,
if applicable,  the fees and expenses of any "qualified independent underwriter"
and its counsel that may be required by the rules and regulations of the NASD));
(ii) all fees and expenses of compliance with federal  securities and state Blue
Sky or securities laws;  (iii) all expenses of printing,  messenger and delivery
services  and  telephone;  (iv) all fees and  disbursements  of counsel  for the
Company and, subject to Section 6(b) below,  the Holders of Transfer  Restricted
Securities;  and (v) all fees and disbursements of independent  certified public
accountants  of the Company  (including  the  expenses of any special  audit and
comfort letters required by or incident to such performance).

                  The Company  will,  in any event,  bear its internal  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or accounting  duties),  the expenses of any annual
audit  and the fees and  expenses  of any  Person,  including  special  experts,
retained by the Company.

                  (b) In connection with any Registration  Statement required by
this  Agreement,  the Company  will  reimburse  the Initial  Purchasers  and the
Holders of Transfer Restricted Securities being registered pursuant to the Shelf
Registration  Statement,  for the reasonable fees and  disbursements of not more
than one counsel, who shall be the Special Counsel.

         Section 7. Indemnification

                  (a) The Company agrees to indemnify and hold harmless (i) each
Holder and (ii) each person, if any, who controls (within the meaning of Section
15 of the  Securities  Act or Section 20 of the Exchange Act) any Holder (any of
the persons referred to in this clause (ii) being  hereinafter  referred to as a
"controlling  person") and (iii) the respective officers,  directors,  partners,
employees,  representatives  and agents of any Holder or any controlling  person
(any person referred to in clause (i), (ii) or (iii) may hereinafter be referred
to as an "Indemnified  Holder"),  to the fullest extent lawful, from and against
any and  all  losses,  claims,  damages,  liabilities,  judgments,  actions  and
expenses  (including  without  limitation and as incurred,  reimbursement of all
reasonable costs of investigating,  preparing, pursuing, settling, compromising,
paying or defending any claim or action,  or any  investigation or proceeding by
any  governmental  agency  or  body,  commenced  or  threatened,  including  the
reasonable  fees and expenses of counsel to any  Indemnified  Holder),  joint or
several,  directly or indirectly caused by, related to, based upon,  arising out
of or in connection with any untrue  statement or alleged untrue  statement of a
material fact  contained in any  Registration  Statement or  Prospectus  (or any
amendment or supplement  thereto),  or any omission or alleged omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  not  misleading,  except  insofar as such  losses,  claims,
damages,  liabilities or expenses are caused by an untrue  statement or omission
or alleged  untrue  statement or omission  that is made in reliance  upon and in
conformity with information  relating to any of the Holders furnished in writing
to the Company by any of the Holders  expressly for use therein.  This indemnity
agreement  shall be in addition to any liability which the Company may otherwise
have.

                  In case any action or proceeding  (including any  governmental
or regulatory
                                      -11-
<PAGE>
investigation  or  proceeding)  shall be brought or asserted  against any of the
Indemnified  Holders with respect to which  indemnity may be sought  against the
Company such Indemnified  Holder (or the Indemnified  Holder  controlled by such
controlling person) shall promptly notify the Company in writing (provided, that
the failure to give such notice shall not relieve the Company of its obligations
pursuant to this Agreement except to the extent the Company is prejudiced by the
failure to give such notice).  Such  Indemnified  Holder shall have the right to
employ its own counsel in any such action and the  reasonable  fees and expenses
of such  counsel  shall  be paid,  as  incurred,  by the  Company  (until  it is
determined  that  an  Indemnified  Holder  is not  entitled  to  indemnification
hereunder).  The Company  shall not, in  connection  with any one such action or
proceeding  or  separate  but  substantially   similar  or  related  actions  or
proceedings in the same jurisdiction arising out of the same general allegations
or  circumstances,  be liable for the reasonable  fees and expenses of more than
one separate  firm of attorneys  (in addition to any local  counsel) at any time
for such Indemnified Holders, which firm shall be designated by the Holders. The
Company  shall be liable for any  settlement  of any such  action or  proceeding
effected with the Company's  prior written  consent,  which consent shall not be
withheld unreasonably, and the Company agrees to indemnify and hold harmless any
Indemnified  Holder from and  against  any loss,  claim,  damage,  liability  or
expense by reason of any  settlement  of any action  effected  with the  written
consent of the Company. The Company shall not, without the prior written consent
of each  Indemnified  Holder,  settle or  compromise  or consent to the entry of
judgment in or otherwise  seek to terminate  any pending or  threatened  action,
claim,   litigation  or  proceeding  in  respect  of  which  indemnification  or
contribution may be sought hereunder (whether or not any Indemnified Holder is a
party  thereto),  unless such  settlement,  compromise,  consent or  termination
includes an unconditional  release of each Indemnified Holder from all liability
arising out of such action, claim, litigation or proceeding.

                  (b) Each  Holder of  Transfer  Restricted  Securities  agrees,
severally  and not jointly,  to indemnify  and hold harmless the Company and its
directors,  officers of the Company who sign a Registration  Statement,  and any
person  controlling  (within the meaning of Section 15 of the  Securities Act or
Section  20 of the  Exchange  Act) the  Company,  and the  respective  officers,
directors, partners, employees,  representatives and agents of each such person,
to the same extent as the  foregoing  indemnity  from the Company to each of the
Indemnified  Holders,  but only with  respect  to claims  and  actions  based on
information  relating  to such  Holder  furnished  in  writing  by  such  Holder
expressly  for  use in  any  Registration  Statement.  In  case  any  action  or
proceeding  shall be brought against the Company or its directors or officers or
any such controlling  person in respect of which indemnity may be sought against
a Holder of Transfer  Restricted  Securities,  such Holder shall have the rights
and duties  given the Company and the  Company or its  directors  or officers or
such controlling person shall have the rights and duties given to each Holder by
the preceding  paragraph.  In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar  amount of the proceeds  received
by  such  Holder  upon  the  sale  of  the   Securities   giving  rise  to  such
indemnification obligation.

                  (c) If the  indemnification  provided for in this Section 7 is
unavailable  to an  indemnified  party under Section 7(a) or Section 7(b) hereof
(other than by reason of  exceptions  provided in those  Sections) in respect of
any  losses,  claims,  damages,  liabilities,  judgments,  actions  or  expenses
referred  to  therein,  then  each  applicable  indemnifying  party,  in lieu of
indemnifying  such  indemnified  party,  shall  contribute to the amount paid or
payable by such indemnified party as a result of such losses,  claims,  damages,
liabilities  or expenses in such  proportion  as is  appropriate  to reflect the
relative  benefits  received by the Company on the one hand,  and the Holders on
the other  hand,  from the Initial  Placement  (which in the case of the Company
shall be deemed to be equal to the total net proceeds from the Initial Placement
as set forth on the cover page of the
                                      -12-
<PAGE>
Offering  Memorandum),  the amount of  Liquidated  Damages  which did not become
payable as a result of the filing of the  Registration  Statement  resulting  in
such losses, claims,  damages,  liabilities,  judgments actions or expenses, and
such  Registration  Statement,  or  if  such  allocation  is  not  permitted  by
applicable  law, the relative  fault of the Company on the one hand,  and of the
Indemnified  Holder,  on the other hand,  in connection  with the  statements or
omissions  which  resulted  in such  losses,  claims,  damages,  liabilities  or
expenses, as well as any other relevant equitable  considerations.  The relative
fault of the Company on the one hand and of the Indemnified  Holder on the other
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the Company or by
the Indemnified  Holder and the parties' relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
The  amount  paid or  payable  by a party as a  result  of the  losses,  claims,
damages,  liabilities and expenses referred to above shall be deemed to include,
subject to the  limitations  set forth in the second  paragraph of Section 7(a),
any  legal  or other  fees or  expenses  reasonably  incurred  by such  party in
connection with investigating or defending any action or claim.

                  The Company and each Holder of Transfer Restricted  Securities
agree that it would not be just and equitable if  contribution  pursuant to this
Section 7(c) were  determined by pro rata  allocation  (even if the Holders were
treated as one entity for such  purpose)  or by any other  method of  allocation
which does not take account of the equitable  considerations  referred to in the
immediately  preceding  paragraph.  The amount paid or payable by an indemnified
party as a result  of the  losses,  claims,  damages,  liabilities  or  expenses
referred to in the immediately  preceding  paragraph shall be deemed to include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
Section 7, none of the Holders (and its related  Indemnified  Holders)  shall be
required to contribute,  in the aggregate, any amount in excess of the amount by
which the total discount  received by such Holder or the Initial  Purchaser from
whom it  ultimately  acquired the Notes  exceeds the amount of any damages which
such  Holder has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty  of  such  fraudulent  misrepresentation.  The  Holders'  obligations  to
contribute  pursuant  to this  Section  7(c) are  several in  proportion  to the
respective  principal amount of Notes held by each of the Holders  hereunder and
not joint.

         Section 8. Rule 144A

         The Company hereby agrees with each Holder, for so long as any Transfer
Restricted  Securities  remain  outstanding,  to make available to any Holder or
beneficial owner of Transfer  Restricted  Securities in connection with any sale
thereof and any  prospective  purchaser of such Transfer  Restricted  Securities
from  such  Holder  or  beneficial  owner,  the  information  required  by  Rule
144A(d)(4)  under the Securities Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A.
                                      -13-
<PAGE>
         Section 9. Participation In Underwritten Registrations

         No Holder may participate in any  Underwritten  Registration  hereunder
unless  such  Holder  (a)  agrees  to sell  such  Holder's  Transfer  Restricted
Securities on the basis provided in any  underwriting  arrangements  approved by
the Persons  entitled  hereunder to approve such  arrangements and (b) completes
and executes all  reasonable  questionnaires,  powers of attorney,  indemnities,
underwriting agreements,  lock-up letters and other documents required under the
terms of such underwriting arrangements.

         Section 10. Selection Of Underwriters

         Notwithstanding  any other provision of this Agreement,  the Holders of
Transfer Restricted  Securities covered by the Shelf Registration  Statement who
desire to do so may sell such Transfer Restricted  Securities in an Underwritten
Offering,  provided that the Company shall not be required to file more than one
Shelf  Registration  Statement  for an  Underwritten  Offering  pursuant to this
Agreement.   In  any  such  Underwritten  Offering,  the  investment  banker  or
investment  bankers and manager or managers  that will  administer  the offering
will be selected by the Holders of a majority in aggregate  principal  amount of
the Transfer  Restricted  Securities included in such offering;  provided,  that
such  investment  bankers and managers  must be reasonably  satisfactory  to the
Company.

         Section 11. Miscellaneous

                  (a) Remedies.  The Company hereby agrees that monetary damages
would not be adequate  compensation  for any loss incurred by reason of a breach
by it of the provisions of this Agreement and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.

                  (b) No  Inconsistent  Agreements.  The Company  will not on or
after the date of this  Agreement  enter into any agreement  with respect to its
securities that is  inconsistent  with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
in the Company's  filings with the  Commission or as otherwise  disclosed to the
Initial  Purchasers or their counsel  prior to the date of this  Agreement,  the
Company has not previously  entered into any agreement granting any registration
rights with respect to its securities to any Person. The rights of Holders under
this Agreement shall be subject to any limitations and restrictions  required in
order to comply with the terms of any registration  right previously  granted by
the Company and  disclosed  in its filings with the  Commission  or as otherwise
disclosed to the Initial  Purchasers  or their counsel prior to the date of this
Agreement.  Notwithstanding any other provision of this Agreement,  with respect
to any  other  securities  of the  Company  for which the  Company  has  granted
registration rights prior to the date of this Agreement, the Transfer Restricted
Securities  shall  not be  registered  and sold at the same  time as such  other
securities are being sold pursuant to an  underwritten  offering if the managing
underwriter of such offering  believes that the sale of the Transfer  Restricted
Securities  could have a material  adverse  effect on the amount of, or price at
which,  such other securities  being  registered can be sold;  provided that any
such  limitations  on  the  ability  of  Holders  to  sell  Transfer  Restricted
Securities pursuant to a Registration  Statement shall be taken into account for
purposes of determining whether there has been a Registration Default.

                  (c) Amendments  and Waivers.  The provisions of this Agreement
may not be
                                      -14-
<PAGE>
amended, modified or supplemented, and waivers or consents to or departures from
the  provisions  hereof may not be given  unless the  Company has  obtained  the
written consent of Holders of a majority of the outstanding  principal amount of
Transfer Restricted  Securities;  provided that, with respect to any matter that
directly or indirectly  affects the rights of any Initial  Purchaser  hereunder,
the Company shall obtain the written consent of each such Initial Purchaser with
respect to which such amendment,  qualification,  supplement, waiver, consent or
departure is to be effective.

                  (d) Notices. All notices and other communications provided for
or permitted  hereunder shall be made in writing by  hand-delivery,  first-class
mail (registered or certified, return receipt requested),  telex, telecopier, or
air courier guaranteeing overnight delivery:

                           (i) if to a Holder,  at the  address set forth on the
         records  of the  Registrar  under  the  Indenture,  with a copy  to the
         Registrar under the Indenture; and

                           (ii)     if to the Company

                           Action Performance Companies, Inc.
                           4707 East Baseline Road
                           Phoenix, Arizona 85040
                           Telecopier No.:  (602) 337-3780
                           Attention:  Chief Financial Officer


                           With a copy to:

                           O'Connor, Cavanagh, Anderson,
                             Killingsworth & Beshears
                           One East Camelback Road
                           Suite 1100
                           Phoenix, Arizona 85012
                           Telecopier No.:  (602) 263-2900
                           Attention:  Robert S. Kant, Esq.


         All such notices and  communications  shall be deemed to have been duly
given at the time delivered by hand, if personally delivered; five business days
after being deposited in the mail,  postage  prepaid,  if mailed;  when answered
back, if telexed;  when receipt  acknowledged,  if  telecopied;  and on the next
business  day,  if timely  delivered  to an air courier  guaranteeing  overnight
delivery.

         Copies of all such notices,  demands or other  communications  shall be
concurrently  delivered  by the  Person  giving  the same to the  Trustee at the
address specified in the Indenture.

                  (e) Successors and Assigns.  This Agreement shall inure to the
benefit  of and be  binding  upon  the  successors  and  assigns  of each of the
parties,  including  without  limitation  and  without  the need for an  express
assignment,  subsequent  Holders of Transfer  Restricted  Securities;  provided,
however,  that this  Agreement  shall not inure to the  benefit of or be binding
upon a successor or assign of a Holder  unless and to the extent such  successor
or assign acquired Transfer Restricted Securities from such Holder.
                                      -15-
<PAGE>
                  (f) Counterparts. This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (g)  Headings.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                  (h)  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

                  (i)  Severability.  In the  event  that any one or more of the
provisions contained herein, or the application thereof in any circumstance,  is
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (j)  Entire  Agreement.  This  Agreement  is  intended  by the
parties as a final  expression of their  agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter  contained  herein.  There are no restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein with  respect to the  registration  rights  granted by the  Company  with
respect to the Transfer  Restricted  Securities.  This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.
                                      -16-
<PAGE>
IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first written above.

Action Performance Companies, Inc.



By:  /s/ Fred W. Wagenhals
     -------------------------------
     Name:  Fred W. Wagenhals
     Title: Chairman of the Board,
            President, and Chief
            Executive Officer



The foregoing  Registration Rights Agreement is hereby
confirmed and accepted as of the date first above written.



NATIONSBANC MONTGOMERY SECURITIES LLC
CIBC Oppenheimer Corp.
EVEREN Securities, Inc.
Piper Jaffray Inc.

By:  NATIONSBANC MONTGOMERY SECURITIES LLC



By:  /s/ Lew Coleman
     -------------------------------
     Name:  Lew Coleman
     Title: Senior Managing Director
                                      -17-