AMENDMENT AND CONSENT


         THIS AMENDMENT AND CONSENT dated as of March 18, 1998 (the "Amendment")
relating  to  the  Credit  Agreement  referenced  below,  by  and  among  ACTION
PERFORMANCE  COMPANIES,  INC.,  an Arizona  corporation  (the  "Borrower"),  the
subsidiaries  and  affiliates  identified as  Guarantors on the signature  pages
attached  hereto (the  "Guarantors")  and FIRST UNION  NATIONAL BANK, a national
banking  association  formerly  known  as  First  Union  National  Bank of North
Carolina  (the  "Bank").  Terms used but not  otherwise  defined  shall have the
meanings provided in the Credit Agreement.

                               W I T N E S S E T H

         WHEREAS,  a $16  million  credit  facility  has  been  extended  to the
Borrower  pursuant to the terms of that Credit  Agreement dated as of January 2,
1997 (as amended and modified,  the "Credit Agreement") among the Borrower,  the
Guarantors and the Bank;

         WHEREAS,  the  Borrower  plans to issue  $115  million  in  convertible
subordinated  notes and has requested  certain consents and modifications to the
Credit Agreement in connection therewith,

         WHEREAS,  the consents and  modifications  requested hereby require the
consent of the Bank; and

         WHEREAS,   the  Bank  has  agreed  to  the   requested   contents   and
modifications on the terms and conditions set forth herein.

         NOW,  THEREFORE,  IN CONSIDERATION of these premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

         1. The  Credit  Agreement  is amended  and  modified  in the  following
respects:

                  1.1 The following  provision is hereby added to the end of the
definition of "Funded Debt" in Section 1.1 of the Credit Agreement:

                  ; provided  further  that  Funded  Debt shall not  include any
                  Indebtedness  which by its terms is expressly  subordinated in
                  right of payment to the prior payment of the obligations under
                  the Credit  Agreement and other Credit  Documents on terms and
                  conditions  satisfactory  to  the  Bank,  including,   without
                  limitation, the Subordinated Notes.

                  1.2 The following definition is hereby added to Section 1.1 of
the Credit Agreement:
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                  "Subordinated Notes" means,  collectively,  those $115,000,000
                  aggregate  principal amount of 4.75% Convertible  Subordinated
                  Notes due April 1, 2005 issued by the Borrower, as amended and
                  modified.

                  1.3 The following  provision is  hereby  added to  the end  of
Section 8.1 of the Credit Agreement:

                  (i) the Subordinated Notes.

         2. The Bank hereby  consents to the  amendment or  modification  of the
terms of any Indenture or other governing  document  relating to any Funded Debt
permitted   under  the  Credit   Agreement  to  the  extent  such  amendment  or
modification relates to the issuance of the Subordinated Notes.

         3. Except as modified  hereby,  all of the terms and  provisions of the
Credit Agreement (and Exhibits and Schedules) remain in full force and effect.

         4. The Company agrees to pay all  reasonable  costs and expenses of the
Bank in  connection  with  the  preparation,  execution,  and  delivery  of this
Amendment,  including  without  limitation the  reasonable  fees and expenses of
Moore & Van Allen, PLLC.

         5. This Amendment may be executed in any number of  counterparts,  each
of which when so executed and delivered shall be deemed an original and it shall
not be  necessary  in making  proof of this  Amendment to produce or account for
more than one such counterpart.

         6. This Amendment, and the Credit Agreement as amended hereby, shall be
governed by and construed  and  interpreted  in accordance  with the laws of the
State of North Carolina.

                  [Remainder of Page Intentionally Left Blank]
                                       2
<PAGE>
         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this  Amendment to be duly  executed and delivered as of the date first above
written.

BORROWER:                           ACTION PERFORMANCE COMPANIES, INC.
--------                            an Arizona corporation


                                    By: /s/ Tod Wagenhals
                                    Name: Tod Wagenhals
                                    Title:  Exec. V.P.

GUARANTORS:
----------                          SPORTS IMAGE, INC.
                                    an Arizona corporation


                                    By: /s/ Tod Wagenhals
                                    Name: Tod Wagenhals
                                    Title:  Exec. V.P.

                                    MTL ACQUISITIONS, INC.
                                    an Arizona corporation


                                    By: /s/ Tod Wagenhals
                                    Name: Tod Wagenhals
                                    Title:  Exec. V.P.

                                    CREATIVE MARKETING & PROMOTIONS, INC.
                                    a North Carolina corporation


                                    By: /s/ Tod Wagenhals
                                    Name: Tod Wagenhals
                                    Title:  Exec. V.P.

                                    RYP, INC.
                                    a North Carolina corporation


                                    By: /s/ Tod Wagenhals
                                    Name: Tod Wagenhals
                                    Title:  Exec. V.P.


                                    IW ACQUISITION CORP.
                                    an Arizona corporation


                                    By: /s/ Tod Wagenhals
                                    Name: Tod Wagenhals
                                    Title:  Exec. V.P.
<PAGE>
                                    AW ACQUISITION CORP.
                                    an Arizona corporation


                                    By: /s/ Tod Wagenhals
                                    Name: Tod Wagenhals
                                    Title:  Exec. V.P.


BANK:                               FIRST UNION NATIONAL BANK
---- 

                                    By: /s/ N. Tracey Gillespie
                                    Name: N. Tracey Gillespie
                                    Title: Vice President