
                                 PROMISSORY NOTE

$24,000,000                                                     November 7, 1996

                  FOR  VALUE  RECEIVED,   SII  ACQUISITION,   INC.,  an  Arizona
corporation, its successors and assigns ("Maker"), hereby promises to pay to the
order of SPORTS IMAGE,  INC., a North Carolina  corporation or its successors or
assigns  ("Payee"),  at the  office  of  Payee,  located  at 5301 West WT Harris
Boulevard, Charlotte, North Carolina 28269, the principal amount of $24,000,000,
together with interest on the principal balance outstanding hereunder, from (and
including) the date hereof until (but not including) the date of payment, at the
interest  rate  specified  below,  in accordance  with the  following  terms and
conditions:

                  1.  Stated  Interest  Rate.  Except as  provided  in Section 3
below, the principal balance  outstanding  hereunder shall bear interest,  until
fully paid, at 8% per annum (the "Stated Interest Rate").

                  2. Default  Interest Rate. The Default  Interest Rate shall be
15% per annum.  The principal  balance  outstanding  hereunder from time to time
shall bear interest at the Default Interest Rate from the date of the occurrence
of an Event of Default (as hereinafter  defined)  hereunder until the earlier of
(a) the date on which the principal balance outstanding hereunder, together with
all accrued  interest and other amounts payable  hereunder,  is paid in full; or
(b) the date on which such Event of Default is timely cured.

                  3. Payments. This Note shall be payable as follows:

                           (a)  Interest.  Accrued  and unpaid  interest  at the
Stated Interest Rate or, to the extent  applicable,  the Default  Interest Rate,
shall be payable on the date set forth in  Subsection  3(b) below for payment of
the principal balance outstanding hereunder.

                           (b)  Principal.  The  principal  balance  outstanding
hereunder,  together  with  all  accrued  interest  and  other  amounts  payable
hereunder,  if not sooner paid as provided  herein,  shall be due and payable on
January 2, 1997.

                  4.  Application  and Place of Payments.  Payments  received by
Payee with respect to the indebtedness evidenced hereby shall be applied in such
order and manner as Payee in its sole and absolute  discretion may elect. Unless
Payee  otherwise  elects,  payments  received by Payee shall be applied first to
accrued and unpaid  interest,  next to the  principal  balance then  outstanding
hereunder,  and the remainder to  Additional  Sums (as  hereinafter  defined) or
other costs or added charges provided for in this Note. Payments hereunder shall
be made at the address for Payee first set forth above or at such other  address
as Payee may specify to Maker in writing.

                  5. Events of Default;  Acceleration. The occurrence of any one
or  more  of the  following  events  shall  constitute  an  "Event  of  Default"
hereunder,  and upon  such  Event  of  Default,  the  entire  principal  balance
outstanding  hereunder,  together  with all accrued  interest and other  amounts
payable  hereunder,  at the election of Payee,  shall become immediately due and
payable, without any notice to Maker:

                           (a)  Nonpayment  of  principal,  interest,  or  other
amounts when the same shall become due and payable hereunder, and Maker does not
cure such  failure to pay within  three days after the date such payment is due;
or

                           (b) The failure of Maker to comply with any provision
of this Note; or

                           (c) The  dissolution,  winding-up,  or termination of
the existence of Maker; or

                           (d) The  making  by  Maker of an  assignment  for the
benefit of its creditors; or

                           (e) The  appointment  of a receiver  for Maker or the
involuntary  filing  against Maker,  which is not stayed or dismissed  within 30
days of filing,  or the voluntary  filing by Maker of a petition or  application
for relief under federal bankruptcy law or any similar state or federal law.
<PAGE>
                           (f) An Event of Default  under the License  Agreement
of even date between Maker and R. Dale Earnhardt.

                  6. Contracted For Interest.

                           (a) Maker agrees to pay an effective  contracted  for
rate of  interest  equal to the rate of  interest  resulting  from all  interest
payable as provided in this Note, plus the additional rate of interest resulting
from the  Additional  Sums.  The  Additional  Sums  shall  consist  of all fees,
charges,  goods,  things in action,  or any other sums or things of value (other
than  interest  payable  as  provided  in this  Note)  paid or payable by Maker,
pursuant to this Note,  that may be deemed to be interest for the purpose of any
law of the state of North Carolina that may limit the maximum amount of interest
to be charged with  respect to this lending  transaction.  The  Additional  Sums
shall be deemed to be interest for the purposes of any such law only.

                           (b)  Maker   understands   and  believes   that  this
transaction  complies  with the  usury  laws of the  state  of  North  Carolina;
however,  if any interest or other charges in connection  with this  transaction
are ever  determined to exceed the maximum  amount  permitted by law, then Maker
agrees  that (i) the amount of  interest  or charges  payable  pursuant  to this
transaction  shall be reduced to the maximum  amount  permitted by law; and (ii)
any  excess  amount  previously  collected  from Maker in  connection  with this
transaction,  which  exceeded  the  maximum  amount  permitted  by law,  will be
credited  against the  principal  balance  then  outstanding  hereunder.  If the
outstanding principal balance hereunder has been paid in full, the excess amount
paid will be refunded to Maker.

                  7.  Costs of  Collection.  Maker  agrees  to pay all  costs of
collection,  including, without limitation, attorneys' fees, whether or not suit
is filed,  and all costs of suit and  preparation  for suit (whether at trial or
appellate  level),  in the event any payment of  principal,  interest,  or other
amount is not paid when due, or if at any time Payee should incur any attorneys'
fees in any proceeding under any federal bankruptcy law (or any similar state or
federal law) in connection with the obligations  evidenced  hereby. In the event
of any court  proceeding,  court costs and  attorneys'  fees shall be set by the
court and not by the jury and shall be  included  in any  judgment  obtained  by
Payee.

                  8. No  Waiver  by  Payee.  No  delay  or  failure  of Payee in
exercising any right hereunder shall affect such right,  nor shall any single or
partial exercise of any right preclude further exercise thereof.

                  9.  Governing  Law. This Note shall be construed in accordance
with and governed by the laws of the state of North  Carolina  without regard to
the choice of law rules of the state of North Carolina.

                  10. Time of  Essence.  Time is of the essence of this Note and
each and every provision hereof.

                  11. Conflicts;  Inconsistency. In the event of any conflict or
inconsistency  between the provisions of this Note and the provisions of any one
or more of the other documents executed in connection with this transaction, the
provisions  of this Note shall  govern and  control to the extent  necessary  to
resolve such conflict or inconsistency.

                  12. Amendments.  No amendment,  modification,  change, waiver,
release,  or discharge  hereof and hereunder shall be effective unless evidenced
by an instrument in writing and signed by the party against whom  enforcement is
sought.

                  13. Severability. The invalidity of any provision of this Note
or portion of a provision  shall not affect the validity of any other  provision
of this Note or the remaining portion of the applicable provision.

                  14.  Binding  Nature.  The  provisions  of this Note  shall be
binding  upon and inure to the  benefit of Maker and Payee and their  respective
heirs, personal representatives, successors, and assigns, as applicable.

                  15.  Notices.  All  notices,  requests,   demands,  and  other
communications  required  or  permitted  under this Note shall be in writing and
shall be deemed to have been duly given, made, and received when delivered
                                        2
<PAGE>
against  receipt,  upon  receipt of a  facsimile  transmission,  or upon  actual
receipt of  registered  or  certified  mail,  postage  prepaid,  return  receipt
requested, addressed as set forth below:

                           If to Maker:

                           2401 West First Street
                           Tempe, Arizona  85281
                           Attention:  Fred W. Wagenhals

                           with a copy:

                           O'Connor, Cavanagh, Anderson,
                             Killingsworth & Beshears, P.A.
                           Suite 1100
                           One East Camelback
                           Phoenix, Arizona 85012
                           Attention:  Robert S. Kant, Esq.

                           If to Payee:

                           5301 West WT Harris Boulevard
                           Charlotte, North Carolina  28269
                           Attention:  R. Dale Earnhardt

                           with a copy to:

                           Gray, Layton, Drum, Kersh, Solomon,
                             Sigmon & Furr, P.A.
                           516 South New Hope Road
                           Gastonia, North Carolina  28053
                           Attention:  David Furr, Esq.


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

                  16. Construction. Maker and Payee participated in the drafting
of this Note, and this document was reviewed by the respective legal counsel for
Maker  and  Payee.  The  normal  rule of  construction  to the  effect  that any
ambiguities  are to be resolved  against the drafting party shall not be applied
to the interpretation of this Note. The language of this Note shall be construed
as  a  whole  according  to  its  fair  meaning.  The  word  "include(s)"  means
"include(s), without limitation," and the word "including" means "including, but
not limited to." No  inference in favor of, or against,  Maker or Payee shall be
drawn from the fact that one party has drafted any portion hereof.

                  17. Security  Agreement.  The rights and remedies of the Payee
of this Note and any instrument securing the Note shall be cumulative and may be
pursued singly or successively  pursuant to the Security Agreement securing this
Note in the sole discretion of Payee.  The failure to exercise any such right or
remedy  shall not be a waiver or release of such rights or remedies or the right
to exercise any of them at such other time.

                  IN WITNESS  WHEREOF,  Maker has  executed  this Note as of the
date first set forth above.

                                        SII ACQUISITION, INC.


                                        By:_____________________________________
                                        3
<PAGE>
                                   GUARANTEE
                                   ---------

         The undersigned,  Action Performance Companies, Inc., hereby guarantees
the performance  (including the payment  obligations) of SII  Acquisition,  Inc.
("Maker") under the $24.0 million promissory note of SII Acquisition, Inc. dated
November 7, 1996 payable to Sports Image,  Inc. The undersigned  agrees that the
term "maker" in the promissory note shall include the  undersigned  with respect
to any obligations, events of default, or similar matters set forth in the note.


                                              ACTION PERFORMANCE COMPANIES, INC.


                                              By:_______________________________

Dated: November 7, 1996
