
STATE OF NORTH CAROLINA       )
                              )
COUNTY OF MECKLENBURG         )


                               SECURITY AGREEMENT
                               ------------------

         Security  Agreement  between  SPORTS  IMAGE,  INC.,  a  North  Carolina
corporation  (herein referred to as "Secured  Party") and SII ACQUISITION,  INC.
(herein referred to as "Debtor").

                              W I T N E S S E T H:

         1.  Collateral.  The  collateral of this  Security  Agreement is all of
Debtor's  right,  title,  and  interest  in the assets,  properties,  rights and
goodwill  transferred  by Secured Party to Debtor  pursuant to an Asset Purchase
Agreement dated November 7, 1996 (the "Asset Purchase  Agreement") among Debtor,
Secured Party, and Dale and Teresa Earnhardt,  including but not limited to, (i)
all assets and properties, tangible or intangible, real, personal or mixed, (ii)
notes and  accounts  receivable;  (iii)  computer  equipment;  (iv)  office  and
warehouse  equipment;  (v) vehicles;  (vi) reserves;  (vii) prepayments;  (viii)
inventories;  (ix) deposits; (x) bank accounts; (xi) cash and securities;  (xii)
claims and rights under contracts,  agreements, licenses, and leases; (xiii) all
computer programs, data bases, records,  systems,  processes,  and all know how,
information,  and trade secrets relating thereto;  (xiv) the name "Sports Image"
and (xv) and all books and records;  together with any additions,  replacements,
proceeds, and proceeds of proceeds thereof (the "Collateral").

         2. Debtor's Obligations.

                  A.  Obligation to Pay. This Agreement  secures the payment and
performance of Debtor's  obligations  under the Promissory Note for the purchase
of such  Collateral  described  in paragraph 1 above  pursuant to this  Security
Agreement and in accordance with the terms of the Asset Purchase Agreement.  The
obligations to pay money as set forth herein and the  additional  obligations in
paragraph B below are hereinafter referred to as "Debtor's Obligations."

                  B. Additional Obligations.

                           (1)      Protection of Collateral.  The Collateral:

                                    (a)  Will be  used  or sold in the  ordinary
                                    course of business by Debtor unless  Secured
                                    Party  consents  in writing to another  use,
                                    and

                                    (b) Will not be misused or abused, wasted or
                                    allowed  to  deteriorate,   except  for  the
                                    ordinary wear and tear, and

                                    (c)  Will be  insured  until  this  Security
                                    Agreement is terminated under such insurance
                                    policies  and in  such  amounts  as  Secured
                                    Party may  reasonably  require and with said
                                    policies   indicating   insurance   proceeds
                                    payable to both Secured  Party and Debtor as
                                    their interests may appear.  In the event of
                                    a  loss,  the  Secured  Party  may,  at  its
                                    discretion,  use the  proceeds  therefrom to
                                    replace the Collateral or
<PAGE>
                                    apply said  proceeds  against  the  Debtor's
                                    obligation   arising  from  the  transaction
                                    contemplated herein.

                                    (d)  Will  be kept at  Debtor's  or  Secured
                                    Party's  present  business   location  where
                                    Secured  Party may inspect it at  reasonable
                                    times after 48 hours prior notice except for
                                    its temporary removal in connection with its
                                    ordinary  use  or  unless  Debtor   notifies
                                    secured  party in writing and Secured  Party
                                    consents   in  writing  in  advance  of  its
                                    removal to another location.

                           (2)      Protection of Security Interest.

                                    (a) The noninventory  Collateral will not be
                                    sold,   leased,    transferred,    conveyed,
                                    assigned, or otherwise disposed of except in
                                    the ordinary course (i.e.  obsolescence)  or
                                    be subject to any unpaid  charge,  including
                                    but  not  limited  to,  taxes,  assessments,
                                    governmental charges,  except liens in favor
                                    of Secured Party or to which the  Collateral
                                    was subject when  transferred to Debtor,  or
                                    to any subsequent  interest of a third party
                                    created or suffered by Debtor voluntarily or
                                    involuntarily,   unless  the  Secured  Party
                                    consents  in  advance  in  writing  to  such
                                    charge, transfer,  disposition or subsequent
                                    interest;

                                    (b) Debtor will sign and execute  along with
                                    Secured Party such  financing  statements or
                                    other  documents or procure such  documents,
                                    and pay all  reasonable  connected  costs as
                                    may be  reasonably  necessary  to protect or
                                    defend  title  and  the  security   interest
                                    created   under  this   Security   Agreement
                                    against  the  rights  or  interest  of third
                                    persons, and

                                    (c) Debtor will reimburse  Secured Party for
                                    reasonable  costs associated with any action
                                    to  remedy a  default  which  Secured  Party
                                    elects   pursuant   to  the  terms   hereof,
                                    including  but  not  limited  to  reasonable
                                    attorneys' fees, costs of retaking,  holding
                                    and  preparing  the   Collateral  for  sale,
                                    insurance,   and  such  other   expenses  as
                                    Secured  Party may  reasonably  incur in the
                                    liquidation   of   said   Collateral   in  a
                                    commercially  reasonable manner.  Should the
                                    proceeds from the sale of the  Collateral be
                                    insufficient to cover the obligations of the
                                    Debtor  and  the  costs   incurred  in  such
                                    liquidation,  the Debtor shall forthwith pay
                                    any  deficiency.  Should the  proceeds  from
                                    such  liquidation  exceed the liabilities of
                                    the Debtor,  then, in any event,  the Debtor
                                    shall  be  entitled  to  any  surplus  funds
                                    arising from said liquidation.

                                    (d) Debtor will give Secured  Party full and
                                    prompt  written notice of any default or any
                                    situation,  which would constitute a default
                                    but for a lapse of time.  Debtor  will  also
                                    serve Secured Party  promptly  notice of any
                                    legal,    condemnation,    forfeiture,    or
                                    foreclosure
                                        2
<PAGE>
                                    proceeding against or regarding said Debtor,
                                    its property or the Collateral.

         3. Default.  The occurrence of any of the following shall constitute an
event of default:

                  A. Any  representation  or warranty made herein shall,  at the
time made, be false or misleading in any material respect;

                  B.  Failure  to  pay  any  principal  or  interest  under  the
Promissory  Note when the same  shall be due and  payable  or within  three days
thereafter.

                  C. Debtor shall  voluntarily file a petition under the Federal
Bankruptcy  Act,  as such Act may from  time to time be  amended,  or under  any
similar  or  successor  Federal  statute  relating  to  bankruptcy,  insolvency,
arrangements  or  reorganizations,  or under any state  bankruptcy or insolvency
act, or file an answer in an  involuntary  proceeding  admitting  insolvency  or
inability to pay debts,  or if Debtor shall fail to obtain a vacation or stay or
voluntary   proceedings   brought  for  the  reorganization,   dissolution,   or
liquidation  of  Debtor,  or if Debtor  shall be  adjudged a  bankrupt,  or if a
trustee or  receiver  shall be  appointed  for Debtor or a  property,  or if the
property shall become subject to the jurisdiction of a Federal  bankruptcy court
or similar state court, or if Debtor shall make an assignment for the benefit of
Debtor's creditors,  or if there is an attachment,  execution, or other judicial
seizure of any portion of  Debtor's  assets and such  seizure is not  discharged
within thirty (30) days;

                  D.  Final  judgment  for the  payment  of money in  excess  of
$10,000  shall  be  rendered  against  the  Debtor,  and the same  shall  remain
undischarged and shall not have been  effectively  stayed for a period of thirty
(30) days.

         4. Secured Party's Rights and Remedies.

                  A. Secured  Party may assign this Security  Agreement  only if
the  indebtedness  under the Promissory Note is assigned  simultaneously  to the
same person or entity, and

                           (1)  If  Secured  Party  does  assign  this  Security
                           Agreement,  the  Assignee  shall  be  entitled,  upon
                           notifying  the  Debtor,  to  performance  of  all  of
                           Debtor's  obligations and agreements  hereunder,  and
                           Assignee  shall be  entitled to all of the rights and
                           remedies of Secured Party under this paragraph, and

                  B. Upon  Debtor's  default,  Secured  Party may  exercise  its
rights  of  enforcement  under  the  Uniform  Commercial  Code in force in North
Carolina at the date of this Security Agreement.

         5. Rights and  Remedies of Debtor.  Debtor shall have all of the rights
and  remedies  before or after  default  provided  in  Article 9 of the  Uniform
Commercial  Code in  force  in  North  Carolina  at the  date  of this  Security
Agreement.  Debtor shall not, however, assign any and all of its interest in the
Security Agreement without the prior written consent of the Secured Party, which
consent shall not be unreasonably withheld.
                                        3
<PAGE>
         6. Additional Agreements and Affirmations.

                  A.       Debtor Agrees and Affirms.

                           (1) That information  supplied and statements made by
                           it in the  negotiation  of the  purchase  and sale of
                           Collateral  and any  financial  or  credit  statement
                           prepared  by it or on its behalf or  application  for
                           credit prior to this Security  Agreement are true and
                           accurate, and

                           (2) That the address of Debtor's place of business is
                           that appearing below.

                           (3)  That  the  Secured  Party  shall  have  a  valid
                           security interest in the Collateral.

                  B.       Mutual Agreements.

                           (1)  "Debtor"  and  "Secured  Party"  as used in this
                           Security  Agreement include the heirs,  executors and
                           administrators,   successors   or  assigns  of  those
                           parties.

                           (2)  Except  as  herein  otherwise  provided  the law
                           governing this Secured  Transaction  shall be that of
                           the State of North  Carolina  in force at the date of
                           this Security Agreement.

                           (3)  Neither  failure  or  delay  on the  part of the
                           Secured  Party nor  partial  exercise  of any  power,
                           right  or  privilege   granted   hereunder  shall  be
                           construed  as a waiver  of the same  power,  right or
                           privilege held by the Secured  Party.  This Agreement
                           shall not be  modified  except by written  consent of
                           the parties  hereto.  Debtor hereby waives protest of
                           all instruments  included or evidencing any liability
                           by  the  Debtor,   and  any  and  all  other  demands
                           whatsoever,  whether or not relating  specifically to
                           such instruments.

                           (4) If any part,  term or condition of this Agreement
                           shall be  determined  by the Court to be  invalid  or
                           unenforceable,   all  other  provisions  nevertheless
                           shall  remain  valid  and  effective  as  it  is  the
                           intention of the parties that each  provision  hereof
                           is being agreed upon separately.

                           (5) This  Agreement  may not be changed or terminated
                           orally. Any attempt to change, terminate or waive any
                           provision  hereof shall not be binding unless reduced
                           to writing and  executed by the parties  against whom
                           the  same  is  sought  to be  enforced.  All  notices
                           required by the provisions of this Agreement shall be
                           delivered  to the parties by certified  mail,  return
                           receipt  requested,  at the  addresses  as set  forth
                           below,  or such other  addresses  as the  parties may
                           hereafter designate:

                                        4
<PAGE>
                           To Secured Party:  Sports Image, Inc.
                                              Attn: Dale Earnhardt
                                              1675 Coddle Creek Highway
                                              Mooresville, North Carolina  2815

                           With a copy to:    David M. Furr, Esq.
                                              Gray, Layton, Drum, Kersh,
                                                Solomon, Sigmon & Furr, P.A.
                                              P.O. Box 2636
                                              516 South New Hope Road
                                              Gastonia, North Carolina  28053

                           To Debtor:         Action Performance Companies, Inc.
                                              SSI Acquisition, Inc.
                                              Attn: Fred Wagenhals
                                              2401 West First Street
                                              Tempe, Arizona 85281

                           With a copy to:    Robert S. Kant, Esq.
                                              O'Connor, Cavanagh, Anderson,
                                                Killingsworth & Beshears
                                              One East Camelback Road
                                              Suite 1100
                                              Phoenix, Arizona  85012

         IN WITNESS  WHEREOF,  the undersigned  have caused this Agreement to be
executed as of the 7th day of November, 1996.

                                              SPORTS IMAGE, INC.



                                              By:_______________________________
                                              Title:____________________________


                                              SSI ACQUISITION, INC.


                                              By:_______________________________
                                              Title:____________________________
                                        5
