
                                                                         11/6/96
                                LICENSE AGREEMENT

         License Agreement entered into as of the 7th day of November, 1996 (the
"Effective  Date") among SII Acquisition,  Inc. ("SII or Licensee"),  an Arizona
corporation, that plans to change its corporate name to Sports Image, Inc.; Dale
Earnhardt, an individual,  on behalf of himself and on behalf of Dale Earnhardt,
Inc., a North  Carolina  corporation  (together  "Earnhardt or  Licensor");  and
Action Performance Companies, Inc., an Arizona corporation ("APC").

I.       DEFINITIONS:

         A.  "Likeness  of Dale  Earnhardt  or  Earnhardt"  shall mean the name,
signature,  copyrights and trademarks (including,  without limitation, those set
forth on Schedule A attached),  image or likeness of Dale Earnhardt  relating to
his personal  motorsports  racing;  and to the extent Earnhardt has the right to
grant a license,  the likeness of his car(s) and its/their  numbers,  his racing
colors, and his sponsor's,  owner's or car  manufacturer's  name and trademarks,
also relating to his personal motorsports racing.

         B. "Personal  endorsement  contracts"  means contracts for the personal
services of Dale Earnhardt to promote the sales of products or services.

         C.  "Motorsports   Racing  Products"  means  all  products   utilizing,
embodying or  incorporating  the Likeness of Dale  Earnhardt in connection  with
motorsports racing,  including but not limited to racing collectibles,  die cast
products, souvenirs, apparel, and accessories.

         D. "Licensable Products" means all Motorsports Racing Products that are
the same or  similar to those  products  advertised  or sold by SII and/or  APC,
except the following:  (1) those products endorsed by Earnhardt  pursuant to the
personal  endorsement  contracts;  and (2) those  products  that are the subject
matter of the contracts listed on Schedule B, attached.

         E.  "Licensed  Products"  means  Licensable  Products  of which SII has
exercised  its right of first refusal  granted in this  Agreement or listed as a
current channel of distribution in Schedule B. Licensed  Products do not include
products  purchased  by SII from third  parties  licensed  directly or otherwise
authorized by Earnhardt.

         F. "Adjusted  Gross Revenues" means the revenue derived by SII from the
sale of Licensed  Products  represented by the quantity of each Licensed Product
sold or otherwise  distributed by SII  multiplied by its wholesale  sales price,
exclusive of any  government  assessments  imposed as taxes or  otherwise,  less
returns actually refunded.

II.      LICENSE:

         A. GRANT OF LICENSE:  Earnhardt hereby grants to SII the right of first
refusal to make,  have made, use, sell, or otherwise  distribute  throughout the
world  (hereafter  "Market")  Licensable  Products  bearing the Likeness of Dale
Earnhardt.
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         B.  TERM:  The  term of this  Agreement  shall  be 15  years  from  the
Effective Date and shall continue from year to year thereafter  until terminated
by either party upon 60 days prior written notice.

         C. EXERCISE OF RIGHT:  SII hereby  exercises its right of first refusal
to Market the Licensable  Products  currently  Marketed by Sports Image,  Inc. a
North  Carolina  corporation  ("SII-NC")  as well as those  Licensable  Products
listed in Schedule C, attached.

         D.  NON-COMPETITION:  If SII exercises its right of first refusal as to
any Licensable Product,  Earnhardt will not Market or permit any other person or
entity to Market through the then current channels of distribution of SII and/or
APC or  their  successors,  the  Likeness  of  Dale  Earnhardt  for use on or in
connection with the same or similar product.

         E.  NOTIFICATION  OF NEW  PRODUCTS:  Earnhardt  agrees to inform SII in
writing  of any new  Licensable  Product  that  Earnhardt  becomes  aware of and
approves  for  marketing  within 15 days  after  approving  such new  Licensable
Product for marketing. SII shall have 15 days after receipt in writing of notice
from Earnhardt in which to inform Earnhardt in writing of its intent to exercise
its right of first refusal.

         F. THIRD PARTY  LICENSES:  If SII does not  exercise its right of first
refusal with respect to a Licensable Product,  Earnhardt shall have the right to
license third parties to Market the product,  provided  however,  that Earnhardt
will  require  the third  party to agree to sell the  Licensable  Product to SII
and/or APC or their  successors  at a price not  greater  than the lowest  price
offered  by  the  third  party  to  similarly  situated  purchasers  of  similar
quantities of the product.

III.     QUALITY CONTROL:

         A.  APPROVAL  RIGHTS:  SII will  present to  Earnhardt  or  Earnhardt's
designee, with adequate advance notice, for approval, sample designs, prototypes
or  other  representations  of all new  Licensable  Products  and  the  proposed
distribution  channels.  Approval by Earnhardt or Earnhardt's designee shall not
unreasonably be withheld or delayed.

         B.  QUALITY  AND  APPEARANCE:  SII agrees  that all  Licensed  Products
Marketed by it will be of high  quality and of such style and  appearance  as to
enhance  the  prestige  and the  goodwill  represented  by the  Likeness of Dale
Earnhardt. Earnhardt reserves the right to inspect any and all Licensed Products
Marketed by SII bearing any registered  trademarks  for quality and  appearance.
SII agrees that if Earnhardt rejects any Licensable Products for failing to meet
reasonable quality standards,  those products will not be distributed unless and
until they can be made to comply.

IV.      COPYRIGHTS AND TRADEMARKS:

         A.  OWNERSHIP:  Licensee  recognizes  the unique  value of the Licensed
Products,  the likeness of Dale Earnhardt and the goodwill and secondary meaning
associated  therewith  in the minds of the public.  Licensee  acknowledges  that
Licensee's use of the Licensed Products
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or the  likeness  of Dale  Earnhardt  shall  not  confer or imply a grant of any
right,  title or interest in or to the Licensed  Products,  the likeness of Dale
Earnhardt,  or any goodwill associated therewith,  and that the ownership of all
copyright,  trademark,  service mark, trade name, design patent, trade dress and
all other rights in or derived from the Licensed Products,  the likeness of Dale
Earnhardt and any articles,  photographs,  logos, adoptions, artwork, packaging,
test,  advertising,  promotional  and other  materials,  and all  works  derived
therefrom,  of any kind or nature  whatsoever  whether  now  known or  hereafter
devised  (whether  or  not  developed  by or  for  Licensee)  and  all  goodwill
pertaining thereto (collectively, "Proprietary Material(s)" shall be, and at all
times shall  remain,  the  property of  Licensor;  provided,  however,  that the
definition of Proprietary  Materials does not include any of the actual Licensed
Products.

         B.  TRADEMARKS  DEVELOPED  BY  LICENSEE:  If Licensee  develops any new
trademark,  service mark,  trade name or trade dress for use on or in connection
with the  Licensed  Products,  Licensee  shall  present  to  Licensor a full and
complete  trademark  search  report and opinion  letter from  trademark  counsel
attesting to the  availability  of the  trademark,  service mark,  trade name or
trade dress along with  Licensee's  request for approval of use thereof on or in
connection the Licensed Products.  Upon approval by Licensor, the new trademark,
service mark, trade name or trade dress shall become Licensed  Product.  Without
Licensor's approval,  no new trademark,  service mark, trade name or trade dress
shall be used by Licensee in connection with any Licensed Products.

         C. WORKS MADE FOR HIRE:  Licensee  shall  insure  that all  Proprietary
material are "works made for hire" within the meaning of the U.S.  Copyright Act
of 1976, as amended. All Proprietary Materials,  shall be prepared by Licensee's
employees under Licensee's sole supervision, responsibility,  direction, control
and  monetary  obligation,  within the  course  and scope of each such  person's
employment  by  Licensee.  If third  parties who are not  employees  of Licensee
contribute to the creation of any  Proprietary  Material,  Licensee shall obtain
from each such third party, prior to commencement of work, a complete, absolute,
irrevocable  and  unconditional  written  assignment,   in  form  and  substance
satisfactory  to  Licensor,  by which  all  right,  title  and  interest  in the
applicable Proprietary Materials (including,  but not limited to, all copyrights
and rights under copyright),  throughout the universe in perpetuity, whether now
known or hereafter devised, shall vest in Licensor irrevocably,  exclusively and
unconditionally. Nothing contained herein or otherwise shall, or shall be deemed
to construed to, convey to Licensee any right, title or interest in or to any of
the Proprietary Materials.

         D.  DELIVERY OF  PROPRIETARY  MATERIALS  TO  LICENSOR:  Promptly at the
expiration or sooner  termination  of the Term set forth in Section  II(B),  and
from time to time as Licensor may elect,  Licensee shall deliver to Licensor all
originals or duplicates  (cost for  duplication  to be borne by Licensee) of all
Proprietary  Materials,  whether supplied by Licensor or created by or on behalf
of Licensee.

         E.  COPYRIGHT AND  TRADEMARK  NOTICES:  As a material  condition to the
continuation of this Agreement,  Licensee shall comply fully with all applicable
trademark,  copyright and other proprietary rights notice requirements,  and any
other  notices  which  Licensor  from  time  to time  may  require.  Subject  to
Licensor's approval of the content,  size and placement thereof,  Licensee shall
have the right to place its own copyright and trademark notices
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on any materials it owns or creates hereunder which are separate and apart from,
and not related to, the Licensable Product or any Proprietary Material.

         F.  PROTECTION OF COPYRIGHTS,  TRADEMARKS AND GOODWILL:  Licensee shall
procure, maintain, defend and enforce Licensor's rights in the Licensed Products
and Proprietary Material; and Licensor hereby grants to Licensee the right to do
so  to  the  maximum  extent  legally   permissible.   Licensee  shall  execute,
acknowledge  and  deliver,  and shall  cause to be  executed,  acknowledged  and
delivered,  to Licensor all additional  documents and  instruments  Licensor may
require (including, but not limited to, those necessary or appropriate to record
Licensee  as a  registered  user  of  any  trademarks  or  to  cancel  any  such
recordation),  each in form and substance  satisfactory to Licensor. If Licensee
fails to execute,  acknowledge or deliver any such document or instrument, or to
cause any such document or instrument to be delivered,  Licensee hereby appoints
Licensor as its attorney-in-fact to do any of the foregoing on Licensee's behalf
and in Licensee's  name,  and Licensee  acknowledges  that such  appointment  is
coupled with an interest and is irrevocable with full powers of substitution and
delegation.  Licensor  makes  no  representation  or  warranty  that  copyright,
trademark or any other  protection has been or will be secured or maintained for
any  of  the  Licensable  Product.   Licensee  shall  prosecute  absolutely  all
infringement  claims or litigation to be brought against third parties involving
or affecting  the Licensed  Products,  and Licensor may join Licensee as a party
thereto at Licensor's sole cost and expense.

V.       INDEMNIFICATION:

         A. Licensee shall defend, indemnify and hold harmless Licensor, and its
officers,  shareholders,   directors,  employees,  partners,  agents  and  other
representatives,    and   their   respective   successors,   assigns,   parents,
subsidiaries,  affiliates, partners, heirs, executors, trustees,  administrators
and other  representatives,  and all other parties  associated with the Licensed
Products,  from and  against  any and all claims,  liabilities,  losses,  costs,
damages and expenses (including reasonable attorneys' fees) arising out of or in
connection  with Licensee's acts or omissions in connection with this Agreement,
the Licensed Products including, but not limited to, any defect (whether obvious
or hidden and whether or not present in any sample  approved by  Licensor)  in a
Licensed  Product or arising from  personal  injury or any  infringement  of any
rights of anyone in connection  with the  manufacture,  advertising,  promotion,
sale,  possession  or use of Licensed  Product or any failure to comply with any
applicable laws, treaties, regulations or standards (collectively, "Law(s)").

         B. Licensor  shall defend,  indemnify and hold harmless  Licensee,  its
officers,  shareholders,   directors,  employees,  partners,  agents  and  other
representatives,    and   their   respective   successors,   assigns,   parents,
subsidiaries,  affiliates, partners, heirs, executors, trustees,  administrators
and other  representatives,  and all other parties  associated with the Licensed
Products for, from and against any and all claims,  liabilities,  laches, costs,
damages and expenses (including reasonably attorneys' fees) arising out of or in
connection  with Licensor's acts or omissions in connection with this Agreement,
with  respect  to  Licensor's  ownership  or right to use the  Likeness  of Dale
Earnhardt or any failure to comply with any applicable Laws.
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VI.      PRODUCT LIABILITY AND GENERAL LIABILITY INSURANCE:

         A.  INSURANCE:  Licensee,  at its sole cost,  will obtain and  maintain
throughout  the  Term,  and will  provide  Licensor  written  evidence  from the
insurance carrier of commercial general liability insurance including broad form
coverage for  contractual  liability,  products  liability  and personal  injury
liability  (including  bodily  injury and  death),  and  advertiser's  liability
insurance, each from a legally qualified insurance company reasonably acceptable
to Licensor:

         (1) in an amount, with respect to the Product Liability Insurance,  not
less than $2,000,000 combined single limited for each single occurrence and with
a deductible no greater than $10,000;

         (2)  in  an  amount,  with  respect  to  the  other  general  liability
insurance, not less than $1,000,000/$3,000,000 with a deductible no greater than
$10,000;

         (3) naming Licensor (and its designees from time to time) as additional
named insureds and providing  that each such  insurance  company shall waive any
rights of subrogation against Licensor (and its designees from time to time);

         (4) non-cancelable and non-modifiable  except on 30 days' prior written
notice to Licensor and only if replaced so that there is no lapse in coverage as
required herein.

         (5)  providing   that  such  insurance   shall  be  primary   insurance
notwithstanding  the  existence  or  coverage of any other  policy of  insurance
maintained by Licensor or by any other insured or third party;

         (6) as proof of such  insurance,  fully paid  certificates of insurance
shall be  submitted  to  Licensor,  naming  each of the  parties  identified  in
subparagraph  (3) above as  additional  named  insureds,  shall be  submitted to
Licensor by Licensee for Licensor's  prior written  approval before any Licensed
Product is  distributed  or sold,  not later than 30 days after the date of this
Agreement.  Each such  certificate  shall provide for no less than 30 days prior
written  notice to Licensor of any lapse,  cancellation  or  termination of such
insurance,  and any proposed  change in any  certificate  of insurance  shall be
submitted to Licensor  for its prior  written  approval.  Each party named as an
additional  insured as herein  described shall be entitled to a copy of the then
prevailing  certificate of insurance at any time,  upon request,  which promptly
shall be furnished by Licensee.  No such party shall have any  responsibility or
liability for any deductible, premium or over-limit liability.

VII.     EVENTS OF DEFAULT:

         The  following  shall be Events of Default and cure,  if any,  shall be
evidenced in each subsection:

         A.  INSOLVENCY:  If  Licensee  becomes  unable to pay its debts as they
become  due,  or if  Licensee  files  or has  filed  against  it a  petition  in
bankruptcy,  reorganization  or for the  adoption  of an  arrangement  under any
present or future bankruptcy, reorganization or similar
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law (which petition,  if filed against Licensee, is not dismissed within 30 days
after  the  filing  date),  or  if  Licensee  makes  an  assignment  of  all  or
substantially  all of its  property  for  the  benefit  of its  creditors  or is
adjudicated bankrupt, or if a receiver,  trustee,  liquidator or sequestrator of
all or  substantially  all of Licensee's  property is appointed,  or if Licensee
discontinues  its  business,  the license  granted  herein  automatically  shall
terminate forthwith upon written notice to Licensee.

         B. CHANGE OF CONTROL:  If Licensee's business is sold or transferred by
operation  of  law or  otherwise,  and  if  there  is a  substantial  change  in
Licensee's management, Licensor, in its sole and absolute discretion, shall have
the right to convert  this  Agreement  to a yearly term upon  written  notice to
Licensee.

         C. FAILURE TO RENDER  STATEMENTS OR MAKE ROYALTY  PAYMENTS WHEN DUE: If
Licensee  fails to deliver to Licensor any statement  accompanied  by payment of
Royalties then due, and continues to fail to render such  statement  and/or make
payment of Royalties then due during the 30 business days immediately  following
Licensor's written notice of such default, Licensor may terminate this Agreement
upon final  written  notice to  Licensee.  Notwithstanding  the  foregoing,  the
parties  agree that any  disputes  regarding  payment  amounts  will be resolved
pursuant to Section IX (B) hereof.

         D. BREACH OF OTHER AGREEMENT: If APC breaches,  without cure within the
applicable time period, which shall include notice and opportunity to cure, that
certain  1997-  2000  License   Agreement   ($500,000  minimum  Advance  Royalty
Guarantee) between Licensee and Licensor,  Licensor may terminate this Agreement
upon written notice to Licensee.

         E. FAILURE TO COMPLETE  PURCHASE OF LICENSEE:  If APC fails to pay when
due the $24  million  promissory  note to  SII-NC,  then  this  Agreement  shall
terminate immediately upon such failure.

         F. NO  DISPARAGEMENT:  If APC or SII commits an act or becomes involved
in a situation or occurrence which, in Earnhardt's good faith opinion,  tends to
bring it or him into public disrepute,  contempt,  scandal or ridicule and tends
to provoke,  shock or offend the community or any sizable group or class thereof
so that there is an unfavorable reflection on Earnhardt's reputation,  or if APC
or  SII  publicly  disparages  Earnhardt,  then  Earnhardt  may  terminate  this
Agreement effective at any time after the date on which Earnhardt first acquires
knowledge  and notifies  APC and SII in writing  thereof and after which no good
faith  action  shall  be  promptly  taken  by APC or SII to  cure  the  same  to
Earnhardt's good faith satisfaction.

         G.  MISCELLANEOUS:  If (A) Licensee (i)  manufactures,  offers to sell,
sells, distributes or otherwise disposes of articles in any way utilizing any of
the Licensed Products which are not approved as provided herein;  (ii) purchases
materials,  products, or services from or acts as a broker, seller, distributor,
or retailer for, any third party whom Licensor has given Licensee written notice
is an infringer or Licensor's proprietary rights; (iii) registers or attempts to
register any claim to copyright,  trademark,  service mark, design patent or any
other  right  in or to any  element  of the  Licensed  Product  or  Likeness  of
Earnhardt;  or (iv) fails to obtain or maintain  insurance  coverage as required
hereunder, and (B) Licensee fails to cure any such
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condition within 30 days written notice of the occurrence thereof from Licensor,
Licensor may terminate this Agreement upon written notice to Licensee.

VIII.    CONSIDERATION:

         A.  ROYALTY:  SII agrees to pay to Earnhardt a royalty  equal to 20% of
the Adjusted  Gross Revenue for the full term of this  Agreement,  including any
extensions.

         B. INVENTORY LIQUIDATION: Notwithstanding anything in this Agreement to
the  contrary,  if SII is required or deems it advisable  to  liquidate  certain
Licensed  Products at a price that  results in a gross  margin of less than 40%,
SII will pay to Earnhardt a royalty equal to one-half of the gross margin of the
Licensed Product so liquidated.

IX.      REPORTING AND PAYMENT:

         A. QUARTERLY REPORTS AND PAYMENTS: Within 20 days after the end of each
calendar  quarter  during  the  term of this  Agreement,  SII  shall  report  to
Earnhardt its Adjusted  Gross  Revenue,  revenue and margins for any  liquidated
Licensed Products,  and cumulative  royalties due for the immediately  preceding
quarter, in a format having sufficient detail for reasonable verification of the
royalty  payment.  Reports shall be signed and certified by an officer of SII as
true  and  accurate  and  shall  be  accompanied  by the  applicable  cumulative
royalties payment.

         B. BOOKS AND RECORDS: SII shall keep full, clear and accurate books and
records  with  respect to all sales or other  disposition  of Licensed  Products
subject to this  Agreement.  The books and records shall be maintained in such a
manner that the  quarterly  royalty  reports  required  herein  shall be readily
verifiable.  Earnhardt and Earnhardt's authorized agent, shall have the right to
examine and audit SII's records on SII's premises upon  reasonable  prior notice
to SII and during normal business hours. In no event shall Earnhardt be entitled
to examine and audit SII's  records more than twice per  calendar  year unless a
prior  audit by  Earnhardt  in that year  revealed  a  deficiency.  In the event
Earnhardt's  audit  reveals  an  overpayment  in  any  royalty  due  under  this
Agreement,  such amounts  will be credited  against the royalty next due. In the
event  Earnhardt's  audit  reveals a  deficiency  in any  royalty due under this
Agreement,  SII shall remit the deficiency within 10 days together with interest
at a rate of 10% per annum.  In the event such audit shows a deficiency  greater
than 5% with respect to the funds that should have been paid to  Earnhardt,  the
cost of such  audit  shall  be paid by SII.  Should  Earnhardt  fail to  examine
records for a period of three years from the date of any quarterly  report which
they were compiled,  that quarterly report shall be deemed final and binding and
Earnhardt  shall  have no  further  right to  contest  the  report or payment of
royalties called for therein.  Notwithstanding the foregoing,  in the event that
SII disagrees with the results of an audit by Earnhardt, SII and Earnhardt shall
mutually agree upon a "Big Six" accounting firm to review  Earnhardt's audit and
the results thereof shall be binding on Earnhardt and SII.
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X.       MISCELLANEOUS PROVISIONS:

         A. ASSIGNMENT: This Agreement may not be assigned by SII, Earnhardt, or
APC without the written consent of the other party.

         B. THIRD PARTY  BENEFICIARY  AND  GUARANTOR:  This Agreement is entered
into in connection with an Asset Purchase  Agreement of even date among SII, APC
and others. Accordingly, the parties agee that APC is also contemplated as third
party beneficiary of this Agreement and APC shall also unconditionally guarantee
all  performance  and all  payment  obligations  and  duties of SII  under  this
Agreement as evidenced by the signature hereto.

         C. BINDING ON HEIRS AND APPROVED  ASSIGNEES:  This Agreement is binding
on the parties, their heirs, successors and their approved assigns.

         D.  REPRESENTATIONS AND WARRANTIES:  The parties hereto each represents
that they are  authorized and empowered to enter into this Agreement and that by
entering into this Agreement  they will not be in breach of any other  agreement
with any person or entity.

         E. NOTICES: All notices or other  communications  required or permitted
under  this  Agreement  shall be in  writing  and shall be sent by first  class,
certified  mail,  return  receipt  requested,  postage  prepaid,  to  the  party
concerned  at the  address  set forth  below.  Notice  may be sent by  facsimile
provided   confirmation  is  delivered  as  described  above.  Unless  otherwise
specifically  provided  to  the  contrary  herein,  any  such  notice  shall  be
considered made on the date of receipt at the address of the intended recipient.

To Earnhardt:                            To SII:

1675 Coddle Creek Highway                Attn:  Fred Wagenhals             
Mooresville, North Carolina  28115       Action Performance Companies  
                                         2401 W. First Street          
                                         Tempe, Arizona  85281         
                                         
With a copy to:                          With a copy to:

David M. Furr                            Robert S. Kant, Esq.    
Gray, Layton, Drum, Kersh,               O'Connor, Cavanagh      
 Solomon, Sigmon & Furr, P.A.            One East Camelback Road 
P.O. Box 2636                            Suite. 1100             
Gastonia, North Carolina  28053          Phoenix, Arizona  85012 
                                         
or such change in address as may be given in writing  according  to the terms of
this section.

         F.  RELATIONSHIP OF PARTIES:  Nothing contained in this Agreement shall
constitute  a joint  venture  or legal  partnership  between  the  parties.  The
relationship of the parties is that of licensor and licensee.
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         G.  CONTINGENCIES:  The delay or failure of either party to perform any
obligation  otherwise  due,  as a result  of force  majeure,  including  but not
limited  to  governmental  action,  laws,  orders,  regulations,  directions  or
requests, or events such as war, acts of public enemies,  strikes or other labor
disturbances,  fires,  floods,  acts of God or any  causes of like or  different
kind, in each instance beyond the control of such party,  but excluding delay or
failure of SII to pay royalties  promptly when due, shall be excused for so long
as the cause exists and provided  that party gives the other party timely notice
of the cause of the delay or  failure  and  exercises  reasonable  diligence  to
eliminate the cause or to find an alternative by which to resume performance.

         H. CHOICE OF LAW: This Agreement shall be interpreted under the laws of
the  State of North  Carolina  without  resort to the  choice of law  provisions
thereof and proper venue shall also reside in North Carolina.

         I. ENTIRE  AGREEMENT:  This Agreement  constitutes the entire agreement
and  understanding  of the parties  relating to the subject matter  hereof,  and
supersedes  all  prior  and  contemporaneous   agreements,   understandings  and
communications  between the parties relating to the subject matter hereof except
existing  License  Agreements  to which any or all of the parties  hereto may be
parties.  No modification  of this Agreement  shall be effective  unless made in
writing,  signed  by all  parties.  Delay  or  inaction  by any  party  will not
constitute a waiver of its rights conferred by this Agreement.

         J. CONSTRUCTION:  The parties acknowledge and agree that each party has
participated  in the drafting of this  Agreement and that this document has been
reviewed by their respective legal counsel.  Accordingly, the parties agree that
any ambiguity is not to be resolved  against the drafting party. No inference in
favor of, or  against,  any party will be drawn from the fact that one party has
drafted any portion of this Agreement.

         K.  COUNTING OF DAYS:  For the purpose of  calculating  periods of time
specified  or allowed  under this  Agreement,  all days are  counted,  including
weekends and  holidays.  If the last day of the period is Saturday,  Sunday,  or
legal holiday in the State of North  Carolina,  then the period will be extended
through the next business day.

         L. EQUITABLE  RELIEF:  Licensee and Licensor each acknowledges that its
failure to comply  with any of the terms of this  Agreement  including,  but not
limited to, Licensee's obligation to cease the manufacture, sale or distribution
of Licensed  Products at the termination or expiration of this  Agreement,  will
cause immediate and irreparable damage to the other and that, in addition to any
and all other remedies,  the other shall have the right to equitable  relief for
any  breach  including,   but  not  limited  to,  temporary  restraining  order,
preliminary  and permanent  injunction or other  alternative  relief without the
necessity of posting any bond or other security or proving any damages.
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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                                  SII ACQUISITION, INC.


                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________


                                  DALE EARNHARDT, INC.


                                  By:___________________________________________
                                    Dale Earnhardt
                                  Title:________________________________________


                                  ACTION PERFORMANCE COMPANIES, INC.


                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________



                                  ________________________________________(Seal)
                                           Dale Earnhardt
                                       10
