<SUBMISSION>
<ACCESSION-NUMBER>0000950153-05-000927
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20050428
<DATE-OF-FILING-DATE-CHANGE>20050428
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>WAGENHALS FRED W
<CIK>0000937437
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<PHONE>6028940100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2401 WEST FIRST STREET
<CITY>TEMPE
<STATE>AR
<ZIP>85281
</MAIL-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ACTION PERFORMANCE COMPANIES INC
<CIK>0000892147
<ASSIGNED-SIC>5090
<IRS-NUMBER>860704792
<STATE-OF-INCORPORATION>AZ
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-45273
<FILM-NUMBER>05781200
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1480 SOUTH HOHOKAM DRIVE
<CITY>TEMPE
<STATE>AZ
<ZIP>85281
<PHONE>6023373700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1480 SOUTH HOHOKAM DRIVE
<CITY>TEMPE
<STATE>AZ
<ZIP>85281
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>p70224sc13dza.htm
<DESCRIPTION>SC 13D/A
<TEXT>
<HTML>
<HEAD>
<TITLE>sc13dza</TITLE>
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<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<TABLE align="right" width="160" border="1" cellspacing="0" cellpadding="1">
<TR><TD align="center" nowrap>OMB APPROVAL</TD></TR>
<TR><TD nowrap>OMB Number: 3235-0145</TD></TR>
<TR><TD nowrap>Expires: December 31, 2005</TD></TR>
<TR><TD nowrap>Estimated average burden<BR>
hours per response...15</TD></TR></TABLE>

<BR clear="right">
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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B><BR>
<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B></DIV>
<P align="center" style="font-size: 18pt"><B>SCHEDULE 13D/A</B>

<P align="center"><B>Under the Securities Exchange Act of 1934<BR>
(Amendment No. 6)*</B>

<P><DIV align="center" style="font-size: 24pt">Action Performance Companies, Inc.</DIV>
<HR size="1" noshade>
<DIV align="center" style="font-size: 10pt">(Name of Issuer)</DIV>

<P><DIV align="center" style="font-size: 10pt">Common Stock<BR>
<HR size="1" noshade>
(Title of Class of Securities)</DIV>

<P><DIV align="center" style="font-size: 10pt">004933 10 7<BR>
<HR size="1" noshade>
(CUSIP Number)</DIV>

<P> <DIV align="center" style="font-size: 10pt"> Fred W. Wagenhals, 1480 S. Hohokam Drive, Tempe, Arizona 85281<BR>
(602) 337-3700<BR>
<HR size="1" noshade>
(Name, Address and Telephone Number of Person<BR>Authorized to Receive Notices and Communications)</DIV>
<P><DIV align="center" style="font-size: 10pt">February&nbsp;23, 2005<BR>
<HR size="1" noshade>
(Date of Event Which Requires Filing of this Statement)</DIV>

<P align="left" style="font-size: 10pt">If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of &#167;&#167;240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. <FONT face="wingdings" size="2">&#111;</FONT>
<P>
<P align="left" style="font-size: 10pt"><B>Note:</B> Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See &#167;240.13d-7 for other parties to whom copies are to be sent.
<P>
<P align="left" style="font-size: 10pt"><SUP>*</SUP> The remainder of this cover page shall be filled out for a reporting person&#146;s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
<P>
<P align="left" style="font-size: 10pt">The information required on the remainder of this cover page shall not be deemed to be &#147;filed&#148; for the purpose of Section 18 of the Securities Exchange Act of 1934 (&#147;Act&#148;) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

<P align="center" style="font-size: 10pt">

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="4" style="font-size: 10pt">
<TR>
<TD width="4%">&nbsp;</TD>
<TD width="3%">&nbsp;</TD>
<TD width="3%">&nbsp;</TD>
<TD width="3%">&nbsp;</TD>
<TD width="28%">&nbsp;</TD>
<TD width="14%">&nbsp;</TD>
<TD width="45%">&nbsp;</TD>
</TR>

<TR>
<TD colspan="5">CUSIP No. 004933 10 7 </td> <TD colspan="2" align="right">Page 2 of 5 Pages </TD>
</TR>

<TR><TD colspan=7><HR noshade></TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD valign=top>1.</TD>
<TD valign=top colspan=3>Name of Reporting Person:<BR>Fred W. Wagenhals</TD>
<TD valign=top colspan=2>I.R.S. Identification Nos. of above persons (entities only):<BR>
</TD>
</TR>

<TR><TD colspan=7><HR noshade></TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD valign=top>2.</TD>
<TD valign=top colspan=5>Check the Appropriate Box if a Member of a Group (See Instructions):</TD>
</TR>

<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD valign=top>(a)</TD>
<TD valign=top><FONT face="wingdings" size="2">&#111;</FONT></TD>
<TD valign=top colspan=3>&nbsp;</TD>
</TR>

<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD valign=top>(b)</TD>
<TD valign=top><FONT face="wingdings" size="2">&#254;</FONT></TD>
<TD valign=top colspan=3>(Formally, the Reporting Person and his
wife, Lisa Wagenhals, filed jointly. With this filing,
Mr.&nbsp;Wagenhals is filing solely on his own behalf but retains
voting control and other rights in the ex-spouse&#146;s shares.)</TD>
</TR>

<TR><TD colspan=7><HR noshade></TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD valign=top>3.</TD>
<TD valign=top colspan=5>SEC Use Only:</TD>
</TR>

<TR><TD colspan=7><HR noshade></TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD valign=top>4.</TD>
<TD valign=top colspan=5>Source of Funds (See Instructions):<BR>PF</TD>
</TR>

<TR><TD colspan=7><HR noshade></TD></TR>


<TR>
<TD>&nbsp;</TD>
<TD valign=top>5.</TD>
<TD valign=top colspan=5>Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): <FONT face="wingdings" size="2">&#111;</FONT> </TD>
</TR>

<TR><TD colspan=7><HR noshade></TD></TR>

<TR>
<TD>&nbsp;</TD>
<TD valign=top>6.</TD>
<TD valign=top colspan=5>Citizenship or Place of Organization:<BR>U.S.A.</TD>
</TR>

<TR><TD colspan=7><HR noshade></TD></TR>

<TR><TD colspan="3" rowspan="8" align="center">Number of<BR>Shares<BR>Beneficially<BR>Owned by<BR> Each Reporting<BR>Person With</TD></TR>

<TR><TD valign=top>7.</TD>
<TD valign=top colspan=3>Sole Voting Power:<BR>2,363,599</TD></TR>

<TR><TD colspan=4><hr noshade></TD></TR>

<TR><TD valign=top>8.</TD><TD valign=top colspan=3> Shared Voting Power:<BR>0</TD></TR>

<TR><TD colspan=4><hr noshade></TD></TR>

<TR><TD valign=top>9.</TD><TD valign=top colspan=3> Sole Dispositive
Power:<BR>1,240,994</TD></TR>

<TR><TD colspan=4><hr noshade></TD></TR>

<TR><TD valign=top>10.</TD><TD valign=top colspan=3>Shared Dispositive Power:<BR>0</TD></TR>

<TR><TD colspan=7><hr noshade></TD></TR>

<TR><TD>&nbsp;</TD>
<TD valign=top>11.</TD><TD valign=top colspan=5>Aggregate Amount
Beneficially Owned by Each Reporting Person: <BR>2,363,599</TD>
</TR>

<TR><TD colspan=7><hr noshade></TD></TR>

<TR><TD>&nbsp;</TD>
<TD valign=top>12.</TD><TD valign=top colspan=5>Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):<BR> <FONT face="wingdings" size="2">&#111;</FONT> </TD>
</TR>

<TR><TD colspan=7><hr noshade></TD></TR>

<TR><TD>&nbsp;</TD>
<TD valign=top>13.</TD><TD valign=top colspan=5>Percent of Class
Represented by Amount in Row (11):<BR>12.4%</TD></TR>

<TR><TD colspan=7><hr noshade></TD></TR>

<TR><TD>&nbsp;</TD>
<TD valign=top>14.</TD><TD valign=top colspan=5>Type of Reporting Person (See Instructions):<BR>IN</TD></TR>

<TR><TD colspan=7><hr noshade></TD></TR>
</TABLE>

<P align="center" style="font-size: 10pt">

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<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD></TD><TD colspan="8"><A HREF="#000">ITEM 1. SECURITY AND ISSUER</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">ITEM 2. IDENTITY AND BACKGROUND</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">ITEM 4. PURPOSE OF TRANSACTION</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">ITEM 5. INTEREST IN SECURITIES OF THE ISSUER</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">SIGNATURE</A></TD></TR>
<TR><TD colspan="9"><A HREF="p70224exv7w8.txt">Exhibit 7(8)</A></TD></TR>
<TR><TD colspan="9"><A HREF="p70224exv7w9.txt">Exhibit 7(9)</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="4" style="font-size: 10pt">
<TR>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">CUSIP No. 004933 10 7 </td> <TD colspan="2" align="right">Page 3 of 5 Pages </TD>
</TR>
</TABLE>

<!-- link2 "ITEM 1. SECURITY AND ISSUER" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 1.&nbsp;</TD>
    <TD>SECURITY AND ISSUER</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Amendment No.&nbsp;6 to Schedule&nbsp;13D relates to the common stock, par value $.01 per share
(the &#147;Common Stock&#148;) of Action Performance Companies, Inc.
(the &#147;Company&#148;). The Issuer&#146;s principal
executive offices are located at 1480 S. Hohokam Drive, Tempe, Arizona 85281.

<!-- link2 "ITEM 2. IDENTITY AND BACKGROUND" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 2.&nbsp;</TD>
    <TD>IDENTITY AND BACKGROUND</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)-(c) and (f): This statement is filed by Fred W. Wagenhals (the &#147;Reporting Person&#148;). The
business address of the Reporting Person is 1480 S. Hohokam Drive, Tempe, Arizona 85281.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Reporting Person is the Chairman of the Board, President and Chief Executive Officer of
the Company located at the address set forth above. The Company designs and markets licensed
motorsports products related to NASCAR, including die-cast scaled replicas of motorsports vehicles,
apparel and memorabilia.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Reporting Person is a citizen of the United States.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;and (e): During the last five years, the Reporting Person has not been (1)&nbsp;convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (2)&nbsp;a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.

<!-- link2 "ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 3.&nbsp;</TD>
    <TD>SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Reporting Person founded the Company in 1992 with personal funds and acquired 2,912,000 of
the shares of Common Stock at that time. Since that time, the Reporting Person has acquired
additional shares of Common Stock with personal funds, has sold shares of Common Stock pursuant to
Rule&nbsp;144 under the Securities Act of 1933, as amended, and most recently has transferred
approximately 50% of his holdings in the Company to his former spouse pursuant to a divorce
settlement agreement. As a result, the Reporting Person currently beneficially owns an aggregate
of 1,813,600 outstanding shares of Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Reporting Person also is the beneficial owner of
549,999&nbsp;shares of Common Stock issuable
upon exercise of outstanding stock options that are vested and exercisable within 60&nbsp;days of the
date of this Amendment No.&nbsp;6 to Schedule&nbsp;13D.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Reporting Person was previously married to Lisa K. Wagenhals (&#147;LKW&#148;). All transfers of
shares of Common Stock and options to acquire shares of Common Stock described in Item&nbsp;5 to LKW were made
solely pursuant to that certain Property Settlement Agreement (the
&#147;Settlement Agreement&#148;) between the Reporting Person and
LKW.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Included
in the above 1,813,600 shares beneficially owned by the Reporting
Person are 906,800 shares which LKW holds as her sole and separate
property. However, the Reporting Person has a right of first refusal
with respect to the shares owned by LKW and, for so long as the
Reporting Person is the CEO of Action Performance and/or an officer
in Action Performance, LKW has granted to him the sole and exclusive
right to vote on her behalf all of such shares. The Reporting Person
also has the ability to designate the Company or others to execute
the right of first refusal.

<!-- link2 "ITEM 4. PURPOSE OF TRANSACTION" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 4.&nbsp;</TD>
    <TD>PURPOSE OF TRANSACTION</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Reporting Person holds the Common Stock for investment purposes. As stated above, the
Reporting Person serves as Chairman of the Board, President and Chief Executive Officer of the
Company.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<TABLE width="100%" border="0" cellspacing="0" cellpadding="4" style="font-size: 10pt">
<TR>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">CUSIP No. 004933 10 7 </td> <TD colspan="2" align="right">Page 4 of 5 Pages </TD>
</TR>
</TABLE>

<!-- link2 "ITEM 5. INTEREST IN SECURITIES OF THE ISSUER" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 5.&nbsp;</TD>
    <TD>INTEREST IN SECURITIES OF THE ISSUER</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
Reporting Person beneficially owns an aggregate of
2,363,599&nbsp;shares, representing
12.4% of the Company&#146;s outstanding Common Stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The following information applies to shares held by the Reporting Person:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Number</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">Percent</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">of Shares</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>

<TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">of Class(3)</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sole Power to Vote Securities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">2,363,599</TD>
    <TD nowrap>(1)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">12.4</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Shared Power to Vote Securities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#150;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Sole Power to Dispose of Securities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">1,240,994</TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">6.6</TD>
    <TD nowrap>%</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Shared Power to Dispose of Securities:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">&#150;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<P>
<HR size="1" width="18%" align="left" noshade color="#000000">

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top">
    <TD width="1%" nowrap align="left">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Represents (i) 250,001&nbsp;shares owned by the Reporting Person as his sole and separate
property, (ii)&nbsp;656,799&nbsp;shares owned by the Reporting Person
as his sole and separate property but held in a family trust,
(iii)&nbsp;906,800&nbsp;shares owned by LKW as her sole and separate
property in several different trusts but for which the Reporting
Person has a right of first refusal and voting/proxy rights, and
(iv)&nbsp;549,999&nbsp;shares of common stock issuable upon
exercise of outstanding options that are vested and exercisable
within 60&nbsp;days of this report.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="left">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Represents (i)&nbsp;250,001&nbsp;shares owned by
the Reporting Person as his sole and separate property,
(ii)&nbsp;656,799&nbsp;shares owned by the Reporting Person as his
sole and separate property but held in a family trust, and
(iii)&nbsp;549,999 shares of common stock issuable upon exercise of outstanding options that are vested and
exercisable within 60&nbsp;days of this report, less 215,805 shares which relate to vested and
exercisable options for which the Reporting Person has transferred to LKW the economic rights
relating thereto.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="left">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Based on the number of shares (18,559,978)
reported outstanding as of January&nbsp;31, 2005.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;and
(d)&nbsp;See Item&nbsp;6 below.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Not applicable.

<!-- link2 "ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER." -->
<DIV align="left"><A NAME="005"></A></DIV>

<P>
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<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>ITEM 6.&nbsp;</TD>
    <TD>CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.</TD>
</TR>
</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the Settlement Agreement, the Reporting Person received a right of first refusal
and voting/proxy rights with respect to LKW&#146;s shares of Action
Performance common stock. A copy of the right
of first refusal is filed with this Form 13D/A as Exhibit&nbsp;7(9).
The Reporting Person also has the ability to designate the Company or
others to execute the right of first refusal.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Settlement Agreement provides
that for so long as the Reporting Person is the CEO of Action Performance and/or an officer in
Action Performance, LKW grants to him the sole and exclusive right to vote on LKW&#146;s behalf or on
behalf of any trust or entity in which LKW is an owner, member, trustee, beneficiary or otherwise,
all shares of the Company transferred to LKW pursuant to the Settlement Agreement in accordance with
the Reporting Person&#146;s instructions. In the event the Reporting Person is no longer CEO or Action
Performance and/or an officer in Action Performance (including as a result of death), all voting
rights of LKW in the shares will revert to LKW.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

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<TR>
    <TD colspan="5">CUSIP No. 004933 10 7 </td> <TD colspan="2" align="right">Page 5 of 5 Pages </TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Settlement Agreement also grants to LKW a 50% interest in certain of the Reporting Person&#146;s currently
vested options to acquire 431,609&nbsp;shares of Action Performance common stock. Although Reporting Person will retain each respective option
in his name, the Reporting Person will only have the exclusive authority to exercise 50% of the options
pursuant to the terms of each respective option. LKW will have the sole authority to exercise the
other 50% of the options and will be entitled to all benefits of such exercise thereto, provided
she pays the requisite consideration. Upon such exercise, although the Reporting Person will
receive the distribution, the Settlement Agreement requires the Reporting Person to dispose of that
distribution according to the written instructions of LKW. A summary
of selected provisions of the Settlement Agreement is filed with this
Form&nbsp;13D/A as Exhibit&nbsp;7(8).

<!-- link2 "ITEM 7. MATERIAL TO BE FILED AS EXHIBITS." -->
<DIV align="left"><A NAME="006"></A></DIV>

<P>
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    <TD width="99%"></TD>
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<TR valign="top">
    <TD nowrap>ITEM 7.&nbsp;</TD>
    <TD>MATERIAL TO BE FILED AS EXHIBITS.</TD>
</TR>
</TABLE>

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</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;7(8)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">Summary of selected provisions
of Property Settlement Agreement dated January&nbsp;10, 2005 between Fred W. Wagenhals and Lisa K. Wagenhals.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;7(9)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">Right of First Refusal Agreement between Fred W. Wagenhals and Lisa K. Wagenhals.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom">&nbsp;</TD>
</TR><!-- End Table Body -->
</TABLE>
</DIV>

<!-- link1 "SIGNATURE" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="center" style="font-size: 10pt">SIGNATURE



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete, and correct.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
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    <TD width="48%">&nbsp;</TD>
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<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: April&nbsp;27, 2005&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Fred W. Wagenhals
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Signature&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7.8
<SEQUENCE>2
<FILENAME>p70224exv7w8.txt
<DESCRIPTION>EXHIBIT 7(8)
<TEXT>
<PAGE>

                                                                    EXHIBIT 7(8)

        SUMMARY OF SELECTION PROVISIONS OF PROPERTY SETTLEMENT AGREEMENT

      Following is a summary of salient provisions relating to the transfer,
voting rights and right of first refusal of Action Performance common stock
which are contained in the Property Settlement Agreement, dated January 10, 2005
between Fred W. Wagenhals and Lisa K. Wagenhals (the "Agreement").

      1.    Fred W. Wagenhals ("Husband") and/or Lisa K Wagenhals ("Wife") have
ownership interests by way of individual ownership, limited partnerships, family
trusts and possibly other entities of 1,813,600 shares of stock (the "Action
Shares") of Action Performance Companies, Inc., an NYSE listed Arizona
corporation ("Action").

      2.    Within fifteen (15) business days after the entry of the decree of
dissolution the 1,813,600 Action Shares shall be transferred and equally
distributed as follows: 906,800 Action Shares to Husband, and 906,800 Action
Shares to Wife. Husband and Wife shall retain their respective Action Shares as
his/her respective separate property, free and clear of any claim, right, title
or interest of the other party, except as to Husband's right of first refusal
and voting rights. Wife shall, within ten (10) business days from the execution
of the Agreement, execute and deliver to Husband a Right of First Refusal
Agreement and her proxy, satisfactory in form and substance to Husband. In
connection with the Right of First Refusal Agreement the Action Shares being
distributed to Wife shall be transferred directly into escrow with a mutually
agreeable escrow agent, pursuant to an escrow agreement which will be negotiated
and executed by the parties within ten (10) business days from the execution of
the Agreement. In the event the parties cannot mutually agree upon an escrow
agent, Wife's Action shares shall not be transferred to Wife until an escrow
agent to hold such shares on behalf of Wife has been determined. In the event of
disagreement, the selection of an escrow agent and terms of the

<PAGE>

escrow agreement shall be submitted forthwith to the American Arbitration
Association for binding arbitration. In consideration of the foregoing, so long
as Husband is the CEO of Action Performance and/or an officer in Action
Performance, Wife grants to Husband the sole and exclusive right to vote on
Wife's behalf or on behalf of any trusts and/or limited partnerships or any
other business or entity in which Wife is owner, member, trustee, beneficiary or
otherwise, all of the Action Shares, or shares of stock or evidence of ownership
in any successor entity to Action, transferred and/or distributed to Wife,
either directly or in trust or as stated above, pursuant to the Agreement in
accordance with the voting of her shares according to Husband's voting
instructions. Wife shall take no steps to interfere with or obstruct Husband's
right to vote such Action shares as provided for in the Agreement. If for any
reason Husband cannot directly vote all or some portion of Wife's Action Shares
Wife shall vote such Action Shares as directed by Husband.

      In the event Husband is not entitled to vote the Wife's Action shares on
Wife's behalf or on behalf of any trust and/or limited partnerships or any other
business or entity in which Wife is owner, member, trustee, beneficiary or
otherwise, because Husband is no longer CEO of Action Performance and/or an
officer in Action Performance, all voting rights of Wife in the Action shares
shall revert to the Wife and the above-referenced Right of First Refusal and
escrow agreements and Wife's proxy shall terminate. In the event Husband dies
while still entitled to vote on behalf of Wife any of Wife's Action shares, from
the date of Husband's death and thereafter Wife shall be entitled to vote Wife's
Actions shares.

      Unless requested by Husband in writing, Wife shall not attend any board
meetings or other corporate meetings of Action Performance..

                                       2

<PAGE>

      3.    With respect to the division and transfer of the Action Shares, the
parties shall take any and all necessary action and execute any and all
necessary documents, individually and/or as trustees or otherwise, so as to
effectuate the division and transfer of Action Shares provided for by this
Agreement, including but not limited to their respective individual interests
and/or in their capacities as trustees and/or partners or otherwise relative to
any trusts or limited partnerships which they individually, or together,
controlled prior to the date of the Agreement. The parties shall act so as to
minimize any adverse tax impact thereon, and any resultant tax obligation
associated therewith so as to effect the distribution shall be equally shared by
Husband and Wife. The assignment, transfer and distribution of the Action Shares
as provided in above shall be accomplished within ten (10) days following the
date of the Agreement.

      4.    As it relates to Husband and/or Wife's interest in stock options:

            A.    If, as, and when benefits become payable to the Husband
pursuant to stock option plan(s) of Action for the stock options not yet
exercised, the Wife shall receive fifty percent (50%) interest in each of the
Husband's currently vested stock options limited solely to [581,610] options as
set forth in the Agreement, including any dividends, stock splits or other
benefits attributable to such options. Husband shall not be required to exercise
his fifty percent (50%) of the following stock options at any time and shall
determine in his sole discretion when to exercise his options independent of
when Wife would choose to exercise her fifty percent (50%) of the stock options.

      All of the Husband's current unvested and/or future stock options, as well
as any and all amounts due or benefits of any kind or nature in connection with
or Husband's employment agreement with Action or any other past, present or
future employment or any other consulting or

                                       3

<PAGE>

other agreements to which Husband is a party, shall be retained by Husband as
his sole and separate property, free and clear of any right, claim or interest
of Wife.

            B.    Based on the parties' intent, the Wife's interest in the
options set forth in part A above will be paid to her as follows:

                  (1)   The Wife may exercise her fifty percent (50%) share of
            the above options at any time after the execution of the Agreement,
            subject to the provisions of the applicable stock option plan(s) and
            grants and/or availability thereof, and further subject to the Wife
            first paying over and/or otherwise causing the payment of the funds
            necessary to exercise said options.

                  (2)   The Wife may elect to receive benefits in the form of
            securities or cash as permitted under the plan(s) and/or grants.

                  (3)   Since the plan(s) will not make a direct payment to the
            Wife or her brokerage account, the Husband shall request such
            distribution upon receiving a written notice from the Wife. The
            Husband shall transfer the Wife's benefits to her or her brokerage
            account as she elects.

                  (4)   The Wife shall be designated as the Husband's
            beneficiary as to the Wife's fifty percent (50%) share of the
            Husband's options. The Husband shall make a beneficiary designation
            to the plan(s) for the Wife's share of said options. If the Wife
            dies prior to receiving all benefits assigned to the Wife under the
            plan(s) and the Wife has not named a beneficiary to the Wife's share
            of Husband's benefits, then the Wife's share of the Husband's
            benefits will be paid to the Wife's estate or to such named
            beneficiary as Wife shall have designated in writing at the earliest
            date permitted by the Plan(s).

                                       4

<PAGE>

      If Husband's employment at Action is voluntarily terminated, he shall
provide Wife with a minimum of sixty (60) days actual, effective notice of such
termination. And, in the event Husband's employment with Action is involuntarily
terminated, he shall provide Wife with actual, effective notice of said
termination within five (5) days of his receipt of notice of termination.

                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7.9
<SEQUENCE>3
<FILENAME>p70224exv7w9.txt
<DESCRIPTION>EXHIBIT 7(9)
<TEXT>
<PAGE>
                                                                    EXHIBIT 7(9)


                        RIGHT OF FIRST REFUSAL AGREEMENT

      This Right of First Refusal Agreement (this Agreement) is made on the
date written below, by and among Fred W. Wagenhals ("Fred") and Lisa K.
Wagenhals ("Lisa").

      In Consideration of the mutual promises, covenants and conditions herein
contained and for other good and valuable consideration, the parties hereto
agree as follows.

1.    DEFINITIONS.  Certain terms used herein are defined as follows:

      A     "Company" shall mean Action Performance Companies, Inc., an Arizona
            corporation

      B     "Escrow Agent" means the mutually agreeable third party who will
            hold the Shares in escrow in accordance with this Agreement

      C     "Escrow Agreement" means the written agreement which will be
            negotiated and executed in good faith by the parties hereto and the
            Escrow Agent, pursuant to which the Escrow Agent will hold the
            Shares in Escrow in accordance with this Agreement.

      D     "Immediate Family" means any spouse, child, grandchild, parent,
            brother, or sister of a Holder

      E     "Shares" means any shares of capital stock of the Company which Lisa
            will receive directly or indirectly (i.e., in partnership or other
            entity) pursuant to the Property Settlement Agreement dated January
            21, 2005 ("Settlement Agreement") and all securities into which such
            Shares may be converted or reclassified as a result of any merger,
            consolidation, stock split, stock dividend, or other
            recapitalization of the Company, whether now owned or hereafter
            acquired

2.    RESTRICTIONS ON TRANSFER. Lisa shall not sell or engage in any transaction
      which has resulted in or will result in a change in the beneficial or
      record ownership of' any Shares, including without limitation, a voluntary
      or involuntary sale, assignment, transfer, pledge, hypothecation,
      encumbrance, disposal, loan, gift, attachment or levy (a Transfer), except
      as provided in this Agreement, and any such Transfer of Shares or
      attempted Transfer of Shares in contravention of this Agreement shall be
      void and ineffective for any purpose and shall not confer on any
      transferee or purported transferee any rights whatsoever

3.    RIGHT OF FIRST REFUSAL.

      A     Each time Lisa proposes to Transfer (or is required by operation of
            law or other involuntary transfer) any or all of the Shares during
            the term of this Agreement, she shall first offer such Shares to
            Fred in accordance with the following provisions.

            i     Lisa shall deliver a written notice (a Notice) to Fred c/o
                  Action Performance Headquarters Office or such other address
                  as Fred shall designate in writing to Lisa, stating - (A) her
                  bona fide intention to Transfer such Shares, (B) the name and
                  address of the proposed transferee and the purchase price, if
                  a private transaction, (C) the number of Shares to be
                  transferred, and (D) if a market sale, the purchase price per
                  Share for which Lisa proposes to Transfer such Shares (which
                  shall be the closing market price of the Shares as of the date
                  the Notice is sent or/if the market is not open on that date,
                  then the closing market price on the last day the market was
                  open prior to the date the Notice was sent)

            ii    Within forty-eight hours (48) [two (2) business days] after
                  receipt of the Notice, Fred or his designee shall have the
                  first right to purchase or obtain such Shares, upon the price
                  and terms of payment designated in the Notice. If the Notice
                  provides for a private sale with the payment of non-cash
                  consideration, Fred, at his option, may pay the consideration
                  in cash equal to his good faith estimate of the present fair
                  market value of the non-cash consideration offered once Lisa
                  receives a confirmation that Fred has been notified of the
                  intent to Transfer Shares, Lisa can Transfer such Shares after
                  the Forty-eight (48) hour period has expired if Lisa does not
                  receive a response.

            iii   If Fred or his designees elects not to purchase or obtain all
                  of the Shares designated in the Notice, then Lisa may Transfer
                  the Shares referred to in the Notice which are not purchased
                  by Fred, providing such Transfer (A) is completed within three
                  (3) business days after the expiration of Fred's right to
                  purchase or obtain such Shares and (B) is made at the price
                  and terms designated in the Notice if a private sale, or sold
                  at the then current market price if a market sale. If such
                  Shares are not so transferred, Lisa must give notice in
                  accordance with this paragraph prior to any other or
                  subsequent Transfer of such Shares Lisa shall promptly provide
                  Fred written evidence of any such sale to third parties

4.    PAYMENT OF PURCHASE PRICE. Payment of the purchase price for the Shares
      purchased shall be made, at the option of Fred or his assignee(s), in
      cash, check or wire transfer within three (3) days after the exercising of
      the Option and contemporaneous with the delivery of the certificates
      representing the Shares being purchased

5.    ESCROW. Promptly upon execution of this Agreement, the certificates
      representing the Shares shall be delivered to the Escrow Agent and held by
      it in accordance with this Agreement and the Escrow Agreement

6.    TERMS OF AGREEMENT. The restrictions on Transfer of Shares set forth in
      this Agreement shall terminate upon the determination of Fred that this
      Agreement shall be terminated, on the date specified in the Settlement
      Agreement, or ten (10) years from the date hereof, which ever occurs first

7.    FURTHER ASSURANCES. Each party hereto agrees to perform any and all
      further acts and to execute and deliver any documents which may reasonably
      be necessary to carry out the provisions of this Agreement

8.    MODIFICATION. This Agreement may be amended only by the written agreement
      of the parties

9.    WILL PROVISIONS. Lisa agrees to insert in her will, or to execute a
      codicil thereto, directing and authorizing her executor to fulfill and
      comply with the provisions hereof.


                                       2
<PAGE>

10.   NOTICE.  Any notice required or permitted hereunder shall be delivered
      in person or sent by telecopier, air courier or certified mail, return
      receipt requested, postage and fees prepaid in all cases, to the
      address of the signatory shown on the signature page hereto, or to such
      other address as will have been specified by prior written notice to
      the sending party Notice shall be effective upon delivery if it is
      hand-delivered; upon receipt if it is transmitted by telecopier, air
      courier or registered, certified or express mail, upon expiration of
      the third business day after deposit in the United States mail if
      mailed from and to an address in the United States, and upon expiration
      of the tenth business day after deposit in the United States mail if
      mailed from or to an address outside the United States

11.   SUCCESSION. This Agreement shall be binding upon and inure to the benefit
      of the parties hereto and upon their permitted successors in interest of
      any kind whatsoever, their heirs, executors, administrators, and personal
      representatives.

12.   GOVERNING LAW. This Agreement will be governed in all respects by the laws
      of the State of Arizona as such laws are applied to agreements between
      Arizona residents entered into and to be performed entirely within
      Arizona, without regard to conflicts of law (principles) The parties
      hereby consent to the exclusive jurisdiction of the state or federal
      courts located in the State of Arizona County of Maricopa, for the
      resolution of any disputes arising out of this Agreement.

13.   ENFORCEMENT. Either party's failure to enforce any provision or provisions
      of this Agreement shall not in any way be construed as a waiver of any
      such provision or provisions, nor prevent that party thereafter from
      enforcing each and every other provision of this Agreement. The rights
      granted both parties herein are cumulative and shall not constitute a
      waiver of either party's right to assert all other legal remedies
      available to it under the circumstances

14.   DAMAGES. The parties acknowledge that money damages may not be an adequate
      remedy for violations of this Agreement and that any party, may, in its
      sole discretion, apply to a court or competent jurisdiction for specific
      performance or injunctive or such other relief as such court may deem just
      and proper to enforce this Agreement or to prevent any violation hereof
      and, to the extent permitted by applicable law, each party waives any
      objection to the imposition of such relief in appropriate circumstances

15.   AUTHORITY. Each party to this Agreement represents that such party has
      duly authorized, executed and delivered this Agreement and that this
      Agreement is a valid and binding obligation of such party, enforceable
      against such party in accordance with its terms.

16.   COUNTERPARTS. This Agreement may be signed in any number of counterparts,
      each of which will be an original, but all of which together will
      constitute one and the same instrument

17.   SOLE AGREEMENT. This Agreement and the Settlement Agreement constitutes
      the entire agreement and understanding of the parties hereto with respect
      to the subject matter hereof and supercedes any and all prior or
      contemporaneous agreements and understandings pertaining thereto whether
      oral or written

18.   CONSTRUCTION. The titles of the sections of this Agreement are for
      convenience of reference only and are not to be considered in construing
      this Agreement. The language of this Agreement shall be construed as to
      its fair meaning and not strictly for or against any party.


                                       3
<PAGE>

19.   SEVERABILITY.  If one or more provisions of this Agreement are held to
      be unenforceable under applicable law, such provision shall be excluded
      from this Agreement and the balance of this Agreement shall be
      enforceable in accordance with its terms and interpreted as if such
      provisions were as excluded

20.   ATTORNEY FEES. In the event that any dispute among the parties hereto
      should result in litigation or arbitration, the prevailing party in such
      dispute shall be entitled to recover from the other party all reasonable
      fees, costs and expenses of litigation and arbitration

                                                  /s/ Fred W. Wagenhals
                                          --------------------------------------
                                          FRED W. WAGENALS
                                          Address      1480 S. Hohokam Dr.
                                                  ------------------------------
                                                        Tempe, AZ  85281
                                                  ------------------------------

Dated:     1-20-05
       ---------------

                                                 /s/ Lisa Wagenhals
                                          --------------------------------------
                                          LISA WAGENALS
                                          Address     7533 N. 70th St.
                                                  ------------------------------
                                                    Paradise Valley, AZ 85253
                                                  ------------------------------

Dated:     1-21-05
       ---------------



                                       4
</TEXT>
</DOCUMENT>
</SUBMISSION>
