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                                                                    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.


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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.


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

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



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