ATN

ARTICLES OF INCORPORATION
OF
ACTON PERFORMANCE COMPANIES, INC.

ARTICLE 1. The name of the corporation is ACTION PERFORMANCE COMPANIES,
INC. (the "Corporation").

ARTICLE 2. The purpose for which the Corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Arizona Business Corporation Act of the State of Arizona,
as it may be amended from time to time (the "Business Corporation Act").

ARTICLE 3. The character of business that the Corporation conducts in the
State of Arizona is manufacturing, licensing and selling motorsports and other
collectibles and consumer items, and all manner of activity related thereto.

ARTICLE 4.

A. The Corporation shall have authority to issue a total of Thirty Million
(30,000,000) shares of capital stock, consisting of:

(1) Twenty-Five Million (25,000,000) shares of common stock, par
value one cent ($.01) per share; and

(2) Five Million (5,000,000) shares of serial preferred stock, no
par value per share, of which Five Hundred (500) shares are designated as
Class A Preferred Stock.

B. The preferences, limitations and relative rights granted to or imposed
on the respective classes of the capital stock of the Corporation, or the
holders thereof are as follows:

(1) Common Stock. Each issued and outstanding share of common stock
will entitle the holder thereof to one (1) vote on any matter submitted to a
vote of or for consent of shareholders generally.

(2) Serial Preferred Stock. The board of directors is authorized to
provide from time to time for the issuance of shares of serial preferred stock
in series and to fix from time to time before issuance the designation,
preferences, privileges and voting powers of the shares of each series of serial
preferred stock and the restrictions or qualifications thereof, including,
without limiting the generality of the foregoing, the following:

i. The serial designation and authorized number of shares;

ii. The dividend rate, the date or dates on which such
dividends will be payable, and the extent to which such dividends may be
cumulative;

iii. The amount or amounts to be received by the holders in
the event of voluntary or involuntary dissolution or liquidation of the
Corporation;
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iv. The price or prices at which shares may be redeemed
and any terms, conditions and limitations upon such redemption;

v. Any sinking fund provisions for redemption or purchase of
shares of such series; and

vi. The terms and conditions, if any, on which shares may be
converted into shares of other capital stock, or of other series of serial
preferred stock of the Corporation.

Each series of serial preferred stock, in preference to the common stock,
may be entitled to dividends, from funds or other assets legally available
therefor, at such rates, payable at such times and cumulative to such extent as
may be fixed by the board of directors pursuant to the authority herein
conferred upon it. In the event of dissolution or liquidation of the
Corporation, voluntary or involuntary, the holders of the serial preferred
stock, in preference to the common stock, may be entitled to receive such amount
or amounts as may be fixed by the board of directors pursuant to the authority
herein conferred upon it. Each issued and outstanding share of serial preferred
stock will entitle the holder thereof only to those votes, if any, which may
expressly be fixed as hereinafter provided for the respective series thereof and
to voting rights on certain matters, and in certain circumstances, as set forth
in this Article.

Preference stock of any series redeemed, converted, exchanged, purchased
or otherwise acquired by the Corporation shall be cancelled by the Corporation
and returned to the status of authorized but unissued serial preferred stock
unless otherwise provided herein or in resolutions of the board of directors
duly filed with the Arizona Corporation Commission authorizing the issuance of
the series.

All shares of any series of serial preferred stock, as between themselves,
shall rank equally and be identical; and all series of serial preferred stock,
as between themselves shall rank equally and be identical except as set forth in
resolutions of the board of directors duly filed with the Arizona Corporation
Commission authorizing the issuance of the series.

(3) Class A Preferred Stock.

i. Designation of Amount. The shares of this series shall be
designated as the "Class A Preferred Stock" and the number of shares
constituting this series shall be five hundred (500), which number may be
decreased (but not increased) by the board of directors without the affirmative
vote of all of the holders of the Class A Preferred Stock.

ii. Voting. The holders of each share of Class A Preferred
Stock shall be entitled to vote on all matters on which holders of common stock
are entitled to vote and shall be entitled to the number of votes equal to the
largest number of full shares of the Corporation's common stock into which such
share of Class A Preferred Stock could be converted pursuant to the provisions
hereof, at the record date for the determination of stockholders entitled to
vote on such matters or, if no such record date is established, on the date such
vote is taken or any written consent of stockholders is solicited or taken.
Except as otherwise required by law or expressly provided for herein, the
holders of shares of Class A Preferred Stock and common stock shall vote
together and not as separate classes.


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iii. Conversion.

(a) At any time beginning fourteen (14) months after the
date of issuance of the Class A Preferred Stock, each holder of record of Class
A Preferred Stock may, at the option of the holder, convert all of the Class A
Preferred Stock held by that record holder into fully paid nonassessable shares
of common stock.

(b) If a holder of record of Class A Preferred Stock
wishes to convert all of its shares of Class A Preferred Stock pursuant hereto,
the holder must (1) surrender the certificate or certificates evidencing all of
such shares of Class A Preferred Stock, duly endorsed in blank for transfer,
signature guaranteed, at the office of the Corporation, or at such other place
as the Corporation shall designate, and (2) give written notice to the Secretary
of the Corporation that the holder of record elects to convert all of the shares
of Class A Preferred Stock. Within fifteen (15) days after receiving that notice
and the certificate or certificates, the Corporation will issue and deliver, or
cause to be issued and delivered, to the holder of record of the Class A
Preferred Stock, a certificate or certificates for the number of shares of
common stock to which that holder is entitled.

(c) Each share of Class A Preferred Stock shall be
convertible into one thousand (1,000) shares of the Corporation's common stock.
The number of shares of common stock into which the Class A Preferred Stock
shall be convertible shall be appropriately adjusted for stock dividends, stock
splits, reclassification or consolidation of, or other distributions to or for
the benefit of holders of the Corporation's common stock of record prior to the
conversion date.

(d) The Corporation will reserve and keep available out
of its authorized but unissued shares of common stock, the full number of shares
of common stock into which all shares of Class A Preferred Stock are
convertible. If at any time the number of unauthorized but unissued shares of
common stock is not sufficient to effect the conversion of all of the then
outstanding shares of Class A Preferred Stock, the Corporation shall take such
corporate action as it may deem reasonably necessary, including seeking approval
of shareholders, to increase its authorized but unissued shares of common stock
to such number of shares as shall be sufficient for such purpose.

vi. Dividends. The holders of the Class A Preferred Stock
shall be entitled to receive dividends only if, when and as declared with
respect to the common stock by the Corporation's board of directors, in an
amount equal to that amount such holder would have received if its shares of
Class A Preferred Stock had been converted into common stock pursuant to the
provisions hereof at the record date for the determination of stockholders
entitled to receive

dividends. Unless the Corporation pays or declares dividends with respect to the
common stock, the Corporation has no obligation to declare or pay dividends with
respect to the Class A Preferred Stock.

v. Liquidation Preference.

(a) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of record
of the Class A Preferred Stock shall be entitled to be paid before any
distribution or payment is made upon any shares of common stock of the
Corporation, in the amount of four thousand dollars ($4,000.00) per share of
Class A


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Preferred Stock held of record by each holder. The holders of Class A Preferred
Stock shall not be entitled to any further payment. If upon any liquidation,
dissolution or winding up of the Corporation, the Corporation's assets to be
distributed among the holders of the Class A Preferred Stock are insufficient to
permit payment to those holders of the per share amount they are entitled to be
paid, then the entire assets to be distributed among the holders of the Class A
Preferred Stock will be distributed pro rata among the holders of record of the
Class A Preferred Stock based upon the number of shares of Class A Preferred
Stock held of record by each holder.

(b) The merger or consolidation of the Corporation into
or with another corporation (except if the Corporation is the surviving entity
and the holders of capital stock of the Corporation immediately prior to such
merger or consolidation continue to hold at least 80% by voting power of the
capital stock of the surviving corporation), or the sale of all or substantially
all of the assets of the Corporation, shall be deemed to be a liquidation,
dissolution, or winding up of the Corporation for purposes of this Article
4(B)(3)(v).

(c) The Corporation will mail written notice of any
liquidation, dissolution, winding up, merger, consolidation or sale of all or
substantially all of the Corporation's assets, not less than thirty (30) days
prior to any such event, to each holder of record of the Class A Preferred
Stock.

vi. Redemption.

(a) The Corporation may, at its sole option and
discretion, at any time, and from time to time, (a) after the date on which the
Class A Preferred Stock becomes convertible into common stock of the
Corporation, and (b) after the date the Securities and Exchange Commission
declares effective a registration statement filed by the Corporation under the
Securities Act of 1933, as amended, with respect to common stock of the
Corporation issuable upon conversion of the Class A Preferred Stock, redeem all
or any portion of the Class A Preferred Stock then outstanding at the redemption
price of four thousand dollars ($4,000.00) per share. If the Corporation redeems
less than all of the Class A Preferred Stock, the shares shall be redeemed on a
pro rata basis among the holders of record of the Class A Preferred Stock based
upon the number of shares of Class A Preferred Stock held or record by each
holder.

(b) The Corporation will mail written notice of each
redemption of Class A Preferred Stock to each holder of record of Class A
Preferred Stock not more than 60 nor less than 30 days prior to the date on
which the redemption is to be made (the "Redemption Date"). Until the Redemption
Date, the Company will have no obligation to redeem any shares of the Class A
Preferred Stock and, at any time prior to the Redemption Date, the Corporation
may, without any liability whatsoever, cancel any anticipated redemption by
giving written notice of cancellation to each holder of Class A Preferred Stock.
If fewer than the total number of shares of Class A Preferred Stock evidenced by
any certificate are redeemed, a new certificate evidencing the number of
redeemed shares of Class A Preferred Stock will be issued to the holder of
record thereof without cost to that holder upon surrender of the certificate
evidencing the redeemed shares of Class A Preferred Stock. Any shares of Class A
Preferred Stock that are redeemed or otherwise acquired by the Corporation will
be cancelled and will not be reissued, sold, or transferred.

vii. Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder will be
satisfactory) of the


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ownership and the loss, theft, destruction or mutilation of any certificate
evidencing shares of Class A Preferred Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation, or, in the case of any such mutilation upon surrender of the
certificate, the Corporation shall (at the holder's expense) execute and deliver
in lieu of the certificate a new certificate of like kind representing the
number of shares of Class A Preferred Stock represented by the lost, stolen,
destroyed or mutilated certificate and dated the date of the lost, stolen,
destroyed or mutilated certificate.

viii. Registration of Transfer. The Corporation shall keep at
its principal office a register for the registration of Class A Preferred Stock.
Upon the surrender of any certificate representing Class A Preferred Stock at
such place, the Corporation shall, at the request of the record holder of the
certificate, execute and deliver a new certificate or certificates in exchange
therefor representing in the aggregate the number of shares of Class A Preferred
Stock represented by the surrendered certificate. Each new certificate shall be
registered in the name and shall represent the number of shares of Class A
Preferred Stock as is requested by the holder of the surrendered certificate and
shall be substantially identical in form to the surrendered certificate. In no
event, however, shall the Corporation be required to effectuate any transfer of
a certificate representing Class A Preferred Stock unless and until the
Corporation shall have received an opinion of counsel reasonably acceptable to
the Corporation (which opinion shall be furnished at the expense of the holder
of the Certificate) to the effect that any such transfer may be made without
registration under the Securities Act of 1933, as amended, or any applicable
state securities laws.

ARTICLE 5. The name and street address of the statutory agent of the
Corporation are Robert S. Kant, One East Camelback Road, Suite 1100, Phoenix,
Arizona 85012.

ARTICLE 6. The street address of the known place of business for the
Corporation is 2401 West 1st Street, Tempe, Arizona, 85281.

ARTICLE 7. The board of directors shall consist of from one (1) to nine
(9) members. The names and addresses of the persons who presently serve as the
members of the board of directors are:

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Name Address
---- -------
<S> <C>
Fred W. Wagenhals 2401 West 1st Street
Tempe, Arizona 85281

Tod J. Wagenhals 2401 West 1st Street
Tempe, Arizona 85281

Christopher S. Besing 2401 West 1st Street
Tempe, Arizona 85281

Russell W. Leicht, Jr. 2401 West 1st Street
Tempe, Arizona 85281

Jack M. Lloyd 2401 West 1st Street
Tempe, Arizona 85281