Consulting Agreement

CONSULTING AGREEMENT


DATED AS OF JANUARY 1, 1997


BETWEEN


ACTION PERFORMANCE COMPANIES, INC.


AND


JOHN BICKFORD


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TABLE OF CONTENTS


Page
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1. Engagement.......................................................... 1
(a) The Engagement............................................. 1
(b) Duties of Consultant....................................... 1


2. Extent of Duties.................................................... 1


3. Compensation........................................................ 1
(a) Fixed Compensation......................................... 1
(b) Reimbursement.............................................. 1


4. Term of Engagement.................................................. 1
(a) Engagement Term............................................ 1
(b) Termination Under Certain Circumstances.................... 1


5. Competition and Confidential Information............................ 2
(a) Interests to be Protected.................................. 2
(b) Non-Competition............................................ 2
(c) Non-Solicitation of Employees.............................. 3
(d) Confidential Information................................... 3
(e) Return of Books and Papers................................. 3
(f) Equitable Relief........................................... 3
(g) Restrictions Separable..................................... 3


6. Miscellaneous....................................................... 3
(a) Notices.................................................... 3
(b) Indulgences................................................ 4
(c) Controlling Law............................................ 4
(d) Binding Nature of Agreement................................ 4
(e) Execution in Counterparts.................................. 5
(f) Provisions Separable....................................... 5
(g) Entire Agreement........................................... 5
(h) Paragraph Headings......................................... 5


7. Successors And Assigns.............................................. 5
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CONSULTING AGREEMENT


AGREEMENT made as of the 1st day of January, 1997, by and between ACTION PERFORMANCE COMPANIES, INC., an Arizona corporation (hereinafter called "Company") and JOHN BICKFORD (hereinafter called "Consultant").


W I T N E S S E T H:


Company desires to engage Consultant and Consultant desires to accept such engagement, all on the terms and conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth in this Agreement, the parties hereto agree as follows:


1. Engagement.


(a) The Engagement. Company hereby engages Consultant and Consultant hereby accepts such engagement as an independent contractor to perform the duties set forth in this Agreement.


(b) Duties of Consultant. During Consultant's engagement by Company pursuant to this Agreement, Consultant shall render such advice and recommendations to Company as Company may reasonably request with respect to representing Company in the motorsports community, creating new marketing and promotional campaigns, and advising Company with respect to the motorsports industry.


2. Extent of Duties. Consultant shall devote such of Consultant's business time, attention and efforts as are reasonably necessary to the performance of Consultant's duties under this Agreement, shall perform such duties faithfully and diligently, and shall not engage in same or similar activities for himself or any other person, firm, or entity while engaged by Company.


3. Compensation.


(a) Fixed Compensation. Company shall pay to Consultant as full compensation for the duties performed by Consultant during Consultant's engagement under this Agreement, a fee at a rate of $100,000 per annum to be paid in equal monthly installments, or in such other periodic installments upon which Company and Consultant shall mutually agree.


(b) Reimbursement. Company shall reimburse Consultant for all travel and entertainment expenses and other ordinary and necessary business expenses incurred by Consultant in connection with the business of Company and Consultant's duties under this Agreement; provided, however, that Consultant shall not incur such expenses in an amount in excess of $1,000 during any month without written authorization from Company. The term "business expenses" shall not include any item not deductible by Company for federal income tax purposes. To obtain reimbursement, Consultant shall submit to Company receipts, bills or sales slips for the expenses incurred. Reimbursements shall be made by Company monthly within 30 days of presentation by Consultant of evidence of the expenses incurred.


4. Term of Engagement.


(a) Engagement Term. The term of Consultant's engagement hereunder shall commence on January 1, 1997 and shall continue until December 31, 2000, and from year to year thereafter, unless and until terminated by either party giving written notice to the other not less than 60 days prior to the end of the then current term.


(b) Termination Under Certain Circumstances. Notwithstanding anything to the contrary herein contained:
(i) Consultant's engagement shall be automatically terminated, without notice, effective upon the date of Consultant's death;


(ii) If Consultant shall fail, for a period of more than 30 consecutive days, or for 30 days within any 60 day period, to perform any of Consultant's duties under this Agreement as the result of illness or other incapacity, Company, at its option, upon notice to Consultant, may terminate Consultant's engagement effective on the date of that notice;


(iii) If Consultant shall breach or violate any of the provisions of this Agreement, or fail to perform in a manner reasonably satisfactory to Company any of the duties required of Consultant and such breach, violation or failure shall continue for a period of 30 days after Company shall have given Consultant written notice specifying the nature thereof in reasonable detail, Company, at its option, upon notice to Consultant, may terminate Consultant's engagement effective on the date of that notice.


5. Competition and Confidential Information.


(a) Interests to be Protected. The parties ...