Change of Control Agreement

EXHIBIT 10.2

CHANGE OF CONTROL AGREEMENT

DATED AS OF JUNE 2, 2005

BETWEEN

ACTION PERFORMANCE COMPANIES, INC.

AND

MELODEE L. VOLOSIN


CHANGE OF CONTROL AGREEMENT

Change of Control Agreement dated as of June 2, 2005, by and between Action Performance Companies, Inc., an Arizona corporation (" Employer" ) and Melodee L. Volosin (" Executive" ).

RECITALS

Executive currently serves as Chief Operating Officer and Executive Vice President of Employer.

The Board of Directors of the Employer (the " Board" ), has determined that it is in the best interests of the Employer and its stockholders to assure that the Employer will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Employer. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive' s full attention and dedication to the Employer currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

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

AGREEMENT

1. Term . The term of this Agreement shall commence on the date hereof and shall continue until December 31, 2007 (the " Initial Term" ) and from year to year thereafter (each a " Renewal Term" and collectively with the Initial Term, the " Term" ), unless and until terminated by either party giving written notice to the other not less than sixty (60) days prior to the end of the then current term, unless earlier terminated under the terms of this Agreement. If a Change in Control occurs during the Term, then the provisions of Sections 3 and 4 hereof shall continue for the periods set forth therein. Notwithstanding the foregoing, this Agreement will terminate upon the effective date of any termination for Cause of, voluntary resignation (other than for Good Reason after a Change in Control, as each term is defined below) by, or death or disability of, Executive (an " Involuntary Termination" ), and thereafter Executive shall not be entitled to any of the benefits hereunder.

2. Definitions .

(a) " Change in Control" of Employer shall mean a Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 that serve similar


purposes; provided that, without limitation, such a Change in Control shall be deemed to have occurred if and when:

(i) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the " beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) directly or indirectly of equity securities of Employer representing thirty percent (30%) or more of the combined voting power of Employer' s then-outstanding equity securities;

(ii) during the term of this Agreement, individuals who, at the beginning of such period, constituted the Board of Directors of Employer (the " Original Directors" ), cease for any reason to constitute at least a majority thereof unless the election or nomination for election of each new director was approved (an " Approved Director" ) by the unanimous vote of the Board constituted entirely of Original Directors and/or Approved Directors;

(iii) a tender offer or exchange offer is made whereby the effect of such offer is to take over and control Employer, and such offer is consummated for the equity securities of Employer representing twenty percent (20%) or more of the combined voting power of Employer' s then-outstanding voting securities;

(iv) Employer is merged, consolidated, or enters into a reorganization transaction with another person and, as the result of such merger, consolidation, or reorganization, less than seventy-five percent (75%) of the outstanding equity securities of the surviving, or resulting person shall then be owned in the aggregate by the former stockholders of Employer; or

(v) Employer transfers substantially all of its assets to another person or entity which is not a wholly owned subsidiary of Employer.

(b) " Good Reason" shall mean the occurrence of any of the following events:

(i) any reduction in Executive' s status, duties, authority, or compensation;

(ii) Executive is demoted to a position of less stature or importance within Employer than the position described in the recitals of this Agreement;

(iii) Executive is assigned duties inconsistent with the positions, duties, responsibilities, or status of the Chief Operating Officer of Employer; or

(iv) Executive is required to relocate to an employment location that is more than twenty-five (25) miles from her current employment location which the parties agrees is Employer' s present corporate headquarters.

(c) " Cause" shall be limited to discharge resulting from a determination by the Board that Executive:

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(i) has been convicted of a felony, involving dishonesty, fraud, theft, or embezzlement;

(ii) has repeatedly failed or refused, after written notice from Employer along with a failure of Executive to cure within thirty (30) days or receipt of such notice, in a material respect to follow reasonable policies or directors established by Employer;

(iii) has willfully and persistently failed, after written notice from Employer within thirty (30) days of receipt of such notice, to attend to material duties or obligations imposed upon her under this Agreement; or

(iv) has performed an act or failed to act for which if she were prosecuted and convicted, would constitute a felony involving One Thousand Dollars ($1,000) or more of money or property of Employer.

The existence of " Cause" shall be determined by the Board acting in good faith after prior notice to Executive and after providing Executive with an opportunity to be heard.

3. Change in Control Benefits .

(a) Length of Benefit . If during the Term there is a Change of Control and within two (2) years thereafter Executive shall be terminated without Cause or shall resign for Good Reason, then Executive sh ...