Action Performance Acquires Tech 2000 Worldwide Inc. - Home of GoRacing.com.

PHOENIX--(BUSINESS WIRE)--Nov. 23, 1998--Action Performance Companies Inc., (Nasdaq/NMS:ACTN) Monday announced that it has acquired Tech 2000 Worldwide Inc., a privately held Massachusetts-based motorsports-related Internet company, through a merger of Tech 2000 and Action Interactive, a wholly owned subsidiary of the company.

Under the terms of the merger agreement, Action will issue up to 137,925 shares of its restricted common stock in exchange for all of the issued and outstanding common stock of Tech 2000. At Friday's closing price of $26 3/8, the acquisition is valued at approximately $3.6 million.

The transaction will be accounted for under the pooling-of-interests method of accounting, which, among other things, limits the company's ability to repurchase its common stock for a certain period of time.

Tech 2000 has what many consider to be the most comprehensive motorsports community on the Internet - www.goracing.com. GoRacing receives approximately 12 million impressions per month and has established itself as a highly popular site for motorsports-related news, information, advertising and entertainment.

GoRacing provides in-depth coverage of 20 professional racing series, including NASCAR, CART, IRL and Formula One, and serves as the official online home for racing series such as NHRA and World of Outlaws. Its staff includes journalists, editors, artists, web designers, systems specialists and sales and marketing representatives who will be retained as employees of Action Interactive.

Said Fred W. Wagenhals, Action chairman, president and chief executive officer, "With the acquisition of GoRacing and the technological capabilities of Tech 2000, Action is in an ideal position to market and sell motorsports merchandise to the growing number of Internet-using race fans.

"Our strategy for capturing consumers' attention and entertainment dollars will be the creation of SpeedMall, a state-of-the-art, virtual shopping mall featuring motorsports and other automotive-related products and services."

SpeedMall will offer the most innovative and advanced technology available in the e-commerce and interactive entertainment arena. The acquisition of Tech 2000 and GoRacing gives Action another consumer-direct distribution channel that will be available to motorsports fans worldwide.

Action Performance and members of the Action family will serve as the anchor tenants of SpeedMall. More than 200 virtual retail stores will be available for lease, with opportunities for on-line banking, travel agencies, auction houses, interactive arcades, a theater and other motorsports-related and specialty stores.

GoRacing will hold SpeedMall's grand opening on Feb. 1, 1999, prior to the NASCAR Winston Cup race in Daytona. For a preview of the mall, visit www.goracing.com.

Action Performance Companies Inc., is the leader in the design, marketing, and distribution of licensed motorsports merchandise. Its products include a broad range of motorsports-related die-cast car replica collectibles, apparel, souvenirs, and other memorabilia.

The company markets and distributes products through a variety of channels, including the 153,000-member Racing Collectables Club of America (RCCA), trackside at racing events, mass retail department stores, and a worldwide network of wholesale distributors and specialty dealers.

Note to Editors: This press release contains forward-looking statements. The company's actual results could differ materially from those set forth in the forward-looking statements.

Factors that might cause such a difference include, among others, competitive pressures, the growth rate of the Internet, constantly changing technology, acceptance of Action's products and services in the marketplace and other risks detailed in the company's Securities and Exchange Commission filings, including the company's Form 10-K dated Sept. 30, 1997 and Form 10-Q dated June 30, 1998.