X0202 3 2005-08-29 1 0000892147 ACTION PERFORMANCE COMPANIES INC ATN 0001337477 SMISC, LLC 1801 WEST INTERNATIONAL SPEEDWAY BL DAYTONA BEACH FL 32114 0 0 0 1 Holds proxy from 10% Owner Pursuant to Shareholder Agreement dated as of August 29, 2005 among SMISC, LLC and Fred Wagenhals, SMISC, LLC, Lesa France Kennedy and Marcus Smith were granted an irrevocable proxy to vote 906,800 shares over which Mr. Wagenhals exercises sole voting and disposition power, 284,195 options to acquire additional Issuer shares in his name, up to 906,800 shares owned by Ms. Wagenhals (to the extent still owned by Ms. Wagenhals) over which Mr. Wagenhals has voting power and stock issued upon the exercise of up to 284,195 options owned by Ms. Wagenhals (to the extent still owned by Ms. Wagenhals). The reporting person disclaims any reportable pecuniary interest in shares of the Issuer. Glenn R Padgett, Vice President 2005-08-31