EQUIPMENT SUBLEASE



         THIS EQUIPMENT SUBLEASE (this "Sublease") is made and entered into as

of the 28 day of March, 2000, by and between GORACING.COM, INC., a Delaware

corporation ("goracing"), ACTION PERFORMANCE COMPANIES, INC., an Arizona

corporation ("Action") (Action and goracing are hereinafter referred to each as

a "Sublessor" and collectively as "Sublessors") and INTEGRATED INFORMATION

SYSTEMS, INC., a Delaware corporation, ("Sublessee").



                                    RECITALS



         A. Action entered into a certain Master Equipment Lease with General

Electric Capital Corporation, a New York corporation ("GE Capital") dated as of

December 22, 1998 including Computer Equipment Schedule No. 1 dated December 22,

1998, Computer Equipment Schedule No. 2 dated February 18, 1999 and Addendum to

Schedules No. 001 and 002 to Master Lease Agreement dated as of February 18,

1999 (collectively the "Action Master Equipment Lease"), whereby Action leased

certain equipment listed on Schedule A hereto (the "Action Equipment") from GE

Capital.



         B. goracing entered into a certain Master Equipment Lease with GE

Capital dated as of August 9, 1999 including Computer Equipment Schedule No. 01

dated October 1, 1999, Computer Equipment Schedule No. 02 dated November 5,

1999, Furniture Schedule No. 003 dated December 29, 1999, and Furniture Schedule

No. 004 dated January 24, 2000 (collectively the "goracing Master Equipment

Lease"), whereby goracing leased certain equipment listed on Schedule B hereto

(the "goracing Equipment") from GE Capital. (The Action Equipment and the

goracing Equipment are hereinafter collectively referred to as the "Equipment"

and the Action Master Equipment Lease and the goracing Master Equipment Lease

are hereinafter each referred to as a "Base Equipment Lease" and collectively

referred to as the "Base Equipment Leases.")



         C. The Equipment is located at and used in connection with the

occupancy of the premises located at 1480 South Hohokam Drive, Tempe, Arizona

(the "Premises").



         D. On even date herewith, Action and Sublessee intend to enter into a

Sublease Agreement (the "Hohokam Sublease") whereby Sublessee will sublease from

Action a portion of the Premises.



         E. In connection with Hohokam Sublease, Sublessee desires to sublease

the Equipment from Sublessors, and Sublessors desire to sublease the Equipment

to Sublessee, on the terms and conditions herein set forth.



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

of the parties and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Sublessors and Sublessee hereby

agree as follows:





                                       1

<PAGE>   2

         1. GRANT.



                  (a) BY ACTION. Action hereby subleases its rights and

obligations in the Action Master Equipment Lease to Sublessee, and Sublessee

hereby subleases Action's rights and obligations in the Action Master Equipment

Lease from Action, on the terms and conditions herein set forth.



                  (b) BY GORACING. goracing hereby subleases its rights and

obligations in the goracing Master Equipment Lease to Sublessee, and Sublessee

hereby subleases goracing's rights and obligations in the goracing Master

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