Administrative Services Agreement between Global Entertainment and Crager



 EXHIBIT 10.9 
  
 ADMINISTRATIVE SERVICES AGREEMENT 
  
 THIS ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into as of June 13, 2003, between
Global Entertainment Corporation, a Nevada corporation (“Global”) and Cragar Industries, Inc., a Delaware corporation (“Company”). 
  
 RECITALS 
  
 A. On even date herewith, Global and the Company have executed an Agreement and Plan of Merger and Reorganization (the “Reorganization
Agreement”) providing for Company to become a wholly-owned subsidiary of Global. 
  
 B. Global has agreed with Company to provide certain services as set forth in this Agreement pending the Closing of the transactions contemplated by the Reorganization Agreement on the terms and subject to the
conditions set forth herein. 
  
 NOW, THEREFORE, in consideration
of the mutual promises and covenants herein contained and for other good and valuable consideration, received to the full satisfaction of each of them, the parties hereto, intending to be legally bound hereby, agree as follows: 
  
 AGREEMENTS 
  
 1. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the Reorganization Agreement. 
  
 2. Services. Global shall, or cause one or more of its affiliates to, provide services to Company as set forth on Exhibit A hereto (the “Services”). 
  
 3. Costs. 
  
 (a) Any out-of-pocket costs and expenses incurred by Global in connection
with the performance of the Services shall be billed by Global and paid by Company on a monthly basis. Any out-of-pocket costs and expenses in excess of Five Hundred Dollars ($500.00) that are outside of the normal course of business, must be
pre-approved by Company. 
  
 (b) Company shall pay Global the
monthly fees identified in Exhibit B for the Services. 
  
 4. Termination. This Agreement will terminate upon the earlier to occur of (i) such date and time as the Reorganization Agreement shall have been terminated pursuant to Article 8 thereof, (ii) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the Reorganization Agreement, (iii) thirty (30) days following the receipt by Company of notice from Global that it desires to terminate this Agreement.or (iv) within five (5) business
days following the receipt by Global of notice from Company that it desires to terminate this Agreement. 
  









 5. Relationship of the Parties. In all matters relating to this Agreement, each party shall be
solely responsible for the acts of its employees, and employees of one party shall not be considered employees of the other party. Except as otherwise provided in this Agreement, no party shall have any right, power or authority to create any
obligation, express or implied, on behalf of the other party. 
  
 6. Confidentiality. All of the parties to this Agreement shall take all reasonable steps and do all things reasonably necessary to ensure that information relating to such party’s customers and business shall not be disclosed or
made use of by the receiving party except for the purposes of this Agreement. This restriction shall not apply, however, to the following information: 
  
 (a) which was publicly disclosed or otherwise made widely available other than through the fault of the receiving party or an affiliate; 
  
 (b) which was obtained by the receiving party from sources other than the
disclosing party or a party obligated to refrain from disclosing such information; 
  
 (c) which was independently developed by the receiving party without the use of any information of the disclosing party or any affiliate of the disclosing party; or 
  
 (d) which is required by law to be disclosed (provided that prior to
disclosing such information, the receiving party shall, if permitted by law, provide to the disclosing party reasonable notice and an opportunity to challenge the disclosure before appropriate authorities). 
  
 7. Remedies. Except in the case of fraud, Company’s sole and
exclusive remedy for the breach of this Agreement or the performance or non-performance of the Services by Global hereunder shall be to terminate this Agreement as provided in Section 4. 
  
 9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Arizona applicable to contracts executed in and to be performed entirely within that state. 
  
 10. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; but this Agreement may not be assigned by either party without
the prior written consent of the other party. 
  
 11.
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by
cable, telecopy, telegram, or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in
accordance with this Section 11): 
  
 if to
Global: 
  
 Global Entertainment Corporation

  

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 5111 N. Scottsdale Road, Suite 108 
 Scottsdale, Arizona 85250 
 Attention: Rick KozubackTelecopy No.: (480) 949-8600 extension 103 
 with a copy to:

  
 Snell & Wilmer L.L.P. 
 One Arizona Center 
 400 East Van Buren 
 Phoenix, Arizona 85004-2202 
 Telecopy: (602) 382-6070 
 Attention: Steven Pidgeon 
  
 if to Company: 
  
 Cragar Industries, Inc. 
 4620 East Arcadia Lane 
 Phoenix, Arizona 85018 
 Attention: Michael Hartzmark 
 Telecopy No.: (480) 596-6483 
  
 with a copy to: 
  
 Greenberg Traurig, LLP 
 2375 E. Camelback Road, Suite 700 
 Phoenix, Arizona 85016 
 Attention: Robert Kant 
 Telecopy No.: (602) 445-8100 
  
 12. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of
which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 
  
 13. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by Global and Company. 
  
 14. Waiver. A failure of any party to insist in any instance upon the
strict and punctual performance of any provision of this Agreement shall not constitute a continuing waiver of such provision. No party shall be deemed to have waived any right, power or privilege under this Agreement unless the waiver is in writing
and duly executed by the party to be charged with the waiver, and the waiver shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the waiving party or the obligations of the other parties in
any other respect or at any other time. 
  
 15. Headings.
The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

  

	GLOBAL:
	
	GLOBAL ENTERTAINMENT CORPORATION, a Nevada corporation
		
	By:	 	  


		
	 Name:
	 	  


		
	 Title:
	 	  




  

	COMPANY:
	
	CRAGAR INDUSTRIES, INC., a Delaware corporation
		
	By:	 	  


		
	 Name:
	 	  


		
	 Title:
	 	  




  

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 EXHIBIT A 
  

SERVICES 
  

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 EXHIBIT B 
  

MONTHLY FEES 
  

	 Services

	  	Monthly Fee


	 Described in EXHIBIT A
	  	$	4,000.00

  

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