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                                                                   Exhibit  4.9



                       REPRESENTATIVE'S WARRANT AGREEMENT


         THIS REPRESENTATIVE'S WARRANT AGREEMENT (the "Agreement"), dated as of
December 18, 1996, is made and entered into by and between CRAGAR INDUSTRIES,
INC., a Delaware corporation (the "Company"), and DICKINSON & CO. (together with
its successors and assigns, the "Warrantholder").

         The Company agrees to issue and sell, and the Warrantholder agrees to
purchase, for the price of $85.00, warrants, as hereinafter described (the
"Warrants"), to purchase (i) up to 85,000 (subject to adjustment pursuant to
Section 8 hereof) shares (the "Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock") and (ii) up to 85,000 Common Stock Purchase Warrants
(the "Common Stock Warrants"), each such Common Stock Warrant being exercisable
to purchase one share of Common Stock, in connection with a public offering (the
"Offering") by the Company of up to 850,000 shares of Common Stock and up to
850,000 Common Stock Purchase Warrants pursuant to an underwriting agreement
(the "Underwriting Agreement"), dated as of December 18, 1996, among the Company
and the Warrantholder, as Representative of the several underwriters, as
contemplated by the prospectus of the Company dated December 18, 1996 (the
"Final Prospectus"). (The Common Stock Warrants underlying the Warrants are
hereinafter referred to as the "Underlying Warrants." The shares of Common Stock
purchasable upon exercise of the Warrants and the Underlying Warrants are
hereinafter referred to as the "Underlying Warrant Stock.") The purchase and
sale of the Warrants shall occur upon completion of the Offering, and be subject
to the conditions to the Representative's obligations to purchase Shares of
Common Stock and Common Stock Warrants thereunder. The Underlying Warrants shall
be subject to all of the terms and conditions of the warrant agreement, dated as
of December 18, 1996, between the Company and American Stock Transfer & Trust
Company, as Warrant Agent (the "Warrant Agreement").

         In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective rights and obligations
thereunder, the Company and the Warrantholder, for value received, hereby agree
as follows:

         Section 1.    TRANSFERABILITY AND FORM OF WARRANTS.

                  1.1. REGISTRATION. The Warrants shall be numbered and shall be
registered on the books of the Company when issued.

                  1.2. TRANSFER. The Warrants may not be sold, transferred,
assigned, pledged or hypothecated by the Warrantholder or any other person,
except in accordance with and subject to applicable securities laws, (i) to any
member of the National Association of Security Dealers, Inc. participating in
the offering as underwriter or as a member of the Selling Group to which the


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Final Prospectus relates and bona fide officers and partners thereof, or (ii) by
operation of law or by reason of the reorganization of the Company or (iii)
after December 18, 1997 to any person that agrees to exercise the Warrants so
acquired immediately upon acquisition thereof. All Warrant certificates shall
bear an appropriate legend describing the foregoing restriction and stating the
time period for which the restriction is operative.

         The Warrants shall be transferable only on the books of the Company
maintained at its principal office in Phoenix, Arizona or wherever its principal
office may then be located, upon delivery thereof duly endorsed by the
Warrantholder or by its duly authorized attorney or representative, accompanied
by proper evidence of succession, assignment, or authority to transfer. Upon any
registration of transfer, the Company shall execute and deliver new Warrants to
the person entitled thereto.

                  1.3 FORM OF WARRANTS. The text of the Warrants and of the form
of election to purchase Shares and Underlying Warrants shall be substantially as
set forth in Exhibit A attached hereto. The number of shares of Common Stock
issuable upon exercise of the Warrants is subject to adjustment upon the
occurrence of certain events, all as hereinafter provided. The Warrants shall be
executed on behalf of the Company by its Chairman of the Board, Chief Executive
Officer, President, or by a Vice President, and attested to by its Secretary or
an Assistant Secretary.

                  A Warrant bearing the signature of an individual who was at
the time of execution thereof the proper officer of the Company shall bind the
Company, notwithstanding that such individual shall have ceased to hold such
office prior to the delivery of such Warrant or did not hold such office on the
date of this Agreement.

                  The Warrants shall be dated as of the date of signature
thereof by the Company either upon initial issuance or upon division, exchange,
substitution, or transfer.

         Section 2.    EXCHANGE OF WARRANT CERTIFICATE. Any Warrant certificate
may be exchanged for another certificate or certificates entitling the
Warrantholder to purchase a like aggregate number of Shares and Underlying
Warrants as the certificate or certificates surrendered then entitled such
Warrantholder to purchase. Any Warrantholder desiring to exchange a Warrant
certificate shall make such request in writing delivered to the Company, and
shall surrender, properly endorsed, with signatures guaranteed, the certificate
evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute
and deliver to the person entitled thereto a new Warrant certificate as so
requested.

         Section 3.    TERM OF WARRANTS; EXERCISE OF WARRANTS. Subject to the
terms of this Agreement, the Warrantholder shall have the right, at any time
during the period commencing at 9:00 A.M. Arizona Time, on the date one year
from the date of the Final Prospectus, and ending at 5:00 P.M., Arizona Time, on
the date immediately preceding the date five years from the date


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of the Final Prospectus (the "Termination Date"), to purchase from the Company
up to the number of fully paid and nonassessable shares and Underlying Warrants
to which the Warrantholder may at the time be entitled to purchase pursuant to
this Agreement, upon surrender to the Company, at its principal office, of the
certificate evidencing the Warrants to be exercised, together with the purchase
form on the reverse thereof duly filled in and signed, with signatures
guaranteed, and upon payment to the Company of the Warrant Price (as defined in
and determined in accordance with the provisions of Sections 7 and 8 hereof),
for the number of Shares and Underlying Warrants in respect of which such
Warrants are then exercised, but in no event for less than 100 Shares and 100
Underlying Warrants (unless less than an aggregate of 100 Shares and 100
Underlying Warrants are then purchasable under all outstanding Warrants held by
a Warrantholder). Each Warrant may be exercised only for an equal number of
Shares and Underlying Warrants. Payment of the aggregate Warrant Price shall be
made in cash or by check. No Underlying Warrant may be exercised by the
Warrantholder after 5:00 p.m., Arizona Time, on the date immediately preceding
the Termination Date. The exercise price of the Underlying Warrants shall be
$6.60, subject to adjustment as is provided in Section 9 of the Warrant
Agreement.

         Upon surrender of the Warrants and payment of the Warrant Price, the
Company shall issue and cause to be delivered with all reasonable dispatch to or
upon the written order of the Warrantholder and in such name or names as the
Warrantholder may designate a certificate or certificates for the number of full
Shares and Underlying Warrants so purchased upon the exercise of the Warrant,
together with cash, as provided in Section 9 hereof, in respect of any
fractional Shares otherwise issuable upon surrender; provided, however, that the
right of the Warrantholder to designate a person other than the Warrantholder as
the recipient of Shares or Underlying Warrants receivable upon the exercise of
the Warrants shall be subject to the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the Securities and Exchange Commission
thereunder. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of record of such securities as of the date of surrender of the
Warrants and payment of the Warrant Price, notwithstanding that the certificate
or certificates representing such securities shall not actually have been
delivered or that the stock and Underlying Warrant transfer books of the Company
shall then be closed. The Warrants shall be exercisable, at the election of the
Warrantholder, either in full or from time to time in part and, in the event
that a certificate evidencing the Warrants is exercised in respect of less than
all of the Shares and Underlying Warrants specified therein at any time prior to
the Termination Date, a new certificate evidencing the remaining portion of the
Warrants will be issued by the Company.

         Section 4.    PAYMENT OF TAXES. The Company will pay all documentary
stamp taxes, if any, attributable to the initial issuance of the Warrants,
Shares, and Underlying Warrants, and the securities and Shares issuable upon
exercise thereof; provided, however, the Company shall not be required to pay
any tax which may be payable in respect of any secondary transfer of the
Warrants, the Shares, and Underlying Warrants.


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         Section 5.    MUTILATED OR MISSING WARRANTS. In case the certificate or
certificates evidencing the Warrants shall be mutilated, lost, stolen, or
destroyed, the Company shall, at the request of the Warrantholder, issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
certificate or certificates, or in lieu of and substitution for the certificate
or certificates lost, stolen, or destroyed, a new Warrant certificate or
certificates of like tenor and representing an equivalent right or interest, but
only upon receipt of evidence satisfactory to the Company of such loss, theft,
or destruction of such Warrant and a bond of indemnity, if requested, also
satisfactory in form and amount at the applicant's cost. Applicants for such
substitute Warrant certificate shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

         Section 6.    RESERVATION OF SHARES. There has been reserved, and the
Company shall at all times keep reserved so long as the Warrants remain
outstanding, out of its authorized Common Stock, such number of shares of Common
Stock as shall be subject to purchase under the Warrants (including such number
of shares of Underlying Warrant Stock subject to purchase upon exercise of the
Underlying Warrants). Every transfer agent for the Common Stock and other
securities of the Company issuable upon the exercise of the Warrants will be
irrevocably authorized and directed at all times to reserve such number of
authorized shares and other securities as shall be requisite for such purpose.
The Company will keep a copy of this Agreement and the Warrant Agreement on file
with every transfer agent for the Common Stock and other securities of the
Company issuable upon the exercise of the Warrants. The Company will supply
every such transfer agent with duly executed stock and other certificates, as
appropriate, for such purpose and will provide or otherwise make available any
cash which may be payable as provided in Section 9 hereof.

         Section 7.    WARRANT PRICE. The price (the "Warrant Price") at which
Shares and Underlying Warrants shall be purchasable upon the exercise of the
Warrants shall be $7.50 per Share and $.125 per Underlying Warrant, subject to
adjustment as provided in Section 8.

         Section 8.    ADJUSTMENT OF NUMBER OF SHARES. The number and kind of
securities purchasable upon the exercise of the Warrants and the Warrant Price
shall be subject to adjustment from time to time upon the happening of certain
events, as follows:

                  8.1.     ADJUSTMENTS. The number of Shares purchasable upon
the exercise of the Warrants shall be subject to adjustment as follows:

                           (a) In case the Company shall (i) pay a dividend in
Common Stock or make a distribution in Common Stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by reclassification of
its Common Stock other securities of the Company, the number of shares
purchasable upon exercise of the Warrants immediately prior thereto shall be
adjusted so that the


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Warrantholder shall be entitled to receive the kind and number of shares or
other securities of the Company which it would have owned or would have been
entitled to receive immediately after the happening of any of the events
described above, had the Warrants been exercised immediately prior to the
happening of such event or any record date with respect thereto. Any adjustment
made pursuant to this subsection 8.1(a) shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for
such event.

                           (b) In case the Company shall distribute to all or
substantially all holders of its Common Stock evidences of its indebtedness or
assets (excluding cash dividends or distributions out of earnings) or rights,
options, warrants, or convertible securities containing the right to subscribe
for or purchase Common Stock, then the Company shall reserve, and the
Warrantholder shall be entitled to receive upon the exercise of such Warrant,
for each Share issuable upon exercise of such Warrant, the amount of
indebtedness or assets or the number of rights, options, warrants, or
convertible securities that such Warrantholder would have received had the
Warrantholder been the holder of such Share on the record date established by
the Company for the determination of holders of Common Stock entitled to receive
such distribution, or, if no such record date shall have been established, then
on the date of such distribution. Notwithstanding the above, in the event that
any of the provisions of this subsection 8.1(b) do not comply with the Conduct
Rules of the National Association of Securities Dealers, as such rules exist on
the date of this Agreement (the "Conduct Rules"), then such provisions shall be
deemed to be null and void, but only to the extent that such provisions do not
comply with the Conduct Rules, in which case the Warrantholder will be entitled
to receive the maximum amount of indebtedness or assets of the Company and/or
that number of rights, options, warrants, or convertible securities that the
Warrantholder may receive without violating the Conduct Rules.

                           (c) No adjustment in the number of shares purchasable
pursuant to the Warrants shall be required unless such adjustment would require
an increase or decrease of at least one percent in the number of shares then
purchasable upon the exercise of the Warrants or, if the Warrants are not then
exercisable, the number of shares purchasable upon the exercise of the Warrants
on the first date thereafter that the Warrants become exercisable; provided,
however, that any adjustments which by reason of this subsection 8.1(c) are not
required to be made immediately shall be carried forward and taken into account
in any subsequent adjustment.

                           (d) Whenever the number of shares purchasable upon
the exercise of the Warrant is adjusted, as herein provided, the Warrant Price
for shares payable upon exercise of the Warrant shall be adjusted by multiplying
such Warrant Price immediately prior to such adjustment by a fraction, of which
the numerator shall be the number of shares purchasable upon the exercise of the
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of shares so purchasable immediately thereafter.

                           (e) Whenever the number of shares purchasable upon
the exercise of the Warrants is adjusted as herein provided, the Company shall
cause to be promptly mailed to the


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Warrantholder by first class mail, postage prepaid, notice of such adjustment
and a certificate of the chief financial officer of the Company setting forth
the number of shares purchasable upon the exercise of the Warrants after such
adjustment, a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.

                           (f) For the purpose of this subsection 8.1, the term
"Common Stock" shall mean (i) the class of stock designated as the Common Stock
of the Company at the date of this Agreement, or (ii) any other class of stock
resulting from successive changes or reclassifications of such Common Stock
consisting solely of changes in par value, or from par value to no par value, or
from no par value to par value. In the event that at any time, as a result of an
adjustment made pursuant to this Section 8, the Warrantholder shall become
entitled to purchase any securities of the Company other than Shares and
Underlying Warrants, thereafter the number of such other securities so
purchasable upon exercise of the Warrants shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Shares contained in this Section 8.

                  8.2.     NO ADJUSTMENT FOR DIVIDENDS. Except as provided in
subsection 8.1, no adjustment in respect of any dividends or distributions out
of earnings shall be made during the term of the Warrants or upon the exercise
of the Warrants.

                  8.3.     NO ADJUSTMENT IN CERTAIN CASES. No adjustments shall
be made pursuant to Section 8 hereof in connection with the issuance of Shares,
Underlying Warrants or Underlying Warrant Stock sold as part of the public sale
and issuance of shares of Common Stock and Common Stock Warrants pursuant to the
Underwriting Agreement or the issuance of Shares, Underlying Warrants or
Underlying Warrant Stock upon exercise of the Warrants.

                  8.4.     PRESERVATION OF PURCHASE RIGHTS UPON
RECLASSIFICATION, CONSOLIDATION, ETC. In case of any consolidation of the
Company with or merger of the Company into another corporation or in case of any
sale or conveyance to another corporation of the property, assets or business of
the Company as an entirety or substantially as an entirety, the Company or such
successor or purchasing corporation, as the case may be, shall execute with the
Warrantholder an agreement that the Warrantholder shall have the right
thereafter upon payment of the Warrant Price in effect immediately prior to such
action to purchase, upon exercise of the Warrants, the kind and amount of shares
and other securities and property which it would have owned or have been
entitled to receive after the happening of such consolidation, merger, sale or
conveyance had the Warrants (and each underlying security) been exercised
immediately prior to such action. In the event of a merger described in Section
368(a)(2)(E) of the Internal Revenue Code of 1954, as amended, in which the
Company is the surviving corporation, the right to purchase Shares and
Underlying Warrants under the Warrants shall terminate on the date of such
merger and thereupon the Warrants shall become null and void, but only if the
controlling corporation shall agree to substitute for the Warrants its warrant
which entitles the holder thereof to purchase upon its exercise the kind and
amount of shares and other securities and property which it would have


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owned or been entitled to receive had the Warrants been exercised immediately
prior to such merger. Any such agreements referred to in this subsection 8.4
shall provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 8 hereof. The provisions
of this subsection 8.4 shall similarly apply to successive consolidations,
mergers, sales, or conveyances.

                  8.5.     PAR VALUE OF SHARES OF COMMON STOCK. Before taking
any action that would cause an adjustment effectively reducing the portion of
the Warrant Price allocable to each Share below the then par value per share of
the Common Stock issuable upon exercise of the Warrants, the Company will take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Common Stock upon exercise of the Warrants.

                  8.6.     INDEPENDENT PUBLIC ACCOUNTANTS. The Company may
retain a firm of independent public accountants of recognized national standing
(which may be any such firm regularly employed by the Company) to make any
computation required under this Section 8, and a certificate signed by such firm
shall be conclusive evidence of the correctness of any computation made under
this Section 8.

                  8.7.     STATEMENT ON WARRANT CERTIFICATES. Irrespective of
any adjustments in the number of securities issuable upon exercise of Warrants,
Warrant certificates theretofore or thereafter issued may continue to express
the same number of securities as are stated in the similar Warrant certificates
initially issuable pursuant to this Agreement. However, the Company may, at any
time in its sole discretion (which shall be conclusive), make any change in the
form of Warrant certificate that it may deem appropriate and that does not
affect the substance thereof; and any Warrant certificate thereafter issued,
whether upon registration of transfer of, or in exchange or substitution for, an
outstanding Warrant certificate, may be in the form so changed.

         Section 9.    FRACTIONAL INTERESTS. The Company is not required to
issue fractional shares of Common Stock on the exercise of a Warrant. If any
fraction of a share of Common Stock would, except for the provisions of this
Section 10, be issuable on the exercise of a Warrant (or specified portion
thereof), the Company will in lieu thereof pay an amount in cash equal to the
then Current Market Price multiplied by such fraction. For purposes of this
Agreement, the term "Current Market Price" means (i) if the Common Stock is
traded in the over-the-counter market and is not listed for quotation on the
Nasdaq National Market or the Nasdaq SmallCap Market nor on any national
securities exchange, the average of the per share closing bid prices of the
Common Stock on the 30 consecutive trading days immediately preceding the date
in question, as reported by Nasdaq or an equivalent generally accepted reporting
service, or (ii) if the Common Stock is listed for quotation on the Nasdaq
National Market or the Nasdaq SmallCap Market or on a national securities
exchange, the average for the 30 consecutive trading days immediately preceding
the date in question of the daily per share closing prices of the Common Stock
as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the
principal stock


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exchange on which it is listed, as the case may be, whichever is the higher. For
purposes of clause (i) above, if trading in the Common Stock is not reported by
Nasdaq, the bid price referred to in said clause shall be the lowest bid price
as reported on the OTC Bulletin Board or in the "pink sheets" published by
National Quotation Bureau, Incorporated. The closing price referred to in clause
(ii) above shall be the last reported sale price or, in case no such reported
sale takes place on such day, the average of the reported closing bid and asked
prices, in either case as quoted by the Nasdaq National Market or the Nasdaq
SmallCap Market or on the national securities exchange on which the Common Stock
is then listed.

         Section 10.   NO RIGHTS AS STOCKHOLDER; NOTICES TO WARRANTHOLDER.
Nothing contained in this Agreement or in the Warrants shall be construed as
conferring upon the Warrantholder or its transferees any rights as a stockholder
of the Company, including the right to vote, receive dividends, consent or
receive notices as a stockholder in respect of any meeting of stockholders for
the election of directors of the Company or any other matter. If, however, at
any time prior to the expiration of the Warrants and prior to their exercise,
any one or more of the following events shall occur:

                  (a) any action which would require an adjustment pursuant to
         Section 8.1 or 8.4; or

                  (b) a dissolution, liquidation, or winding up of the Company
         (other than in connection with a consolidation, merger, or sale of its
         property, assets and business as an entirety or substantially as an
         entirety) shall be proposed;

then the Company shall give notice in writing of such event to the
Warrantholder, as provided in Section 14 hereof, at least 20 days, unless such
period is impracticable, prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders entitled to
any relevant dividend, distribution, subscription rights, or other rights or for
the determination of stockholders entitled to vote on such proposed dissolution,
liquidation, or winding up. Such notice shall specify such record date or the
date of closing the transfer books, as the case may be. Failure to mail or
receive such notice or any defect therein shall not affect the validity of any
action taken with respect thereto. If the Company has not disclosed publicly the
event set forth in such notice, and this fact is clearly indicated on such
notice, the Warrantholder shall maintain such information in confidence until so
disclosed.

         Section 11.   RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS; LEGEND ON
 SHARES.

                  (a) The Warrantholder agrees that prior to making any
disposition of the Warrants, the Shares, the Underlying Warrants, or the
Underlying Warrant Stock other than to persons or entities identified in clauses
(i) through (iii), inclusive, of Section 1.2, the Warrantholder shall give
written notice to the Company describing briefly the manner in which any such
proposed disposition is to be made and containing such other information as may


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reasonably be requested by the Company to evaluate the applicability of federal
and state securities laws to such disposition; and no such disposition shall be
made if the Company has notified the Warrantholder that in the opinion of
counsel reasonably satisfactory to the Warrantholder a registration statement or
other notification or post-effective amendment thereto (hereinafter collectively
a "Registration Statement") under the Act is required with respect to such
disposition and no such Registration Statement has been filed by the Company
with, and declared effective, if necessary, by, the Securities and Exchange
Commission (the "Commission") or that such disposition is otherwise prohibited
by state securities or blue sky laws.

                  (b) The Company shall be obligated to the owners of the
Warrants, the Shares, the Underlying Warrants and the Underlying Warrant Stock
to file a Registration Statement as follows:

                           (i) Whenever during the four-year period beginning on
the date one year from the date of the Final Prospectus and ending on the date
immediately preceding the date five years from the date of the Final Prospectus,
the Company proposes to file with the Commission a Registration Statement (other
than as to securities issued pursuant to an employee benefit plan or as to a
transaction subject to Rule 145 promulgated under the Act), it shall, at least
30 days prior to each such filing, give written notice of such proposed filing
to the Warrantholder and each holder of Shares, Underlying Warrants, and the
Underlying Warrant Stock, at their respective addresses as they appear on the
records of the Company, and shall offer to include and shall include in such
filing any proposed disposition of the Shares, the Underlying Warrants, and the
Underlying Warrant Stock upon receipt by the Company, not less than 10 days
prior to the proposed filing date, of a request therefor setting forth the facts
with respect to such proposed disposition and all other information with respect
to such person reasonably necessary to be included in such Registration
Statement. In the event that the managing underwriter for said offering advises
the Company in writing that the inclusion of such securities in the offering
would be detrimental to the offering, such securities shall nevertheless be
included in the Registration Statement, provided that the Warrantholder and each
holder of Shares, Underlying Warrants, and the Underlying Warrant Stock desiring
to have such securities included in the Registration Statement agrees in
writing, for a period of 90 days following such offering, not to sell or
otherwise dispose of such securities pursuant to such Registration Statement,
which Registration Statement the Company shall keep effective for a period of at
least nine months following the expiration of such 90-day period.

                           (ii) In addition to any Registration Statement
pursuant to Section 11(b)(i) above, during the four-year period beginning on the
date one year from the date of the Final Prospectus and ending on the date
immediately preceding the date five years from the date of the Final Prospectus
the Company will, as promptly as practicable (but in any event within 60 days),
after written request by Dickinson & Co., or by a person or persons holding (or
having the right to acquire by virtue of holding the Warrants or Underlying
Warrants) at least 50% of the shares of Common Stock which have been (or may be)
issued upon exercise of the Warrants and


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<PAGE>   10
Underlying Warrants, prepare and file at its own expense a Registration
Statement with the Commission and appropriate Blue Sky authorities, or amend an
existing Registration Statement, sufficient to permit the public offering of the
Shares, the Underlying Warrants, and the Underlying Warrant Stock, and will use
its reasonable best efforts at its own expense through its officers, directors,
auditors and counsel, in all matters necessary or advisable, to cause such
Registration Statement to become effective as promptly as practicable; provided,
however, that the Company shall only be obligated to file one such Registration
Statement under this Section 11(b)(ii).

                  (c) All fees, disbursements and out-of-pocket expenses (other
than Warrantholders' brokerage fees and commissions and legal fees of counsel to
the Warrantholder, if any) in connection with the filing of any Registration
Statement under Section 11(b) and in complying with applicable securities and
Blue Sky laws shall be borne by the Company. The Company at its expense will
supply any Warrantholder and any holder of Shares, Underlying Warrants, or
Underlying Warrant Stock with copies of such Registration Statement and the
prospectus included therein and other related documents in such quantities as
may be reasonably requested by the Warrantholder or holder of Shares, Underlying
Warrants, or Underlying Warrant Stock.

                  (d) If the Warrantholder shall be entitled to registration of
any Shares, Underlying Warrants, or Underlying Warrant Stock as provided in this
Section 11 and so requests, in lieu of such registration, the Company shall have
the right, for a period of 30 days following such request, to purchase or cause
to be purchased all of the securities to which such request for registration
pertains, at the Current Market Price (as defined in Section 9) less the
exercise price, if any, of the Warrants or Underlying Warrants, as the case may
be.

                  (e) The Company shall not be required by this Section 11 to
file such Registration Statement if, in the opinion of counsel for the
Warrantholders and holders of Shares, Underlying Warrants, and the Underlying
Warrant Stock and the Company (or, should they not agree, in the opinion of
another counsel experienced in securities law matters acceptable to counsel for
such holders and the Company), the proposed public offering or other transfer as
to which such Registration Statement is requested is exempt from applicable
federal and state securities laws and would result in all purchasers or
transferees obtaining securities which are not "restricted securities," as
defined in Rule 144 under the Act.

                  (f) The provisions of this Section 11 and Section 12 hereof
shall apply to the extent as provided herein if the Company chooses to file an
Offering Statement under Regulation A promulgated under the Act.

                  (g) The Company agrees that until all Shares, Underlying
Warrants, and the Underlying Warrant Stock have been sold under a Registration
Statement or pursuant to Rule 144 under the Act, it will use reasonable best
efforts to keep current in filing all materials required to


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be filed with the Commission in order to permit the holders of such securities
to sell the same under Rule 144.

                  (h) Each certificate for Warrants, Shares, Underlying
Warrants, and shares of Underlying Warrant Stock shall bear the following
legend, unless, at the time of exercise or transfer or exchange, as the case may
be, such securities are subject to a currently effective Registration Statement
under the Act or unless, in the opinion of the Company's counsel, or, at the
sole option of the certificate holder in the opinion of counsel reasonably
acceptable to the Company, the securities represented thereby need no longer be
subject to such restrictions:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
         APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD OR
         OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE
         BECOME EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL
         REASONABLY ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES
         ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN
         CONNECTION WITH A PROPOSED SALE OR TRANSFER.

         Section 12.  INDEMNIFICATION.

                  (a) In the event of the filing of any Registration Statement
with respect to the Warrants, the Shares, the Underlying Warrants, or the
Underlying Warrant Stock pursuant to Section 11 hereof, the Company agrees to
indemnify and hold harmless the Warrantholder or any holder of such Shares, the
Underlying Warrants, or the Underlying Warrant Stock and each person, if any,
who controls the Warrantholder or any holder of such Shares, the Underlying
Warrants, or the Underlying Warrant Stock, within the meaning of the Act,
against any losses, claims, damages or liabilities, joint or several (which
shall, for all purposes of this Agreement, include, but not be limited to, all
costs of defense and investigation and all attorneys' fees), to which the
Warrantholder or any holder of such Shares, the Underlying Warrants, or the
Underlying Warrant Stock or such controlling person may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any such
Registration Statement, or any related preliminary prospectus, final prospectus,
or amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be


                                       11

<PAGE>   12
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus or amendment or supplement thereto in
reliance upon, and in conformity with, written information furnished to the
Company by such Warrantholder or the holder of such Shares, Underlying Warrants,
or the Underlying Warrant Stock specifically for use in the preparation thereof.
This indemnity will be in addition to any liability which the Company may
otherwise have.

                  (b) The Warrantholder and the holders of the Shares,
Underlying Warrants, or the Underlying Warrant Stock agree that they will
indemnify and hold harmless the Company, each other person referred to in
subparts (1), (2) and (3) of Section 11(a) of the Act in respect of the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities
(which shall, for all purposes of this Agreement, include but not be limited to,
all costs of defense and investigation and all attorneys' fees) to which the
Company or any such director, officer or controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
such Registration Statement, or any related preliminary prospectus, final
prospectus or amendment or supplement thereto, or arise out of or are based upon
the omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such Registration
Statement, preliminary prospectus, final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information furnished
to the Company by the Warrantholder or such holder of Shares, Underlying
Warrants, or the Underlying Warrant Stock specifically for use in the
preparation thereof. This indemnity agreement will be in addition to any
liability which the Warrantholder or such holder of Shares or Underlying
Warrants or Underlying Warrant Stock may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 12 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 12, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
the indemnifying party from any liability which it may have to any indemnified
party otherwise than as to the particular item as to which indemnification is
then being sought solely pursuant to this Section 12. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, reasonably assume the defense thereof, subject to the
provisions herein stated, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense hereof, the
indemnifying party will not be liable to such indemnified party under this
Section 12 for any legal or other expenses subsequently incurred by such
indemnified


                                       12

<PAGE>   13
party in connection with the defense thereof other than reasonable costs of
investigation, unless the indemnifying party shall not pursue the action to its
final conclusion. The indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall not be at the expense of the
indemnifying party if the indemnifying party has assumed the defense of the
action with counsel reasonably satisfactory to the indemnified party; provided
that if the indemnified party is a Warrantholder or a holder of Shares,
Underlying Warrants, or Underlying Warrant Stock or a person who controls a
Warrantholder or a holder of Shares, Underlying Warrants, or Underlying Warrant
Stock within the meaning of the Act, the fees and expenses of such counsel shall
be at the expense of the indemnifying party if (i) the employment of such
counsel has been specifically authorized in writing by the indemnifying party or
(ii) the named parties to any such action, including any impleaded parties,
include both a Warrantholder or a holder of Shares, Underlying Warrants, or
Underlying Warrant Stock or such controlling person and the indemnifying party
and a Warrantholder or a holder of Shares, Underlying Warrants, or Underlying
Warrant Stock or such controlling person shall have been advised by such counsel
that there may be one or more legal defenses available to a Warrantholder or a
holder of Shares, Underlying Warrants, or Underlying Warrant Stock or
controlling person which are not available to or in conflict with any legal
defenses which may be available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of a Warrantholder or a holder of Shares, Underlying Warrants, or
Underlying Warrant Stock or such controlling person, it being understood,
however, that the indemnifying party shall not, in connection with any one such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys for the Warrantholder, the holders of the Shares, Underlying Warrants,
and Underlying Warrant Stock and controlling persons, which firm shall be
designated in writing by a majority in interest of such holders and controlling
persons based upon the value of the securities included in the Registration
Statement). No settlement of any action against an indemnified party shall be
made without the consent of the indemnified and the indemnifying parties, which
shall not be unreasonably withheld in light of all factors of importance to such
parties.

         Section 13. CONTRIBUTION. In order to provide for just and equitable
contribution under the Act in any case in which (i) a Warrantholder or any
holder of the Shares, Underlying Warrants, or Underlying Warrant Stock or
controlling person makes a claim for indemnification pursuant to Section 12
hereof but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that the express provisions of
Section 12 hereof provide for indemnification in such case or (ii) contribution
under the Act may be required on the part of any Warrantholder or any holder of
the Shares, Underlying Warrants, or Underlying Warrant Stock or controlling
person, then the Company and any Warrantholder or any such holder of the Shares,
Underlying Warrants, or Underlying Warrant Stock or controlling person shall
contribute to the


                                       13

<PAGE>   14
aggregate losses, claims, damages or liabilities to which they may be subject
(which shall, for all purposes of this Agreement, include, but not be limited
to, all costs of defense and investigation and all attorneys' fees), in either
such case (after contribution from others) on the basis of relative fault as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or a Warrantholder or holder of Shares, Underlying Warrants, or Underlying
Warrant Stock or controlling person on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and such holders of such securities and
such controlling persons agree that it would not be just and equitable if
contribution pursuant to this Section 13 were determined by pro rata allocation
or by any other method which does not take account of the equitable
considerations referred to in this Section 13. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this Section 13 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

         Section 14. NOTICES. Any notice pursuant to this Agreement by the
Company or by a Warrantholder, a holder of Shares, Underlying Warrants, or
Underlying Warrant Stock must be in writing and shall be deemed to have been
duly given if delivered (including by overnight delivery service) or mailed by
certified mail, return receipt requested:

                  (a)      If to a Warrantholder, a holder of Shares, Underlying
                           Warrants or Underlying Warrant Stock:

                           Dickinson & Co.
                           2425 East Camelback Road, Suite 725
                           Phoenix, Arizona 85016
                           Attention:  Glenn Cushman

                  (b)      If to the Company:

                           CRAGAR Industries
                           4636 N. 43rd Avenue
                           Phoenix, Arizona 85031
                           Attention:  Michael L. Hartzmark, President

         Each party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other party.


                                       14

<PAGE>   15
         Section 15. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company, the Warrantholder, or the
holders of Shares, Underlying Warrants, or Underlying Warrant Stock shall bind
and inure to the benefit of their respective permitted successors and assigns
hereunder.

         Section 16. MERGER OR CONSOLIDATION OF THE COMPANY. The Company will
not merge or consolidate with or into any other corporation or sell all or
substantially all of its property to another corporation, unless the provisions
of Section 8.4 are complied with.

         Section 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All statements
contained in the Underwriting Agreement or any schedule, exhibit or certificate
delivered thereunder by or on behalf of the parties hereto, shall be deemed to
be representations and warranties hereunder. Notwithstanding any investigations
made by or on behalf of the parties to this Agreement, all representations,
warranties, and agreements made by the parties to this Agreement or pursuant
hereto shall survive.

         Section 18. APPLICABLE LAW. This Agreement shall be deemed to be a
contract made under the laws of the State of Arizona and for all purposes shall
be construed in accordance with the laws of said State.

         Section 19. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company, the
Warrantholder and the holders of Shares, Underlying Warrants, or Underlying
Warrant Stock any legal or equitable right, remedy or claim under this
Agreement. This Agreement shall be for the sole and exclusive benefit of the
Company, the Warrantholder and the holders of Shares, Underlying Warrants and
Underlying Warrant Stock.

         Section 20. AMENDMENT. This Agreement may only be amended by an
affirmative vote of the holders of the Warrants representing a majority of the
Shares and the Underlying Warrants; provided, however, that the provisions of
Sections 11, 12, and 13 hereof may only be amended by an affirmative vote of the
person or persons holding (or having the right to acquire by virtue of holding
the Warrants or Underlying Warrants) a majority of the shares of Common Stock
that have been or may be issued upon exercise of the Warrants or Underlying
Warrants.


                                       15

<PAGE>   16
         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.


                                       CRAGAR INDUSTRIES, INC.
(CORPORATE SEAL)


                                       By /s/ Michael L. Hartzmark
                                          -----------------------------
                                       Name: Michael L. Hartzmark
                                       Title:



ATTEST:


/s/ Michael Miller
------------------------------
Michael Miller
Secretary


                                       DICKINSON & CO.


                                       By /s/ Glenn S. Cushman
                                          ------------------------------
                                       Name: Glenn S. Cushman
                                       Title:



                                       16

<PAGE>   17
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.


                                                  Warrant Certificate, No. _____

                            REPRESENTATIVE'S WARRANT

TO PURCHASE ______ SHARES OF COMMON STOCK AND ____ UNDERLYING
WARRANTS TO PURCHASE AN AGGREGATE OF  ____ SHARES OF COMMON STOCK


                              VOID AFTER 5:00 P.M.,
                ARIZONA TIME, ON [date immediately preceding date
                five years from the date of the Final Prospectus]


                             CRAGAR INDUSTRIES, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


                  This certifies that, for value received, ___________________
____________ , the registered holder hereof or assigns (the "Warrantholder"), is
entitled to purchase from CRAGAR INDUSTRIES, INC., a Delaware corporation (the
"Company"), at any time during the period commencing at 9:00 a.m., Arizona Time,
on [date one year from the date of the Final Prospectus] and before 5:00 p.m.,
Arizona Time, on [date immediately preceding date five years from date of the
Final Prospectus], at the purchase price (the "Warrant Price") of $7.50 per
Share and $0.125 per Underlying Warrant, the number of Shares of Common Stock of
the Company and the number of Underlying Warrants of the Company set forth
above. The number of Shares purchasable upon exercise of each Warrant evidenced
hereby shall be subject to adjustment from time to time as set forth in the
Representative's Warrant Agreement referred to below.


                                        1

<PAGE>   18
                  The Warrants evidenced hereby may be exercised in whole or in
part by presentation of this Warrant certificate with the Purchase Form attached
hereto duly executed (with a signature guarantee as provided thereon) and
simultaneous payment of the Warrant Price at the principal office of the
Company. Payment of such price shall be made at the option of the Warrantholder
in cash or by check.

                  The Warrants evidenced hereby represent a portion of an
aggregate of up to 85,000 Warrants issued under and in accordance with a
Representative's Warrant Agreement, dated as of December 18, 1996, between the
Company and Dickinson & Co. (the "Representative's Warrant Agreement") and are
subject to the terms and provisions contained in the Representative's Warrant
Agreement, to all of which the Warrantholder by acceptance hereof consents.
Capitalized terms used herein and not otherwise defined will have the meanings
given in the Representative's Warrant Agreement.

                  Upon any partial exercise of the Warrants evidenced hereby,
there shall be signed and issued to the Warrantholder a new Warrant certificate
in respect of the number of shares of Common Stock and number of Underlying
Warrants as to which the Warrants evidenced hereby shall not have been
exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant certificate properly endorsed for one or more new
Warrants of the same aggregate number of Shares of Common Stock and number of
Underlying Warrants as are evidenced by the Warrant or Warrants exchanged. No
fractional shares of Common Stock will be issued upon the exercise of rights to
purchase hereunder, but the Company shall pay the cash value of any fraction
upon the exercise of one or more Warrants. These Warrants are transferable at
the office of the Company solely in the manner and subject to the limitations
set forth in the Representative's Warrant Agreement.

                  This Warrant certificate does not entitle any Warrantholder to
any of the rights of a stockholder of the Company.

                                        CRAGAR INDUSTRIES, INC.



                                        By ____________________________

[Seal]

ATTEST:

_________________________
Secretary


                                        2

<PAGE>   19
Dated: _________________


                                        3

<PAGE>   20
                             CRAGAR INDUSTRIES, INC.

                                  PURCHASE FORM

CRAGAR Industries
4636 North 43rd Avenue
Phoenix, Arizona 85018

                  The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Warrant certificate for, and to
purchase thereunder, _________ Shares of Common Stock and an equal number of
Underlying Warrants provided for therein, and requests that certificates for the
shares of Common Stock and the Underlying Warrants be issued in the name of:

______________________________________________________________________________
(Please Print or Type Name, Address and Social Security Number)

______________________________________________________________________________

and, if said number of Shares and Underlying Warrants shall not be all the
Shares and Underlying Warrants purchasable hereunder, that a new Warrant
certificate for the balance of the Shares and Underlying Warrants purchasable
under the within Warrant certificate be registered in the name of the
undersigned Warrantholder or his or her allowable Assignee as below indicated
and delivered to the address stated below.

Dated: ______________

Name of Warrantholder
or Assignee: _______________________________________________________________
                                 (Please Print)

Address: ___________________________________________________________________

Signature: _________________________________________________________________

Note:    The above signature must correspond with the name as written upon the
         face of this Warrant certificate in every particular, without
         alteration or enlargement or any change whatever, unless these Warrants
         have been assigned.

Signature Guaranteed:


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(Banks, Stock Brokers, Savings and Loan Association, and Credit Union) WITH


                                        4

<PAGE>   21
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad-15.


                                        5

<PAGE>   22
                                   ASSIGNMENT

                 (To be signed only upon assignment of Warrants)


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

_______________________________________________________________________________
(Name and Address of Assignee Must Be Printed or Typewritten)

_______________________________________________________________________________
the within Warrants, hereby irrevocably constituting and appointing ___________
Attorney to transfer said Warrants on the books of the Company, with full power
of substitution in the premises.


Dated: __________          ____________________________________________________
                                         Signature of Registered Holder

Note:    The signature on this assignment must correspond with the name as it
         appears upon the face of the within Warrant certificate in every
         particular, without alteration or enlargement or any change whatever.

Signature Guaranteed:


______________________________________________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (Banks, Stock Brokers, Savings and Loan Association, and Credit
Union) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM
PURSUANT TO S.E.C. RULE 17Ad-15.


                                        6

<PAGE>   23
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.


                                                    Warrant Certificate, No. 001

                            REPRESENTATIVE'S WARRANT

TO PURCHASE 17,000 SHARES OF COMMON STOCK AND 17,000 UNDERLYING
WARRANTS TO PURCHASE AN AGGREGATE OF 17,000 SHARES OF COMMON STOCK


                              VOID AFTER 5:00 P.M.,
                       ARIZONA TIME, ON DECEMBER 18, 2001


                             CRAGAR INDUSTRIES, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


         This certifies that, for value received, RAS Securities Corp., the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from CRAGAR INDUSTRIES, INC., a Delaware corporation (the "Company"),
at any time during the period commencing at 9:00 a.m., Arizona Time, on December
19, 1997 and before 5:00 p.m., Arizona Time, on December 18, 2001, at the
purchase price (the "Warrant Price") of $7.50 per Share and $0.125 per
Underlying Warrant, the number of Shares of Common Stock of the Company and the
number of Underlying Warrants of the Company set forth above. The number of
Shares purchasable upon exercise of each Warrant evidenced hereby shall be
subject to adjustment from time to time as set forth in the Representative's
Warrant Agreement referred to below.


<PAGE>   24
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.


                                                    Warrant Certificate, No. 002

                            REPRESENTATIVE'S WARRANT

TO PURCHASE 20,000 SHARES OF COMMON STOCK AND 20,000 UNDERLYING WARRANTS TO
PURCHASE AN AGGREGATE OF 20,000 SHARES OF COMMON STOCK


                              VOID AFTER 5:00 P.M.,
                       ARIZONA TIME, ON DECEMBER 18, 2001


                             CRAGAR INDUSTRIES, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


         This certifies that, for value received, Fahnestock & Co., Inc., the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from CRAGAR INDUSTRIES, INC., a Delaware corporation (the "Company"),
at any time during the period commencing at 9:00 a.m., Arizona Time, on December
19, 1997 and before 5:00 p.m., Arizona Time, on December 18, 2001, at the
purchase price (the "Warrant Price") of $7.50 per Share and $0.125 per
Underlying Warrant, the number of Shares of Common Stock of the Company and the
number of Underlying Warrants of the Company set forth above. The number of
Shares purchasable upon exercise of each Warrant evidenced hereby shall be
subject to adjustment from time to time as set forth in the Representative's
Warrant Agreement referred to below.


<PAGE>   25
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.


                                                    Warrant Certificate, No. 003

                            REPRESENTATIVE'S WARRANT

TO PURCHASE 24,000 SHARES OF COMMON STOCK AND 24,000 UNDERLYING WARRANTS TO
PURCHASE AN AGGREGATE OF 24,000 SHARES OF COMMON STOCK


                              VOID AFTER 5:00 P.M.,
                       ARIZONA TIME, ON DECEMBER 18, 2001


                             CRAGAR INDUSTRIES, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


         This certifies that, for value received, Dickinson & Co., the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from CRAGAR INDUSTRIES, INC., a Delaware corporation (the "Company"),
at any time during the period commencing at 9:00 a.m., Arizona Time, on December
19, 1997 and before 5:00 p.m., Arizona Time, on December 18, 2001, at the
purchase price (the "Warrant Price") of $7.50 per Share and $0.125 per
Underlying Warrant, the number of Shares of Common Stock of the Company and the
number of Underlying Warrants of the Company set forth above. The number of
Shares purchasable upon exercise of each Warrant evidenced hereby shall be
subject to adjustment from time to time as set forth in the Representative's
Warrant Agreement referred to below.


<PAGE>   26
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.


                                                    Warrant Certificate, No. 004

                            REPRESENTATIVE'S WARRANT

TO PURCHASE 8,000 SHARES OF COMMON STOCK AND 8,000 UNDERLYING WARRANTS TO
PURCHASE AN AGGREGATE OF 8,000 SHARES OF COMMON STOCK


                              VOID AFTER 5:00 P.M.,
                       ARIZONA TIME, ON DECEMBER 18, 2001


                             CRAGAR INDUSTRIES, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


         This certifies that, for value received, T. Marshall Swartwood, the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from CRAGAR INDUSTRIES, INC., a Delaware corporation (the "Company"),
at any time during the period commencing at 9:00 a.m., Arizona Time, on December
19, 1997 and before 5:00 p.m., Arizona Time, on December 18, 2001, at the
purchase price (the "Warrant Price") of $7.50 per Share and $0.125 per
Underlying Warrant, the number of Shares of Common Stock of the Company and the
number of Underlying Warrants of the Company set forth above. The number of
Shares purchasable upon exercise of each Warrant evidenced hereby shall be
subject to adjustment from time to time as set forth in the Representative's
Warrant Agreement referred to below.


<PAGE>   27
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.


                                                    Warrant Certificate, No. 005

                            REPRESENTATIVE'S WARRANT

TO PURCHASE 8,000 SHARES OF COMMON STOCK AND 8,000 UNDERLYING WARRANTS TO
PURCHASE AN AGGREGATE OF 8,000 SHARES OF COMMON STOCK


                              VOID AFTER 5:00 P.M.,
                       ARIZONA TIME, ON DECEMBER 18, 2001



                             CRAGAR INDUSTRIES, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


         This certifies that, for value received, Thomas M. Swartwood, the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from CRAGAR INDUSTRIES, INC., a Delaware corporation (the "Company"),
at any time during the period commencing at 9:00 a.m., Arizona Time, on December
19, 1997 and before 5:00 p.m., Arizona Time, on December 18, 2001, at the
purchase price (the "Warrant Price") of $7.50 per Share and $0.125 per
Underlying Warrant, the number of Shares of Common Stock of the Company and the
number of Underlying Warrants of the Company set forth above. The number of
Shares purchasable upon exercise of each Warrant evidenced hereby shall be
subject to adjustment from time to time as set forth in the Representative's
Warrant Agreement referred to below.


<PAGE>   28
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.


                                                    Warrant Certificate, No. 006

                            REPRESENTATIVE'S WARRANT

TO PURCHASE 8,000 SHARES OF COMMON STOCK AND 8,000 UNDERLYING WARRANTS TO
PURCHASE AN AGGREGATE OF 8,000 SHARES OF COMMON STOCK


                              VOID AFTER 5:00 P.M.,
                       ARIZONA TIME, ON DECEMBER 18, 2001


                             CRAGAR INDUSTRIES, INC.

                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE


         This certifies that, for value received, Glenn S. Cushman, the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from CRAGAR INDUSTRIES, INC., a Delaware corporation (the "Company"),
at any time during the period commencing at 9:00 a.m., Arizona Time, on December
19, 1997 and before 5:00 p.m., Arizona Time, on December 18, 2001, at the
purchase price (the "Warrant Price") of $7.50 per Share and $0.125 per
Underlying Warrant, the number of Shares of Common Stock of the Company and the
number of Underlying Warrants of the Company set forth above. The number of
Shares purchasable upon exercise of each Warrant evidenced hereby shall be
subject to adjustment from time to time as set forth in the Representative's
Warrant Agreement referred to below.