EXHIBIT 10.4
                                                                    ------------

                       LICENSING REPRESENTATION AGREEMENT
                       ----------------------------------


         This licensing representation agreement ("Agreement") is made by and
between Cragar Industries, Inc ("CRAGAR"), a corporation organized and existing
under the laws of the State of Delaware with its principal place of business at
7373 N. Scottsdale Road, Suite B-274, Scottsdale, Arizona 85253, and
Trademarketing Resources Inc. ("TRI"), a corporation organized and existing
under the laws of the State of California, with its principal place of business
at 1191 St. Charles Court, Los Altos, California 94024.

         WHEREAS, CRAGAR is the sole and exclusive owner of certain trademark
rights; and

         WHEREAS, CRAGAR desires to appoint TRI, and TRI desires to act, as
CRAGAR's exclusive agent for the purpose of exercising the merchandising rights
in and to these trademark rights, on or in association with products, services
and premiums of all description, as well as in the promotion and advertising of
said products, services and premiums in all media and such other uses as are
commonly understood to be included within that phrase in the licensing industry;
and

         WHEREAS, both CRAGAR and TRI are in agreement with respect to the terms
and conditions upon which TRI shall act as Licensing Agent.

         NOW, THEREFORE, in consideration of these promises and agreements set
forth herein, the parties, each intending to be legally bound hereby, do promise
and agree as follows:

1.       MEANING OF TERMS
         ----------------

         A.   "LICENSED MATERIAL" means the graphic representations of the
              following:

              CRAGAR, STARWIRE, TRU-SPOKE, STREET PRO, CRAGAR S/S, CRAGAR LITE,
              KEYSTONE KLASSIC and such other related marks and artwork as may
              be designated by CRAGAR.

         B.   "TRADEMARKS" means "CRAGAR, STARWIRE, TRU-SPOKE, STREET PRO,
              CRAGAR S/S, CRAGAR LITE, KEYSTONE KLASSIC" and the representations
              of Licensed Material included in Subparagraph 1.A. above.

         C.   "TERRITORY" means worldwide.

         D.   "LICENSEE" means those entities that enter into License
              Agreement(s) with CRAGAR through TRI's efforts.

         E.   "LICENSE AGREEMENT" means a written agreement between CRAGAR and a
              Licensee relating to the Licensee's use of the Licensed Material.
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                                       -2-


         F.   "LICENSE PROPOSAL" means a bona fide term sheet signed by a
              potential Licensee which sets forth the basic business terms of a
              License Agreement an example of which is set forth in Schedule C.

2.       AGENCY GRANT
         ------------

         (A)  Pursuant to the terms hereof, CRAGAR hereby appoints TRI to
              represent CRAGAR in the Territory in connection with the
              merchandising of the Licensed Material on an exclusive basis,
              subject to CRAGAR's approval, for the purpose of generating,
              negotiating and otherwise exploiting and entering into business
              opportunities in the areas of merchandising rights as defined
              below in Paragraph 5.

         (B)  CRAGAR agrees to refer to TRI through the principals of TRI
              (Robert E. Horton, Jr., Dennis Wood, and Michael D. Rachuy) (the
              "Principals") all new inquiries received after the date of this
              Agreement relating to the licensing or merchandising rights with
              respect to the Licensed Material. The Principals agree that their
              individual duties ("Duties") under this Agreement as to CRAGAR
              herein shall be as set forth in Schedule A.

         (C)  TRI shall have no authority to promote, negotiate, administer or
              manage any licensing arrangement entered into by CRAGAR prior to
              the effective date of this Agreement, unless and until such
              authority is expressly granted to TRI by CRAGAR in writing.

3.       TERM
         ----

         (A)  This Agreement is for a term of 4 years and shall become effective
              as of April 1, 2001 (the "Effective Date") and shall extend
              through and including March 31, 2005 (hereinafter the "Term"),
              unless terminated earlier in accordance with any provision herein.
              Provided that TRI is not in default of any provision of this
              Agreement and both parties provide written approval, then the Term
              shall automatically be extended for an additional 4 years ending
              on March 31, 2009. In the event the parties wish to renew or
              extend this Agreement, beyond March 31, 2009 a separate written
              agreement during the first 36 months of this Agreement signed by
              each of the parties must be executed. CRAGAR shall have the option
              in its sole discretion to terminate this Agreement 24 months after
              the Effective Date if CRAGAR has not been presented during the
              first 24 months of this Agreement with Licensing Proposals from
              TRI with cumulative proposed guarantees of at least $[*] due on or
              before March 31, 2005. CRAGAR shall also have the election in its
              sole discretion to terminate this Agreement 36 months after the
              Effective Date if CRAGAR has not been presented during the first
              36 months of the Agreement with Licensing Proposals from TRI with
              cumulative proposed guarantees of at least $[*] due on or before
              March 31, 2005.

--------------------
[*] CONFIDENTIAL TREATMENT REQUESTED - Indicates material that has been omitted
and for which confidential treatment has been requested.
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                                       -3-


         (B)  The parties agree that at the end of the second year of this
              Agreement they will sit down in good faith and reach mutual
              agreement on specific royalty targets for Years 3 and 4 of this
              Agreement for international licenses outside of North America.

4.       THIRD PARTY LICENSE AGREEMENTS
         ------------------------------

         All proposed license agreements presented by TRI under this Agreement
         shall be subject to the express written approval of CRAGAR. It is
         understood that TRI will submit all such proposed agreements to CRAGAR
         for its consideration, approval and execution, and CRAGAR will,
         thereupon, advise TRI within fifteen (15) business days after receipt
         of the proposed agreement as to whether it agrees or disagrees to the
         terms thereof and whether it will execute same. Failure to act within
         said fifteen (15) day period shall be deemed a disapproval of any such
         agreement by CRAGAR. All License Agreements shall be between CRAGAR and
         the Licensee presented by TRI. A basic form license agreement that is
         to be used by TRI in negotiating license agreements will be provided by
         TRI to CRAGAR for its approval.

5.       TRI'S GENERAL DUTIES AND OBLIGATIONS
         ------------------------------------

         TRI is hereby authorized, empowered and required to do the following on
         behalf of CRAGAR:

         (A)  Develop a written strategic plan of action identifying the goals
              and objectives, time frames for action, and overall direction for
              the licensing program contemplated hereunder. This written
              strategic plan will be developed by TRI and provided to CRAGAR no
              later than August 15, 2001, for review and approval by CRAGAR. As
              part of this written strategic plan, TRI will submit to CRAGAR,
              for its approval, product categories and product concept
              descriptions. Such product concept descriptions shall outline the
              basic product type, form, and other distinguishing characteristics
              such as unique distribution or manufacturing characteristics.
              TRI's responsibilities under this subparagraph shall further
              include submission to CRAGAR of quarterly status reports, and
              periodic updates as appropriate, covering TRI's implementation of
              its written strategic plan. Notwithstanding this requirement,
              CRAGAR may grant approval of specific product licensing requests
              prior to submission and approval of the written strategic plan. =

         (B)  Seek out, negotiate and present for approval and execution by
              CRAGAR business opportunities relating to the merchandising of the
              Licensed Material which, subject to the express written approval
              of CRAGAR, shall be to CRAGAR's benefit.
<PAGE>
                                       -4-


         (C)  Monitor and oversee CRAGAR's License Agreements with Licensees to
              ensure that the Licensees' advances, royalties, minimums and sales
              reports are promptly submitted.

         (D)  Wherever necessary, conduct personal visits to the Licensees'
              manufacturing facilities to ensure the Licensees are complying
              with the quality control provisions of the License Agreements.

         (E)  Submit to CRAGAR a written report after each of said visits
              identified above in Subparagraph 5(D).

         (F)  Collect all advances, minimums and royalties due under the License
              Agreements during the Term of this Agreement, as part of TRI's
              management of the on-going relationships with Licensees. All
              payments from Licensees are to be transmitted to TRI by check,
              money order or wire transfer payable to CRAGAR and are to be
              deposited by TRI in its designated bank account for CRAGAR income
              (hereinafter the "CRAGAR Royalty Account"). TRI shall endeavor
              within forty (40) days, but in any event no later than forty-five
              (45) days after the close of each calendar quarter, provide CRAGAR
              with a statement reflecting all income received from Licensees in
              connection with the Licensed Material during the preceding
              calendar quarter. Each statement shall be in writing and provide
              an accounting of all sources of income and the amounts derived
              therefrom and shall be accompanied by payment of all revenues due
              CRAGAR. At this same time, TRI is authorized to deduct its
              compensation as defined by Paragraph 6 herein. Such statement and
              all payments to CRAGAR are to be sent to CRAGAR at the following
              address:

                         Attn:  Michael L. Hartzmark, Ph.D.
                         Chairman and CEO
                         Cragar Industries, Inc.
                         7373 N. Scottsdale Road, Suite B-274
                         Scottsdale, AZ 85253

         (G)  Engage in such other activities as the parties may mutually agree
              upon and, in general, use its best efforts consistent with sound
              business practices to maximize revenue generated from the
              exploitation of the rights granted hereunder and to enhance the
              value and reputation of the Licensed Material.

         (H)  While TRI is empowered to propose all necessary art, design,
              editorial and other related approvals for the creation of the
              Licensed Material, as well as to enforce the appropriately high
              standard of quality for all such Licensed Material created and
              produced pursuant to License Agreements entered into pursuant to
              this Agreement, CRAGAR retains the right to grant final, or
<PAGE>
                                       -5-


              interim when specifically requested, approval on art, design and
              editorial matters. TRI agrees to submit to CRAGAR, for final
              approval, drafts, prototypes, and finished samples of all Licensed
              Material and any and all advertising, promotional and packaging
              material related to said Licensed Material. CRAGAR will respond to
              TRI regarding approval within ten (10) business days after receipt
              of such samples. Failure to respond within said period shall be
              deemed disapproval by CRAGAR. TRI further agrees to provide
              CRAGAR, prior to the commencement of distribution of any Licensed
              Material at least two (2) complete samples of all Licensed
              Material being manufactured and/or distributed by each Licensee
              and all advertising, promotional and packaging material related to
              same for purposes of verifying TRI's approval of quality, as well
              as to ensure, solely at the discretion of CRAGAR, that the
              appropriate trademark and/or copyright notices have been applied
              to the Licensed Material and to the advertising, promotional and
              packaging material related to said Licensed Material. If, in the
              sole judgment of CRAGAR, the quality of any Licensed Material or
              of any advertising, promotional or packaging material relating to
              said Licensed Material is not of acceptable standard, CRAGAR
              reserves the right to require TRI to use commercially reasonable
              efforts to remedy the problem with the Licensee in question.

         (I)  Work together with CRAGAR to explore fully any internal resources
              that CRAGAR may possess that may be beneficial to the success of
              its licensing program established hereunder.

         (J)  Work together with CRAGAR to explore fully promotional
              opportunities with other companies that may assist CRAGAR in its
              overall business objectives and the success of its licensing
              program established hereunder.

6.       TRI'S COMPENSATION
         ------------------

         (A)  During the Term of this Agreement, TRI's sole compensation for the
              services that it renders pursuant to this Agreement (excluding the
              current licenses set forth in Schedule B which are subject to a
              separate compensation arrangement as set forth therein) shall be a
              commission based on a percentage of cumulative Gross Royalty
              Income received during the Term of this Agreement from Licensees
              obtained by TRI for all Licensed Material as follows:

              [*]% of the first $[*] of cumulative Gross Royalty Income from all
              licensees and; [*]% of cumulative Gross Royalty Income from all
              licensees from $[*] to $[*] and; [*]% of cumulative Gross Royalty
              Income from all licensees above $[*]. Notwithstanding the
              foregoing, inn the event cumulative Gross Royalty Income paid

--------------------
[*] CONFIDENTIAL TREATMENT REQUESTED - Indicates material that has been omitted
and for which confidential treatment has been requested.
<PAGE>
                                       -6-


              and reported to CRAGAR equals or exceeds $[*] through the calendar
              quarter ending March 31, 2004 then TRI shall receive [*]% of all
              Gross Royalty Income paid thereafter until the expiration of this
              Agreement.

         (B)  For purposes of this Agreement, "Gross Royalty Income" shall mean
              all royalty payments, including guarantees, advances paid against
              royalties, and all other consideration of any type or nature that
              are collected and paid to CRAGAR pursuant to a License Agreement.

         (C)  Upon expiration or termination (whichever is sooner) of this
              Agreement (collectively referred to herein as the "termination
              date"), TRI shall be entitled to compensation according to the
              commission percentage in Subparagraph 6(A) above for a period of
              48 months following such termination date, for all Gross Royalty
              Income derived from license agreements entered into during the
              term of this Agreement except as per 6.(D), below. At the
              termination date of this Agreement, if Cragar, within twelve
              months of the termination date, should enter into a License
              Agreement with a third party based upon a License Proposal from a
              potential Licensee received by TRI and presented to Cragar within
              twelve (12) months prior to the termination date hereof, then TRI
              shall be entitled to compensation from said license agreement
              according to the commission percentage in Subparagraph 6(A) above
              for a period of 36 months following such termination date, for all
              Gross Royalty Income derived from the license agreement. TRI shall
              provide to Cragar a list of said License Proposals within 30 days
              of termination date.

         (D)  If TRI should unilaterally terminate this Agreement without cause,
              then TRI shall continue to receive compensation according to the
              commission percentage in Subparagraph 6(A) for the shorter of one
              year from the termination date or for up to the remaining duration
              of those License Agreements that it had obtained for Cragar prior
              to the termination date.

7.       COSTS AND EXPENSES
         ------------------

         (A)  CRAGAR shall reimburse TRI for its documented reasonable
              out-of-pocket expenses incurred in directly fulfilling its
              obligations under this Agreement (E.G., travel, and related
              lodging and food, long distance telephone calls, postage including
              UPS, FedEx, marketing materials and trade shows), provided,
              however, that TRI shall seek and receive prior written approval
              from CRAGAR for any such expense greater than $500.00.
              Out-of-pocket expenses shall not exceed $1,500 per month without
              the written advance approval of CRAGAR. In addition, CRAGAR agrees
              to fund certain other "special projects" (typically items such as
              a licensing brochure or consumer research requested by CRAGAR),
              provided, however, that TRI shall seek and receive prior written
              approval from CRAGAR for any such expenses related to said special

--------------------
[*] CONFIDENTIAL TREATMENT REQUESTED - Indicates material that has been omitted
and for which confidential treatment has been requested.
<PAGE>
                                       -7-


              projects. It is agreed and understood that all other expenses
              incurred by TRI related to this Agreement shall be borne by TRI,
              unless otherwise approved and accepted by CRAGAR in writing.
              Expenses reimbursable under this subparagraph shall not include
              TRI's routine office expenses and overhead such as local phone
              expense, rent, and office supplies. For all expenses for which TRI
              seeks reimbursement, TRI shall provide verification and
              documentation of such expenses to CRAGAR. Cragar shall provide
              payment to TRI by the fifteenth of the month following the receipt
              of documented and agreed upon expenses.

         (B)  CRAGAR further agrees to provide development fees to the
              Principals for performing their Duties hereunder in an aggregate
              amount of $120,000 of CRAGAR freely trading unrestricted common
              stock per annum for each of the first 4 years of the Term of this
              Agreement (the "Stock") to offset partially the start-up costs
              that will be individually incurred by the Principals in fulfilling
              their obligations under Schedule A of this Agreement. The dollar
              amount for each Principal shall be as set forth alongside the name
              of each in Schedule A. Provided that TRI gives written notice to
              Cragar at least 30 days prior to date of grant of stock, TRI may,
              in its sole discretion and with the approval of its shareholders,
              change the allocation percentages in Schedule A. The total amount
              of shares of Stock for both Year One and Year Two shall be
              determined by dividing $120,000 by the closing market price of the
              Stock on a nationally recognized exchange on the Effective Date of
              this Agreement. Year One Stock shall vest immediately on the
              Effective Date of this Agreement and CRAGAR covenants that it will
              within 30 days after the Effective Date file an S-8 Registration
              Statement with the SEC covering 240,000 shares of common stock In
              the event that the S-8 registration statement does not become
              effective on or before June 30, 2001,then the Principals and TRI
              at their election may either terminate their obligations under
              this Agreement or TRI at its election, in lieu of the stock grant,
              may receive as the assignee on behalf of the Principals all of
              their $120,000 development fees first offset from cumulative Gross
              Royalty Income earned under Subparagraph 6 (A) prior to any
              sharing between CRAGAR and TRI. The offset of $120,000 shall also
              apply in any subsequent year if for any reason Year Two, Year
              Three or Year Four Stock shall not be freely tradable and
              unrestricted on their vesting date. Year Two Stock shall vest and
              be payable to the Principals April 1, 2002. The total amount of
              shares of Stock for Year Three and Year Four shall be determined
              by dividing $120,000 by the average of the closing market prices
              of the Stock for the thirty days prior to the date of grant on
              April 1, 2002 and April 1, 2003, respectively. Year Three Stock
              shall be granted on April 1, 2002 and shall vest and be payable
              April 1, 2003. Year Four Stock shall be granted on April 1, 2003
              and shall vest and be payable April 1, 2004. Notwithstanding the
              number of shares of Stock calculated for any year, the minimum
              number of shares of Stock during any year shall not be less than
              10,000 and not more than 80,000 shares (to be adjusted for stock
              splits, if any).
<PAGE>
                                       -8-


         (C)  In the event CRAGAR elects to terminate this Agreement due to
              insufficient Licensing Proposals presented to it, as provided
              under Subparagraph 3.(A) then no Stock shall vest for Year Three
              and Year Four if this Agreement terminates at the end of 24 months
              and no Stock shall vest and be payable for Year Four if this
              Agreement terminates at the end of 36 months.

         (D)  TRI shall have during the Term of this Agreement the continuing
              option to purchase additional CRAGAR common stock from CRAGAR at a
              price 10% below market price at the time of exercise from any or
              all compensation that TRI receives under Paragraph 6 herein.

         (E)  Any Principal shall lose his right to additional stock grants, but
              shall not give up any of his obligations under this Agreement, if
              the said Principal (including any of his relatives, affiliates,
              principles, or other related parties) take a short position in
              Cragar Stock.

8.       TRADEMARK PROTECTION
         --------------------

         (A)  It is understood that all Licensees shall be required to take any
              necessary precautions as specified by CRAGAR to protect the
              Trademarks, including the placing of appropriate trademark notices
              on all Licensed Material as well as on all advertising,
              promotional and packaging material relating to said Licensed
              Material. The following notices, at a minimum, will be required of
              all such Licensees:

              (TM) and/or(R)Designates a Trademark of CRAGAR.

         (B)  CRAGAR shall bear the responsibility and cost of obtaining and
              maintaining those trademark registrations which, in the sole
              opinion of CRAGAR, should be obtained and maintained; provided,
              however, that CRAGAR shall use its best efforts to obtain
              trademark registrations for all product categories for which the
              Trademarks have been licensed and which are actively marketed
              within the Territory for which registration is requested.

         (C)  TRI agrees to give CRAGAR prompt written notice of any unlicensed
              use by third parties of Licensed Material or Trademarks, and TRI
              will not, bring or cause to be brought any criminal prosecution,
              lawsuit or administrative action for infringement, interference
              with or violation of any rights to Licensed Material or Trademarks
              either by itself or on behalf of CRAGAR. TRI shall not have any
              right to recover or share in any damages or other monetary relief
              that CRAGAR recovers for any violation of its rights to the
              Licensed Material or Trademarks for which TRI does not participate
              as a party. TRI shall have no responsibility or obligation to
              participate as a party in any action without its prior written
              consent which is subject to TRI's sole and absolute discretion,
              and should TRI elect to give its consent and become a party,
              CRAGAR agrees to reimburse TRI for its reasonable expenses
<PAGE>
                                       -9-

              incurred at CRAGAR's request, including reasonable attorney's
              fees. Only in the event that TRI shares in the expenses of said
              action shall TRI be entitled to share in any damages or other
              monetary relief recovered, in proportion to TRI's share of the
              expense.

9.       WARRANTIES AND INDEMNIFICATIONS
         -------------------------------

         (A)  CRAGAR represents and warrants that it is the owner of all rights
              in and to the Trademarks and that it has the right to grant the
              rights herein granted to TRI. CRAGAR further represents that it
              has not granted any other person or firm the right and authority
              to represent CRAGAR with respect to the Trademarks in such a
              capacity that, to CRAGAR's knowledge, would be in conflict with
              this Agreement.

         (B)  During and after the term hereof, CRAGAR agrees to defend,
              indemnify and hold TRI, its stockholders, directors, officers,
              employees, agents, parent companies, subsidiaries, and affiliates,
              harmless from and against any claims, liabilities, judgments,
              penalties, and taxes, civil and criminal, and all costs, expenses
              (including, without limitation, reasonable attorneys' fees) which
              may arise out of or be related to CRAGAR's warranty, as above
              stated.

         (C)  During and after the term hereof, TRI hereby agrees to defend,
              indemnify and hold CRAGAR and any of its related entities,
              including each of their stockholders, directors, officers,
              employees, agents, parent companies, subsidiaries, and affiliates,
              harmless from and against any and all claims, liabilities,
              judgments, penalties, and taxes, civil and criminal, and all
              costs, expenses (including, without limitation, reasonable
              attorneys' fees) which may arise out of any intentional or
              negligent acts by TRI, other than as it may relate to the CRAGAR's
              warranty, as above stated.

         (D)  TRI and CRAGAR agree to give each other prompt written notice of
              any claim or suit which may arise under the indemnity provisions
              set forth above.

10.      BOOKS AND RECORDS; RECONCILIATION; RIGHT TO AUDIT
         -------------------------------------------------

         (A)  TRI agrees to keep and maintain accurate and up-to-date books and
              records relating to its obligations under this Agreement, the
              CRAGAR Royalty Account, and each License Agreement. TRI shall
              preserve such records for a period of two (2) years after either
              termination or expiration of this Agreement.

         (B)  TRI shall conduct a quarterly reconciliation and shall endeavor to
              remit to CRAGAR within forty (40) days, but in no event longer
              than forty-five (45) days of the end of each Quarter all Net
              Revenues not already remitted by TRI during such Quarter.
              "Quarter" shall be defined as a calendar quarter beginning on
              January 1, April 1, July 1, and October 1 of each calendar year
              during the Term. "Net Revenues" shall be defined as Gross Royalty
<PAGE>
                                      -10-


              Income less TRI's compensation and expense reimbursements
              permitted pursuant to the terms of Paragraph 6 hereof. All
              payments under this subparagraph to CRAGAR shall be accompanied by
              a quarterly report reconciling the payments to CRAGAR.

         (F)  During the Term of this Agreement and for a period of two (2)
              years after either termination or expiration of this Agreement,
              CRAGAR may, during reasonable business hours, audit the books and
              records of TRI relating to this Agreement and of the CRAGAR
              Royalty Account in order to verify the accuracy thereof and of the
              royalty reports generated by TRI hereunder. In the event that
              there is any discrepancy in CRAGAR's favor between the amount
              actually paid CRAGAR and that which was owed CRAGAR, TRI shall
              immediately remit payment to CRAGAR in the amount of such
              discrepancy plus any interest calculated at the then-prevailing
              prime rate. In the event that there is any discrepancy in CRAGAR's
              favor between the amount actually paid CRAGAR and that which was
              owed CRAGAR, and such amount exceeds $5,000 for each year the
              Agreement is in effect, TRI shall be responsible for payment of
              CRAGAR's costs of auditing the books and records of TRI.

11.      INSURANCE
         ---------

         CRAGAR and TRI shall separately maintain during the Term of this
         Agreement the following types and levels of insurance: Comprehensive
         General Liability Insurance with the minimum bodily injury and property
         damage limits of $1,000,000 each occurrence; and naming the other party
         as an additional insured under its Comprehensive General Liability
         Insurance policy. Upon request, the parties shall furnish to each other
         evidence of such insurance coverage in the form of a Certificate of
         Insurance indicating that premiums have been paid for the then current
         term. Neither party shall make any material change to this coverage
         without providing the other party with notice.

12.      RELATIONSHIP OF THE PARTIES
         ---------------------------

         This Agreement shall not be construed to place the parties in the
         relationship of partners or joint venturers. It is understood and
         agreed that TRI is acting as an independent contractor and that neither
         party shall have any right or power to obligate, bind, or commit the
         other to any expense, liability, or matter other than as expressly
         provided and authorized in this Agreement. Specifically, TRI and CRAGAR
         acknowledge that TRI has no authority to bind CRAGAR to any licensing
         commitment to any potential licensees, and all such commitments are
         only binding upon CRAGAR pursuant to a License Agreement fully executed
         by both CRAGAR and Licensee.
<PAGE>
                                      -11-


13.      ASSIGNMENT/SUB-LICENSE
         ----------------------

         TRI's rights and/or obligations hereunder shall not be assigned or
         delegated by any act of TRI except upon the express written approval of
         CRAGAR. TRI shall have no right to grant any licenses or sub-licenses
         without CRAGAR's prior express written approval. CRAGAR shall, however,
         have the right to assign its rights and delegate its obligations under
         the Agreement without the prior approval of, but with reasonable
         written notice to, TRI.

14.      TERMINATION
         -----------

         CRAGAR shall have the right at any time to terminate this Agreement for
         cause in the event that TRI violates any of its obligations under this
         Agreement including, without limitation, its payment obligation. CRAGAR
         shall have the right to terminate this Agreement, without payment of
         any penalty, by giving written notice of termination to TRI, and the
         termination shall be effective thirty (30) days after such notice is
         mailed to TRI, unless TRI, in the interim, shall remedy the violation
         to the reasonable satisfaction of CRAGAR within such 30 days.

15.      EFFECT OF TERMINATION OR EXPIRATION
         -----------------------------------

         (A)  In the event of termination or expiration of this Agreement:

              (i)   TRI shall promptly turn over to CRAGAR all books and records
                    relating to each Licensee and shall immediately take all
                    steps necessary to withdraw its name from any accounts
                    established on behalf of CRAGAR for purposes of this
                    Agreement including, without limitation, the CRAGAR Royalty
                    Account, and

              (ii)  All future payments from Licensees shall be made directly to
                    CRAGAR or its duly appointed representative.

         (B)  It is further understood and agreed that after termination or
              expiration of this Agreement, all rights granted to TRI shall
              forthwith revert to CRAGAR who shall be free to itself
              commercialize the Licensed Material and/or to contract with others
              to commercialize the Licensed Material except that CRAGAR shall
              continue to pay TRI its compensation as provided in 6.(C) and
              6.(D). TRI shall refrain from further efforts to commercialize the
              Licensed Material and will not make any further reference to it,
              either directly or indirectly.
<PAGE>
                                      -12-


16.      NON-COMPETITION, NON-SOLICITATION AND NON-DISCLOSURE.
         -----------------------------------------------------

         (a)  General. In consideration of the payment of the CRAGAR common
              stock, and in order to induce the CRAGAR to enter into this
              Agreement and to consummate the transactions contemplated hereby,
              each of the Shareholders (defined as the principals of TRI) hereby
              acknowledges that he is a beneficiary of the CRAGAR common stock
              payments to TRI and each of the Shareholders hereby severally
              covenants and agrees as follows:

              (i)  Without the prior written consent of CRAGAR, such Shareholder
                   shall not for a period of one (1) year from and after the
                   termination date and during the term of this Agreement (A)
                   directly or indirectly acquire or own in any manner any
                   interest in any person, firm, partnership, corporation,
                   association or other entity which engages or plans to engage
                   in any significant manner relative to that entity's core
                   business or the business segment of the entity that will be
                   the focus of TRI's engagement in any facet of the Business
                   (defined as custom automotive wheels) or which competes or
                   plans to compete in the Business with CRAGAR or any of its
                   subsidiaries or Affiliates, anywhere in the world (the
                   "Territory"), (B) be employed by or serve as an employee,
                   agent, officer, director of, or as a consultant to, any
                   person, firm, partnership, corporation, association or other
                   entity which engages or plans to engage in any facet of the
                   Business or which competes or plans to compete in any way in
                   any significant manner with Cragar or any of its subsidiaries
                   or Affiliates within the Territory, or (C) utilize his
                   special knowledge of the business of Cragar and his or its
                   relationships with customers, suppliers and others to compete
                   with Cragar and/or any of its Affiliates in any business
                   which in any way in any significant manner engages or plans
                   to engage in the Business; provided, however, that nothing
                   herein shall be deemed to prevent such Shareholder from
                   acquiring through market purchases and owning, solely as an
                   investment, less than three percent in the aggregate of the
                   equity securities of any class of any issuer whose shares are
                   registered under ss.12(b) or 12(g) of the Securities Exchange
                   Act of 1934, as amended, and are listed or admitted for
                   trading on any United States national securities exchange or
                   are quoted on the National Association of Securities Dealers
                   Automated Quotation System, or any similar system of
                   automated dissemination of quotations of securities prices in
                   common use, so long as such Shareholder is not a member of
                   any "control group" (within the meaning of the rules and
                   regulations of the United States Securities and Exchange
                   Commission) of any such issuer. Such
<PAGE>
                                      -13-


                   Shareholder acknowledges and agrees that the covenants
                   provided for in this Section 16 (a) are reasonable and
                   necessary in terms of time, area and line of business to
                   protect the Company's Trade Secrets. Such Shareholder further
                   acknowledges and agrees that such covenants are reasonable
                   and necessary in terms of time, area and line of business to
                   protect the CRAGAR's legitimate business interests, which
                   include its interests in protecting CRAGAR's (i) valuable
                   confidential business information, (ii) substantial
                   relationships with customers throughout the United States,
                   and (iii) customer goodwill associated with the ongoing
                   Business. Shareholder expressly authorizes the enforcement of
                   the covenants provided for in this Section 1.1(a) by (A)
                   Cragar and its subsidiaries, (B) CRAGAR's permitted assigns,
                   and (C) any successors to CRAGAR's business. To the extent
                   that the covenants provided for in this Section 1.1(a) may
                   later be deemed by a court to be too broad to be enforced
                   with respect to its duration or with respect to any
                   particular activity or geographic area, the court making such
                   determination shall have the power to reduce the duration or
                   scope of the provision, and to add or delete specific words
                   or phrases to or from the provision. The provision as
                   modified shall then be enforced.

16.      FINAL STATEMENT
         ---------------

         Upon termination or expiration of this Agreement, TRI shall deliver to
         CRAGAR a statement indicating the number and description of all License
         Agreements which TRI has obtained for CRAGAR and provide CRAGAR with a
         copy of each such agreement.

17.      NOTICES
         -------

         All notices hereunder shall be given by addressing them as indicated
         below and by depositing them as certified mail or registered mail,
         return receipt requested, postage prepaid, or by delivering them to a
         national overnight courier service. Such notice shall be effective as
         of the date of receipt by the other party.

         The addresses of the parties until further notice are:

         Michael L. Hartzmark, Ph.D.              Robert E. Horton, Jr.
         Chairman & CEO                           President & CEO
         Cragar Industries, Inc.                  Trademarketing Resources, Inc.
         7373 N. Scottsdale Road, Suite B-274     7111 Dixie Highway, Number 292
         Scottsdale, AZ 85253                     Clarkston, MI 48346
<PAGE>
                                      -14-


18.      CONFIDENTIALITY
         ---------------

         (A)  TRI agrees to keep the terms and conditions of this Agreement and
              all License Agreements strictly confidential, and TRI shall not
              disclose such terms and conditions to any third party without
              obtaining CRAGAR's prior written consent; provided, however, that
              this Agreement and any License Agreement may be disclosed on a
              need-to-know basis to TRI's attorneys and accountants who agree to
              be bound by this confidentiality provision. CRAGAR hereby consents
              to TRI's disclosure of information of a financial nature in this
              Agreement and any License Agreement to its auditors and to
              financial institutions in the ordinary course of business.

         (B)  TRI further agrees to keep strictly confidential all information
              disclosed by CRAGAR to TRI pursuant to this Agreement and
              designated in writing by CRAGAR as "confidential." TRI shall not
              acquire any right or interest in any such confidential information
              disclosed by CRAGAR. Upon termination or expiration of this
              Agreement, all such confidential information, if in written form,
              shall be returned to CRAGAR.

         (C)  The duties and obligations under this Paragraph 18 shall survive
              any termination or expiration of this Agreement.

         (D)  In the event that TRI is requested or required through legal
              process to disclose any confidential information of CRAGAR, TRI
              shall provide prompt notice of such request or demand to CRAGAR so
              that CRAGAR may seek an appropriate protective order or waive
              compliance with the provisions of this Paragraph 18.

19.      JURISDICTION AND CHOICE OF LAW
         ------------------------------

         This Agreement and the enforcement hereof shall be subject exclusively
         to the internal laws (but not the choice or conflicts of law rules) of
         the State of Arizona. The parties hereby irrevocably waives any right
         they may have to assert the application of any other law of any other
         state or nation in any legal action between them. The parties agree
         that no action or proceeding may be maintained by one against the other
<PAGE>
                                      -15-



         except either in Superior Court for the County of Maricopa, or in the
         United States Federal Court, District of Arizona, and that these courts
         shall have exclusive jurisdiction over such action or proceeding.

20.      CAPTIONS
         --------

         The captions used in connection with the paragraphs and subparagraphs
         of this Agreement are inserted only for purposes of reference. Such
         captions shall not be deemed to govern, limit, modify or in any other
         manner affect the scope, meaning or intent of the provisions of this
         Agreement or any part thereof nor shall such captions otherwise be
         given any legal effect.

21.      CONSTRUCTION
         ------------

         The language of all parts of this Agreement shall in all cases be
         construed as a whole, according to its fair meaning and not strictly
         for or against any of the parties. Headings of paragraphs herein are
         for convenience of reference only and are without substantive
         significance.

22.      GOODWILL
         --------

         TRI acknowledges that the rights and powers retained by CRAGAR
         hereunder are necessary to protect CRAGAR's trademarks, copyrights and
         property rights, and, specifically, to conserve CRAGAR's goodwill and
         good name, and the Trademarks, and therefore TRI agrees that TRI will
         not allow the same to become involved in matters which will, or could,
         detract from or impugn the public acceptance and popularity thereof, or
         impair their legal status.

23.      MODIFICATIONS OR EXTENSIONS OF THIS AGREEMENT
         ---------------------------------------------

         Except as otherwise provided herein, this Agreement can only be
         extended or modified by a writing signed by both parties; provided,
         however, that certain modifications shall be effective if signed by the
         party to be charged and communicated to the other party.

24.      INTEGRATION
         -----------

         This Agreement constitutes the entire understanding of the parties, and
         revokes and supersedes all prior agreements between the parties, and is
         intended as a final expression of their Agreement. It shall not be
         modified or amended except in a writing specifically referring to this
         Agreement. This Agreement shall take precedence over any other
         documents which may be in conflict with said Agreement.
<PAGE>
                                      -16-



25.      POWER TO SIGN
         -------------

         The parties warrant and represent that their respective representatives
         signing this Agreement have full power and proper authority to sign
         this Agreement and to bind the parties.

26.      SURVIVAL OF OBLIGATIONS
         -----------------------

         The respective obligations of the parties under this Agreement, which
         by their nature would continue beyond the termination or expiration of
         this Agreement, shall survive termination or expiration of this
         Agreement.

27.      SEVERABILITY OF PROVISIONS
         --------------------------

         The terms of this Agreement are severable and the invalidity of any
         term of this Agreement shall not affect the validity of any other term.

28.      FORCE MAJEURE
         -------------

         If either party is delayed, or interrupted in, or prevented from the
         performance of its obligations hereunder by reason of an act of God,
         fire, flood, war, public disaster, strikes or labor difficulties,
         governmental enactment, regulation or order, or any other cause beyond
         its control, and if such party has given the other party prompt notice
         thereof and, on request, such confirmatory documentation as the other
         party may reasonably request and has in good faith kept the other party
         apprised of when the delay, interruption or prevention is expected to
         be resolved, the time for the performance of the party's obligations
         shall thereupon be extended for a period equal to the duration of the
         contingency that occasioned the delay, interruption or prevention, but
         not exceeding ninety (90) days unless otherwise mutually agreed. If the
         force majeure condition continues for more than ninety (90) days,
         either party may terminate this Agreement upon written notice to the
         other party.





                           (Signature Page To Follow)
<PAGE>
                                      -17-





Please sign below under the word "Agreed". When signed by both parties this
shall constitute an agreement between CRAGAR and TRI.


AGREED:

CRAGAR INDUSTRIES, INC.                     TRADEMARKETING RESOURCES INC.


By: /s/ Michael L. Hartzmark                By:
    --------------------------                  ------------------------
Title: Chief Executive Officer              Title: Chief Executive Officer
       -----------------------                     -----------------------
Date: April 1, 2001                         Date:  April 1, 2001
      ------------------------                     -----------------------