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                                  EXHIBIT 10.1
                            CRAGAR INDUSTRIES, INC.

                                 PROMISSORY NOTE
                               DUE MARCH 15, 2001
                                                                 MARCH 16, 1999


THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY 
STATE. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR 
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT 
COVERING THE SECURITIES REPRESENTED BY THIS NOTE UNDER THE ACT AND OTHER 
FILINGS UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, 
WHICH OPINION IS SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, TO THE 
EFFECT THAT SUCH REGISTRATION AND OTHER FILINGS ARE NOT REQUIRED UNDER THE 
ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THAT THE TRANSACTION COMPLIES 
WITH THE RULES AND REGULATIONS IN EFFECT THEREUNDER.


     FOR VALUE RECEIVED, the undersigned, Cragar Industries, Inc., a Delaware 
corporation ("Maker"), promises to pay XXXXXXXX ("Payee"), at or such other 
place as Payee shall designate in writing, the principal sum of XXXXXXXX 
Dollars ($XXX,XXX.00), plus interest at the rate of ten percent (10%) per 
annum. Interest, which begins accruing as of March 16, 1999, shall be due and 
payable on March 15 of each year and ending at such time that Maker shall 
have paid Payee all of the outstanding principal, and accrued interest 
evidenced by this Note. In no event shall payment of all outstanding 
principal and accrued interest be later than March 15, 2001. The principal 
and interest due under this Note may be prepaid at any time without penalty.

     This Note is the obligation of Maker only, and no recourse shall be had 
for the payment thereof of the principal or interest thereon against any 
stockholder, officer or director of Maker, either directly or through Maker, 
by virtue of any statute for the enforcement of any assessment or otherwise, 
all such liability of stockholders, directors and officers as such being 
released by Payee by the acceptance of this Note.

     In order to secure the principal of this Note, the Maker has granted to 
Payee a security interest, evidenced by the filing of a UCC-1, in and to the 
equipment, inventory, accounts receivable and all other personal property of 
the Maker, tangible and intangible, wherever located and proceeds thereof 
(the "Collateral"), subject and subordinate to the existing security 
interests of NationsCredit Commercial Corporation ("NCCC") and the pledgors 
of certain investment property used as additional collateral under the NCCC 
Loan and Security Agreement, or with


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the consent of the holder hereof, which consent shall not be unreasonably 
withheld, to the security interests of any other institutional creditor of 
the Maker now or hereafter having a security interest in any of the foregoing 
(hereinafter collectively referred to as the "Senior Creditors").

     Any term of this Note may be amended and the observance of any term 
hereof may be waived only with the written consent of both Maker and Payee.

     The provisions of this Note shall be governed by and construed in 
accordance with the laws of the State of Arizona without giving effect to 
principles of conflict of laws.

     The terms and conditions contained this Note shall apply to and bind the 
heirs, representatives, successors, administrators and assigns of the parties 
hereto.

     This Note is not assignable without the prior written consent of the 
other party. Any attempt at such an assignment without such consent shall be 
void.

     IN WITNESS WHEREOF, Maker has executed this Note in favor of Payee as of 
the date first set forth above.


                                             "MAKER":
                                             CRAGAR INDUSTRIES, INC.
                                             a Delaware corporation


                                             By: _______________________________
                                                 Michael L. Hartzmark, President


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