Exhibit 10.4

                 PLEDGE AND IRREVOCABLE PROXY SECURITY AGREEMENT


     This PLEDGE AND IRREVOCABLE  PROXY SECURITY  AGREEMENT (the "AGREEMENT") is
made  and  entered  into  as of  the  ___  day  of  November,  2004,  by  GLOBAL
ENTERTAINMENT  CORPORATION,  a  Nevada  corporation  ("PLEDGOR"),  in  favor  of
COMERICA BANK, a Michigan corporation,  and its successors and assigns ("SECURED
PARTY").

1. RECITALS

     1.1 Pledgor  and its  subsidiaries  (collectively,  the  "BORROWERS")  have
requested  and  Secured  Party has  agreed to enter into and  provide  financial
accommodations  to the Borrowers,  as set forth in that certain Credit Agreement
of even date  herewith by and among  Borrowers  and Secured  Party (the  "CREDIT
AGREEMENT").  All  capitalized  terms not defined  herein shall have the meaning
given them in the Credit Agreement.

     1.2 As a condition  precedent  to the  execution  of the Credit  Agreement,
Secured Party has required that Pledgor execute and deliver this Agreement.

2. PLEDGE OF SHARES AND UNITS

     2.1 Pledgor  hereby  assigns,  transfers,  pledges and  delivers to Secured
Party and grants Secured Party a security interest in all issued and outstanding
shares in Cragar Industries,  Inc., a Delaware corporation (the "COMPANY"),  now
owned or hereafter acquired by Pledgor,  together with all earnings thereon, all
additions   thereto,   all  proceeds   thereof  from  sale  or  otherwise,   all
substitutions  therefore,  and all securities  issued with respect  thereto as a
result of any  dividend,  split,  warrants  or other  rights,  reclassification,
readjustment  or other change in the capital  structure of the Company,  and the
securities of any corporation or other  properties  received upon the conversion
or exchange thereof pursuant to any merger, consolidation,  reorganization, sale
of assets or other  agreement or received  upon any  liquidation  of the Company
(collectively, the "PLEDGED Securities").

     2.2 Upon the execution of this Agreement,  Pledgor shall deliver to Secured
Party certificates for the Pledged  Securities,  together with appropriate share
transfer  powers  therefore  duly  executed  by  Pledgor in blank in the form of
Assignment Separate From Certificate attached hereto.  Immediately upon receipt,
Pledgor shall deliver to Secured Party all  certificates  and other evidences of
the  Pledged  Securities  that come into the  possession,  custody or control of
Pledgor,  together with appropriate share transfer powers therefor duly executed
by Pledgor in blank,  and any other  property  constituting  part of the Pledged
Securities, free and clear of any prior lien, claim, charge or encumbrance.

     2.3 So long as an  Event  of  Default  is  continuing  or when an  event or
condition  has had or will have a Material  Adverse  Effect,  Secured  Party may
receive,  hold and/or dispose of the Pledged  Securities subject and pursuant to
all the terms,  conditions  and  provisions  hereof and of the Credit  Agreement
until the  Obligation (as defined  below) has been  discharged in full.  Secured
Party is hereby authorized and empowered to take any and all action with respect
to such property as authorized  hereunder.  In its discretion and without notice

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to Pledgor,  Secured  Party may take any one or more of the  following  actions,
without  liability  except to  account  for  property  actually  received  by it
(subject to the provisions of Section 6.7):

          (a) transfer to or register in its name or the name of its nominee any
     of the  Pledged  Securities,  with or without  indication  of the  security
     interest herein  created,  and whether or not so transferred or registered,
     receive the income, dividends and other distributions thereon and hold them
     or  apply  them to the  Obligation  in the  order  provided  in the  Credit
     Agreement;

          (b) exercise or cause to be exercised all voting and corporate  powers
     with respect to any of the Pledged Securities so registered or transferred,
     including all rights of  conversion,  exchange,  subscription  or any other
     rights,  privileges or options pertaining to such Pledged Securities, as if
     the absolute owner thereof;

          (c) insure any of the Pledged Securities;

          (d) exchange any of the Pledged  Securities  for other property upon a
     reorganization,  recapitalization  or other readjustment and, in connection
     therewith,  deposit any of the Pledged  Securities  with any  committee  or
     depositary upon such terms as the Secured Party may determine;

          (e) in its name, or in the name of Pledgor,  demand,  sue for, collect
     or receive  any money or  property  at any time  payable or  receivable  on
     account  of, or in exchange  for,  any of the  Pledged  Securities  and, in
     connection  therewith,   endorse  notes,  checks,   drafts,  money  orders,
     documents of title or other  evidences  of payment,  shipment or storage in
     the name of Pledgor; and

          (f) make any compromise or settlement deemed advisable with respect to
     any of the Pledged Securities.

Secured  Party shall be under no duty to  exercise,  or to withhold the exercise
of, any of the rights,  powers,  privileges and options  expressly or implicitly
granted to Secured Party in this Agreement, and shall not be responsible for any
failure to do so or delay in so doing.

3. OBLIGATION SECURED

     This Agreement shall secure, in such order of priority as Secured Party may
elect:

          (a)   Payment  of  the  sum  of  ONE   MILLION   AND  NO/100   DOLLARS
     ($1,000,000.00) according to the terms of that Revolving Promissory Note of
     even date  herewith,  made by  Borrowers,  payable  to the order of Secured
     Party,  evidencing a revolving line of credit, all or any part of which may
     be advanced to Borrowers,  repaid by Borrowers and readvanced to Borrowers,
     from  time to time,  subject  to the  terms and  conditions  thereof,  with
     interest  thereon,  extension and other fees,  late charges and  attorneys'
     fees,  according to the terms thereof,  and all extensions,  modifications,
     renewals, restatements or replacements thereof (the "NOTE");

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          (b) Payment,  performance  and observance by Pledgor of each covenant,
     condition,  provision  and  agreement  contained  herein  and of all monies
     expended or advanced by Secured Party  pursuant to the terms hereof,  or to
     preserve any right of Secured  Party  hereunder,  or to protect or preserve
     the Pledged Securities or any part thereof;

          (c) Payment, performance and observance by Borrowers of each covenant,
     condition, provision and agreement contained in the Credit Agreement and in
     any other document or instrument  related to the indebtedness  described in
     subparagraph  (a) above and of all monies  expended  or advanced by Secured
     Party  pursuant to the terms  thereof or to  preserve  any right of Secured
     Party thereunder; and

          (d)  Payment  and  performance  of any  and  all  other  indebtedness,
     obligations and liabilities of Borrowers to the Secured Party of every kind
     and character, direct or indirect, absolute or contingent, due or to become
     due, now existing or hereafter incurred,  whether such indebtedness is from
     time to time reduced and thereafter increased or entirely  extinguished and
     thereafter reincurred.

All  of  the  indebtedness  and  obligations   secured  by  this  Agreement  are
hereinafter collectively referred to as the "OBLIGATION".

4. REPRESENTATIONS AND WARRANTIES OF PLEDGOR

     Pledgor hereby represents and warrants that:

     4.1 The  execution,  delivery and  performance by Pledgor of this Agreement
and all other  documents and  instruments  relating to the  Obligation  will not
result in any breach of the terms and  conditions  of, nor  constitute a default
under,  any  agreement  or  instrument  under  which  Pledgor  is a party  or is
obligated.  Pledgor is not in default in the  performance  or  observance of any
covenants,  conditions or provisions of any such agreement or instrument,  which
default would have a Material Adverse Effect on Pledgor.

     4.2 The Pledged  Securities  are and shall be duly and  validly  issued and
pledged  in  accordance  with  applicable  law,  and this  Agreement  shall  not
contravene any law, agreement or commitment binding Pledgor or the Company,  and
Pledgor  shall defend the right,  title,  lien and security  interest of Secured
Party in and to the  Pledged  Securities  against  the claims and demands of all
persons and other entities whatsoever.

     4.3  Pledgor  has the  right,  power  and  authority  to  convey  good  and
marketable title to the Pledged  Securities;  and the Pledged Securities and the
proceeds  thereof  are and  shall be free and  clear of all  claims,  mortgages,
pledges,  liens,  encumbrances and security  interest of every nature whatsoever
other than as imposed hereby and other than transfer  restrictions imposed under
applicable federal and state securities laws.

5. IRREVOCABLE PROXY

     5.1 Pledgor irrevocably  constitutes and appoints Secured Party, whether or
not the Pledged  Securities have been transferred into the name of Secured Party
or its nominee,  as Pledgor's proxy with full power, in the same manner,  to the

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same extent and with the same effect as if Pledgor  were to do the same,  in the
sole discretion of Secured Party:

          (a) To call a meeting of the  shareholders  of the Company and to vote
     the Pledged Securities, to seek the consent of such shareholders, to remove
     the directors of the Company, or any of them, and to elect new directors of
     the  Company,  who  thereafter  shall  manage the  affairs of the  Company,
     operate its  properties  and carry on its business,  and otherwise take any
     action with respect to the business,  properties and affairs of the Company
     that such new directors shall deem necessary or appropriate, including, but
     not limited to, the  maintenance,  repair,  renewal or alteration of any or
     all of the  properties  of the Company,  the leasing,  subleasing,  sale or
     other disposition of any or all of such properties,  the borrowing of money
     on the credit of the Company (whether from Secured Party or others) that in
     the  judgment of such new  directors  shall be necessary to preserve any of
     such  properties or to discharge the  obligations  of the Company,  and the
     employment of any or all agents, attorneys,  counsel, or other employees as
     deemed by such new  directors to be necessary  for the proper  operation or
     conduct of the business, properties and affairs of the Company;

          (b) To  consent  to any and all  actions  by or  with  respect  to the
     Company for which consent of the  shareholders  of the Company is or may be
     necessary or appropriate; and

          (c) Without limitation,  to do all things that Pledgor can do or could
     do as  shareholder  of the  Company,  giving  Secured  Party  full power of
     substitution and revocation;

          provided,  however, that (i) the foregoing irrevocable proxy shall not
     be exercisable by Secured Party, and Pledgor alone shall have the foregoing
     powers, so long as no Event of Default has occurred and is continuing,  and
     (ii) this irrevocable  proxy shall terminate at such time as the Obligation
     has been fully and irrevocably  paid and performed.  The foregoing proxy is
     coupled with an interest  sufficient in law to support an irrevocable power
     and shall be  irrevocable  and shall  survive  the death or  incapacity  of
     Pledgor.  Pledgor hereby revokes any proxy or proxies  heretofore  given to
     any  person  or  persons  and  agrees  not to give  any  other  proxies  in
     derogation  hereof  until  such time as the  Obligation  has been fully and
     irrevocably paid and performed.

6. COVENANTS OF PLEDGOR

     6.1 Pledgor shall not sell, transfer, assign or otherwise dispose of any of
the Pledged  Securities  or any interest  therein  without  obtaining  the prior
written  consent of Secured Party and shall keep the Pledged  Securities free of
all  security  interests  or other  encumbrances  except  the lien and  security
interests granted herein.

     6.2 Pledgor shall pay when due all taxes,  assessments,  expenses and other
charges which may be levied or assessed against the Pledged Securities.

     6.3 Pledgor shall give Secured Party  immediate  written  notice of any (i)
change in  Pledgor's  name as set forth  above,  (ii) change in the  location of
Pledgor's  chief  executive  office,  (iii) change in the Company's  name as set

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forth above,  or (iv) change in the location of the  Company's  chief  executive
office.

     6.4 Pledgor, at its cost and expense,  shall protect and defend the Pledged
Securities,  this  Agreement  and all of the rights of Secured  Party  hereunder
against all claims and demands of other  parties.  Pledgor  shall pay all claims
and charges that in the  reasonable  opinion of Secured  Party might  prejudice,
imperil or  otherwise  affect the Pledged  Securities.  Pledgor  shall  promptly
notify Secured Party of any levy,  distraint or other seizure,  by legal process
or otherwise, of all or any part of the Pledged Securities and of any threatened
or filed claims or proceedings  that might in any way affect or impair the terms
of this Agreement.

     6.5 If  Pledgor  shall  fail to pay any  taxes,  assessments,  expenses  or
charges,  to  keep  all of the  Pledged  Securities  free  from  other  security
interests,  encumbrances or claims,  or to perform otherwise as required herein,
Secured Party may advance the monies necessary to pay the same or to so perform.

     6.6 All rights,  powers and  remedies  granted  Secured  Party  herein,  or
otherwise available to Secured Party, are for the sole benefit and protection of
Secured Party, and Secured Party may exercise any such right, power or remedy at
its option and in its sole and absolute  discretion without any obligation to do
so. In addition,  if, under the terms hereof, Secured Party is given two or more
alternative  courses  of  action,  Secured  Party may elect any  alternative  or
combination  of  alternatives  at  its  option  and  in its  sole  and  absolute
discretion.  All monies  advanced by Secured Party under the terms  hereof,  all
amounts  paid,  suffered or incurred by Secured Party under the terms hereof and
all  amounts  paid,  suffered or incurred  by Secured  Party in  exercising  any
authority granted herein,  including reasonable  attorneys' fees, shall be added
to the Obligation,  shall be secured hereby,  shall bear interest at the highest
rate  payable on the  Obligation  until  paid,  and shall be due and  payable by
Pledgor to Secured Party immediately without demand.

     6.7 Secured Party shall use such  reasonable  care in handling,  preserving
and protecting  the Pledged  Securities in its possession as it uses in handling
similar  property for its own account.  Secured  Party,  however,  shall have no
liability for the loss,  destruction or disappearance of any Pledged  Securities
unless there is affirmative  proof of a lack of due care; lack of due care shall
not be  implied  solely by virtue of any  loss,  destruction  or  disappearance.
Secured Party shall not be required to take any steps  necessary to preserve any
rights in the Pledged Securities  against prior parties or to protect,  perfect,
preserve  or  maintain  any  security  interest  given  to  secure  the  Pledged
Securities.

     6.8  Immediately  upon demand by Secured  Party,  Pledgor shall execute and
deliver to Secured Party such other and  additional  applications,  acceptances,
stock powers,  authorizations,  irrevocable proxies,  dividend and other orders,
chattel  paper,  instruments  or other  evidences  of  payment  and  such  other
documents as Secured Party may reasonably  request to secure the rights,  powers
and  authorities  intended to be conferred upon Secured Party by this Agreement.
All assignments and  endorsements by Pledgor shall be in such form and substance
as may be satisfactory to Secured Party.

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7. EVENTS OF DEFAULT; REMEDIES

     7.1 The  occurrence  of any of the  following  events or  conditions  shall
constitute and is hereby defined to be an "Event of Default":

          (a)  Any  failure  or  neglect  to  perform  or  observe  any  of  the
provisions,  conditions,  agreements,  or covenants of this  Agreement  and such
failure or neglect  either  cannot be  remedied  or, if it can be  remedied,  it
continues  unremedied  for a period of fifteen (15)  business days after written
notice thereof to Debtor.

          (b)  Any  warranty,  representation  or  statement  contained  in this
Agreement  shall be or shall  prove to have been false in any  material  respect
when made or furnished.

          (c) The occurrence of any default under any instrument  comprising the
Note, or any Event of Default under the Credit  Agreement or any other  document
or instrument  executed or delivered in connection with the  Obligation,  by any
Borrower.

     7.2 Upon the  occurrence of any Event of Default and at any time while such
Event of Default is continuing,  or as otherwise  allowed by Section 2.3 hereof,
Secured  Party shall have the  following  rights and  remedies and may do one or
more of the following:

          (a) Declare all or any part of the  Obligation to be  immediately  due
and  payable,  and the same,  with all costs and charges,  shall be  collectible
thereupon by action at law;

          (b) Transfer the Pledged  Securities  or any part thereof into its own
name or that of its nominee so that  Secured  Party or its nominee may appear of
record as the sole owner thereof;

          (c) Vote any or all of the Pledged  Securities  and give all consents,
waivers and  ratifications  in respect  thereof and  otherwise  act with respect
thereto as though it were the absolute owner thereof;

          (d) Exercise any and all rights of conversion, exchange, subscription,
or any other  rights,  privileges  or options  pertaining  to any of the Pledged
Securities  including,  but not  limited  to,  the  right  to  exchange,  at its
discretion, any or all of the Pledged Securities upon the merger, consolidation,
reorganization,  recapitalization  or other readjustment of any Company upon the
exercise  by  Pledgor  or  Secured  Party  of any  right,  privilege  or  option
pertaining  to any of the shares of the Pledged  Securities,  and in  connection
therewith  to deposit and deliver  such  shares of Pledged  Securities  with any
committee,  depository,  transfer agent, registrar or any other agency upon such
terms as Secured Party may determine without liability except to account for the
property actually received by it;

          (e) Receive and retain any dividend or other  distribution  on account
of the Pledged Securities; and

          (f) Sell any or all of the Pledged  Securities in accordance  with the
provisions hereof;

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but Secured  Party shall have no duty to exercise any of the  aforesaid  rights,
privileges or options and shall not be  responsible  for any failure to do so or
delay in so doing.  Pledgor  waives all  rights to be advised or to receive  any
notices,  statements or communications  received by Secured Party or its nominee
as the record owner of all or any of the Pledged  Securities.  Any cash received
and retained by Secured Party as additional  collateral hereunder may be applied
to payment in the manner provided in Subparagraph 7.3(c) below.

     7.3 In  connection  with  Secured  Party's  right to sell any or all of the
Pledged Securities,  upon the occurrence of any Event of Default and at any time
while such Event of Default is continuing:

          (a) (i)  Secured  Party shall have the right at any time and from time
     to time to sell, resell, assign and deliver, in its discretion,  all or any
     part  of the  Pledged  Securities  in one or  more  units,  at the  same or
     different  times,  and all  right,  title and  interest,  claim and  demand
     therein,  and right of  redemption  thereof,  at private sale, or at public
     sale to the highest  bidder for cash,  upon credit or for future  delivery.
     Pledgor hereby waives and releases to the fullest  extent  permitted by law
     any and all equity or right of redemption. If any of the Pledged Securities
     are sold by Secured Party upon credit or for future delivery, Secured Party
     shall not be liable for the failure of the purchaser to purchase or pay for
     same, and, in the event of any such failure,  Secured Party may resell such
     Pledged Securities.  In no event shall Pledgor be credited with any part of
     the  proceeds  of the sale of any  Pledged  Securities  until cash  payment
     thereof has actually been received by Secured Party.

          (ii) No  demand,  advertisement  or  notice,  all of which are  hereby
     expressly  waived,  shall be required in connection  with any sale or other
     disposition of all or any part of the Pledged  Securities that threatens to
     decline  speedily  in  value  or  that is of a type  customarily  sold on a
     recognized  market;  otherwise  Secured  Party shall give  Pledgor at least
     fifteen (15) days' prior notice of the time and place of any public sale or
     of the time after which any private  sale or other  dispositions  are to be
     made, which Pledgor agrees is reasonable, all other demands, advertisements
     and  notices  being  hereby  waived.  Upon any  sale,  whether  under  this
     Agreement or by virtue of judicial  proceedings,  Secured Party may bid for
     and purchase any or all of the Pledged Securities and, upon compliance with
     the terms of the sale, may hold, retain,  possess and dispose of such items
     in its own absolute right without further accountability,  and as purchaser
     at such sale, in paying the purchase  price,  may turn in any note or notes
     held by Secured  Party in lieu of cash up to the amount  that  would,  upon
     distribution   of  the  net  proceeds  of  such  sale  in  accordance  with
     Subparagraph  7.3(c) hereof, be payable to Secured Party. In the event that
     the amount so payable  thereon  shall be less than the amount due  thereon,
     the note or notes  turned  in (in lieu of cash)  shall be  returned  to the
     holder  thereof after being  properly  stamped to show the partial  payment
     effected by such purchase.

          (b) Pledgor  recognizes  that Secured  Party may be unable to effect a
sale to the  public  of all or a part of the  Pledged  Securities  by  reason of
prohibitions  contained in applicable  securities  laws, but may be compelled to

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resort to one or more  sales to a  restricted  group of  purchasers  who will be
obliged to agree,  among other things,  to acquire such Pledged  Securities  for
their own account,  for  investment and not with a view to the  distribution  or
resale  thereof.  Pledgor  agrees  that sales so made may be at prices and other
terms less favorable to the seller than if such Pledged  Securities were sold to
the public,  and that Secured  Party has no obligation to delay sale of any such
Pledged Securities for the period of time necessary to permit the issuer of such
Pledged  Securities to register the same for sale to the public under applicable
securities  laws.  Pledgor agrees that negotiated sales made under the foregoing
circumstances  shall be deemed to have  been made in a  commercially  reasonable
manner.

          (c) In all sales of Pledged  Securities,  public or  private,  Secured
Party  shall  apply the  proceeds  received  to the  payment of the  Obligation,
whether  or not then  due,  in the  order  and  manner  provided  in the  Credit
Agreement.

     7.4  Secured  Party  shall have the right,  for and in the name,  place and
stead of Pledgor, to execute  endorsements,  assignments or other instruments of
conveyance or transfer with respect to all or any of the Pledged  Securities and
any  instruments,  documents and statements that Pledgor is obligated to furnish
or  execute  hereunder.  Pledgor  shall  execute  and  deliver  such  additional
documents as may be necessary to enable Secured Party to implement such right.

     7.5 Pledgor shall pay all costs and expenses,  including without limitation
court  costs and  reasonable  attorneys'  fees,  incurred  by  Secured  Party in
enforcing  payment and performance of the Obligation or in exercising the rights
and remedies of Secured Party  hereunder.  All such costs and expenses  shall be
secured by this Agreement and by all other lien and security  documents securing
the  Obligation.  In the  event  of  any  court  proceedings,  court  costs  and
attorneys'  fees shall be set by the court and not by jury and shall be included
in any judgment obtained by Secured Party.

     7.6 In addition to any  remedies  provided  herein for an Event of Default,
Secured  Party shall have all the rights and remedies  afforded a secured  party
under the Uniform  Commercial  Code and all other legal and  equitable  remedies
allowed  under  applicable  law.  No  failure  on the part of  Secured  Party to
exercise any of its rights  hereunder  arising upon any Event of Default or when
such Event of Default is  continuing  shall be construed to prejudice its rights
upon the occurrence of any other or subsequent  Event of Default or continuation
thereof.  No delay on the part of Secured  Party in  exercising  any such rights
shall be construed  to preclude it from the  exercise  thereof at any time while
that Event of Default is  continuing.  Secured Party may enforce any one or more
rights or remedies hereunder successively or concurrently.  By accepting payment
or performance of any of the Obligation after its due date,  Secured Party shall
not thereby  waive the agreement  contained  herein that time is of the essence,
nor shall  Secured  Party waive  either its right to require  prompt  payment or
performance when due of the remainder of the Obligation or its right to consider
the failure to so pay or perform an Event of Default.

8. MISCELLANEOUS PROVISIONS

     8.1  The  acceptance  of this  Agreement  by  Secured  Party  shall  not be
considered a waiver of or in any way to affect or impair any other security that
Secured Party may have, acquire  simultaneously  herewith,  or hereafter acquire

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for the  payment  or  performance  of the  Obligation,  nor shall the  taking by
Secured  Party at any time of any such  additional  security be  construed  as a
waiver of or in any way to affect or impair the  right,  interest,  or  priority
granted herein;  Secured Party may resort, for the payment or performance of the
Obligation,  to its several  securities  therefor in such order and manner as it
may determine.

     8.2  Pledgor  waives and  agrees  not to  assert:  (i) any right to require
Secured Party to proceed against any Borrower, to proceed against or exhaust any
other  security  for the  Obligation,  to pursue any other  remedy  available to
Secured Party, or to pursue any remedy in any particular  order or manner;  (ii)
the benefits of any statute of  limitations  affecting the  enforcement  hereof;
(iii)  the  benefits  of  any  legal  or  equitable  doctrine  or  principle  of
marshalling;  (iv)  demand,  diligence,  presentment  for  payment,  protest and
demand,  and notice of  extension,  dishonor,  protest,  demand and  nonpayment,
relating to the Obligation; and (v) any benefit of, and any right to participate
in, any other security now or hereafter held by Secured Party.

     8.3 This  Agreement  shall be governed by and construed in accordance  with
the substantive laws (other than conflict laws) of the State of Arizona,  except
to the extent  Secured Party has greater  rights or remedies  under Federal law,
whether as a national  bank or  otherwise,  in which case such choice of Arizona
law shall not be deemed to deprive Secured Party of any such rights and remedies
as may be  available  under  Federal  law.  Each party  consents to the personal
jurisdiction and venue of the state courts located in Maricopa County,  State of
Arizona in connection with any controversy related to this Agreement, waives any
argument  that venue in any such  forum is not  convenient  and agrees  that any
litigation  initiated by any of them in connection  with this Agreement shall be
venued in the Superior Court of Maricopa County,  Arizona. The parties waive any
right to trial by jury in any action or  proceeding  based on or  pertaining  to
this Agreement or any of the Credit Documents.

     8.4 No  modification,  rescission,  waiver,  release  or  amendment  of any
provision of this Agreement shall be made except by a written agreement executed
by Pledgor and a duly authorized officer of Secured Party.

     8.5 This is a  continuing  agreement,  which shall remain in full force and
effect until actual receipt by Secured Party of written notice of its revocation
as to future  transactions and shall remain in full force and effect  thereafter
until all of the Obligation  incurred before the receipt of such notice, and all
of the Obligation  incurred  thereafter  under  commitments  extended by Secured
Party before the receipt of such notice,  shall have been paid and  performed in
full.

     8.6 No setoff  or claim  that  Pledgor  now has or may in the  future  have
against  Secured  Party shall  relieve  Pledgor  from paying or  performing  its
obligations hereunder.

     8.7 Time is of the essence  hereof.  When used in the singular,  "Borrower"
shall  mean  individually  any  signatory,  now  or  hereafter,  to  the  Credit
Agreement.  This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their heirs, personal representatives, successors and
assigns.  The term "Secured  Party" shall include not only the original  Secured
Party  hereunder but also any future owner and holder,  including  pledgees,  of
note or notes  evidencing the Obligation.  The provisions  hereof shall apply to

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<PAGE>
the parties according to the context thereof and without regard to the number or
gender of words or expressions used.

     8.8 All notices  required or permitted to be given hereunder shall be given
in accordance with the applicable provisions of the Credit Agreement.

     8.9 This Agreement may be executed in multiple counterparts, each of which,
when so executed,  shall be deemed an original but all such  counterparts  shall
constitute but one and the same agreement.

     8.10 A carbon,  photographic  or other  reproduced  copy of this  Agreement
and/or any financing  statement  relating  hereto shall be sufficient for filing
and/or recording as a financing statement.

     8.11 All  advances of  principal  under the Note shall be made to Borrowers
subject to and in  accordance  with the terms  thereof.  It is not necessary for
Secured  Party to  inquire  into the  powers of any  Borrower  or the  officers,
directors, partners or agents acting or purporting to act on its behalf. Pledgor
is and shall  continue to be fully  informed  as to all aspects of the  business
affairs of the Borrowers  that it deems relevant to the risks it is assuming and
hereby waives and fully discharges Secured Party from any and all obligations to
communicate  to  Pledgor  any  facts  of any  nature  whatsoever  regarding  the
Borrowers and the Borrowers' business affairs.

     8.12 Pledgor  authorizes Secured Party,  without notice or demand,  without
the  necessity  for any  additional  endorsements,  and  without  affecting  the
obligations  of Pledgor  hereunder or the  personal  liability of any person for
payment or performance  of the Obligation and without  affecting the lien or the
priority of the  Pledged  Securities,  from time to time,  at the request of any
person  primarily  obligated  therefor,  (i)  to  renew,   compromise,   extend,
accelerate  or  otherwise  change  the time for  payment or  performance  of, or
otherwise  change  the terms of,  all or any part of the  Obligation,  including
increase or  decrease  any rate of  interest  thereon;  (ii) take and hold other
security for the payment or performance of the Obligation and enforce, exchange,
substitute,  subordinate,  waive or release any such security; (iii) join in any
extension or  subordination  agreement;  or (iv) release any part of the Pledged
Securities from this Agreement.

     8.13 Each provision of this  Agreement  shall be interpreted in such manner
as to be effective and valid under  applicable law, but if any provision of this
Agreement is held to be void or invalid, the same shall not affect the remainder
hereof which shall be effective as though the void or invalid  provision had not
been contained herein.


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<PAGE>
     IN WITNESS  WHEREOF,  these  presents are executed as of the date indicated
above.

                                             GLOBAL ENTERTAINMENT CORPORATION, a
                                             Nevada corporation


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                       11
<PAGE>
                      ASSIGNMENT SEPARATE FROM CERTIFICATE


     FOR VALUE RECEIVED,  the undersigned does hereby sell,  assign and transfer
to COMERICA BANK, a Michigan  corporation,  (____) shares of CRAGAR  INDUSTRIES,
INC., a Delaware corporation (the "COMPANY"),  represented by certificate number
___ in the name of the undersigned on the books of the Company.

     The undersigned does hereby  irrevocably  constitute and appoint any person
acting on behalf of the Company as attorney to transfer said shares on the books
of the Company with full power of substitution in the premises.

     Dated as of November __, 2004.

                                             GLOBAL ENTERTAINMENT CORPORATION, a
                                             Nevada corporation


                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

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