Exhibit 10.1


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                                CREDIT AGREEMENT

                                 by and between

             GLOBAL ENTERTAINMENT CORPORATION, a Nevada corporation
          WESTERN PROFESSIONAL HOCKEY LEAGUE INC., a Texas corporation
           INTERNATIONAL COLISEUMS COMPANY, INC., a Nevada corporation
          GLOBAL ENTERTAINMENT MARKETING SYSTEMS, a Nevada corporation
                 CRAGAR INDUSTRIES, INC., a Delaware corporation
              GLOBAL ENTERTAINMENT TICKETING, a Nevada corporation

                                       and

                      COMERICA BANK, a Michigan corporation








                                   Dated as of

                                November __, 2004
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                                Table of Contents

                                                                            Page

ARTICLE 1 DEFINITION OF TERMS ...............................................  1

     1.1 Definitions ........................................................  1

     1.2 References .........................................................  6

     1.3 Accounting Terms ...................................................  6

ARTICLE 2 THE RLC ...........................................................  6

     2.1 RLC Commitment .....................................................  6

     2.2 Revolving Line of Credit ...........................................  7

     2.3 RLC Payments .......................................................  7

     2.4 Excess Balance Payment .............................................  8

     2.5 Conditions .........................................................  8

     2.6 Other RLC Advances by Lender .......................................  8

     2.7 Assignment .........................................................  8

ARTICLE 3 PAYMENTS, FEES AND PREPAYMENTS PROVISIONS .........................  8

     3.1 Payments ...........................................................  8

     3.2 Fees ...............................................................  9

     3.3 Computations .......................................................  9

     3.4 Maintenance of Accounts ............................................  9

     3.5 Prepayments ........................................................  9

ARTICLE 4 SECURITY .......................................................... 10

     4.1 Security ........................................................... 10

     4.2 Security Documents ................................................. 10

ARTICLE 5 CONDITIONS PRECEDENT .............................................. 10

     5.1 Initial or Any Subsequent Advance .................................. 10

     5.2 No Event of Default ................................................ 12

     5.3 No Material Adverse Effect ......................................... 12

     5.4 Representations and Warranties ..................................... 12

     5.5 Opinion of Counsel ................................................. 12

ARTICLE 6 REPRESENTATIONS AND WARRANTIES .................................... 12

     6.1 Recitals ........................................................... 12

     6.2 Organization and Good Standing ..................................... 12

                                       -i-
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                                Table of Contents
                                  (continued)


     6.3 Authorization and Power ............................................ 13

     6.4 Security Documents ................................................. 13

     6.5 No Conflicts or Consents ........................................... 13

     6.6 No Litigation ...................................................... 13

     6.7 Financial Condition ................................................ 13

     6.8 Taxes .............................................................. 13

     6.9 No Stock Purchase .................................................. 14

     6.10 Advances .......................................................... 14

     6.11 Enforceable Obligations ........................................... 14

     6.12 No Default ........................................................ 14

     6.13 ERISA ............................................................. 14

     6.14 Compliance with Law ............................................... 14

     6.15 Solvent ........................................................... 14

     6.16 Investment Company Act ............................................ 15

     6.17 Title ............................................................. 15

     6.18 Survival of Representations, Etc .................................. 15

     6.19 Environmental Matters ............................................. 15

     6.20 Licenses, Tradenames .............................................. 15

     6.21 License Agreements ................................................ 15

     6.22 Existing Indebtedness ............................................. 15

     6.23 Accuracy of Information ........................................... 15

     6.24 Lien Priority ..................................................... 15

ARTICLE 7 AFFIRMATIVE COVENANTS ............................................. 16

     7.2 Maintenance of Existence and Rights; Conduct of Business;
         Management ......................................................... 17

     7.3 Operations and Properties .......................................... 17

     7.4 Authorizations and Approvals ....................................... 17

     7.5 Compliance with Law ................................................ 17

     7.6 Payment of Taxes and Other Indebtedness ............................ 17

     7.7 Compliance Other Agreements ........................................ 17

     7.8 Compliance with Credit Documents ................................... 17

                                      -ii-
<PAGE>
                                Table of Contents
                                  (continued)


     7.9 Notice of Default .................................................. 17

     7.10 Other Notices ..................................................... 18

     7.11 Books and Records; Access; Audits ................................. 18

     7.12 ERISA Compliance .................................................. 18

     7.13 Further Assurances ................................................ 18

     7.14 Insurance ......................................................... 18

     7.15 Deposit Accounts .................................................. 19

     7.16 RLC Clean-Up ...................................................... 19

ARTICLE 8 NEGATIVE COVENANTS ................................................ 19

     8.1 Existence; Business; Management .................................... 19

     8.2 Amendments to Organizational Documents ............................. 20

     8.3 Sale of Assets ..................................................... 20

     8.4 Transfer Collateral ................................................ 20

     8.5 Distributions ...................................................... 20

     8.6 No Indebtedness .................................................... 20

     8.7 Guaranties ......................................................... 20

     8.8 Change in Ownership Control ........................................ 20

     8.9 Change or Suspension of Business ................................... 20

     8.10 Employee Loans .................................................... 21

     8.11 Loans; Equity Investments ......................................... 21

     8.12 Liens ............................................................. 21

     8.13 Margin Stock ...................................................... 21

     8.14 Consolidated Financial Covenants .................................. 21

     8.15 No Further Assignment ............................................. 21

ARTICLE 9 EVENTS OF DEFAULT ................................................. 21

     9.1 Events of Default .................................................. 21

     9.2 Remedies Upon Event of Default ..................................... 24

     9.3 Performance by Lender .............................................. 25

ARTICLE 10 MISCELLANEOUS .................................................... 25

     10.1 Global as Agent ................................................... 25

                                     -iii-
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                                Table of Contents
                                  (continued)


     10.2 Right of First Refusal ............................................ 25

     10.3 Modification ...................................................... 26

     10.4 Waiver ............................................................ 26

     10.5 Payment of Expenses ............................................... 26

     10.6 Notices ........................................................... 26

     10.7 Governing Law; Jurisdiction, Venue; Waiver of Jury Trial .......... 27

     10.8 Invalid Provisions ................................................ 27

     10.9 Binding Effect .................................................... 27

     10.10 Entirety ......................................................... 27

     10.11 Headings ......................................................... 28

     10.12 No Third Party Beneficiary ....................................... 28

     10.13 Joint Liability .................................................. 28

     10.14 Time ............................................................. 28

     10.15 Schedules and Exhibits Incorporated .............................. 29

     10.16 Counterparts ..................................................... 29

                                      -iv-
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EXHIBITS:

         Exhibit A                  "RLC Advance Request"

         Exhibit B                  "Compliance Certificate"


SCHEDULES:

         Schedule 6.6               "Pending Litigation"

         Schedule 6.20              "Trademarks and Tradenames"

         Schedule 6.21              "License Agreements"

         Schedule 6.22              "Existing Indebtedness"



                                      -v-
<PAGE>
                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT  (together with any amendments or modifications,  the
"CREDIT AGREEMENT"), is entered into as of this ___ day of November, 2004 by and
between  Global  Entertainment  Corporation,  a Nevada  corporation  ("GLOBAL"),
Western  Professional  Hockey  League Inc., a Texas  corporation,  International
Coliseums Company,  Inc., a Nevada corporation,  Global Entertainment  Marketing
Systems, a Nevada corporation,  Cragar Industries,  Inc., a Delaware corporation
("CRAGAR")   and   Global   Entertainment   Ticketing,   a  Nevada   corporation
(collectively,  the  "BORROWERS"  and, each  individually,  a  "BORROWER"),  and
Comerica Bank, a Michigan corporation (the "LENDER").

     The Borrowers  have  requested  that Lender extend to Borrowers a revolving
line of credit  facility  (the "RLC")  with an agreed  upon credit  limit of One
Million Dollars ($1,000,000.00) to provide working capital. Lender has agreed to
extend such financial accommodations subject to the terms and provisions of this
Agreement.  Therefore,  in  consideration of the mutual covenants and conditions
hereof, the Borrowers and Lender hereto agree as follows:

                                   ARTICLE 1

                               DEFINITION OF TERMS

     1.1  DEFINITIONS.  For the  purposes of this Credit  Agreement,  unless the
context  otherwise  requires,  the  following  terms  shall have the  respective
meanings assigned to them in this Article 1 or in the Section hereof referred to
below:

         "ASSIGNMENT": See Section 4.1(b) hereof.

         "AUTHORIZED  OFFICER"  means one or more  officers of any Borrower duly
authorized (and so certified to Lender by an officer of any Borrower pursuant to
a certificate  of authority and  incumbency  from time to time  satisfactory  to
Lender in the exercise of Lender's  reasonable  discretion),  acting  alone,  to
request RLC Advances under the  provisions of this Credit  Agreement and execute
and  deliver  documents,   instruments,   agreements,  reports,  statements  and
certificates in connection herewith.

         "BANKING  DAY" means a day of the year on which banks are not  required
or authorized to close in Detroit, Michigan and/or Phoenix, Arizona.

         "BASE RATE" means the rate per annum equal to the sum of the Prime Rate
plus one percent (1%).

         "BORROWER(S)": See the Preamble hereto.

         "CAPITAL  EXPENDITURES"  means for any specified period, the sum of all
expenditures  capitalized  for financial  statement  purposes in accordance with
GAAP (whether payable in cash or other property or accrued as a liability).

         "CLOSING  DATE" means the date of  delivery  of this  Credit  Agreement
fully executed by each Borrower and Lender.

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         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COLLATERAL" means all property subject to the Security Documents.

         "COMPLIANCE CERTIFICATE": See Section 7.1(c) hereof.

         "CONSOLIDATED  EBITDA" means  Consolidated  Net Income (or Loss) of the
Consolidated  Entities  plus  the  sum of all  interest  expense,  tax  expense,
depreciation and amortization expense (as deducted in computing Consolidated Net
Income (or Loss)).

         "CONSOLIDATED  ENTITIES" means, with respect to financial computations,
those entities required to be consolidated in the financial statements of Global
prepared in accordance with GAAP.

         "CONSOLIDATED  NET  INCOME  (OR  LOSS)"  means,  for  any  period,  the
consolidated net income (or loss) of the Consolidated Entities.

         "CONSOLIDATED  TANGIBLE NET WORTH" means as of any  applicable  date of
determination,  the excess of (i) the  consolidated net book value of all assets
of the  Consolidated  Entities  after  all  appropriate  deductions  (including,
without   limitation,   reserves   for   doubtful   receivables,   obsolescence,
depreciation and  amortization),  over (ii) the Consolidated  Total Liabilities.
For  purposes  of  calculating  the   Consolidated   Tangible  Net  Worth,   the
consolidated  net book  value of the  Consolidated  Entities  shall not  include
intangible assets,  including without limitation goodwill and any amount due and
payable from any shareholder,  officer,  director,  employee or affiliate of any
Borrower.

         "CONSOLIDATED  TOTAL CURRENT  ASSETS" means,  as of any date, the total
consolidated assets of the Consolidated  Entities that would be shown as current
assets on the consolidated balance sheet of Global.

         "CONSOLIDATED  TOTAL CURRENT  LIABILITIES"  means,  as of any date, the
total consolidated  liabilities of the Consolidated Entities that would be shown
as current liabilities on the balance sheet of Global.

         "CONSOLIDATED   TOTAL   LIABILITIES"   means  all  of  the  direct  and
non-contingent liabilities of the Consolidated Entities.

         "CONTROL"  when used  with  respect  to any  Person  means  the  power,
directly  or  indirectly,  to direct the  management  policies  of such  Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.  Provided,  however,  any  distribution  of shares or other equity in
Global by any existing  shareholder(s) to its affiliates or equity holders shall
not be considered a Change in Control.

         "CONTROLLED  GROUP" means,  severally and collectively,  the members of
the group controlling,  controlled by and/or in common control of Global, within
the meaning of Section 4001(b) of ERISA.

                                       2
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         "CREDIT AGREEMENT": See the Preamble hereto.

         "CREDIT DOCUMENTS" means this Credit Agreement, the Note (including any
renewals,  extensions and refundings  thereof),  the Security  Documents and any
written  agreements,  certificates or documents (and with respect to this Credit
Agreement and such other written  agreements  and  documents,  any amendments or
supplements thereto or modifications  thereof) executed or delivered pursuant to
the terms of this Credit Agreement.

         "CURRENT  RATIO"  shall  mean,  as of  each  Quarterly  End  Date,  the
numerical  ratio  of (a)  the  Consolidated  Total  Current  Assets  to (b)  the
Consolidated Total Current Liabilities.

         "DEFAULT RATE" means at any time five percentage  points per annum over
the Base Rate.

         "DOLLARS" and the sign "$" mean lawful currency of the United States of
America.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended,  together  with all final and  permanent  regulations  issued  pursuant
thereto.  References  herein to sections and  subsections of ERISA are deemed to
refer to any successor or substitute provisions therefor.

         "EVENT OF DEFAULT": See SECTION 9.1 hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934.

         "FINANCIAL COVENANTS": See SECTION 8.14 hereof.

         "GAAP"  means  those  generally  accepted  accounting   principles  and
practices  which are  recognized as such by the American  Institute of Certified
Public  Accountants  acting  through its Accounting  Principles  Board or by the
Financial  Accounting  Standards  Board or through other  appropriate  boards or
committees thereof and which are consistently  applied for all periods after the
date hereof so as to properly reflect the financial  condition,  and the results
of operations  and changes in the financial  position,  of any Borrower,  except
that any  accounting  principle  or practice  required to be changed by the said
Accounting  Principles Board or Financial  Accounting  Standards Board (or other
appropriate  board or  committee  of the said  Boards) in order to continue as a
generally accepted accounting principle or practice may be so changed.

         "GOVERNMENTAL   AUTHORITY"  means  any  government  (or  any  political
subdivision  or  jurisdiction   thereof),   court,   bureau,   agency  or  other
governmental  authority  having  jurisdiction  over any  Borrower  or any of its
business, operations or properties.

         "INDEBTEDNESS"  of a  Person  means  each  of  the  following  (without
duplication):  (a) obligations of that Person to any other Person for payment of
borrowed  money,  (b) capital lease  obligations,  (c) notes and drafts drawn or
accepted by that Person payable to any other Person, whether or not representing
obligations  for borrowed  money (but without  duplication of  indebtedness  for
borrowed  money),  (d) any  obligation  for the  purchase  price of property the
payment of which is deferred  for more than one year or  evidenced  by a note or
equivalent instrument,  (e) guarantees of Indebtedness of third parties, and (f)

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a recourse or nonrecourse payment obligation of any other Person that is secured
by a Lien on any  property  of the first  Person,  whether or not assumed by the
first Person, up to the fair market value (from time to time) of such property.

         "INTEREST  PAYMENT  DATE" means the first day of each  month,  provided
that if any such day is not a Banking Day, then such Interest Payment Date shall
be the next succeeding Banking Day.

         "LENDER": See the Preamble hereto.

         "LETTER ASSIGNMENT": See Section 4.1(c) hereof.

         "LIEN" means any lien, mortgage,  security interest,  tax lien, pledge,
encumbrance,  conditional  sale or title  retention  arrangement,  or any  other
interest in property  designed to secure the repayment of  Indebtedness  whether
arising by agreement or under any statute or law, or otherwise.

         "MATERIAL ADVERSE EFFECT" means any circumstance or event which (i) has
any material  adverse effect upon the validity or  enforceability  of any Credit
Document,  (ii)  materially  impairs the ability of Borrowers  to fulfill  their
obligations under the Credit  Documents,  or (iii) causes an Event of Default or
any event  which,  with  notice or lapse of time or both,  would  reasonably  be
expected to become an Event of Default.

         "MAXIMUM RLC LOAN AMOUNT": See Section 2.1 hereof.

         "MINIMUM  2005 NET WORTH":  means  $375,000 plus  seventy-five  percent
(75%) of the Consolidated Net Income on an annual basis,  with no reductions for
losses.

         "NOTE"  means  that  certain  Revolving  Promissory  Note of even  date
herewith in the amount of the RLC, executed by Borrowers and delivered  pursuant
to the terms of this Credit Agreement,  together with any renewals,  extensions,
modifications or replacements thereof.

         "OBLIGATION" means all present and future indebtedness, obligations and
liabilities of each Borrower to Lender, and all renewals and extensions thereof,
or any part thereof, arising pursuant to this Credit Agreement or represented by
the  Note,  including  without  limitation  the RLC and  all  interest  accruing
thereon,  and attorneys' fees incurred in the enforcement or collection thereof,
regardless of whether such indebtedness, obligations and liabilities are direct,
indirect, fixed, contingent,  joint, several or joint and several; together with
all  indebtedness,  obligations  and  liabilities of each Borrower  evidenced or
arising  pursuant to any of the other  Credit  Documents,  and all  renewals and
extensions thereof, or part thereof.

         "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation,   and  any
successor  to  all  or  substantially   all  of  the  Pension  Benefit  Guaranty
Corporation's functions under ERISA.

         "PERMITTED LIENS" means:

               (a) Liens in Lender's favor.

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               (b) Liens for taxes and  assessments  not delinquent or which are
          being contested in good faith by appropriate proceedings.

               (c) Liens  agreed to in  writing by Lender  prior to the  Closing
          Date.

               (d) Liens  related to leases of personal or real property made in
          the ordinary course of business.

               (e) Liens in  respect  of  pledges  or  deposits  under  workers'
          compensation  or similar laws,  carrier,  warehouseman,  contractor or
          subcontractor,  landlord,  mechanics, laborer, materialman and similar
          liens in the ordinary  course of business if the  obligations  secured
          thereby are not  delinquent,  and liens evidenced by UCC filings filed
          by equipment lessors pursuant to bona fide equipment leases other than
          in connection with lease transactions  deemed to constitute  financing
          arrangements under applicable law.

         "PERSON"  includes an  individual,  a corporation,  a joint venture,  a
partnership,   a  trust,  a  limited   liability   company,   an  unincorporated
organization or a government or any agency or political subdivision thereof.

         "PLAN" means an employee  defined benefit plan or other plan maintained
by any Borrower for  employees of any Borrower and covered by Title IV of ERISA,
or subject to the minimum funding standards under Section 412 of the Code.

         "PRIME RATE" means the interest  rate per annum  publicly  announced by
Lender,  or its successors,  as its "prime rate" as in effect from time to time.
Borrowers  acknowledge that the Prime Rate is not necessarily the best or lowest
rate  offered by Lender and Lender may lend to its  customers  at rates that are
at, above or below its Prime Rate.

         "QUARTERLY END DATE" means each August 31, November 30, February 28 and
May 31.

         "REGULATION U" means Regulation U promulgated by the Board of Governors
of the Federal  Reserve  System,  12 C.F.R.  Part 221,  or any other  regulation
hereafter promulgated by said Board to replace the prior Regulation U and having
substantially the same function.

         "REGULATORY  CHANGE" means any change  effective after the date of this
Credit Agreement in United States federal,  state, or foreign law,  regulations,
or rules or the  adoption  or  making  after  such  date of any  interpretation,
directive, or request applying to a class of banks including Lender, of or under
any United States federal, state, or foreign law, regulation or rule (whether or
not having the force of law) by any court or governmental or monetary  authority
charged with the interpretation or administration thereof.

         "REPORTABLE EVENT" means any "reportable event" as described in Section
4043(b) of ERISA with  respect to which the thirty  (30) day notice  requirement
has not been waived by the PBGC.

         "RLC": See the Preamble hereto.

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         "RLC ADVANCE" means a disbursement of the proceeds of the RLC.

         "RLC CLEAN-UP": See Section 7.16 hereof.

         "RLC COMMITMENT" means One Million And No/100 Dollars ($1,000,000.00).

         "RLC MATURITY DATE" means November __, 2005.

         "RLC NON-USE FEE": See Section 3.2(a) hereof.

         "SEC" means the Securities and Exchange Commission.

         "SECURITY AGREEMENT": See SECTION 4.1(A) hereof.

         "SECURITY DOCUMENTS": See SECTION 4.2 hereof.

     1.2 REFERENCES.  Capitalized terms shall be equally  applicable to both the
singular  and the  plural  forms of the terms  therein  defined.  References  to
"Credit Agreement," "this Agreement," "herein," "hereof,"  "hereunder," or other
like words mean this  Credit  Agreement  as amended,  supplemented,  restated or
otherwise modified and in effect from time to time.

     1.3 ACCOUNTING TERMS.  Except as expressly provided to the contrary herein,
all  accounting  terms shall be interpreted  and all  accounting  determinations
shall be made on a consolidated  basis, if applicable,  in accordance with GAAP.
To the  extent any  change in GAAP  affects  any  computation  or  determination
required to be made  pursuant  to this Credit  Agreement,  such  computation  or
determination  shall be made as if such change in GAAP had not  occurred  unless
the Borrowers  and Lender agree in writing on an adjustment to such  computation
or  determination to account for such change in GAAP. Any report not prepared in
accordance  with GAAP shall not satisfy  Borrowers'  obligation  to provide such
report hereunder, unless the deviation from GAAP is occasioned by the absence of
agreement by Lender on any adjustment computations or determinations following a
change in GAAP applicable to Borrowers.

                                   ARTICLE 2

                                     THE RLC

     2.1 RLC  COMMITMENT.  Subject to the  conditions  herein set forth,  Lender
agrees  to make  the RLC  available  to or for the  benefit  of  Borrowers,  and
Borrowers may draw upon the RLC, in the manner and upon the terms and conditions
herein  expressed,  amounts that shall not exceed One Million and NO/100 Dollars
($1,000,000.00) (the "MAXIMUM RLC LOAN AMOUNT").

     2.2 REVOLVING LINE OF CREDIT.

          (a)  Subject  to the terms  and  conditions  set forth in this  Credit
     Agreement,  the RLC shall be a revolving line of credit,  against which RLC
     Advances may be made to Borrowers, repaid by Borrowers and new RLC Advances
     made to  Borrowers,  as  Borrowers  may request,  provided  that (i) no RLC
     Advance shall be made if an Event of Default shall be  continuing,  (ii) no
     RLC  Advance  shall be made  that  would  cause the  outstanding  principal

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<PAGE>
     balance of the RLC to exceed the Maximum RLC Loan Amount,  and (iii) no RLC
     Advance shall be made on or after the RLC Maturity Date.

          (b) The RLC shall be evidenced by the Note.

          (c) RLC Advances  may be made for the purpose of  providing  Borrowers
     financing for working capital.

     2.3 RLC PAYMENTS. The RLC shall bear interest and be payable to Lender upon
the following terms and conditions:

          (a) Interest shall accrue on the unpaid principal of an RLC Advance at
     the Base Rate.

          (b) All accrued and unpaid  interest  shall be due and payable on each
     Interest Payment Date.

          (c) The  entire  unpaid  principal  balance,  all  accrued  and unpaid
     interest,  and all other  amounts  payable  under the Note shall be due and
     payable in full on the RLC Maturity Date.

          (d)  Subject  to all of the other  terms and  conditions  hereof,  RLC
     Advances  may be made (1)  upon  written  request  in  accordance  with the
     procedures  described below, or (2) automatically,  in an amount sufficient
     to cover  all  outstanding  checks,  drafts,  and other  debits to  account
     ______________.

          (e) Each  request for an RLC Advance  given  pursuant to clause (1) of
     Section  2.3(d)  shall be  substantially  in the form  attached  hereto  as
     Exhibit "A" from an Authorized  Officer and shall, in addition to complying
     with the other requirements in this Agreement,  specify the date and amount
     of the requested RLC Advance.

          (f) Each request for an RLC Advance shall be  irrevocable  and binding
     upon  Borrowers  once the request is received  by Lender.  Borrowers  shall
     indemnify Lender against any cost, loss, or expense incurred by Lender as a
     result of Borrowers' failure to fulfill, on or before the date specified in
     an RLC Advance request,  the conditions to such RLC Advance,  including any
     cost, loss, or expense incurred by reason of the liquidation of deposits or
     other funds acquired by Lender to fund such RLC Advance.

          (g) If any payment of interest  and/or  principal  is not  received by
     Lender within fifteen (15) days after such payment is due, then in addition
     to the remedies  conferred upon Lender under the Credit  Documents,  a late
     charge of five percent (5%) of the amount of the installment due and unpaid
     will be added to the delinquent amount to compensate Lender for the expense
     of handling the delinquency for any such payment,  regardless of any notice
     or cure period.

          (h) Upon the  occurrence  of an Event of Default  and at any time when
     such Event of Default is  continuing,  the unpaid  principal  balance,  all
     accrued and unpaid interest and all other amounts  payable  hereunder shall
     bear interest at the Default Rate.

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     2.4 EXCESS BALANCE  PAYMENT.  There shall be due and payable from Borrowers
to Lender,  and Borrowers shall  immediately repay to Lender any amount by which
the  outstanding  principal  balance of the RLC  exceeds  the  Maximum  RLC Loan
Amount.

     2.5  CONDITIONS.  Lender shall have no  obligation  to make any RLC Advance
unless and until all of the conditions and requirements of this Credit Agreement
are fully  satisfied.  However,  Lender in its sole and absolute  discretion may
elect to make one or more RLC Advances prior to full satisfaction of one or more
such conditions and/or requirements. Notwithstanding that such an RLC Advance or
RLC Advances are made, such unsatisfied conditions and/or requirements shall not
be waived or released  thereby.  Borrowers shall be and continue to be obligated
to fully satisfy such conditions and  requirements,  and Lender, at any time, in
Lender's sole and absolute  discretion,  may stop making RLC Advances  until all
conditions and requirements are fully satisfied.

     2.6 OTHER RLC ADVANCES BY LENDER.  Lender,  after giving  fifteen (15) days
prior written notice to Borrowers to allow for corrective  action,  from time to
time,  may make RLC  Advances in any amount in payment of accrued and unpaid (i)
interest  accrued and payable upon the RLC,  (ii) any charges and expenses  that
are the  obligation  of  Borrowers  under this Credit  Agreement or any Security
Document,  and (iii) any charges or matters  necessary  to preserve the property
encumbered  by the  Security  Documents or to cure any still  existing  Event of
Default.

     2.7 ASSIGNMENT. Borrowers shall have no right to any RLC Advance other than
to have the  same  disbursed  by  Lender  in  accordance  with the  disbursement
provisions  contained  in this Credit  Agreement.  Any  assignment  or transfer,
voluntary or involuntary,  of this Credit Agreement or any right hereunder shall
not be binding  upon or in any way affect  Lender  without its written  consent;
Lender  may  make  RLC  Advances  under  the  disbursement   provisions  herein,
notwithstanding any such assignment or transfer.

                                   ARTICLE 3

                    PAYMENTS, FEES AND PREPAYMENTS PROVISIONS

     3.1 PAYMENTS.

          (a) All  payments  and  prepayments  by  Borrowers of principal of and
     interest  on the Note  and all  fees,  expenses  and any  other  Obligation
     payable to Lender in  connection  with the RLC shall be  nonrefundable  and
     made in Dollars  or  immediately  available  funds to Lender not later than
     2:00 p.m., (Phoenix, Arizona local time) on the dates called for under this
     Credit  Agreement,  at the  office  of Lender in  Phoenix,  Arizona.  Funds
     received after such hour shall be deemed to have been received by Lender on
     the next Banking Day.

          (b) Unless  otherwise  required by  applicable  law,  payments will be
     applied  first to accrued,  unpaid  interest,  then to  principal,  and any
     remaining  amount to any unpaid  collection  costs,  late charges and other
     charges;  provided,  however,  upon an Event of Default  and at any time in
     which such Event of Default is  continuing,  Lender  reserves  the right to

                                       8
<PAGE>
     apply payments among principal,  interest,  late charges,  collection costs
     and other charges at its discretion.

          (c)  Whenever any payment to be made  hereunder  shall be stated to be
     due on a day which is not a Banking Day,  such payment shall be made on the
     next succeeding  Banking Day, and such extension of time shall in such case
     be included in the computation of interest,  commission or fee, as the case
     may be.

     3.2 FEES.

          (a)  Borrowers  agree to pay Lender a quarterly  fee (the "RLC NON-USE
     FEE") in an  annualized  amount equal to one-fourth  percent  (.25%) of the
     average  daily  undrawn  balance  of the RLC  Commitment  during  the prior
     calendar  quarterly period. The RLC Non-Use Fee shall initially accrue from
     the Closing  Date and shall be due and  payable in arrears  within ten (10)
     Banking Days after written  notice of such amount due by Lender to Borrower
     and shall be non-refundable.  Notwithstanding  this Section 3.2(a), the RLC
     Non-Use Fee shall not accrue during the period of time constituting the RLC
     Clean-up as required under Section 7.16 hereof.

          (b)  Borrowers  agree to pay Lender a commitment  fee in the amount of
     Five  Thousand and NO/100  Dollars  ($5,000.00)  on or prior to the Closing
     Date, which amount shall be non-refundable.

     3.3 COMPUTATIONS. All fees and interest shall be computed on the basis of a
year of 360-days/year  and accrue on a daily basis for the actual number of days
elapsed.

     3.4 MAINTENANCE OF ACCOUNTS.  Lender shall maintain, in accordance with its
usual practice,  an account or accounts evidencing the indebtedness of Borrowers
and the  amounts  payable  and paid  from time to time  hereunder.  In any legal
action or  proceeding in respect of this Credit  Agreement,  the entries made in
the ordinary  course of business in such  account or accounts  shall be evidence
(but shall not be conclusive) of the existence and amounts of the obligations of
Borrowers  therein  recorded.  The failure to record any such amount  shall not,
however,  limit or otherwise  affect the  obligations of Borrowers  hereunder to
repay all amounts owed hereunder,  together with all interest accrued thereon as
provided in the Note.

     3.5  PREPAYMENTS.  Borrowers may, on same day notice to Lender,  prepay the
outstanding  principal  balance of the RLC in whole or in part at any time prior
to the RLC Maturity Date, without penalty, fee or other charge.

                                   ARTICLE 4

                                    SECURITY

     4.1 SECURITY.  So long as Lender has any commitment to make any RLC Advance
hereunder,  Borrowers shall cause the RLC and Borrower's  obligations under this
Credit Agreement to be secured at all times by:

                                       9
<PAGE>
          (a) A valid and  effective  security  agreement  and  assignment  (the
     "SECURITY  AGREEMENT"),  duly executed and delivered by or on behalf of the
     Borrowers granting Lender a valid and enforceable  security interest in all
     of their personal property as described therein;

          (b) A valid and effective  assignment and pledge (the "ASSIGNMENT") of
     all issued and  outstanding  shares of stock of Cragar,  duly  executed and
     delivered by Global; and

          (c) A letter  agreement  executed by the Borrowers in favor of Lender,
     assigning  all letters of credit now existing or  hereafter  issued for the
     benefit of any Borrower (the "LETTER AGREEMENT").

     4.2 SECURITY  DOCUMENTS.  All of the  documents  required by this Article 4
shall be in form satisfactory to Lender and Lender's counsel, and, together with
any  financing  statements  for  filing  and/or  recording  and any other  items
required  by Lender  to fully  perfect  and  effectuate  the liens and  security
interests of Lender contemplated by the Security Agreement, the Assignment,  the
Letter  Agreement and this Credit  Agreement,  may  heretofore or hereinafter be
referred to as the "SECURITY DOCUMENTS."

                                   ARTICLE 5

                              CONDITIONS PRECEDENT

     The  obligation  of Lender to make any RLC  Advance  is subject to the full
prior  satisfaction  on or prior to the Closing Date (or thereafter if specified
below) of each of the following conditions precedent:

     5.1 INITIAL OR ANY SUBSEQUENT ADVANCE.  Prior to its making the initial RLC
Advance or any subsequent RLC Advance, Lender shall have received on or prior to
the Closing Date (or  thereafter if specified  below) the following each in form
and substance reasonably satisfactory to Lender:

          (a)  PAYMENT OF FEES.  Payment of all of  Lender's  fees  incurred  in
     connection  with the  transaction  contemplated  hereby,  including but not
     limited to the Commitment Fee and attorneys' fees.

          (b) THIS CREDIT AGREEMENT.  This Credit  Agreement,  duly executed and
     delivered to Lender by Borrowers.

          (c) THE NOTE. The RLC Note,  duly executed and delivered by Borrowers,
     drawn to the order of Lender and otherwise as provided in Article 2 hereof.

          (d)  ORGANIZATIONAL  DOCUMENTS.  A copy of the current  organizational
     documents of each Borrower,  including all amendments thereto, certified as
     current and complete as of the Closing Date by such Borrower, together with
     evidence as of the Closing Date (or  thereafter  if requested by Lender) of
     said entity's good standing in its state of formation and every other state
     in which such entity is operating.

                                       10
<PAGE>
          (e)  CERTIFICATE.  A certificate  of each  Borrower,  signed by a duly
     appointed  officer  thereof and issued as of the Closing  Date,  certifying
     that (i) attached thereto is a true and complete copy of the organizational
     documents  of  said  entity  in  effect  on  the  date  of  passage  of the
     resolutions  described immediately below and at all subsequent times to and
     including the date of the certificate,  (ii) attached thereto is a true and
     complete  copy of the  resolutions  duly adopted  authorizing  the RLC, the
     execution,  delivery,  and performance of this Credit Agreement,  the Note,
     the Credit Documents,  and all advances of credit hereunder,  and that such
     resolutions have not been modified,  rescinded,  or amended and are in full
     force  and  effect,  (iii) no change  has been  made to its  organizational
     documents  other than as  reflected  in the copies,  certified by Borrower,
     submitted in  connection  with the delivery of this Credit  Agreement or as
     approved in writing by Lender, and (iv) set forth therein and appropriately
     identified are the names,  current official  titles,  and signatures of the
     officers of said entity  authorized to sign this Credit Agreement and other
     documents to be delivered  hereunder  and/or to act as Authorized  Officers
     hereunder.

          (f) SECURITY  AGREEMENT.  The Security  Agreement,  duly  executed and
     delivered to Lender by Borrowers.

          (g) FINANCING  STATEMENTS.  Financing  statements,  duly  delivered to
     Lender by Borrower.

          (h) COMPLIANCE CERTIFICATE. A Compliance Certificate,  indicating that
     Borrowers are in compliance  with the Financial  Covenants as of August 31,
     2004.

          (i)  GLOBAL'S   FINANCIAL   STATEMENTS.   Global's   August  31,  2004
     consolidated quarterly financial statement.

          (j) AUDITED FINANCIAL STATEMENTS. Global's consolidated audited annual
     financial  statement including its balance sheet as of the close of May 31,
     2004 and a  statement  of  income  and a  statement  of cash  flows of each
     Borrower for such fiscal year,  together with a reconciliation  of Global's
     capital  balance  accounts as of the close of such fiscal  period,  in each
     case  (other  than for the  year  ending  May 31,  2004)  setting  forth in
     comparative  form  the  figures  for  the  preceding  fiscal  year,  all in
     reasonable  detail and  accompanied  by an unqualified  opinion  thereon of
     independent public accountants selected by Global and reasonably acceptable
     to Lender  (with Semple & cooper LLP being  acceptable  to Lender as of the
     Closing  Date),  to the effect  that such  financial  statements  have been
     prepared in  accordance  with GAAP,  which  shall be in form and  substance
     reasonably acceptable to Lender.

          (k) ASSIGNMENT OF EQUITY INTERESTS.  A valid and effective  Assignment
     of all issued and outstanding shares of stock of Cragar.

          (l) ASSIGNMENT OF LETTERS OF CREDIT. A valid and effective  assignment
     of all Letters of Credit now existing or  hereafter  issued for the benefit
     of any Borrower.

          (m)  COPIES  OF STOCK  CERTIFICATES  EVIDENCING  OWNERSHIP  INTERESTS.
     Delivery of all stock  certificates  evidencing  an  ownership  interest in
     Cragar.

                                       11
<PAGE>
          (n) INSURANCE.  Evidence satisfactory to Lender that the Borrowers are
     in  compliance  with all  insurance  requirements  contained  in the Credit
     Documents.

          (o) ADDITIONAL  INFORMATION.  Such other  information and documents as
     may reasonably be required by Lender or Lender's counsel.

     5.2 NO EVENT OF DEFAULT.  No Event of Default  known to any Borrower  shall
have  occurred  and be  continuing,  or result from  Lender's  making of any RLC
Advance.

     5.3 NO MATERIAL ADVERSE EFFECT. Since the date of the most recent financial
statements provided to Lender by Borrowers, no change shall have occurred in the
business or financial  condition of any Borrower that has or could reasonably be
expected to have a Material Adverse Effect.

     5.4  REPRESENTATIONS  AND WARRANTIES.  The  representations  and warranties
contained  in  Article  6  hereof  shall  be true and  correct  in all  material
respects, with the same force and effect as though made on and as of the Closing
Date  (other than those of such  representations  which by their  express  terms
speak to a date prior to that date, which representations shall, in all material
respects, be true and correct as of such respective date).

     5.5 OPINION OF COUNSEL.  Borrowers shall provide on or prior to the Closing
Date an opinion of counsel in form and substance reasonably acceptable to Lender
including,  but not  limited  to,  opinions  regarding  the  existence  and,  if
applicable, good standing of each Borrower and the enforceability of each of the
Credit Documents.

                                   ARTICLE 6

                         REPRESENTATIONS AND WARRANTIES

     To induce Lender to execute this Credit Agreement, each Borrower represents
and warrants to Lender that:

     6.1  RECITALS.  The recitals  and  statements  of intent  appearing in this
Credit Agreement are true and correct.

     6.2 ORGANIZATION AND GOOD STANDING. It is duly organized,  validly existing
and in good standing in all states  and/or  countries in which the nature of its
business  and property  makes such  qualifications  necessary.  It has the legal
power and  authority  to own its  properties  and  assets  and to  transact  the
business  in which it is engaged  and is or will be  qualified  in those  states
and/or countries  wherein the nature of its proposed  business and property will
make such qualifications necessary in the future.

     6.3  AUTHORIZATION  AND POWER.  It has the corporate power and authority to
execute,  deliver and  perform  this  Credit  Agreement,  the Note and the other
Credit  Documents to be executed by it; it is duly  authorized to, and has taken
all action, organizational or otherwise,  necessary to authorize it to, execute,
deliver  and  perform  this  Credit  Agreement,  the Note and such other  Credit
Documents and is and will continue to be duly  authorized to perform this Credit
Agreement, the Note and such other Credit Documents.

                                       12
<PAGE>
     6.4 SECURITY  DOCUMENTS.  The liens,  security  interests  and  assignments
created by the Security  Documents will, when granted,  be valid,  effective and
enforceable liens, security interests and assignments.

     6.5 NO CONFLICTS OR CONSENTS.  Neither the  execution  and delivery of this
Credit Agreement, the Note or the other Credit Documents to which it is a party,
nor the consummation of any of the transactions herein or therein  contemplated,
nor  compliance  with the  terms  and  provisions  hereof  or with the terms and
provisions  thereof,  (a) will  materially  contravene or conflict with: (i) any
provision  of law,  statute  or  regulation  to  which it is  subject,  (ii) any
judgment, license, order or permit applicable to it, (iii) any indenture, credit
agreement, mortgage, deed of trust, or other agreement or instrument to which it
is a party or by which it may be bound,  or to which it may be subject,  if such
conflict has or could  reasonably be expected to have a Material  Adverse Effect
on the  Borrower,  or (b)  will  violate  any  provision  of its  organizational
documents.  No  consent,  approval,  authorization  or  order  of any  court  or
Governmental  Authority  or other  Person is  required  in  connection  with the
execution  and  delivery  by it of the Credit  Documents  or to  consummate  the
transactions  contemplated  hereby or thereby,  or if  required,  such  consent,
approval, authorization or order shall have been obtained.

     6.6 NO  LITIGATION.  Except for those  matters that have been  disclosed in
Schedule 6.6 attached hereto, there are no actions,  suits or legal,  equitable,
arbitration or administrative  proceedings  pending,  or to its actual knowledge
overtly threatened, against Borrower that would, if adversely determined, have a
Material Adverse Effect.

     6.7 FINANCIAL CONDITION. It has delivered to Lender copies of Global's most
recent  consolidated  financial  statements.  Such financial  statement,  in all
material  respects,  fairly and accurately present the financial position of the
Consolidated  Entities as of such date,  have been prepared in  accordance  with
GAAP  (subject to Section  1.3) and neither  contain any untrue  statement  of a
material  fact nor fail to state a material  fact required in order to make such
financial  statement not  misleading.  Since the date thereof,  Borrower has not
discovered any obligations,  liabilities or indebtedness  (including  contingent
and  indirect  liabilities  and  obligations  or unusual  forward  or  long-term
commitments)  which in the  aggregate  are material and adverse to the financial
position or business of the Consolidated Entities that should have been but were
not reflected in such financial statements. To the best of Borrower's knowledge,
no changes  having a Material  Adverse  Effect have  occurred  in the  financial
condition or business of Borrower since the date of such financial statement.

     6.8 TAXES.  It has filed,  caused to be filed or obtained an extension  for
filing  all  returns  and  reports  which  are  required  to  be  filed  by  any
jurisdiction,  and has paid or made  provision  for the  payment  of all  taxes,
assessments,  fees or other  governmental  charges  imposed upon its properties,
income or  franchises,  as to which  the  failure  to file or pay  would  have a
Material  Adverse  Effect,  except such  assessments or taxes, if any, which are
being contested in good faith by appropriate proceedings.

     6.9 NO STOCK PURCHASE.  No part of any RLC Advance will be used to purchase
or carry  "margin  stock," as that term is defined in Regulation U, or to extend
credit to others for the purpose of purchasing or carrying such margin stock.

                                       13
<PAGE>
     6.10  ADVANCES.  Each  request  for  an RLC  Advance  shall  constitute  an
affirmation that the representations  and warranties  contained herein are, true
and correct as of the time of such  request,  and shall  survive as set forth in
Section 6.18.

     6.11 ENFORCEABLE OBLIGATIONS. This Credit Agreement, the Note and the other
Credit  Documents  are the legal,  valid and binding  obligations  of  Borrower,
enforceable  against Borrower in accordance with their respective terms,  except
as limited by  bankruptcy,  insolvency or other laws or equitable  principles of
general application relating to the enforcement of creditors' rights.

     6.12 NO DEFAULT.  No event or condition has occurred and is continuing that
constitutes an Event of Default.

     6.13 ERISA.  (a) No Reportable  Event has occurred and is  continuing  with
respect to any Plan;  (b) PBGC has not  instituted  proceedings to terminate any
Plan;  (c)  neither  Borrower,  any  member  of the  Controlled  Group,  nor any
duly-appointed  administrator  of a Plan (i) has incurred any  liability to PBGC
with  respect to any Plan other than for premiums not yet due or payable or (ii)
has  instituted or intends to institute  proceedings to terminate any Plan under
Section  4041 or  404lA  of  ERISA;  and (d)  each  Plan of  Borrower  has  been
maintained and funded in all material  respects in accordance with its terms and
in all material  respects in accordance with all provisions of ERISA  applicable
thereto.  No Borrower  participates in, or is required to make contributions to,
any Multi-employer Plan (as that term is defined in Section 3(37) of ERISA).

     6.14  COMPLIANCE  WITH LAW. It is in substantial  compliance with all laws,
rules,  regulations,  orders, writs, injunctions and decrees that are applicable
to it, or its properties,  including but not limited to all SEC  requirements as
may be  applicable,  noncompliance  with which  would  have a  Material  Adverse
Effect.

     6.15  SOLVENT.  It  (both  before  and  after  giving  effect  to  the  RLC
contemplated hereby) is solvent, has assets having a fair value in excess of the
amount  required to pay its probable  liabilities  on its existing debts as they
become  absolute and matured,  and has, and expects to have,  access to adequate
capital for the presently anticipated conduct of its business and the ability to
pay its debts from time to time incurred in  connection  therewith as such debts
mature.

     6.16  INVESTMENT  COMPANY ACT. It is not, and is not directly or indirectly
controlled  by, or acting on behalf  of,  any  person  which is, an  "Investment
Company" within the meaning of the Investment Company Act of 1940, as amended.

     6.17 TITLE. It has good and marketable title to the Collateral.

     6.18 SURVIVAL OF  REPRESENTATIONS,  ETC. All representations and warranties
by Borrower  herein shall survive  execution of this Credit  Agreement,  all RLC
Advances and delivery of all other  documents and instruments in connection with
the RLC and/or this Credit  Agreement,  so long as Lender has any  commitment to
lend  hereunder  and until  the RLC has been paid in full and all of  Borrower's
obligations  under this Credit Agreement,  the Note, and all Security  Documents
have been fully discharged. No investigation at any time made by or on behalf of
Lender  shall  diminish  Lender's  right  to  rely  on the  representations  and
warranties herein.

                                       14
<PAGE>
     6.19  ENVIRONMENTAL  MATTERS.  Except as previously  disclosed to Lender in
writing,  it,  to the  best of its  knowledge  after  due  investigation,  is in
compliance in all material  respects with all applicable  environmental,  health
and safety  statutes and  regulations  and  Borrower  does not have any material
contingent  liability in  connection  with any improper  treatment,  disposal or
release into the environment of any hazardous or toxic waste or substance.

     6.20  LICENSES,  TRADENAMES.  It,  as of the  date  hereof,  possesses  all
necessary  trademarks,  tradenames,  copyrights,  patents,  patent  rights,  and
licenses to conduct its  business as now  operated,  without any known  conflict
with valid  trademarks,  tradenames,  copyright  patents and  license  rights of
others.  SCHEDULE 6.20 is a true,  correct and complete list of all  trademarks,
tradenames and DBAs, that are either  registered or for which  registration  has
been applied for, and all other trademarks, tradenames and DBAs, failure to hold
property rights in which would have a Material Adverse Effect.

     6.21 LICENSE  AGREEMENTS.  SCHEDULE  6.21 hereto is a complete and accurate
list of all  agreements to which each Borrower is a party that grant any Person,
other than a Borrower, a license to use any trademark,  tradename or DBA of such
Borrower.

     6.22 EXISTING INDEBTEDNESS. SCHEDULE 6.22 hereto is a complete and accurate
list of all existing  Indebtedness  of  Borrower.  Borrower has not received any
notice claiming any, or after reasonable investigation has any knowledge that it
is in, default under any material  obligation for borrowed  money,  any material
purchase money  obligation or any other material  lease,  commitment,  contract,
instrument or obligation.

     6.23 ACCURACY OF INFORMATION. All information,  certificates and statements
given by Borrower in, or pursuant to, the Credit  Documents were accurate,  true
and complete in all material respects when given, continue to be accurate,  true
and complete in all material respects as of the Closing Date, and do not contain
any untrue  statement  or omission of a fact  necessary  to make the  statements
therein not misleading. There is no fact or circumstance known to Borrower which
adversely affects in any material respect,  or which in the future may adversely
affect in any material respect, the business, property, operations or condition,
financial or otherwise,  of Borrower  which has not been set forth in the Credit
Documents.

     6.24 LIEN PRIORITY. Borrower has not entered into any security agreement or
otherwise  granted a Lien to, or permitted a Lien to be held by, any Person that
would be prior or in any way superior to the Liens in favor of Lender created by
the Credit Documents, other than the Permitted Liens.

                                   ARTICLE 7

                              AFFIRMATIVE COVENANTS

     Until  payment  in full of the RLC  and  the  complete  performance  of the
Obligation  and so long as Lender  has any  commitment  to make any RLC  Advance
hereunder, Borrowers agree that:

     7.1 FINANCIAL STATEMENTS,  REPORTS AND DOCUMENTS.  Borrowers shall deliver,
or cause to be delivered, to Lender each of the following:

                                       15
<PAGE>
     (a) ANNUAL CONSOLIDATED AND CONSOLIDATING  STATEMENTS OF GLOBAL. As soon as
available and in any event within one hundred  twenty (120) days after the close
of each fiscal year of Global, audited consolidated and consolidating  financial
statements of Global, including its balance sheet as of the close of such fiscal
year and  statement  of income of Global for such fiscal year,  together  with a
reconciliation  of  Global's  capital  balance  accounts as of the close of such
fiscal period,  in each case setting forth in  comparative  form the figures for
the preceding  fiscal year,  accompanied  by an unqualified  opinion  thereon of
independent public accountants  selected by Global and reasonably  acceptable to
Lender(with  Semple & Cooper LLP being  acceptable  to Lender as of the  Closing
Date),  to the effect  that such  financial  statements  have been  prepared  in
accordance with GAAP.

     (b) MONTHLY FINANCIAL  STATEMENTS OF GLOBAL.  As soon as available,  and in
any event  within  thirty (30) days after the end of each month and within sixty
(60) days of each year then ended,  copies of internally  prepared  consolidated
and consolidating financial statements of Global.

     (c) COMPLIANCE  CERTIFICATE OF GLOBAL. Within sixty (60) days after the end
of each  fiscal  quarter of Global and ninety  (90) days after the close of each
fiscal year of Global,  a certificate  signed by the chief financial  officer of
Global,   substantially  in  the  form  of  EXHIBIT  "B"  attached  hereto  (the
"COMPLIANCE  CERTIFICATE")  (i) certifying that after a review of the activities
of  Borrowers  during  such  period,  Borrowers  have  observed,  performed  and
fulfilled each and every  obligation and covenant  contained herein and no Event
of Default  exists under any of the same or, if any Event of Default  shall have
occurred,  specifying  the nature  and status  thereof,  (ii)  stating  that all
consolidated  financial  statements  of Global  delivered  to Lender  during the
respective  period  pursuant to Sections  7.1(a) and 7.1(b)  hereof,  to his/her
knowledge,  fairly present in all material  respect the  consolidated  financial
position of Global and the results of its  operations  as of and for the periods
covered thereby.

     (d) OTHER  REPORTS.  No later than July 1 of each  fiscal  year,  financial
projections for each Borrower for the upcoming four quarter  period,  subject to
customary  confidentiality   agreements  by  Lender  in  order  to  comply  with
applicable federal and state securities laws.

     (e) NOTICES AND FILINGS. Promptly provide Lender with a copy of any notices
or filings  made by Global  with,  or received by Global  from,  any  Government
Authority,  including without limitation Global's annual 10-K and quarterly 10-Q
reports  filed  with the SEC.  Notwithstanding  this  SECTION  7.1(E),  however,
Borrower  shall be under no duty to provide  Lender  with  reports  filed  under
Section 16 of the Exchange  Act unless the same shall be expressly  requested by
Lender.

     (f) OTHER  INFORMATION.  As soon as is practicable,  such other information
concerning the business,  properties or financial  condition of the Borrowers as
Lender shall  reasonably  request,  including  but not limited to, all licensing
agreements, trademarks and royalty agreements promptly after they are executed.

                                       16
<PAGE>
     7.2 MAINTENANCE OF EXISTENCE AND RIGHTS;  CONDUCT OF BUSINESS;  MANAGEMENT.
Each  Borrower  will  preserve and maintain its existence and all of its rights,
privileges,   licenses,  permits,  franchises  and  other  rights  necessary  or
desirable  in the normal  conduct of its  business,  conduct its  business in an
orderly  and  efficient  manner  consistent  with good  business  practices  and
maintain professional management of its business.

     7.3  OPERATIONS  AND  PROPERTIES.  Each  Borrower will keep in good working
order and  condition,  ordinary  wear and tear  excepted,  all of its assets and
properties which are necessary to the conduct of its business.

     7.4 AUTHORIZATIONS  AND APPROVALS.  Each Borrower will maintain or cause to
be  maintained,  at no  expense  to  Lender,  all  such  governmental  licenses,
authorizations,  consents, permits and approvals as may be required to enable it
to comply with its  obligations  hereunder and under the other Credit  Documents
and to operate its  businesses  substantially  as presently  or  hereafter  duly
conducted.

     7.5  COMPLIANCE  WITH LAW. Each  Borrower  will comply with all  applicable
laws,  rules,   regulations,   and  all  final,   nonappealable  orders  of  any
Governmental  Authority  applicable  to it or  any  of  its  property,  business
operations or transactions, including without limitation, any environmental laws
applicable to it, a breach of which could result in a Material Adverse Effect.

     7.6 PAYMENT OF TAXES AND OTHER  INDEBTEDNESS.  Each  Borrower  will pay and
discharge (i) all income taxes and payroll taxes,  (ii) all taxes,  assessments,
fees and  other  governmental  charges  imposed  upon it or upon its  income  or
profits,  or upon any property belonging to it, before delinquent,  which become
due and payable,  (iii) all lawful claims (including claims for labor, materials
and supplies),  which, if unpaid,  might become a Lien upon any of its property,
and (iv) all of its  Indebtedness  as it  becomes  due and  payable,  except  as
prohibited  hereunder,  in each case if the  failure to do so could  result in a
Material Adverse Effect; provided, however, that it shall not be required to pay
any such tax, assessment, charge, levy, claims or Indebtedness if and so long as
the amount,  applicability  or validity  thereof shall currently be contested in
good faith by appropriate actions and appropriate accruals and reserves therefor
have been established in accordance with GAAP.

     7.7 COMPLIANCE OTHER AGREEMENTS.  Each Borrower will comply in all material
respects  with all other  agreements  and  contracts  to which it is a party,  a
breach of which could result in a Material Adverse Effect.

     7.8 COMPLIANCE  WITH CREDIT  DOCUMENTS.  Each Borrower will comply with any
and all covenants  and  provisions  of this Credit  Agreement,  the Note and all
other Credit Documents.

     7.9 NOTICE OF DEFAULT.  Each  Borrower  will furnish to Lender  immediately
upon becoming aware of the existence of any event or condition that  constitutes
an Event of  Default,  a written  notice  specifying  the  nature  and period of
existence  thereof  and the action  which it is taking or  proposes to take with
respect thereto.

     7.10 OTHER  NOTICES.  Each Borrower will promptly  notify Lender of (a) any
Material  Adverse  Effect,  (b) any claim in excess of $50,000.00 not covered by
insurance   against  Borrower  or  any  Borrower's   properties,   and  (c)  the
commencement  of, and any material  determination  in, any  litigation  with any

                                       17
<PAGE>
third party or any proceeding  before any Governmental  Authority  affecting it,
except litigation or proceedings which, if adversely determined,  would not have
a Material Adverse Effect.

     7.11 BOOKS AND RECORDS;  ACCESS;  AUDITS. Upon three (3) Banking Day notice
from Lender,  each Borrower will give any  authorized  representative  of Lender
access  during  normal  business  hours to, and permit  such  representative  to
examine, copy or make excerpts from, any and all books, records and documents in
its possession of and relating to the RLC, and to inspect any of its properties,
provided that, during an Event of Default,  Lender may take such actions without
notice to the Borrowers.

     7.12 ERISA  COMPLIANCE.  With respect to its Plans, each Borrower shall (a)
at all times comply with the minimum funding  standards set forth in Section 302
of ERISA and Section 412 of the Code or shall have duly obtained a formal waiver
of such compliance from the proper authority;  (b) at Lender's  request,  within
thirty  (30) days after the  filing  thereof,  furnish to Lender  copies of each
annual   report/return  (Form  5500  Series),  as  well  as  all  schedules  and
attachments  required  to be filed  with the  Department  of  Labor  and/or  the
Internal Revenue Service pursuant to ERISA, in connection with each of its Plans
for each year of the plan;  (c) notify  Lender  within a reasonable  time of any
fact, including,  but not limited to, any Reportable Event arising in connection
with any of its Plans, which constitutes  grounds for termination thereof by the
PBGC or for the appointment by the appropriate United States District Court of a
trustee to  administer  such Plan,  together  with a statement,  if requested by
Lender,  as to the reason therefor and the action,  if any, proposed to be taken
with respect  thereto;  and (d) furnish to Lender within a reasonable time, upon
Lender's request, such additional information concerning any of its Plans as may
be reasonably requested.

     7.13 FURTHER ASSURANCES.  Each Borrower will make, execute or endorse,  and
acknowledge  and deliver or file or cause the same to be done, all such notices,
certifications and additional agreements,  undertakings or other assurances, and
take any and all such  other  action,  as Lender  may,  from time to time,  deem
reasonably  deem  necessary  or proper to fully  evidence the RLC subject to the
terms and conditions of this Credit Agreement.

     7.14  INSURANCE.  Each Borrower  shall maintain in full force and effect at
all times  all  insurance  coverages  required  under  the terms of this  Credit
Agreement and/or the Security Documents to which it is a party. In addition,  it
shall maintain in full force and effect at all times:

          (a)  Policies of all risk  coverage  insurance  covering  all tangible
     personal  property in which  Lender has been granted or obtained a security
     interest to secure the Obligation,  in coverage amounts not less than, from
     time to time, the fair market value thereof.

          (b)  Policies of  insurance  evidencing  general  liability  including
     property damage coverages, in amounts not less than $1,000,000.00 (combined
     single limit for bodily injury and property damage), and an umbrella excess
     liability  coverage  in an amount not less than  $5,000,000.00  shall be in
     effect with respect to Borrower.

                                       18
<PAGE>
          (c)  Policies of workers'  compensation  insurance in amounts and with
     coverages as legally required.

Without  limitation of the foregoing,  it shall at all times maintain  insurance
coverages in scope and amount not less than,  and not less  extensive  than, the
scope and amount of insurance coverages customary in the trades or businesses in
which it is from time to time engaged.  All of the aforesaid insurance coverages
shall be issued by insurers reasonably acceptable to Lender.

     Copies of all policies of  insurance  evidencing  such  coverages in effect
from time to time and  showing  Lender as an  additional  insured and loss payee
shall be delivered  to Lender on or before the Closing Date and upon  reasonable
notice upon  issuance of new policies  thereafter.  From time to time,  promptly
upon Lender's request, it shall provide evidence satisfactory to Lender (i) that
required  coverage  in  required  amounts is in effect,  and (ii) that Lender is
shown  as an  additional  insured  and  loss  payee  with  respect  to all  such
coverages,  as Lender's interest may appear, by standard  (non-attribution) loss
payable endorsement,  additional insured endorsement,  insurer's  certificate or
other  means  acceptable  to Lender in its  reasonable  discretion.  At Lender's
option,  it shall  deliver to Lender  certified  copies of all such  policies of
insurance  in effect  from  time to time,  to be  retained  by Lender so long as
Lender shall have any  commitment  to lend  hereunder  and/or any portion of the
Obligation  shall be outstanding  or  unsatisfied.  All such insurance  policies
shall  provide  for at least  thirty  (30)  days  prior  written  notice  of the
cancellation or modification thereof to Lender.

     7.15 DEPOSIT ACCOUNTS.  Global shall maintain (i) its principal  depository
accounts with Lender, and (ii) its principal banking relationship with Lender.

     7.16 RLC CLEAN-UP.  The  outstanding  balance of the RLC shall, at any time
prior to the RLC Maturity  Date,  remain at Zero Dollars ($0) for a period of at
least thirty (30) consecutive days.

                                   ARTICLE 8

                               NEGATIVE COVENANTS

     Until payment in full of the RLC and the  performance of the Obligation and
so long as Lender  has any  commitment  to make any RLC  Advance  hereunder,  no
Borrower  shall,  directly or  indirectly,  without  receiving the prior express
written consent of Lender, which consent shall not be unreasonably withheld:

     8.1 EXISTENCE;  BUSINESS;  MANAGEMENT.  Dissolve or liquidate,  or merge or
consolidate with or into any other entity, or make any substantial change in the
character  of its  business.  No  Borrower  shall  change its name or permit any
transfer of ownership  resulting  in a change in the  Control,  or turn over the
management or operation of its property, assets or business to any other Person.

     8.2  AMENDMENTS  TO  ORGANIZATIONAL  DOCUMENTS.  Amend  its  organizational
documents  if the result  thereof  could  result in the  occurrence  directly or
indirectly of a Material Adverse Effect.

                                       19
<PAGE>
     8.3 SALE OF ASSETS.  (i) Sell, lease,  transfer or dispose of substantially
all of its assets or business,  (ii) permit any transfer of the power to Control
any  borrower,  or (iii) except as may occur as a result of stock sales,  permit
any transfer of the ownership of any Borrower.

     8.4 TRANSFER COLLATERAL. Assign, transfer or convey any of its right, title
and interest in the  Collateral,  other than sales of inventory and the entering
into licensing or similar arrangements with respect to its intellectual property
or similar brand rights, all done in the ordinary course of business.

     8.5 DISTRIBUTIONS. Declare or pay any dividends or make any distribution of
any kind that would cause any Borrower to violate the Financial  Covenants or to
fail to make any payment that is due and payable hereunder.

     8.6 NO  INDEBTEDNESS.  Become or remain  obligated  either directly or as a
guarantor or surety for any Indebtedness for itself except:

          (a) Indebtedness to Lender;

          (b)  Existing  Indebtedness  as  shown  on  the  Borrowers'  financial
     statements, dated May 31, 2004; and

          (c) Debt incurred in the ordinary  course of the Borrowers'  business,
     so long as such debt does not remain  outstanding  for a period longer than
     ninety (90) days.

     8.7 GUARANTIES.  Without Lender's prior written consent,  which consent may
be withheld in Lender's sole and absolute  discretion,  incur any  obligation as
surety or guarantor.

     8.8  CHANGE IN  OWNERSHIP  CONTROL.  Issue any  additional  securities  not
outstanding  on the  Closing  Date or enter  into,  or permit  any  transaction,
including any redemption or classification of stock or any other  reorganization
of any Borrower if such transaction  would result in a change of Control of such
Borrower.

     8.9 CHANGE OR SUSPENSION OF BUSINESS.  Materially  change the nature of the
business conducted by any Borrower,  or voluntarily  suspend the business of any
Borrower,  for more than five (5) consecutive  Business Days in any fiscal year,
unless a longer  suspension is reasonable as the result of any fire,  flood,  or
other act of God,  act of  public  enemy,  riot,  insurrection  or  governmental
regulation, a labor disruption or a shortage of, or disruption of transportation
for, materials, supplies or labor.

     8.10 EMPLOYEE LOANS. Extend any loans or advances to employees of Borrowers
in  excess of  $25,000.00  in the  aggregate.  Notwithstanding  anything  to the
contrary contained herein, all reimbursable  expenses and commission paid in the
ordinary  course of business  and  consistent  with past  practices of Borrowers
shall not constitute employee loans

     8.11 LOANS;  EQUITY  INVESTMENTS.  Make any equity  investments,  loans, or
advances to any Person other than as permitted under SECTION 8.10 above.

                                       20
<PAGE>
     8.12 LIENS. On and after the date hereof,  create,  issue, assume or suffer
to exist  Liens  upon the  property,  now owned or  hereafter  acquired,  of any
Borrower, except Permitted Liens.

     8.13 MARGIN  STOCK.  Use any  proceeds  of the RLC, or any  proceeds of any
other or future  financial  accommodation  from Lender for the purpose,  whether
immediate,  incidental or ultimate, of purchasing or carrying any "margin stock"
as that term is defined in Regulation U or to reduce or retire any  indebtedness
undertaken for such purposes  within the meaning of said  Regulation U, and will
not use such proceeds in a manner that would involve  Borrower in a violation of
Regulation U or of any other Regulation of the Board of Governors of the Federal
Reserve System, nor use such proceeds for any purpose not permitted by Section 7
of the  Exchange  Act,  or  any  of the  rules  or  regulations  respecting  the
extensions of credit promulgated thereunder.

     8.14 Consolidated Financial Covenants. Permit:

          (a) The Current Ratio to be less than 1.05 to 1.00 as of any Quarterly
     End Date.

          (b) The Consolidated  Tangible Net Worth to be less than the following
     as of the date indicated:

                    As of May 31, 2004             $375,000
                    As of May 31, 2005             Minimum 2005 Net Worth

          (c) The ratio of Consolidated Total Liabilities to Consolidated EBITDA
     at the end of any  Quarterly  End Date to be more  than 3.00 to 1.0 for the
     reporting  periods ending August 31, 2004,  November 30, 2004, and February
     28, 2005, in each case for the preceding four quarters,  or to be more than
     2.5 to 1.0 at any Quarterly End Date thereafter.

     8.15 NO FURTHER  ASSIGNMENT.  Make any  assignment  or pledge other than to
Lender of any ownership interest in any Borrower.

                                   ARTICLE 9

                                EVENTS OF DEFAULT

     9.1 EVENTS OF DEFAULT. An "Event of Default" shall exist if any one or more
of the following events (herein  collectively  called "EVENTS OF DEFAULT") shall
occur and be continuing:

          (a) Borrowers  shall fail to pay any principal of, or interest on, the
     Note when the same shall become due or payable and such  failure  continues
     for fifteen (15) days after notice thereof to Borrower.

          (b) Any failure or neglect to perform or observe any of the covenants,
     conditions,  provisions or agreements of Borrowers  contained herein, or in
     any of  the  other  Credit  Documents  (other  than a  failure  or  neglect
     described in one or more of the other  provisions  of this Section 9.1) and
     such  failure  or  neglect  either  cannot  be  remedied  or,  if it can be

                                       21
<PAGE>
     remedied, it continues unremedied for a period of fifteen (15) Banking Days
     after written notice thereof to Borrowers, provided that if such neglect or
     failure can be remedied,  but cannot  reasonably be remedied within fifteen
     (15) Banking Days and Borrower (i) commences remedial action within fifteen
     (15)  Banking  Days  after  written  notice  thereof  to  Borrowers,   (ii)
     diligently  pursues  remedial  action,  and (iii)  remedies  the failure or
     neglect within sixty (60) days, such failure or neglect shall not result in
     an Event of Default.

          (c) Any warranty, representation or statement contained in this Credit
     Agreement  or any of the other Credit  Documents,  or which is contained in
     any certificate or statement furnished or made to Lender pursuant hereto or
     in  connection  herewith  or with the RLC,  shall be or shall prove to have
     been false in any material respect when made or furnished.

          (d) The occurrence of any "event of default" or "default" by Borrowers
     after  the  giving  of  any  applicable  notice  or the  expiration  of any
     applicable grace period under any Credit Document, or any agreement, now or
     hereafter  existing,  to  which  Lender  or an  Affiliate  of  Lender,  and
     Borrowers are a party.

          (e) Any Borrower shall (i) fail to pay any of its Indebtedness  (other
     than the Note), or (ii) fail to perform or observe any term,  covenant,  or
     condition on its part to be performed  or observed  under any  agreement or
     instrument  relating  to such  Indebtedness,  within any  applicable  grace
     period when  required to be performed  or  observed,  if the effect of such
     failure  to  perform  or observe  is to  accelerate  the  maturity  of such
     Indebtedness,  or any such  Indebtedness  shall be  declared  to be due and
     payable,  or  required to be prepaid  (other than by a regularly  scheduled
     prepayment), prior to the stated maturity thereof, unless any such defaults
     are  being  contested  in  good  faith  by  Borrowers  through  appropriate
     proceeding  and  adequate  reserves  have  been  established  to  pay  such
     indebtedness.

          (f) Any one or more of the Credit Documents shall have been determined
     to be invalid or unenforceable  against any Borrower  executing the same in
     accordance  with  the  respective  terms  thereof,  or  shall in any way be
     terminated or become or be declared  ineffective or  inoperative,  so as to
     deny Lender the substantial  benefits  contemplated by such Credit Document
     or Credit Documents.

          (g) Any Borrower shall (i) apply for or consent to the  appointment of
     a receiver,  trustee,  custodian,  intervenor or liquidator of itself or of
     all or a substantial part of its assets,  (ii) file a voluntary petition in
     bankruptcy  or admit in writing  that it is unable to pay its debts as they
     become due,  (iii) make a general  assignment for the benefit of creditors,
     (iv) file a petition or answer  seeking  reorganization  or an  arrangement
     with creditors or to take  advantage of any bankruptcy or insolvency  laws,
     (v) file an answer admitting the material allegations of, or consent to, or
     default in  answering,  a  petition  filed  against  it in any  bankruptcy,
     reorganization or insolvency proceeding,  or (vi) take corporate action for
     the purpose of effecting any of the foregoing

                                       22
<PAGE>
          (h) An  involuntary  petition or complaint  shall be filed against any
     Borrower,  seeking  bankruptcy or  reorganization  of any Borrower,  or the
     appointment of a receiver,  custodian, trustee, intervenor or liquidator of
     any Borrower,  or all or substantially all of its assets, and such petition
     or complaint  shall not have been dismissed  within ninety (90) days of the
     filing thereof; or an order, order for relief,  judgment or decree shall be
     entered by any court of competent jurisdiction or other competent authority
     approving a petition or complaint  seeking  reorganization of any Borrower,
     appointing a receiver,  custodian, trustee, intervenor or liquidator of any
     Borrower,  or all or  substantially  all of its  assets,  and  such  order,
     judgment or decree  shall  continue  unstayed and in effect for a period of
     ninety (90) days.

          (i) Any final judgment(s) (excluding those the enforcement of which is
     suspended  pending appeal) for the payment of money in excess of the sum of
     $50,000 in the  aggregate  (other than any  judgment  covered by  insurance
     where  coverage has been  acknowledged  by the  insurer)  shall be rendered
     against  any  Borrower,  and  such  judgment  or  judgments  shall  not  be
     satisfied,  settled,  bonded or  discharged at least ten (10) days prior to
     the date on which any of its assets could be lawfully  sold to satisfy such
     judgment.

          (j) Either (i) proceedings shall have been instituted to terminate, or
     a notice of  termination  shall have been filed with  respect to, any Plans
     (other  than a  Multi-Employer  Pension  Plan as that  term is  defined  in
     Section 4001(a)(3) of ERISA) by any Borrower,  any member of the Controlled
     Group, PBGC or any representative of any thereof, or any such Plan shall be
     terminated,  in each case  under  Section  4041 or 4042 of ERISA,  and such
     termination  shall  give  rise  to a  liability  of  any  Borrower  or  the
     Controlled  Group to the PBGC or the Plan under  ERISA  having an effect in
     excess of $50,000 or (ii) a Reportable Event, the occurrence of which would
     cause the  imposition  of a lien in excess of $50,000 under Section 4062 of
     ERISA,  shall  have  occurred  with  respect  to  any  Plan  (other  than a
     Multi-Employer  Pension Plan as that term is defined in Section 400 l(a)(3)
     of ERISA) and be continuing for a period of sixty (60) days.

          (k) Any of the  following  events  shall  occur  with  respect  to any
     Multi-Employer  Pension Plan (as that term is defined in Section 4001(a)(3)
     of ERISA) to which any Borrower contributes or contributed on behalf of its
     employees and Lender determines in good faith that the aggregate  liability
     likely to be  incurred  by any  Borrower,  as a result of any of the events
     specified in Subsections (i), (ii) and (iii) below,  will have an effect in
     excess of $100,000;  (i) any Borrower  incurs a withdrawal  liability under
     Section 4201 of ERISA;  (ii) any such plan is "in  reorganization"  as that
     term is  defined  in  Section  4241 of  ERISA;  or (iii)  any such  Plan is
     terminated under Section 4041A of ERISA.

          (l) The occurrence of a majority change in the ownership  structure or
     control of any Borrower  without the written consent of Lender,  which will
     not be unreasonably withheld.

                                       23
<PAGE>
          (m) The  dissolution,  liquidation,  sale,  transfer,  lease  or other
     disposal  of all or  substantially  all of the  assets or  business  of any
     Borrower  without  the  written  consent  of  Lender,  which  shall  not be
     unreasonably withheld.

          (n) Any failure to observe any of the Financial Covenants.

          (o) A material  modification  of the  organizational  documents of any
     Borrower  without the written consent of Lender (which consent shall not be
     unreasonably withheld.

          (p) The  occurrence  of any  material  adverse  change in the business
     operations,  assets or financial  condition of any Borrower  that Lender in
     its reasonable  discretion deems material, or if Lender in good faith shall
     believe that the prospect of payment or performance of the RLC is impaired.

     9.2  REMEDIES  UPON EVENT OF  DEFAULT.  If an Event of  Default  shall have
occurred and be  continuing,  then Lender may, at its sole option,  exercise any
one or more of the  following  rights  and  remedies,  and  any  other  remedies
provided in any of the Credit  Documents,  as Lender in its sole  discretion may
deem necessary or appropriate, all of which remedies shall be deemed cumulative,
and not alternative:

          (i) Cease making RLC Advances to or for the benefit of Borrower,

          (ii) Declare the  principal  of, and all interest then accrued on, the
     Note and any other  liabilities  hereunder to be forthwith due and payable,
     whereupon  the  same  shall  become  immediately  due and  payable  without
     presentment,  demand, protest, notice of default, notice of acceleration or
     of  intention  to  accelerate  or  other  notice  of any  kind all of which
     Borrowers hereby expressly waive,  anything contained herein or in the Note
     to the contrary notwithstanding,

          (iii) Reduce any claim to judgment,

          (iv)  Without  notice of default or demand,  pursue and enforce any of
     Lender'  rights and  remedies  under the  Credit  Documents,  or  otherwise
     provided under or pursuant to any  applicable  law or agreement;  provided,
     however,  that if any Event of Default  specified  in  Sections  9.1(g) and
     9.1(h) shall  occur,  the  principal  of, and all interest on, the Note and
     other  liabilities   hereunder  shall  thereupon  become  due  and  payable
     concurrently  therewith,  without any further  action by Lender and without
     presentment,  demand, protest, notice of default, notice of acceleration or
     of  intention  to  accelerate  or other  notice of any  kind,  all of which
     Borrowers hereby expressly waive,

          (v)  Require,  if it has not  already  done so, that no  dividends  or
     distributions  related  to Cragar be paid,  or, if paid,  that they be paid
     directly to Lender in accordance with Section 8.5, and/or

          (vi) Exercise its rights under the Security Documents.

                                       24
<PAGE>
     Upon the  occurrence  and during the  continuance  of any Event of Default,
Lender is  hereby  authorized  at any time and from time to time,  with five (5)
Banking  Days  written  notice to  Borrowers,  to  setoff  and apply any and all
monies,  securities or other property of any Borrower or any proceeds therefrom,
now or hereafter held or received by or in transit to Lender or its agents, from
or for the account of  Borrower,  whether  for safe  keeping,  custody,  pledge,
transmission,  collection  or  otherwise,  and also  upon  any and all  deposits
(general or special) and credits of any Borrower,  and any and all claims of any
Borrower  against Lender at any time existing.  Lender agrees promptly to notify
any Borrower prior to and after any such setoff and  application,  provided that
the failure to give such notice shall not affect the validity of such setoff and
application.  The rights of Lender  under this  Section  9.2 are in  addition to
other  rights and  remedies  (including,  without  limitation,  other  rights of
setoff) which Lender may have.

     9.3 PERFORMANCE BY LENDER. Should any Borrower fail to perform any material
covenant,  duty or  agreement  with  respect to the payment of taxes,  obtaining
licenses or permits, or any other requirement  contained herein or in any of the
Credit Documents  within the period provided  herein,  if any, for correction of
such failure,  Lender may, with five (5) Banking Days prior written  notice,  at
its option,  perform or attempt to perform such  covenant,  duty or agreement on
behalf of Borrowers.  In such event,  Borrowers shall, at the request of Lender,
promptly  pay any amount  expended by Lender in such  performance  or  attempted
performance  to Lender at the  location or  depository  designated  by Lender in
Detroit,  Michigan  together with interest thereon at the Default Rate, from the
date of such  expenditure  until  paid.  Notwithstanding  the  foregoing,  it is
expressly understood that Lender does not assume any liability or responsibility
for the  performance  of any duties of  Borrowers  hereunder or under any of the
Credit Documents or other control over the management and affairs of Borrowers.

                                   ARTICLE 10

                                  MISCELLANEOUS

     10.1 GLOBAL AS AGENT. Each Borrower  hereunder appoints Global as its agent
for all  purposes  hereunder.  Lender shall be entitled to rely upon all acts or
directions  given by Global as the acts or direction of each and every Borrower.
The giving of notice to Global shall constitute the giving of notice to each and
every Borrower.

     10.2 RIGHT OF FIRST  REFUSAL.  In the event any  Borrower  shall  desire to
enter into an agreement  with another  entity for the  processing of credit card
transactions  (the  "PROPOSED  AGREEMENT"),  such Borrower  shall provide Lender
written  notice of such  intent,  which  notice shall set forth the terms of the
Proposed Agreement.  Upon receipt of the notice,  Lender shall have fifteen (15)
days to  notify  the  Borrower  of its  election  to enter  into a  credit  card
processing  agreement  with  Borrower,  on  substantially  the  same  terms  and
conditions as the Proposed Agreement. In the event (i) Lender shall elect not to
enter into such agreement with the Borrower, or (ii) Lender shall fail to notify
Borrower within fifteen (15) business days, Borrower may enter into the Proposed
Agreement.  Notwithstanding  the terms of this SECTION 10.2, if the terms of the
Proposed  Agreement shall materially change after notice to Lender,  Buyer shall
re-submit the Proposed Agreement pursuant to the terms set forth above.

                                       25
<PAGE>
     10.3 MODIFICATION.  All modifications,  consents,  amendments or waivers of
any  provision  of any  Credit  Document,  or consent  to any  departure  by any
Borrower therefrom,  shall be effective only if the same shall be in writing and
accepted by Lender.

     10.4 WAIVER.  No failure to exercise,  and no delay in  exercising,  on the
part of Lender, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial  exercise  thereof  preclude  any other  further  exercise
thereof or the exercise of any other right.  The rights of Lender  hereunder and
under the Credit  Documents shall be in addition to all other rights provided by
law. No  modification or waiver of any provision of this Credit  Agreement,  the
Note or any Credit  Documents,  nor  consent to  departure  therefrom,  shall be
effective  unless in writing and no such consent or waiver  shall extend  beyond
the particular case and purpose involved.  No notice or demand given in any case
shall constitute a waiver of the right to take other action in the same, similar
or other instances without such notice or demand.

     10.5  PAYMENT OF  EXPENSES.  Borrowers  shall pay all costs and expenses of
Lender (including, without limitation, UCC searches, filing fees, the attorneys'
fees of  Lender's  legal  counsel)  incurred  by Lender in  connection  with the
documentation  of the RLC,  and the  preservation  and  enforcement  of Lender's
rights under this Credit Agreement,  the Note, and/or the other Credit Documents
(including,  without  limitation,  reasonable  attorneys'  fees and  costs).  In
addition,  Borrowers  shall pay all costs and  expenses of Lender in  connection
with  the  negotiation,  preparation,  execution  and  delivery  of any  and all
amendments,  modifications and supplements of or to this Credit  Agreement,  the
Note or any other Credit Document.

     10.6 NOTICES.  Except for telephonic  notices permitted herein, any notices
or other  communications  required  or  permitted  to be  given  by this  Credit
Agreement or any other documents and instruments  referred to herein must be (i)
given in writing and  personally  delivered  or mailed by prepaid  certified  or
registered mail or sent by overnight delivery service, or (ii) made by facsimile
delivered or transmitted,  to the party to whom such notice or  communication is
directed, to the address of such party as follows:

     Borrowers:    Global Entertainment Corporation
                   4909 East McDowell Road
                   Suite 104
                   Phoenix, Arizona 85008
                   Attention:  J. Craig Johnson, CFO
                   Telecopier: (480) 994-0759

     Lender:       Comerica Bank
                   Phelps Dodge Tower
                   One North Central Avenue
                   Suite 1000, 10th Floor
                   Phoenix, Arizona  85004-4469
                   Attention:  William J. Kirschner
                   Telecopier:  (602) 417-1190

Any notice to be personally  delivered may be delivered to the principal offices
(determined as of the date of such delivery) of the party to whom such notice is
directed.  Any such notice or other  communication  shall be deemed to have been

                                       26
<PAGE>
given (whether actually  received or not) on the day it is personally  delivered
as aforesaid;  or, if mailed,  on the third day after it is mailed as aforesaid;
or, if transmitted  by facsimile,  on the day that such notice is transmitted as
aforesaid.  If transmitted by facsimile,  such transmission shall be followed by
first class United States Postal Service  delivery of same. Any party may change
its address  for  purposes of this  Credit  Agreement  by giving  notice of such
change to the other parties pursuant to this Section 10.5.

     10.7 GOVERNING LAW;  JURISDICTION,  VENUE; WAIVER OF JURY TRIAL. The Credit
Documents  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
Lender 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  Lender 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 Credit 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 Credit 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 Credit  Agreement or
any of the Credit Documents.

     10.8 INVALID PROVISIONS. If any provision of any Credit Document is held to
be illegal,  invalid or  unenforceable  under  present or future laws during the
term of this Credit  Agreement,  such provision shall be fully  severable;  such
Credit  Document shall be construed and enforced as if such illegal,  invalid or
unenforceable  provision had never comprised a part of such Credit Document; and
the remaining  provisions of such Credit Document shall remain in full force and
effect  and shall not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance from such Credit Document. Furthermore, in lieu of
each such illegal,  invalid or  unenforceable  provision there shall be added as
part of such Credit  Document a provision  mutually  agreeable to Borrowers  and
Lender as similar in terms to such illegal,  invalid or unenforceable  provision
as may be possible and be legal, valid and enforceable.

     10.9 BINDING EFFECT.  The Credit  Documents shall be binding upon and inure
to the benefit of Borrowers and Lender and their respective successors,  assigns
and legal representatives;  provided, however, that no Borrower may, without the
prior  written  consent  of  Lender,  assign  any  rights,   powers,  duties  or
obligations thereunder.

     10.10 ENTIRETY.  The Credit Documents  embody the entire agreement  between
the parties and  supersede  all prior  agreements  and  understandings,  if any,
relating to the subject matter hereof and thereof.

     10.11 HEADINGS.  Section headings are for convenience of reference only and
shall in no way affect the interpretation of this Credit Agreement.

     10.12 NO THIRD PARTY BENEFICIARY. The parties do not intend the benefits of
this  Credit  Agreement  to inure to any  third  party,  nor shall  this  Credit
Agreement  be  construed  to make or render  Lender  liable to any  materialman,
supplier, contractor,  subcontractor,  purchaser or lessee of any property owned
by any  Borrower,  or for debts or claims  accruing to any such persons  against

                                       27
<PAGE>
Borrower.  Notwithstanding  anything  contained herein or in the Note, or in any
other Credit Document,  or any conduct or course of conduct by any or all of the
parties  hereto,  before or after  signing  this Credit  Agreement or any of the
other  Credit  Documents,  neither  this Credit  Agreement  nor any other Credit
Document  shall be  construed  as creating  any right,  claim or cause of action
against Lender, or any of its officers, directors, agents or employees, in favor
of any materialman, supplier, contractor, subcontractor,  purchaser or lessee of
any  property  owned by  Borrower,  nor to any other person or entity other than
Borrower.

     10.13 JOINT LIABILITY.

          (a)  Borrowers  each:  (a) agree that the  liability  hereunder of all
     parties  hereto is joint and  several;  and (b)  consents  that  Lender may
     extend the time of payment or otherwise  modify the terms of payment of any
     part or the whole of the debt evidenced hereby, at the request of any other
     person  liable  hereon,  and such consent  shall not alter nor diminish the
     liability of any person hereon.

          (b)  Borrowers  each waive and agree not to  assert:  (i) any right to
     require Lender to proceed  against the  obligations,  to proceed against or
     exhaust  any  security  for the  obligations,  to pursue  any other  remedy
     available  to Lender,  or to pursue any remedy in any  particular  order or
     manner;  (ii) the  benefit of any  statute  of  limitations  affecting  its
     liability  hereunder or the enforcement  hereof,  (iii) the benefits of any
     legal or equitable doctrine or principle of marshalling; (iv) notice of the
     existence,  creation or incurring of new or additional  indebtedness of any
     Borrower to Lender;  (v) the benefits of any statutory  provision  limiting
     the  liability  of a  surety;  (vi) any  defense  arising  by reason of any
     disability  or other  defense of any Borrower or by reason of the cessation
     from any cause whatsoever  (other than payment in full) of the liability of
     any Borrower for payment of any other party hereto;  and (vii) the benefits
     of any  statutory  provision  limiting  the right of  Lender  to  recover a
     deficiency  judgment,  or to otherwise proceed against any person or entity
     obligated  for  payment  of  the  obligations,  after  any  foreclosure  or
     trustee's sale of any security for the  obligations.  Until payment in full
     of the  obligations  and  Lender  has no  obligation  to make  any  further
     advances  of the  proceeds  hereof,  no  party  shall  have  any  right  of
     subrogation  and each hereby  waives any right to enforce any remedy  which
     Lender now has, or may  hereafter  have,  against any Borrower or any other
     party,  and waives any  benefit  of, and any right to  participate  in, any
     security now or hereafter held by Lender.

     10.14 TIME. Time is of the essence hereof.

     10.15  SCHEDULES  AND EXHIBITS  INCORPORATED.  All  schedules  and exhibits
attached hereto,  if any, are hereby  incorporated into this Credit Agreement by
each reference thereto as if fully set forth at each such reference.

     10.16  COUNTERPARTS.  This  Credit  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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       28
<PAGE>
     IN WITNESS WHEREOF,  the undersigned have executed this Credit Agreement as
of the day and year first above written.

                                                                       BORROWERS

                                             GLOBAL ENTERTAINMENT CORPORATION, a
                                             Nevada corporation


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

                                             WESTERN PROFESSIONAL HOCKEY LEAGUE
                                             INC., a Texas corporation


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

                                             INTERNATIONAL COLISEUMS COMPANY,
                                             INC., a Nevada corporation


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

                                             GLOBAL ENTERTAINMENT MARKETING
                                             SYSTEMS, a Nevada corporation


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

                                       29
<PAGE>
                                             CRAGAR INDUSTRIES, INC., a Delaware
                                             corporation


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

                                             GLOBAL ENTERTAINMENT TICKETING, a
                                             Nevada corporation


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


                                       30
<PAGE>
                                                                          LENDER


                                             COMERICA BANK


                                             By:
                                                --------------------------------
                                             Name: William J. Kirschner
                                                  ------------------------------
                                             Title: Assistant Vice President
                                                   -----------------------------


                                       31
<PAGE>
                                    EXHIBIT A

                              "RLC ADVANCE REQUEST"


                         FORM OF ADVANCE NOTICE REQUEST

Comerica Bank
Phelps Dodge Tower
One North Central Avenue
Suite 1000, 10th Floor
Phoenix, Arizona 85004-4469
Attention:  William J. Kirschner
Telecopier:  (602) 417-1110

                                                            Date:_______________
                                                            Time:_______________

Dear Ladies and Gentlemen:

     The  undersigned  refers to the Credit  Agreement  dated as of November 19,
2004 (as it may hereafter be amended,  modified,  extended or restated from time
to time, the "Credit  Agreement"),  between the undersigned  (and certain of its
affiliates) and Comerica Bank, a Michigan banking corporation. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.

     The  undersigned  hereby  gives  notice  that it  requests  an RLC  Advance
pursuant  to the  Credit  Agreement  and  sets  forth  below  the  terms of such
requested Advance:

     A. Date of Advance:                          ______________________________

     B. Principal Amount of Advance:              ______________________________


                                        Sincerely,

                                        _____________________ a _______________
                                        corporation, on behalf of all Borrowers

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

                                        1
<PAGE>
                                    EXHIBIT B

                            "COMPLIANCE CERTIFICATE"


                             COMPLIANCE CERTIFICATE
                                FOR PERIOD ENDING

                             ----------------------
                              ("REPORTING PERIOD")



Comerica Bank
Phelps Dodge Tower
One North Central Avenue
Suite 1000, 10th Floor
Phoenix, Arizona 85004-4469
Attention:  William J. Kirschner
Telecopier:  (602) 417-1110

                                                            Date:            (1)
                                                                 ---------------

Dear Ladies and Gentlemen:

     This  Compliance  Certificate  refers to the Credit  Agreement  dated as of
November  19,  2004 (as it may  hereafter  be  amended,  modified,  extended  or
restated  from  time  to  time,   the  "Credit   Agreement"),   between   Global
Entertainment  Corporation,  a Nevada corporation and its affiliates signatories
thereto  (collectively,  the "Borrower"),  and Comerica Bank.  Capitalized terms
used and not otherwise  defined herein shall have the meanings  assigned to such
terms in the Credit Agreement.

     Pursuant to Section 7.1 of the Credit  Agreement,  the undersigned,  hereby
certifies that:

     1. To the  best of the  undersigned's  knowledge,  after  a  review  of the
activities  of Borrower  during the  Reporting  Period,  Borrower has  observed,
performed and fulfilled each and every obligation and covenant  contained in the
Credit  Agreement  and  no  "Event  of  Default"  thereunder  exists  [OR IF SO,
SPECIFYING THE NATURE AND EXTENT THEREOF AND ANY CORRECTIVE  ACTIONS TAKEN OR TO
BE TAKEN].

     2. All  financial  statements  of Borrower  delivered to Lender  during the
Reporting Period, to the undersigned's knowledge, fairly present in all material
respect the financial position of the Borrower and the results of its operations
at the dates and for the periods  indicated and have been prepared in accordance
with GAAP.


----------
1.   To be  submitted  within 60 days after the end of each  fiscal  quarter and
     within 90 days of each fiscal year.

                                       1
<PAGE>
     3. As of the last day of the Reporting Period,  the computations below were
true and correct:

Section 8.14 CONSOLIDATED FINANCIAL COVENANTS :

(A) CURRENT RATIO (TESTED AT EACH QUARTERLY END DATE)

Numerator:         Consolidated Total Current Assets            A$______________

Denominator:       Consolidated Total Current Liabilities       B$______________

A divided by B equals                                           A/B____________x

Minimum                                                         1.05 to 1.0


(B) CONSOLIDATED TANGIBLE NET WORTH
    (TESTED AT EACH FISCAL YEAR END DATE)

               Net book value of all assets                     A$______________

               Less intangible  assets,  including  without
               limitation  goodwill  and and any amount due
               and payable from any  shareholder,  officer,
               director,   employee  or  affiliate  of  any
               Borrower                                         B$______________

               Book value of tangible assets                    A-B$_________= C

               Consolidated Total Indebtedness                  D$______________

               C minus D equals Consolidated Tangible Net Worth C-D$____________

Minimum Prior
to 5/31/05                                                      $375,000

Minimum 5/31/05
and thereafter                                            Minimum 2005 Net Worth


(C) LEVERAGE RATIO (TESTED QUARTERLY AT EACH QUARTERLY END
    DATE FOR PRIOR 4 FISCAL QUARTERS)

Numerator:     Consolidated Total Liabilities                   A$______________

Denominator:   Consolidated Net Income                          $_______________

               plus interest expense                            $_______________

               plus tax expense                                 $_______________

               plus depreciation                                $_______________

               plus amortization                                $_______________

               equals Consolidated EBITDA                       B$______________

                             2
<PAGE>
A divided by B equals                                           A/B____________x

Minimum                                              3.00 to 1.0 (Quarterly End
                                                     Dates on or before 2/28/05)

                                                     2.5 to 1.0 (Quarterly End
                                                     Dates thereafter)


                                             GLOBAL ENTERTAINMENT CORPORATION, a
                                             Nevada corporation


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


                                       3
<PAGE>
                                  SCHEDULE 6.6

                              "PENDING LITIGATION"



None.

                                       1
<PAGE>
                                  SCHEDULE 6.20

                           "TRADEMARKS AND TRADENAMES"


REGISTRATION NO.              MARK                            COUNTRY
----------------              ----                            -------
  819,800             Cragar                                 United States
  964,061             Super Trick                            United States
1,010,106             S/S Cragar & Design                    United States
1,022,020             TruSpoke                               United States
1,031,812             S/S                                    United States
1,326,815             Street Pro                             United States
1,446,281             Starwire                               United States
1,478,604             Cragar America's Choice                United States
1,526,744             ProTrac                                United States
1,914,785             Street Pro                             United States
 A233,367             Cragar                                 Australia
  354,546             Cragar                                 Mexico
1,870,609             Cragar                                 Japan
  161,878             Cragar                                 Canada
 A299,886             Cragar                                 Australia
  297,263             Cragar                                 Taiwan
  295,028             Cragar                                 Taiwan
  297,264             Taiwan
  532,903             Cragar                                 European Community
                                                             Trademarks
  841,546             Keystone                               United States
1,116,356             K Keystone (Stylized)                  United States
1,127,479             Klassic                                United States
2,727,565             Global Entertainment & Design          United States
2,359,614             We Play Hockey Loud                    United States
2,296,121             Proud to be Loud                       United States
2,230,308             Grades for Blades                      United States

                                       1
<PAGE>
                           "TRADEMARKS AND TRADENAMES"
                                   (Continued)


                              PENDING APPLICATIONS

PENDING APPLICATION                MARK                      COUNTRY
-------------------                ----                      -------
76/533,605            Cragar G/T                             United States
76/111,032            Global Entertainment & Design          United States


                               STATE REGISTRATION

STATE REGISTRATION                 MARK                      COUNTRY
------------------                 ----                      -------
70,444                S/S                                    United States



                                       2
<PAGE>
                                  SCHEDULE 6.21

                              "LICENSE AGREEMENTS"

                                CRAGAR LICENSEES


STEEL & COMPOSITE WHEELS
Carlisle Tire & Wheel
2233 E. Philadelphia St.
Ontario, CA 91761
Agreement Date: October 15, 1999
Between Cragar Industries and Carlisle Tire & Wheel Co., Delaware Corporation

ALUMINUM WHEELS
The Wheel Group
18400 E. Gale Ave.
City of Industry, CA 91748
Agreement Date: October 1, 2003
Between Cragar Industries and CIA Wheel Group, California Corporation

RACE WHEELS
Weld Racing
6600 Stadium Dr
Kansas City, MO 64129
Agreement Date: September 30, 1999
Between Cragar Industries and Weld Racing Inc, Missouri Corporation

CAR CARE
Quattro Brands
1701 E. 79th St., Suite 12
Bloomington, MN 55425
Agreement Date: May 1, 2003
Between Cragar Industries and Quattro Brands LLC, Minnesota LLC

COLLECTABLES
Playing Mantis
3618 Grape Rd.
Mishawaka, IN 46546
Agreement Date: September 1, 2001
Between Cragar Industries and Playing Mantis, Inc., Indiana Corporation

                                       1
<PAGE>
COLLECTABLES
RC2
PO Box 500
Dyersville, IA 52040
Agreement Date: September 1, 2001
Between Cragar Industries and Racing Champions Ertl, Inc., Illinois Corporation

COLLECTABLES
GMP
45 Polite Rd
Windsor, GA 30680
Agreement Date: September 1, 2002
Between Cragar Industries and Georgia Marketing and Promotions, Inc.,
Georgia Corporation

COLLECTABLES
JAKKS Pacific
22619 Pacific Coast Highway Suite 250
Malibu, CA 90265
Agreement Date: June 8, 2004
Between Cragar Industries and JAKKS Pacific, Inc, Delaware Corporation

MERCHANDISE
Summit Marketing
2120 Powers Ferry Road Suite 300
Atlanta, GA 30339
Agreement Date: June 18, 2004
Between Cragar Industries and SMG-II LLC, Missouri LLC


                  WESTERN PROFESSIONAL HOCKEY LEAGUE LICENSEES

AMARILLO GORILLAS
Agreement date:  May 6, 2002
Between: Western Professional Hockey League, Inc. & Hockey Sports of Amarillo,
Texas LLC
1934 Civic Circle
Amarillo, TX  79109

AUSTIN ICE BATS
Agreement date:  July 2, 2003
Between: Western Professional Hockey League, Inc. & Capital Hockey Ventures,
Ltd.
Texas
7311 Decker Lane
Austin, TX  78724

                                       2
<PAGE>
BOSSIER-SHREVEPORT MUDBUGS
Agreement date: September 30, 2002
Between: Western Professional Hockey League, Inc. & Hardwater, Texas LLC.
2000 Century Tel Center Dr.
Bossier City, LA 71112

COLORADO EAGLES
Agreement date: November 7, 2001
Between: Western Professional Hockey League, Inc. & Larimer County Sports,
Colorado LLC.
1625 Pelican Lakes Point, Ste. 200
Windsor, CO 80550

CORPUS CHRISTI RAYZ
Agreement date: December 10, 2002
Between: Western Professional Hockey League, Inc. & WD Sports, Texas, Inc.
1901 N. Shoreline Blvd., Ste. 300
Corpus Christi, TX 78403

FORT WORTH BRAHMAS
Agreement date: July 1, 1998
Between: Western Professional Hockey League, Inc. & Texas Brahmas, Texas LP.
1314 Lake Street, Ste. 200
Fort Worth, TX 76102

LAREDO BUCKS
Agreement date: June 1, 2001
Between: Western Professional Hockey League, Inc. & Arena Ventures, Texas LLC.
6700 Arena Blvd.
Laredo, TX 78041

LUBBOCK COTTON KINGS
Agreement date: November 30, 1998
Between: Western Professional Hockey League, Inc. & South Plains Professional
Hockey Club, Ltd., Texas
1309 University
Lubbock, TX 79401

NEW MEXICO SCORPIONS
Agreement date:  May 1, 2001
Between: Western Professional Hockey League, Inc. & WD Sports New Mexico, Inc.
6300 San Mateo NE, Ste. F-1
Albuquerque, NM  87109

                                       3
<PAGE>
ODESSA JACKALOPES
Agreement date: November 25, 1996
Between: Western Professional Hockey League, Inc. & Odessa Sports, Inc. Texas
PO Box 9580
Midland, TX 79708

RIO GRANDE VALLEY KILLER BEES
Agreement date: September 19, 2002
Between: Western Professional Hockey League, Inc. & Rio Grande Valley
Professional Hockey Club, Ltd. Texas
2600 State Hwy 336
Hidalgo, TX 78557

SAN ANGELO SAINTS
Agreement date: August 9, 2002
Between: Western Professional Hockey League, Inc. & Concho Valley Pro Hockey,
Texas LLC.
500 Rio Concho Dr.
San Angelo, TX 76904

                                       4
<PAGE>
                                  SCHEDULE 6.22

                             "EXISTING INDEBTEDNESS"


Miller Capital Corporation
4909 E. McDowell Road
Phoenix, AZ  85008
Note for $200,000.00
Agreement date:  March 19, 2004
Remaining balance:  $133,333.36

Snell & Wilmer, LLP
One Arizona Center
Phoenix, Arizona 85004-2202
Original Balance: $160,751.06
Installment acceptance date:  April 24, 2004
Remaining balance:  $139,746.98

                                       1