CONSENT, REAFFIRMATION, AND RELEASE AGREEMENT


            This Consent, Reaffirmation, and Release Agreement (the "Agreement")
is entered into this 14th day of July,  1997,  between and among  United  States
National Bank of Oregon ("U. S. Bank"), Agrotec Williams,  Inc., Aptek Williams,
Inc., Hardee Williams,  Inc., Kenco Williams, Inc., NESC Williams, Inc., Premier
Plastic  Technologies,  Inc., Techwood Williams,  Inc., Waccamaw Wheel Williams,
Inc.,  Williams  Automotive,  Inc.,  Williams Controls,  Inc., Williams Controls
Industries, Inc., Williams Technologies,  Inc., Williams World Trade, Inc., Ajay
Sports, Inc., Ajay Leisure Products,  Inc., Ajay Leisure de Mexico C.V. de S.A.,
Leisure Life, Inc., Palm Springs Golf, Inc., and Thomas W. Itin.

                                    RECITALS

            A. U. S. Bank,  First  Security  Bank of Idaho,  N.A.,  and SunTrust
Bank,  South Florida,  National  Association  (the "Banks")  extend an operating
credit facility to Williams Controls,  Inc. ("Williams"),  pursuant to the terms
of a revolving loan agreement  dated as of July 25, 1995 (as such loan agreement
has been  amended  by the first  amendment  thereto  dated as of June 30,  1996)
(collectively,  the "Williams  Loan  Agreement").  Williams  executed a security
agreement   granting  the  Banks  liens  and   security   interests  in  all  or
substantially all of Williams' personal property to secure Williams' obligations
to the Banks pursuant to the Williams Loan Agreement.

            B. Agrotec  Williams,  Inc., Aptek Williams,  Inc., Hardee Williams,
Inc., Kenco Williams,  Inc., NESC Williams,  Inc., Premier Plastic Technologies,
Inc.,  Techwood  Williams,   Inc.,  Waccamaw  Wheel  Williams,   Inc.,  Williams
Automotive,  Inc., Williams Controls  Industries,  Inc., Williams  Technologies,
Inc., and Williams World Trade, Inc.  (collectively,  the "Williams Guarantors")
executed  guaranty  agreements  whereby they guaranteed the payment of Williams'
obligations to the Banks in respect of the credit facility  extended pursuant to
the Williams  Loan  Agreement.  In addition,  the Williams  Guarantors  executed
security  agreements  granting the Banks liens and security  interests in all or
substantially  all of the Williams  Guarantors'  personal property to secure the
obligations of the Williams Guarantors and Williams to the Banks.

            C.    U. S. Bank extends an operating credit facility and a bulge
loan facility to Ajay Sports, Inc. ("Ajay"), pursuant to the terms of a
revolving loan agreement dated as of July 25, 1995 (as such loan agreement
has been amended by the first amendment thereto dated October 2, 1995, and
the second amendment thereto dated as of February 11, 1997) (collectively,
the "Ajay Loan Agreement").  Ajay executed a security agreement (and an
amendment thereto) granting U. S. Bank liens and security interests in all or
substantially all of Ajay's personal property to secure Ajay's obligations to
U. S. Bank pursuant to the Ajay Loan Agreement.



<PAGE>


            D.    Ajay Leisure Products, Inc., Ajay Leisure de Mexico C.V. de
S.A., Leisure Life, Inc., Palm Springs Golf, Inc. (collectively, the "Ajay
Guarantors"), and Williams have executed guaranty agreements whereby they
guaranteed the payment of Ajay3s obligations to U. S. Bank in respect of the
credit facilities extended pursuant to the Ajay Loan Agreement.  In addition,
the Ajay Guarantors and Williams executed security agreements (and amendments
thereto) granting U. S. Bank liens and security interests in all or
substantially all of the Ajay Guarantors' and Williams' personal property to
secure their obligations under their guaranties and to secure Ajay's
obligations to U. S. Bank.

            E. The security agreements executed by Williams,  Ajay, the Williams
Guarantors,  and the Ajay  Guarantors in favor of U. S. Bank (and all amendments
and modifications thereof) are referred to in this Agreement collectively as the
"Security  Agreements."  The personal  property of Williams,  Ajay, the Williams
Guarantors,  and the Ajay  Guarantors in which U. S. Bank has been granted liens
and security  interests  pursuant to the Security  Agreements  is referred to in
this Agreement collectively as the "Collateral."

            F.    The guaranties executed by Williams, the Williams
guarantors, and the Ajay Guarantors in favor of U. S. Bank (and all
amendments and modifications thereof) are referred to in this Agreement as
the "Guaranties."  The Guaranties, the Security Agreements, and the Aptek
Mortgage (as that term is defined in paragraph 1.2(c) below) are referred to
collectively in this Agreement as the "Collateral Documents."

            G. The total amount owed by Williams  pursuant to the Williams  Loan
Agreement and the promissory  note executed in connection  therewith is referred
to below as the "Williams Obligation." The total amount owed by Ajay pursuant to
the Ajay Loan  Agreement  and the two  promissory  notes  executed in connection
therewith is referred to below as the "Ajay Obligation." The Williams Obligation
and the Ajay  Obligation are referred to  collectively  in this Agreement as the
"Obligations."  The  Obligations  include  $76,810.50  for legal  fees and costs
incurred by U.S.  Bank,  $52,500 in respect of a loan fee owed by Williams to U.
S. Bank, and $20,999.98 for appraisals and other out-of-pocket expenses incurred
by U. S. Bank in  connection  with its banking  relationship  with  Williams and
Ajay.

            H.    As of July 14, 1997, Williams owed U. S. Bank the principal
amount of $16,895,372.81 and accrued interest of $144,251.64.

            I.    As of July 14, 1997, Ajay owed U. S. Bank the principal
amount of
$7,301,716.66 and accrued interest of $33,139.12 in respect of the operating
credit facility extended by U. S. Bank to Ajay.  In addition, as of that
date, Ajay owes U. S. Bank the principal amount of $4,750,000 and accrued
interest of $21,243.05 in respect of the bulge loan extended by U. S. Bank to
Ajay.

            J.    The credit facilities extended by U. S. Bank pursuant to
the Williams Loan Agreement and this Ajay Loan Agreement expire on July 14,
1997.  At that time, the Obligations become due and payable in full.

            K.  Williams and Ajay have  negotiated a new  financing  arrangement
with Wells Fargo Bank, National  Association  ("WFB").  However, the amount that
WFB is  willing  to lend to  Williams  and Ajay  thereunder  would not result in
payment in full of the Obligations.

            L.  Williams  and Ajay  have  requested  U. S.  Bank to agree to the
proposed refinancing  transaction among Williams,  Ajay, and WFB and to accept a
promissory note from Ajay with respect to the $2,340,000  difference between the
amount of the  Obligations and the  refinancing  proceeds  (which  difference is
referred  to below as the  "Residual  Debt").  U. S. Bank is  willing  to do so,
subject to the terms and conditions of this Agreement.

            NOW,  THEREFORE,   for  valuable  consideration,   the  receipt  and
sufficiency  of which  hereby are  acknowledged,  the parties to this  Agreement
agree as follows:

                                    AGREEMENT



<PAGE>



                                    SECTION I

                                The Residual Debt

            I.1 Agreement to Residual  Debt. U. S. Bank hereby agrees that if it
receives  collected funds in the amount of $26,956,033.76  (the "Payment") on or
before July 14, 1997,  from  Williams and Ajay with respect to the  Obligations,
Williams and Ajay  deposit with U. S. Bank cash in the amount of $65,000  (which
deposit  is to ensure and  secure  the  payment of two  letters of credit in the
amounts of  $36,925.24  and  $26,500  issued by U. S. Bank on behalf of Williams
and/or Ajay) on or before July 14, 1997, and the conditions  precedent specified
in paragraph  1.2 below have been  satisfied by that date, U. S. Bank will agree
to accept  payment of the Residual Debt pursuant to the terms and  conditions of
this Agreement and the Note (as that term is defined below).

            I.2   Conditions Precedent.  This Agreement shall be effective
only if on or before July 11, 1997, U. S. Bank receives the following (which
in the case of the documents and instruments described in items (a) through
(e) below must be fully and duly executed):

            (a)   This Agreement;

            (b)   A promissory note from Ajay in the amount of
      $2,340,000 in the form of attached Exhibit 1 (the "Note");

            (c)   A mortgage with respect to Aptek Williams, Inc.3s
      real property in Broward County, Florida (the "Florida
      Property"), in a form acceptable to U. S. Bank (the "Aptek
      Mortgage");

            (d)   A guaranty from Mr. Itin in the form of attached
      Exhibit 2;

            (e)   An intercreditor agreement among Williams, Ajay, the
      Williams Guarantors, the Ajay Guarantors (collectively, the
      "Obligors"), Mr. Itin, U. S. Bank, and WFB in a form acceptable
      to U. S. Bank (the "Intercreditor Agreement");

            (f) A copy of the fully  executed loan  agreement  among WFB and the
      Obligors,  the  terms of which  must be  consistent  with the terms of the
      Intercreditor Agreement;

            (g)  Assurances  satisfactory  to U. S. Bank that the Obligors  have
      made arrangements for payment of the documentary  stamp taxes,  intangible
      personal property taxes, recording costs, and title insurance premium that
      will be owing at the time of recording the Aptek Mortgage.

At the time this  Agreement  becomes  effective,  it will supersede the Williams
Loan Agreement and the Ajay Loan Agreement as the document  governing the credit
facilities U. S. Bank extends to Williams and Ajay.  The Williams Loan Agreement
and the Ajay Loan  Agreement  shall  remain in full force and effect  until such
time, if any, that all of the  above-described  conditions  precedent  have been
satisfied.

            I.3  Subordination  of Lien Position.  WFB's agreement to enter into
the  above-described  refinancing  transaction is conditioned upon its obtaining
first  priority  liens and security  interests  in the personal  property of the
Obligors  (other than the Stock,  as that term is defined below) and the Florida
Property.  Upon receipt of the Payment and timely satisfaction of the conditions
precedent  specified in paragraph  1.2 of this  Agreement,  U. S. Bank agrees to
subordinate its security  interests and liens in the Collateral  (other than the
Stock) to WFB's liens and security interests therein.

                                   Section II
           Continuing Validity of Guaranties and Security Agreements

            II.1 Consent of Guarantors.  The Williams Guarantors,  Williams, and
the Ajay Guarantors, and Mr. Itin hereby acknowledge that they are familiar with
the terms of the Note,  and  consent to those terms and to Ajay  executing  that
note.

            II.2 Reaffirmation of Existing Guaranties (Williams Guarantors). The
Williams  Guarantors  hereby  reaffirm their  guaranties of all  obligations and
indebtedness  of  Williams to U. S. Bank  (including  Williams'  obligations  in
respect of its  guaranty  of Ajay's  obligations  to U. S. Bank  pursuant to the
Note),  and  hereby  reaffirm  and  ratify  the  terms and  conditions  of their
guaranties.  In that regard, the Williams Guarantors  acknowledge and agree that
they are obligated to  immediately  pay U. S. Bank all amounts owed by Ajay with
respect to the  Obligations,  including all amounts owed under the Note, if Ajay
and  Williams  fail to do so, and that U. S. Bank has no  obligation  to proceed
first against Ajay, or the Collateral,  to recover the amount owed. The Williams
Guarantors hereby waive their right to revoke their guaranties until the Note is
paid in full.

            II.3  Reaffirmation  of Existing  Guaranties  (Ajay  Guarantors  and
Williams).  The Ajay Guarantors and Williams hereby reaffirm their guaranties of
all  obligations  and  indebtedness  of  Ajay to U. S.  Bank  (including  Ajay's
obligations to U. S. Bank pursuant to the Note),  and hereby reaffirm and ratify
the  terms  and  conditions  of  their  guaranties.  In that  regard,  the  Ajay
Guarantors  and  Williams  acknowledge  and  agree  that they are  obligated  to
immediately  pay U. S. Bank all amounts owed by Ajay with respect to the Note if
Ajay fails to do so,  and that U. S. Bank has no  obligation  to  proceed  first
against Ajay, or the Collateral, to recover the amount owed. The Ajay Guarantors
and Williams hereby waive their right to revoke their  guaranties until the Note
is paid in full.

            II.4  Acknowledgment and Reaffirmation of Security  Agreements.  The
Obligors hereby reaffirm their  obligations under the Security  Agreements,  and
hereby reaffirm and ratify the terms and conditions of the Security  Agreements.
The Obligors acknowledge and agree that the security interests in the Collateral
granted in the Security Agreements secure payment of the Obligations,  including
those  evidenced  by the  Note,  and any and all  modifications,  renewals,  and
extensions of the Note (or  substitutions or replacements  thereof),  whether or
not evidenced by new or additional instruments.

            II.5  Financing Statements and Other Documents.  Until the Note
has been repaid in full, the Obligors will:

            (a)   Join with U. S. Bank in executing such financing
      statements (including amendments thereto and continuation
      statements thereof), amendments to the Aptek Mortgage, and other
      documents in form satisfactory to U. S. Bank as U. S. Bank may
      specify, in order to perfect, or continue the perfection of, the
      rights in the Collateral granted in the Security Agreements and
      U. S. Bank's rights in the Florida Property granted in the Aptek
      Mortgage;

            (b)   Pay, or reimburse U. S. Bank for paying, all costs,
      expenses, and taxes of filing or recording the same in such
      public offices as U. S. Bank may designate; and

            (c)   Take such other steps as U. S. Bank may direct to
      perfect (or continue the perfection of) U. S. Bank's interest in
      the Collateral and the Florida Property.

            II.6 U.  S.  Bank's  Lien in the  Stock.  Pursuant  to the  Security
Agreements the Obligors  granted U. S. Bank a security  interest in all existing
and subsequently issued securities,  stock, and other investment property of the
Obligors (the "Stock").  Williams intends to issue approximately  400,000 shares
of its stock and transfer those shares to Ajay (which shares,  when issued shall
constitute part of the Stock and the Collateral).  Ajay hereby agrees that, upon
the  issuance of such shares and the  transfer of the shares to Ajay,  Ajay will
take such steps as are  reasonably  requested by U. S. Bank to enable U. S. Bank
to perfect its security  interest in those shares. U. S. Bank agrees that, prior
to the  occurrence  of an Event of Default  hereunder,  Ajay may sell all or any
portion  of the  shares  of  stock  described  in the  second  sentence  of this
paragraph  without U. S.  Bank's  consent,  provided  that the  proceeds of sale
thereof are applied  promptly to Ajay's  obligations  under the Note. U. S. Bank
and Ajay will use good faith  efforts to make  arrangements  with respect to the
Williams  stock that will  permit U. S. Bank to perfect  its  security  interest
therein in such a manner  that,  prior to an Event of Default,  Ajay will not be
unduly restricted from selling the stock.

            II.7 Release of Claims Against the Banks. Except as specified in the
following  sentence,  the  Obligors  and Mr.  Itin  hereby  release  and forever
discharge the Banks, and the Banks' affiliates, agents, principals,  successors,
assigns,  employees,  officers,  directors,  and  attorneys,  and  each  of them
(collectively,  the "Bank Releasees"),  of and from any and all claims, demands,
damages,  suits,  rights,  or causes of action of every kind and nature that the
Obligors  and Mr.  Itin,  or any of  them,  have or may  have  against  the Bank
Releasees,  or any of them, as of the date of this  Agreement,  whether known or
unknown, contingent or matured, foreseen or unforeseen,  asserted or unasserted,
including,  but not limited to, all claims for compensatory,  general,  special,
consequential,  incidental,  and punitive damages,  attorney fees, and equitable
relief. Notwithstanding the foregoing, nothing herein shall constitute or result
in a release of any claims, demands, damages, suits, rights, or causes of action
of any kind or nature that the Obligors and Mr.  Itin,  or any of them,  have or
may claim to have against First Bank System, Inc., or any of its affiliates.

            II.8 Release of Claims Against the Obligors and Mr. Itin.  Except as
specified  in the  following  sentence,  U. S. Bank hereby  releases and forever
discharges  Mr.  Itin,  the  Obligors,  and the  Obligors'  affiliates,  agents,
principals,  successors, assigns, employees, officers, directors, and attorneys,
and each of them (collectively,  the "Obligor  Releasees"),  of and from any and
all claims,  demands,  damages, suits, rights, or causes of action of every kind
and nature that U. S. Bank has or may have against the Obligor Releasees, of any
of them, as of the date of this Agreement,  whether known or unknown, contingent
or matured, foreseen or unforeseen,  asserted or unasserted,  including, but not
limited  to, all  claims  for  compensatory,  general,  special,  consequential,
incidental,   and  punitive  damages,   attorney  fees,  and  equitable  relief.
Notwithstanding  the foregoing,  nothing herein shall  constitute or result in a
release of any claims,  demands,  damages, suits, rights, or causes of action of
any kind or nature that U. S. Bank has or may claim to have  against the Obligor
Releasees  in respect of any  obligations  of the Obligor  Releasees  under this
Agreement,   the  Note,  the  Collateral   Documents,   the  guaranty   executed
contemporaneously herewith by Mr. Itin, the Intercreditor Agreement, any account
agreements,  or any other agreements  between or among U. S. Bank and any of the
parties to this Agreement with respect to ongoing banking  services  provided by
U. S. Bank.

                                   Section III
                         Representations and Warranties

            III.1 Representations and Warranties.  To induce U. S. Bank to enter
into this Agreement, the Obligors represent and warrant as of the date hereof as
follows:

            (a) The Obligors are corporations duly organized,  validly existing,
      and in good standing under the laws of their  respective  jurisdictions of
      incorporation;

            (b) The  Obligors  have the  lawful  power to own  their  respective
      properties and to engage in the respective business they conduct,  and are
      duly  qualified  and in  good  standing  as  foreign  corporations  in the
      jurisdictions  wherein the nature of the  business  transacted  by them or
      property owned by them makes such qualification necessary;

            (c)   None of the Obligors are in default with respect to
      any of their existing material indebtedness (except as previously
      has been disclosed in writing by or to U. S. Bank);

            (d) The making and performance of this Agreement,  the Note, and the
      Aptek Mortgage will not (immediately, with the passage of time, the giving
      of notice,  or both) violate the certificates or articles of incorporation
      or  bylaws  of any of the  Obligors,  or  violate  any laws or result in a
      default under any material contract, agreement, or instrument to which any
      of the  Obligors  is a party  or by  which  the  Obligors  or any of their
      properties are bound;

            (e) The  Obligors  have the power and  authority  to enter  into and
      perform this Agreement, the Note, and the Aptek Mortgage, and to incur the
      obligations  herein and therein  provided  for, and have taken all actions
      necessary to authorize the execution,  delivery,  and  performance of this
      Agreement, the Note, and the Aptek Mortgage;

            (f) This  Agreement,  the Note,  and the Aptek Mortgage are, or when
      delivered will be, valid,  binding,  and  enforceable  in accordance  with
      their respective terms;

            (g)   The Obligors have good and indefeasible title to the
      Collateral; and

            (h) The security  interests in the Collateral  granted to U. S. Bank
      under the Security  Agreements  create  first and prior liens,  except for
      Permitted  Liens (as that term is defined in the Williams  Loan  Agreement
      and the Ajay Loan  Agreement) and the liens and security  interests of WFB
      (when such liens and security interests are granted and U. S. Bank3s liens
      become subordinate thereto), upon all of the Collateral.

All of the  representations  and  warranties  set forth in paragraph 3.1 of this
Agreement  shall be deemed made as of the date hereof,  and shall  survive until
the Note has been paid in full.

                                   Section IV
                             Reporting Requirements

            IV.1  Quarterly  Reports.  Within  45  days  after  the  end of each
calendar quarter (60 days in the case of the last calendar quarter of the fiscal
year) until the Note has been paid in full,  Williams and Ajay shall  provide U.
S. Bank with (a) a consolidated and consolidating  statement of cash flows and a
consolidated  and  consolidating  statement  of  retained  earnings  of  each of
Williams and Ajay for such quarter and for the year to date;  (b) a consolidated
and consolidating  statement of operations of each of Williams and Ajay for such
quarter  and for the  year to date;  and (c) a  consolidated  and  consolidating
balance sheet of each of Williams and Ajay as of the end of such quarter and for
the year to date. All of the foregoing shall be in reasonable  detail, and shall
be certified by the president,  vice president,  or chief  financial  officer to
have been prepared in accordance with generally accepted  accounting  principles
(consistently applied) ("GAAP"), subject to year-end adjustments.

            IV.2 Annual Reports.  Within 120 days after the close of each fiscal
year until the Note has been paid in full, Williams and Ajay shall provide U. S.
Bank  with  (a) a  consolidated  statement  of  cash  flows  and a  consolidated
statement of  stockholders'  equity of each of Williams and Ajay for such fiscal
year;  (b) a  consolidated  statement of operations of each of Williams and Ajay
for such fiscal year; and (c) a  consolidated  balance sheet of each of Williams
and Ajay as of the end of such fiscal year.  The  statements  and balance sheets
shall be audited by an  independent  certified  public  accountant  selected  by
Williams and Ajay and  certified by such  accountants  to have been  prepared in
accordance with GAAP and to present fairly the financial position and results of
operations of Williams and Ajay, respectively.

            IV.3 Borrowing Base  Certificate.  Within 45 days after the last day
of each  calendar  quarter  until the Note has been paid in full,  the  Obligors
shall submit to U. S. Bank a borrowing  base  certificate  in a form  reasonably
acceptable to U. S. Bank that identifies in reasonable detail the Borrowing Base
(as that term is defined in the loan agreement  among WFB,  Williams,  and Ajay)
(and  the  various  components  of the  Borrowing  Base)  as of the  date of the
borrowing  base  certificate  in question.  In  addition,  each  borrowing  base
certificate  shall  include a  certification  by an  authorized  officer  of the
Obligors that the information in the borrowing base certificate is accurate.  U.
S. Bank may require the Obligors to provide U. S. Bank with supporting data with
respect to the Borrowing Base, such as summary agings, daily sales journals, and
daily cash receipts journals.

            IV.4 Other  Information;  Access to Books and Records.  The Obligors
will make  available for  inspection  and audit during normal  business hours by
duly authorized  representatives  of U. S. Bank any of their records and furnish
U. S. Bank with any information that U. S. Bank reasonably may request regarding
their  business  affairs  and  financial   condition  (other  than  confidential
intellectual  property  and  proprietary  information,  unless,  with respect to
proprietary   information,   U.  S.  Bank  shall   enter  into  an   appropriate
confidentiality  and  nondisclosure  agreement)  within a reasonable  time after
written request therefor.

                                    Section V
                                     Default

            V.1  Events of  Default.  The  occurrence  of any one or more of the
following  events (each an "Event of Default") shall  constitute a default under
this Agreement:

            (a) Ajay shall fail to pay any  installment of principal or interest
      or fee payable  under the Note  within 5 days of the date such  payment is
      due;

            (b)   Any of the Obligors shall fail to observe or perform
      any other obligation to be observed or performed by it hereunder
      or under any of the Collateral Documents and such failure shall
      continue for a period of 30 days after such party receives notice
      of such failure from U. S. Bank;

            (c) The  occurrence  of an  event  of  default  under  the WFB  Loan
      Agreement  (and such failure shall continue  beyond any  applicable  grace
      period  so as to  result  in the  actual  acceleration  of  the  Obligors'
      obligations thereunder);

            (d)  Proceedings  in  bankruptcy,   or  for  reorganization  of  the
      Obligors,  or any of them, or for the  readjustment of any of their debts,
      under the  Bankruptcy  Code,  or under any other  laws,  whether  state or
      federal,  for the relief of debtors,  now or hereafter existing,  shall be
      commenced against or by any of the Obligors,  and with respect to any such
      proceedings initiated against any of the Obligors,  shall not be dismissed
      or discharged within 60 days of their commencement; or

            (e) A  receiver  or  trustee  shall  be  appointed  for  any  of the
      Obligors,  or for any  substantial  part of its or  their  assets,  or any
      proceedings shall be instituted for the dissolution or the full or partial
      liquidation of any of the Obligors, and such receiver or trustee shall not
      be discharged within 60 days of his appointment, or such proceedings shall
      not be dismissed or discharged  within 60 days of their  commencement,  or
      any of the Obligors shall  discontinue  business or materially  change the
      nature of its or their business.

            V.2 Remedies.  Following the  occurrence of an Event of Default (and
subject to the terms of the Intercreditor Agreement), U. S. Bank immediately and
without  notice  to the  Obligors  may  exercise  any or all of its  rights  and
remedies  under this  Agreement,  the Note, the Security  Agreements,  any other
agreements between or among the parties, and applicable law, all of which rights
and remedies are cumulative.

                                   Section VI
                            Miscellaneous Provisions

            VI.1  Construction.  The  provisions of this  Agreement  shall be in
addition to those of any guaranty, pledge or security agreement,  note, or other
evidence of liability now or hereafter held by U. S. Bank, all of which shall be
construed as complementary to each other. Nothing herein contained shall prevent
the  Bank  from  enforcing  any or all  other  guaranties,  pledge  or  security
agreements,  notes,  or other  evidences of liability in  accordance  with their
respective terms.

            VI.2  Notice  of  Default.  The  Obligors  shall  notify  U. S. Bank
immediately if they become aware of the occurrence of any Event of Default or of
any fact, condition,  or event that with the giving of notice or passage of time
or both,  would  become an Event of Default or if it or they become aware of any
material  adverse  change  in  the  financial  condition   (including,   without
limitation,  proceedings  in  bankruptcy,  insolvency,   reorganization  or  the
appointment of a receiver or trustee),  or results of operations of the Obligors
or of the failure of the Obligors to observe any of their undertakings hereunder
or under the Collateral Documents.

            VI.3 Change in Location of Collateral.  The Obligors hereby agree to
notify U. S. Bank of any change in the location of any of the Collateral, of the
change  in  the  location  of  any  of  their  places  of  business,  or of  the
establishment  of any new (or  the  discontinuance  of any  existing)  place  of
business   within  45  days  following  any  such  change,   establishment,   or
discontinuance.

            VI.4 Further Assurance. From time to time, the Obligors will execute
and  deliver  to U. S. Bank such  additional  documents  and will  provide  such
additional  information  as U. S. Bank  reasonably  may require to carry out the
terms of this  Agreement  and be  informed  of the  status  and  affairs  of the
Obligors.

            VI.5  Enforcement and Waiver by U. S. Bank.  Subject to the terms of
the  Intercreditor  Agreement,  U. S. Bank  shall have the right at all times to
enforce the provisions of this Agreement, the Note, and the Collateral Documents
in strict  accordance  with the terms  hereof and thereof,  notwithstanding  any
conduct or custom on the part of U. S. Bank in  refraining  from doing so at any
time or times.  The  failure of U. S. Bank at any time or times to  enforce  its
rights under such provisions, strictly in accordance with the same, shall not be
construed as having  created a custom in any way or manner  contrary to specific
provisions  of this  Agreement,  or as having in any way or manner  modified  or
waived the same.  All  rights  and  remedies  of U. S. Bank are  cumulative  and
concurrent  and the exercise of one right or remedy shall not be deemed a waiver
or release of any other right or remedy.

            VI.6 Expenses of U. S. Bank. The Obligors will, on demand, reimburse
U. S. Bank for all expenses, including the reasonable fees and expenses of legal
counsel for U. S. Bank and  appraisal  fees incurred by U. S. Bank in connection
with the administration,  amendment,  modification,  and the enforcement of this
Agreement  and  the  Collateral   Documents  and  the  collection  or  attempted
collection of the Note,  whether  occurring  before or after an Event of Default
hereunder.

            VI.7 Notices.  Any notices or consents required or permitted by this
Agreement  shall be in  writing  and shall be deemed to have been  given or made
when actually  received or if sent by certified mail,  postage  prepaid,  return
receipt  requested,  upon the earlier of actual receipt or 5 days after mailing,
and  addressed,  as follows,  unless such  address is changed by written  notice
hereunder:

            (i)   If to Ajay or the Ajay Guarantors:

                        Ajay Sports, Inc.
                        1501 E. Wisconsin Street
                        Delavan, Wisconsin  53115
                        Attention: Thomas W. Itin

                  With copies to:

                        Friedlob, Sanderson, Raskin, Paulson & Tourtillott,
                  LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                            Attention: Gerald Raskin

            (ii)  If to Williams or the Williams Guarantors:

                        Williams Controls, Inc.
                        14100 S.W. 72nd Avenue
                        Portland, Oregon  97224
                        Attention:  Thomas W. Itin

                  With copies to:

                        Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                            Attention: Gerald Raskin

            (iii)  If to U. S. Bank:

                      United States National Bank of Oregon
                           111 S.W. Fifth Avenue (T-8)
                             Portland, Oregon 97204
                          Attention: Betty J. Kinoshita

                  With copies to:

                        Miller, Nash, Wiener, Hager & Carlsen LLP
                        Attorneys at Law
                        3500 U. S. Bancorp Tower
                        111 S.W. Fifth Avenue
                        Portland, Oregon  97204-3699
                        Attention:  Louis G. Henry

            VI.8  Applicable  LawVI.8  Applicable  LawVI.8  Applicable Law. This
Agreement is subject to and shall be construed and enforced in  accordance  with
the laws of the state of Oregon,  without  regard to  principles of conflicts of
law.

            VI.9 Binding Effect,  Assignment,  and Entire AgreementVI.9  Binding
Effect,  Assignment,  and Entire AgreementVI.9 Binding Effect,  Assignment,  and
Entire  Agreement.  This  Agreement  shall inure to the benefit of, and shall be
binding upon,  the respective  successors  and permitted  assigns of the parties
hereto.  The Obligors have no right to assign any of their rights or obligations
hereunder without the prior written consent of U. S. Bank. U. S. Bank may assign
its rights hereunder to a bank, a financial  institution,  an insurance company,
or an  institutional  investor or institutional  lender.  This Agreement and the
documents executed and delivered pursuant hereto constitute the entire agreement
among the parties and may be amended only by a writing  signed on behalf of each
party.

            VI.10  SeverabilityVI.10   SeverabilityVI.10  Severability.  If  any
provisions of this Agreement  shall be held invalid under any  applicable  laws,
such invalidity  shall not affect any other provision of this Agreement that can
be given effect without the invalid provision,  and, to this end, the provisions
hereof are severable.

            VI.11  Counterparts  VI.11  CounterpartsVI.11   Counterparts.   This
Agreement may be executed in any number of counterparts,  each of which shall be
deemed to be an original, but all of which together shall constitute but one and
the same instrument.

      VI.12 Statutory NoticeVI.12   Statutory NoticeVI.12   Statutory
Notice.  UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMENTS MADE BY
U. S. BANK CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR
PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE, MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY U. S.
BANK TO BE ENFORCEABLE.


<PAGE>


            IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this
Agreement as of the date first above written.


UNITED STATES NATIONAL BANK         WILLIAMS CONTROLS, INC.
OF OREGON


By:                                       By:
      Betty J. Kinoshita                              Thomas W. Itin
      Vice President                            President and
                                                Chief Executive Officer


AGROTEC WILLIAMS, INC.              APTEK WILLIAMS, INC.


By:                                       By:
      Thomas W. Itin                            Thomas W. Itin
      President and                                   President and
      Chief Executive Officer                   Chief Executive Officer


HARDEE WILLIAMS, INC.               KENCO WILLIAMS, INC.


By:                                       By:
      Thomas W. Itin                            Thomas W. Itin
      President and                                   President and
      Chief Executive Officer                   Chief Executive Officer


NESC WILLIAMS, INC.                       PREMIER PLASTIC
                                            TECHNOLOGIES, INC.


By:                                       By:
      Thomas W. Itin                            Thomas W. Itin
      President and                                   President and
      Chief Executive Officer                   Chief Executive Officer




<PAGE>


TECHWOOD WILLIAMS, INC.             WACCAMAW WHEEL WILLIAMS,
      INC.


By:                                       By:
      Thomas W. Itin                            Thomas W. Itin
      President and                                   President and
      Chief Executive Officer                   Chief Executive Officer


WILLIAMS AUTOMOTIVE, INC.           WILLIAMS CONTROLS INDUSTRIES
                                            INC.


By:                                       By:
      Thomas W. Itin                            Thomas W. Itin
      President and                                   President and
      Chief Executive Officer                   Chief Executive Officer


WILLIAMS TECHNOLOGIES, INC.         WILLIAMS WORLD TRADE, INC.


By:                                       By:
      Thomas W. Itin                            Thomas W. Itin
      President and                                   President and
      Chief Executive Officer                   Chief Executive Officer


AJAY SPORTS, INC.                   AJAY LEISURE PRODUCTS, INC.


By:                                       By:
      Thomas W. Itin                            Thomas W. Itin
      President and                                   President and
      Chief Executive Officer                   Chief Executive Officer


AJAY LEISURE de MEXICO              LEISURE LIFE, INC.
  C.V. de S.A.


By:                                       By:
      Clarence H. Yahn                          Thomas W. Itin
      Sole Administrator                              Chairman of the Board

PALM SPRINGS GOLF, INC.



By:

      Thomas W. Itin                            Thoms W. Itin
      Chief Executive Officer