PROMISSORY NOTE



$2,340,000                                                    Portland, Oregon
                                                                 July 14, 1997


            1. The Loan;  Obligation  to Pay.  United  States  National  Bank of
Oregon  ("U.  S.  Bank")  has  agreed  to  make  a loan  to  Ajay  Sports,  Inc.
("Borrower"), in the amount of $2,340,000.  Borrower, for value received, hereby
promises to pay to the order of U. S. Bank the principal sum of  $2,340,000,  or
such lesser amount as is outstanding  under this note, on the terms set forth in
this note. In addition,  Borrower  hereby promises to pay interest on the unpaid
principal  amount owed under this note (which shall accrue on and after the date
of this note as  specified in  paragraph 2 below),  together  with all costs and
fees,  including  reasonable  attorney fees, incurred by U. S. Bank in enforcing
Borrower3s  obligations under this note. Principal hereof and the interest owing
under  this note are  payable  to U. S.  Bank at 111 S.W.  Fifth  Avenue  (T-8),
Portland,  Oregon 97204,  or such other place as U. S. Bank may direct,  in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts.

            2.  Interest  Rate.  From the date of this note until  December  31,
1997,  interest shall accrue on the principal amount owed hereunder at the Prime
Rate (as defined below) plus 1 percent per annum. From January 1, 1998,  through
and including the date Borrower repays the principal amount owed under this note
in full,  interest  shall accrue on the principal  amount owed  hereunder at the
Prime Rate plus 2 percent per annum. As used in this note, the term "Prime Rate"
means the rate of interest that U. S. Bank from time to time  establishes as its
prime rate. The Prime Rate is not  necessarily  the lowest rate of interest that
U. S. Bank collects from any borrower,  or class of borrowers.  At any time that
the Prime  Rate is in effect  under  this note,  the  interest  rate on the loan
evidenced  hereby shall be adjusted  concurrently  with each change in the Prime
Rate.  The interest  rates  specified in this  paragraph  are  effective  unless
Borrower  is in default  hereunder,  in which case the  principal  balance  owed
hereunder at U. S. Bank3s  election shall bear interest at the Prime Rate plus 5
percent per annum.

            3. Monthly  Payments of Interest.  On or before August 1, 1997,  and
the first day of each  month  thereafter  through  and  including  June 1, 2000,
Borrower  shall pay U. S. Bank all  interest  that has accrued on the  principal
balance outstanding under this note through the last day of the preceding month.
All interest owed under this note shall be computed at the applicable rate based
on a 360-day year, applied to actual days elapsed.  All payments made under this
note  shall  be  applied  first  to any  costs,  fees,  or  expenses  (including
reasonable  attorney fees) that Borrower is obligated to pay hereunder,  then to
interest, and finally to the principal amount owed under this note.

            4.  Loan  Fees.  Borrower  shall  pay U. S. Bank a loan fee equal to
one-half  of 1 percent  of the  principal  balance  owed  under  this note as of
December 31, 1997. That fee shall be due and payable by Borrower on December 31,
1997.  If  Borrower  has repaid the entire  amount owed under this note prior to
December 31, 1997, no loan fee will be due hereunder.

            5. Scheduled Principal Payments. After Term Loan II (as that term is
defined in the loan agreement of even date herewith among  Borrower,  certain of
its affiliates,  and Wells Fargo Bank,  National  Association  (the "Wells Fargo
Loan  Agreement")  has been  repaid,  Borrower  shall make  principal  reduction
payments with respect to the obligation evidenced by this note as follows:

            (a)  $10,000  per  month,  starting  on the  tenth  day of the first
      calendar month after the month in which Term Loan II is repaid, and on the
      tenth day of each month  thereafter until the amount owed pursuant to this
      note is repaid in full; and

            (b) the Cash Flow  Payments (as that term is defined  below).  "Cash
      Flow  Payments"  means,  with  respect to each fiscal  quarter of Williams
      Controls,  Inc.  ("Williams"),  and Borrower  ending after Term Loan II is
      repaid,  (i)  within  60 days  after  the end of each  fiscal  quarter  of
      Williams, an amount equal to 6.25 percent of Williams' consolidated Excess
      Cash Flow (as that term is defined in the Wells Fargo Loan  Agreement) for
      the  12-month  period  ending with such  quarter,  and (ii) within 60 days
      after the end of each fiscal quarter of Borrower,  an amount equal to 6.25
      percent  of  Borrower's  consolidated  Excess  Cash Flow for the  12-month
      period ending with such quarter;  provided,  however, in no event will the
      period  described in items (i) and (ii) begin before  August 1, 1997,  and
      if, as a result of this  proviso,  the  applicable  period is less than 12
      months,  the percentage  shall increase from 6.25 percent by an additional
      2.083  percent  for each month by which such period is less than 12 months
      (for example, if the period is ten months, the applicable percentage shall
      be 10.416 percent).  Notwithstanding the foregoing,  Borrower shall not be
      required to pay a Cash Flow Payment due  hereunder to the extent that such
      payment would cause less than $1,000,000 in Available Credit (as that term
      is defined in the Wells  Fargo Loan  Agreement)  to exist  under the Wells
      Fargo Loan  Agreement.  However,  to the extent  that the  minimum  credit
      availability  requirement  specified in the preceding  sentence  precludes
      Borrower  from paying a Cash Flow  Payment due to U. S. Bank,  Borrower is
      obligated  to pay,  and shall  pay,  the  unpaid  portion of the Cash Flow
      Payment  as soon as,  and to the  extent  that,  more than  $1,000,000  in
      Available Credit exists under the Wells Fargo Loan Agreement.

At the time each Cash Flow Payment is due hereunder, Borrower shall deliver
to U. S. Bank a written report in a form reasonably satisfactory to U. S.
Bank detailing the calculation of the consolidated Excess Cash Flow of
Borrower and Williams for the 12-month period in question.  If Borrower
contends that it is unable to pay all or any portion of a Cash Flow Payment
due under this note due to the $1,000,000 Available Credit limitation
described above, Borrower shall inform U. S. Bank of that fact in writing and
shall provide U. S. Bank all information reasonably requested by U. S. Bank
to enable U. S. Bank to verify Borrower's contention (including, but not
limited to, information regarding the Borrowing Base (as that term is defined
in the Wells Fargo Loan Agreement)).

            In addition to the  above-described  payments,  Borrower  shall make
principal  reduction  payments with respect to the obligation  evidenced by this
note in an aggregate amount not to exceed $200,000 as soon as, and to the extent
that, more than $2,000,000 in Available Credit exists under the Wells Fargo Loan
Agreement.  Until  Borrower has paid the full amount  specified in the preceding
sentence,  Borrower promptly will provide U. S. Bank with information reasonably
requested  by U. S. Bank with  respect  to the  Borrowing  Base (as that term is
defined in the Wells Fargo Loan Agreement).

            6.  Payment in Full.  Borrower's  obligations  pursuant to this note
shall  mature  and be due and  payable  in full upon the  earlier of (a) July 1,
2000, or (b)  acceleration  of the amount owed hereunder in accordance  with the
provisions of paragraph 8 of this note  following the  occurrence of an event of
default  under  this  note.  In  the  event  of an  acceleration  of  Borrower3s
obligations hereunder, the provisions of paragraphs 3 and 5 of this note calling
for  scheduled  payments of interest and principal no longer shall be applicable
and the entire amount of principal and interest  hereunder  shall be immediately
due and payable.

            7.    Prepayment.  Borrower may prepay amounts outstanding under
this note that at any time, without a prepayment charge.  Partial prepayments
do not relieve Borrower of its obligation to make the interest and principal
payments specified in paragraphs 3 and 5 of this note.

            8. Default.  If Borrower fails to make any payment  required by this
note within 5 days of the day such payment is due,  Borrower shall be in default
hereunder. If Borrower is in default hereunder, or if an event of default occurs
under the Consent,  Reaffirmation,  and Release  Agreement of even date herewith
among  U.  S.  Bank,   Borrower,   and  certain   affiliates  of  Borrower  (the
"Agreement"),  or any other  documents that provide  security for, or guaranties
of, Borrower3s obligation pursuant to this note (collectively referred to as the
"Loan Documents"), the principal balance of this note thereafter at U. S. Bank's
election  shall  bear  interest  at the Prime  Rate plus 5  percent  per  annum,
initially  determined on the date of Borrower's default and changing thereafter,
if and when the rate  changes  (which  rate  shall  remain in  effect  until the
default  is cured).  Subject to the  qualification  specified  in the  following
sentence,  if  Borrower  does not cure a  default  hereunder  within  30 days of
receiving written notice from U. S. Bank of the default,  U. S. Bank may without
further notice to Borrower  immediately  exercise any or all of its rights under
the Loan  Documents and  applicable  law (subject to the terms and conditions of
the  Intercreditor  Agreement of even date herewith between U. S. Bank and Wells
Fargo  Bank,  National  Association),  and may  declare  the  entire  balance of
principal  of this note and any  accrued  interest  and all  other  indebtedness
secured or to be secured by the Loan  Documents  immediately  due and payable in
the manner and with the effect provided in the Loan  Documents.  Notwithstanding
the  foregoing,  U. S.  Bank  hereby  agrees  that it will  not  accelerate  the
principal  balance  owed under this note  following  the first  uncured  payment
default  hereunder,  but may do so  following  any  subsequent  uncured  payment
default.  U. S. Bank3s failure to exercise any remedies or rights, or failure to
immediately  accelerate the debt evidenced by this note,  shall not constitute a
waiver of U. S. Bank3s right to do so at any other time.

            9. Costs and Attorney Fees. If Borrower defaults with respect to any
payment  provided for in this note,  or in case of an event of default under any
of the Loan Documents,  U. S. Bank shall have the right, at Borrower's  expense,
to consult an attorney or  collection  agency,  to make any demand,  enforce any
remedy,  or otherwise protect its rights under this note and the Loan Documents.
Borrower  hereby  promises  to pay all  reasonable  costs,  fees,  and  expenses
incurred by U. S. Bank in  connection  with U. S. Bank's  efforts to recover the
amount owed hereunder, including, without limitation, reasonable attorneys' fees
(with or  without  arbitration  or  litigation),  arbitration  and court  costs,
collection  agency charges,  notice expenses and title search expenses,  and the
failure of Borrower to pay the same shall,  in itself,  constitute a further and
additional  default.  In the  event  that a  suit,  action,  or  arbitration  is
instituted  to enforce this note,  or any rights under the Loan  Documents,  the
prevailing party shall be entitled to recover, in addition to costs and expenses
provided  by  statute or  otherwise,  such sums as the court or  arbitrator  may
adjudge reasonable as attorney's fees in such proceeding and on any appeals from
any  judgment  or decree  entered  therein and the costs and  attorney  fees for
collection of the amount due therein.

            Borrower further agrees to pay immediately upon demand all costs and
expenses of U. S. Bank including  reasonable  attorney's fees: (a) if U. S. Bank
seeks to have the property securing the loan evidenced by this note abandoned by
any  estate  in  bankruptcy;  (b) if U. S.  Bank  attempts  to have  any stay or
injunction  prohibiting  the  enforcement  or  collection  of this note,  or the
enforcement of any other Loan Document,  lifted by any bankruptcy court or other
court; (c) if U. S. Bank  participates in any subsequent  proceedings or appeals
from any order or  judgment  entered in any such  proceeding;  (d) if U. S. Bank
deems  it  appropriate  to  file  a  proof  of  claim,  or in any  other  manner
participate  in any  bankruptcy  or  similar  proceedings;  or (e) if U. S. Bank
retains legal counsel in connection with any amendments or modifications of this
note,  or any other Loan  Document  requested  by  Borrower,  or  required by or
resulting from Borrower's default hereunder or thereunder.

            10.   Notice.  Any notice to be given pursuant to this note shall
be given as provided in the Agreement.

            11. Strictly Enforceable Agreement. Time is of the essence. Borrower
agrees that it has received valuable consideration hereunder, that it signs this
note as maker and not as surety, and that any and all suretyship defenses hereby
are waived.  Borrower for itself and all drawers and endorsers  severally waives
presentment for payment, protest, and notice of protest of this note.

            12.  Arbitration.  Either  the holder of this note or  Borrower  may
require that all disputes, claims, counterclaims,  and defenses, including those
based on or arising  from any alleged  tort  (collectively  referred to below as
"Claims")  relating in any way to this note,  or any  transaction  of which this
note is a part,  be  settled  by  binding  arbitration  in  Portland,  Oregon in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association and Title 9 of the U.S. Code.  Notwithstanding  the reference to the
American Arbitration  Association rules in the preceding sentence,  the American
Arbitration  Association  shall not be involved in or administer the arbitration
(unless the parties otherwise agree in writing).  Rather,  within 30 days of the
date of a request or demand for arbitration of any dispute or Claims  hereunder,
the parties shall agree upon a mutually acceptable  arbitrator (and, if they are
unable or unwilling to do so, an arbitrator shall be appointed pursuant to 9 USC
' 5). All Claims will be subject to the  statutes of  limitation  applicable  if
they were litigated.  This provision is void if arbitration  would jeopardize U.
S. Bank3s ability to proceed against collateral located outside of Oregon, or if
the effect of the  arbitration  procedure (as opposed to any Claims of Borrower)
would be to materially  impair the holder's ability to realize on any collateral
securing the loan. One neutral arbitrator will decide all issues. The arbitrator
will be an active  Oregon  State Bar member in good  standing.  All  arbitration
hearings will be held in Portland,  Oregon. In addition to all other powers, the
arbitrator   shall  have  the  exclusive   right  to  determine  all  issues  of
arbitrability.  Judgment  on any  arbitration  award may be entered in any court
with  jurisdiction.  Each  party has the  right  before,  during,  and after any
arbitration  to exercise any number of the following  remedies,  in any order or
concurrently:

            (a)   Setoff,

            (b)   Self-help repossession,

            (c)   Judicial or nonjudicial foreclosure against real or
      personal property collateral, or

            (d)  Provisional  remedies,  including  injunction,  appointment  of
      receiver, attachment, claim and delivery, and replevin.

This  arbitration  clause cannot be modified or waived by either party except in
writing,  which writing must refer to this  arbitration  clause and be signed by
both the holder of this note and Borrower.

            13. Assignment.  U. S. Bank may assign, transfer, or participate its
right,  title,  interest,  and  obligation  in and under  this note and the Loan
Documents without Borrower's  consent to another bank, a financial  institution,
an insurance  company,  an institutional  lender, or an institutional  investor.
Borrower may not assign its rights or transfer its  obligations  under this note
without U. S. Bank's prior, written consent.

            14. Governing Law. This note is governed by the laws of the state of
Oregon, without regard to conflict of laws principles;  provided,  however, that
to the extent  the  holder of this note has  greater  rights or  remedies  under
federal law,  this  provision  shall not be deemed to deprive the holder of such
rights and remedies as may be available under federal law.

            Under Oregon law, most agreements, promises, and commitments made by
U. S. Bank after October 3, 1989  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.


                                    AJAY SPORTS, INC.



                                    By
                                         Thomas W. Itin
                                         President