CONTINUING UNCONDITIONAL GUARANTY
                                    OF
                              THOMAS W. ITIN


      WHEREAS,  WILLIAMS  CONTROLS,  INC. a Delaware  corporation,  AJAY SPORTS,
INC., a Delaware corporation,  LEISURE LIFE, INC., a Tennessee corporation, PALM
SPRINGS  GOLF,  INC., a Colorado  corporation,  AJAY LEISURE  PRODUCTS,  INC., a
Delaware  corporation,  AGROTEC WILLIAMS,  INC., a Delaware  corporation,  APTEK
WILLIAMS,  INC., a Delaware corporation,  GEOFOCUS, INC., a Florida corporation,
HARDEE WILLIAMS, INC., a Delaware corporation,  KENCO/WILLIAMS, INC., a Delaware
corporation,  NESC  WILLIAMS,  INC.,  a Delaware  corporation,  PREMIER  PLASTIC
TECHNOLOGIES,  INC., a Delaware  corporation,  WACCAMAW WHEEL WILLIAMS,  INC., a
Delaware   corporation,   WILLIAMS   CONTROLS   INDUSTRIES,   INC.,  a  Delaware
corporation, WILLIAMS TECHNOLOGIES, INC., a Delaware corporation, WILLIAMS WORLD
TRADE,  INC.,  a Delaware  corporation,  WILLIAMS  AUTOMOTIVE,  INC., a Delaware
corporation, TECHWOOD WILLIAMS, INC., a Delaware corporation, (each individually
referred to as "Borrower" and all collectively referred to as "Borrowers"), have
entered  into  that  certain  Credit  Agreement,  dated as of July 11,  1997 (as
amended,  modified or  supplemented  from time to time, the "Credit  Agreement")
with Wells Fargo Bank,  National  Association  ("Bank")  (capitalized terms used
herein  shall  have  the  respective  meanings  assigned  to them in the  Credit
Agreement); and

      WHEREAS, Thomas W. Itin ("Guarantor") is a significant shareholder
of Williams Parent and Ajay Parent and will derive direct and indirect
economic benefit from the Loans and the Letters of Credit; and

      WHEREAS,  Bank requires that  Guarantor  execute and deliver this Guaranty
Agreement as a condition to Bank entering into the Credit Agreement; and

      WHEREAS,  all  capitalized  terms used herein and not defined herein shall
have the meaning attributed to them in the Credit Agreement;

      NOW, THEREFORE, to induce Bank to enter into the Credit Agreement and make
Loans and issue Letters of Credit, Guarantor hereby agrees as follows:

      SECTION 1. Guaranty.  Guarantor  hereby  unconditionally  and  irrevocably
guarantees the full and prompt payment when due, whether at stated maturity,  by
acceleration or otherwise,  all Obligations,  whether now or hereafter  existing
and whether for principal,  interest,  fees, expenses or otherwise,  and any and
all expenses  (including,  without  limitation,  reasonable  attorneys' fees and
expenses,  whether  incurred at the trial or appellate  level, in an arbitration
proceeding,  in  bankruptcy  (including,   without  limitation,   any  adversary
proceeding,  contested  matter or motion) or otherwise)  reasonably  incurred by
Bank in enforcing any rights under this Guaranty Agreement.  This guaranty is an
absolute guaranty of payment and not a guaranty of collection.

      SECTION 2. Guaranty  Absolute.  Guarantor  guaranties that the Obligations
will be paid  strictly  in  accordance  with the  terms  of the Loan  Documents,
regardless  of any law,  regulation  or order now or  hereafter in effect in any
jurisdiction  affecting any of such terms or the rights of the Bank with respect
thereto.  The  liability of Guarantor  under this  Guaranty  Agreement  shall be
absolute and unconditional irrespective of:

            (i) any lack of validity or  enforceability  of any provision of any
      Loan Document or any other  agreement or  instrument  relating to any Loan
      Document, or avoidance or subordination of any of the Obligations;

           (ii) any change in the time, manner or place of payment of, or in any
      other term of, or any  increase in the amount of, all of the  Obligations,
      or any  other  amendment  or  waiver  of any term of,  or any  consent  to
      departure from any requirement of, any of the Loan Documents;

          (iii)  any  exchange,  release  or  non-perfection  of any Lien on any
      collateral  for, or any release or  amendment or waiver of any term of any
      other guaranty of, or any consent to departure from any requirement of any
      other guaranty of, all or any of the Obligations;

           (iv) the absence of (A) any attempt to collect any of the Obligations
      from  Borrowers  or from any other  guarantor  or (B) any other  action to
      enforce the same or the election of any remedy by Bank;

            (v)   any waiver, consent, extension, forbearance or granting
      of any indulgence by Bank with respect to any provision of any Loan
      Document;

           (vi) the election by Bank in any proceeding under chapter 11 of Title
      11 of the United States Code (the "Bankruptcy Code") of the application of
      section 1111(b)(2) of the Bankruptcy Code;

          (vii)   any borrowing or grant of a security interest by
      Borrower, as debtor-in-possession, under section 364 of the
      Bankruptcy Code;

         (viii)   the disallowance, under section 502 of the Bankruptcy
      Code, of all or any portion of the claims of Bank for payment of any
      of the Obligations; or

           (ix) any other circumstance which might otherwise  constitute a legal
      or equitable discharge or defense of a borrower or a guarantor.

      SECTION 3.  Waiver.  (a)  Guarantor  hereby  (i)  waives  (A)  promptness,
diligence,  notice of  acceptance  and any and all other notices with respect to
any of the Obligations or this Guaranty Agreement (other than demand for payment
hereunder by Bank),  (B) any requirement that Bank protect,  secure,  perfect or
insure any security interest in or other Lien on any property subject thereto or
exhaust any right or take any action  against  Borrowers  or any other Person or
any  security  for any of the  Obligations,  (C) the  filing of any claim with a
court in the event of  receivership  or bankruptcy  of Borrower,  (D) protest or
notice with respect to nonpayment of all or any of the  Obligations  and (E) all
demands  whatsoever  (and any  requirement  that same be made on  Borrower  as a
condition precedent to Guarantor's  obligations hereunder) other than demand for
payment  hereunder by Bank;  and (ii)  covenants  and agrees that this  Guaranty
Agreement  will not be discharged  except by complete  payment,  in cash, of the
Obligations and all other obligations of Guarantor contained herein.

      (b) If, in the good faith exercise of any of its rights and remedies, Bank
forfeits any of its rights or remedies, including, without limitation, its right
to enter a deficiency  judgment  against  Borrower or any other Person,  whether
because of any  applicable law pertaining to "election of remedies" or the like,
Guarantor hereby consents to such action by Bank and waives any claim based upon
such action. Any election of remedies which results from such exercise of rights
and  remedies  in the  denial  or  impairment  of the  right  of  Bank to seek a
deficiency  judgment  against  Borrower  shall  not  impair  the  obligation  of
Guarantor to pay the full amount of the  Obligations or any other  obligation of
Guarantor contained herein.

      (c)  Guarantor  agrees  that  notwithstanding  the  foregoing  and without
limiting the  generality of the  foregoing,  if, after the occurrence and during
the continuance of an Event of Default, Bank is prevented by applicable law from
exercising its rights to accelerate the maturity of the Obligations,  to collect
interest on the  Obligations,  to enforce or exercise  any other right or remedy
with  respect to the  Obligations,  or to take action to realize on any security
for  any of the  Obligations,  subject  to the  limitations  set  forth  herein,
Guarantor agrees to pay to the Bank, upon demand therefor, the amount that would
otherwise  have been due and payable from Borrowers had such rights and remedies
been permitted to be exercised by Bank.

      (d) Guarantor hereby assumes  responsibility  for keeping himself informed
of the financial  condition of Borrowers  and of each other  guarantor of all or
any part of the  Obligations,  and of all other  circumstances  bearing upon the
risk of nonpayment of the Obligations or any part thereof, that diligent inquiry
would  reveal.  Guarantor  hereby  agrees that Bank shall have no duty to advise
Guarantor of  information  known to Bank  regarding  such  condition or any such
circumstance. If Bank in its sole discretion undertakes at any time or from time
to time to provide any such  information  to  Guarantor,  Bank shall be under no
obligation (i) to undertake any investigation,  (ii) to disclose any information
which,  pursuant  to  accepted  or  reasonable  banking  or  commercial  finance
practices,  Bank wishes to maintain confidential,  or (iii) to make any other or
future disclosures of such information or any other information to Guarantor.

      (e)  Guarantor  consents and agrees that Bank shall be under no obligation
to marshal any assets in favor of  Guarantor or  otherwise  in  connection  with
obtaining payment of any or all of the Obligations from any Person or source.

      (f) Until all the Obligations  and all obligations of Guarantor  contained
herein have been fully paid, in cash,  and  performed,  Guarantor  shall have no
right of subrogation, and Guarantor waives any right to enforce any remedy which
Bank now has or may hereafter  have against  Borrower or any other  Person,  and
waives any benefit of, or any right to  participate  in, any security for any of
the Obligations now or hereafter held by Bank.

      SECTION 4.  Amendments,  Etc. No amendment  or waiver of any  provision of
this Guaranty Agreement nor consent to any departure by Guarantor herefrom shall
in any event be  effective  unless the same  shall be in  writing  and signed by
Bank,  and then such waiver or consent  shall be effective  only in the specific
instance and for the specific purpose for which given.

      SECTION 5.  Notices.  All notices,  requests and demands  which a party is
required or may desire to give to the other party under this Guaranty  Agreement
must be in writing,  addressed  to Bank at its  address or  telecopy  number set
forth in the Credit  Agreement,  and  addressed to  Guarantor  at the  following
address or telecopy number:

      GUARANTOR:        Thomas W. Itin
                        7001 Orchard Lane Road
                        Suite 424
                         West Bloomfield, MI 48322-3608
                           Telecopier: (248) 851-9080

or to such other  address or telecopy  number as either party may  designate for
itself/himself by written notice to the other party.  Each such notice,  request
and demand  shall be deemed  given or made as follows:  (a) five  Business  Days
following  deposit in the United States mails with first class postage  prepaid,
(b) the next  Business  Day after  such  notice  was  delivered  to a  regularly
scheduled  overnight  delivery  carrier with delivery fees either  prepaid or an
arrangement,  satisfactory with such carrier, made for the payment of such fees,
or (c) upon receipt of notice given by telecopy,  mailgram,  telegram,  telex or
personal delivery.

      SECTION  6. No  Waiver;  Remedies.  (a) No  failure on the part of Bank to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by law or any of the other Loan Documents.

      (b)  Failure  by Bank at any time or times  hereafter  to  require  strict
performance by Borrower, Guarantor or any other Person of any of the provisions,
warranties, terms or conditions contained in any of the Loan Documents now or at
any time or times hereafter executed by Borrower, Guarantor or such other Person
and  delivered to Bank shall not waive,  affect or diminish any right of Bank at
any time or times hereafter to demand strict performance thereof, and such right
shall not be deemed to have been  modified or waived by any course of conduct or
knowledge of Bank or of any officer or employee of Bank.

      (c) No  waiver by Bank of any  default  shall  operate  as a waiver of any
other  default or the same default on a future  occasion,  and no action by Bank
permitted  hereunder  shall in any way affect or impair any of Bank's  rights or
Guarantor's  obligations under this Guaranty  Agreement or under any of the Loan
Documents.  Any determination by a court of competent jurisdiction of the amount
of any  principal  and/or  interest  or  other  amount  constituting  any of the
Obligations shall be conclusive and binding on Guarantor irrespective of whether
Guarantor  was a party to the suit or action  in which  such  determination  was
made.

      SECTION 7. Right of Set-off.  Subject to the limitations set forth herein,
upon the occurrence and during the continuance of any Event of Default, Bank and
its affiliates  are hereby  authorized at any time and from time to time, to the
fullest  extent  permitted  by law,  to set off and apply  any and all  deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness at any time owing by Bank or any of its affiliates to or for
the credit or the account of Guarantor against any and all of the obligations of
Guarantor now or hereafter existing under this Guaranty Agreement,  irrespective
of whether or not Bank or such  affiliate  shall have made any demand under this
Guaranty   Agreement  and  although  such  obligations  may  be  contingent  and
unmatured.  Bank agrees promptly to notify  Guarantor after any such set-off and
application;  provided,  however, that the failure to give such notice shall not
affect the  validity of such set-off and  application.  The rights of Bank under
this Section are in addition to other rights and  remedies  (including,  without
limitation, other rights of set-off) which Bank may have.

      SECTION 8. Continuing Guaranty Agreement;  Transfer of Notes. The guaranty
set forth in  Section 1 is a  continuing  guaranty  and shall (a) remain in full
force and effect until indefeasible payment in full, in cash, of the Obligations
and all other amounts  payable  hereunder,  (b) be binding upon  Guarantor,  his
heirs,  successors  and  assigns,  and  (c)  inure  to  the  benefit  of  and be
enforceable  by Bank  and its  successors,  transferees,  and  assigns.  Without
limiting  the  generality  of the  foregoing  clause  (c),  Bank may  assign  or
otherwise  transfer any Note held by it or  Obligation  owing to it to any other
Person,  and such other Person shall thereupon become vested with all the rights
in respect  thereof  granted to Bank herein or otherwise with respect to such of
the Notes and Obligations so transferred or assigned.

      SECTION 9. Limitation of Guaranty  Agreement.  Anything to the contrary in
this Guaranty  Agreement  notwithstanding,  the maximum  liability  hereunder of
Guarantor  shall not at any time  exceed  $1,000,000  plus any and all  expenses
(including, without limitation, reasonable attorneys' fees and expenses, whether
incurred at the trial or  appellate  level,  in an  arbitration  proceeding,  in
bankruptcy (including,  without limitation, any adversary proceeding,  contested
matter or motion) or  otherwise)  reasonably  incurred by Bank in enforcing  any
rights under this Guaranty  Agreement.  So long as no Event of Default exists or
is continuing,  Guarantor shall be released from any and all liability hereunder
upon the first to occur of (i) the  repayment in full of Term Loan II and of all
interest  and fees  associated  therewith  or (ii)  consummation  of the sale or
liquidation  of Kenco  Williams,  Inc. on terms and conditions  satisfactory  to
Bank.

      SECTION 10.  Reinstatement.  This Guaranty  Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by or
against  Borrower for  liquidation or  reorganization,  should  Borrower  become
insolvent  or make an  assignment  for the  benefit  of  creditors  or  should a
receiver or trustee be appointed for all or any  significant  part of Borrower's
assets,  and shall,  to the  fullest  extent  permitted  by law,  continue to be
effective  or be  reinstated,  as the case may be,  if at any time  payment  and
performance of the Obligations,  or any part thereof, is, pursuant to applicable
law,  rescinded or reduced in amount,  or must otherwise be restored or returned
by any obligee of the  Obligations or such part thereof,  whether as a "voidable
preference,"  "fraudulent transfer," or otherwise, all as though such payment or
performance  has  not  been  made.  If any  payment,  or any  part  thereof,  is
rescinded,  reduced, restored or returned, the Obligations shall, to the fullest
extent  permitted by law, be reinstated  and deemed  reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

      SECTION 11.  Governing Law.  This Guaranty Agreement shall be
governed by and construed in accordance with the laws of the State of
Oregon.

      SECTION 12. Submission to Jurisdiction.  GUARANTOR HEREBY:  (A) SUBMITS TO
THE EXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF OREGON AND THE FEDERAL
COURTS OF THE UNITED  STATES  SITTING IN THE STATE OF OREGON FOR THE  PURPOSE OF
ANY  ACTION  OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO  ANY  OF THE  LOAN
DOCUMENTS;  (B)  AGREES  THAT  ALL  CLAIMS  IN  RESPECT  OF ANY SUCH  ACTION  OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS;  (C)  IRREVOCABLY  WAIVES
(TO THE FULL EXTENT  PERMITTED BY APPLICABLE  LAW) ANY OBJECTION WHICH IT NOW OR
HEREAFTER  MAY HAVE TO THE  LAYING  OF VENUE OF ANY SUCH  ACTION  OR  PROCEEDING
BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN  INCONVENIENT
FORUM;  AND (D) AGREES THAT A FINAL  JUDGMENT  IN ANY SUCH ACTION OR  PROCEEDING
SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.

      SECTION 13.  Arbitration.

      (a)  Arbitration.  Upon the  demand of any  party,  any  Dispute  shall be
resolved by binding arbitration (except as set forth in (e) below) in accordance
with the terms of this Guaranty  Agreement.  A "Dispute"  shall mean any action,
dispute,  claim  or  controversy  of any  kind,  whether  in  contract  or tort,
statutory or common law, legal or equitable,  now existing or hereafter  arising
under  or in  connection  with,  or in any  way  pertaining  to,  this  Guaranty
Agreement,  any of the Loan Documents, or any past, present or future extensions
of credit and other activities,  transactions or obligations of any kind related
directly  or  indirectly  to  any  of  the  Loan  Documents,  including  without
limitation,  any of the foregoing arising in connection with the exercise of any
self help,  ancillary or other remedies  pursuant to this Guaranty  Agreement or
any of the Loan Documents.  Any party may by summary proceedings bring an action
in court to compel  arbitration of a Dispute.  Any party who fails or refuses to
submit to  arbitration  following a lawful  demand by any other party shall bear
all costs and expenses incurred by such other party in compelling arbitration of
any Dispute.

      (b) Governing Rules.  Arbitration proceedings shall be administered by the
American  Arbitration  Association  ("AAA") or such other  administrator  as the
parties  shall  mutually  agree  upon in  accordance  with  the  AAA  Commercial
Arbitration Rules. All Disputes shall submitted to arbitration shall be resolved
in  accordance  with the Federal  Arbitration  Act (Title 9 of the United States
Code),  notwithstanding any conflicting choice of law provision in this Guaranty
Agreement or any of the Loan Documents.  The arbitration shall be conducted at a
location in Oregon selected by the AAA or other  administrator.  If there is any
inconsistency  between  the  terms  hereof  and any such  rules,  the  terms and
procedures set forth herein shall control. All statutes of limitation applicable
to  any  Dispute  shall  apply  to any  arbitration  proceeding.  All  discovery
activities  shall be  expressly  limited to  matters  directly  relevant  to the
Dispute being arbitrated. Judgment upon any award rendered in an arbitration may
be entered in any court having  jurisdiction;  provided,  however,  that nothing
contained  herein  shall be deemed to be a waiver by any party that is a bank of
the protections  afforded to it under 12 U.S.C.  ss.91 or any similar applicable
state law.

      (c)  No  Waiver;  Provisional  Remedies;  Self-Help  and  Foreclosure.  No
provision  hereof  shall  limit  the right of any  party to  exercise  self-help
remedies  such as setoff,  foreclosure  against or sale of any real or  personal
property collateral or security, or to obtain provisional or ancillary remedies,
including  without  limitation  injunctive  relief,  sequestration,  attachment,
garnishment  or the  appointment  of a  receiver,  from  a  court  of  competent
jurisdiction  before,  after or during the pendency of any  arbitration or other
proceeding.  The  exercise of any such  remedy  shall not waive the right of any
party to compel arbitration hereunder.

      (d) Arbitrator  Qualifications  and Powers;  Awards.  Arbitrators  must be
active members of the Oregon State Bar or retired judges of the state or federal
judiciary of Oregon,  with expertise in the  substantive  laws applicable to the
subject matter of the Dispute.  Arbitrators are empowered to resolve Disputes by
summary  rulings in  response to motions  filed  prior to the final  arbitration
hearing.  Arbitrators  (i) shall  resolve all  Disputes in  accordance  with the
substantive law of the state of Oregon, (ii) may grant any remedy or relief that
a court of the state of Oregon  could order or grant within the scope hereof and
such  ancillary  relief as is necessary to make  effective any award,  and (iii)
shall  have the  power to award  recovery  of all  costs  and  fees,  to  impose
sanctions  and to take such  other  actions as they deem  necessary  to the same
extent a judge  could  pursuant  to the Federal  Rules of Civil  Procedure,  the
Oregon Rules of Civil  Procedure or other  applicable  law. Any Dispute in which
the amount in  controversy  is  $5,000,000  or less shall be decided by a single
arbitrator who shall not render an award of greater than  $5,000,000  (including
damages,  costs,  fees and expenses).  By submission to a single  arbitrator not
affiliated  with any party,  each party  expressly  waives any right or claim to
recover  more than  $5,000,000.  Any Dispute in which the amount in  controversy
exceeds  $5,000,000  shall  be  decided  by  majority  vote of a panel  of three
arbitrators not affiliated with any party.

      (e) Judicial Review.  Notwithstanding  anything herein to the contrary, in
any  arbitration in which the amount in  controversy  exceeds  $25,000,000,  the
arbitrators  shall be required to make  specific,  written  findings of fact and
conclusions of law. In such  arbitrations (i) the arbitrators shall not have the
power to make any award which is not supported by substantial  evidence or which
is based on legal  error,  (ii) an award  shall not be binding  upon the parties
unless the  findings  of fact are  supported  by  substantial  evidence  and the
conclusions of law are not erroneous  under the  substantive law of the state of
Oregon,  and (iii) the parties shall have in addition to the grounds referred to
in the Federal  Arbitration  Act for vacating,  modifying or correcting an award
the right to judicial review of (A) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,   and  (B)  whether  the
conclusions  of law are  erroneous  under  the  substantive  law of the state of
Oregon. Judgment confirming an award in such a proceeding may be entered only if
a court determines the award is supported by substantial  evidence and not based
on legal error under the substantive law of the state of Oregon.

      (f)  Miscellaneous.  To the  maximum  extent  practicable,  the  AAA,  the
arbitrators  and the parties  shall take all action  required  to  conclude  any
arbitration  proceeding  within 180 days of the filing of the  Dispute  with the
AAA. No arbitrator or other party to an arbitration  proceeding may disclose the
existence,  content or results thereof, except for disclosures of information by
a party  required in the ordinary  course of its business,  by applicable law or
regulation,  or to the extent  necessary to exercise any judicial  review rights
set forth herein.  If more than one agreement for  arbitration by or between the
parties  potentially  applies  to a  Dispute,  the  arbitration  provision  most
directly related to this Guaranty Agreement or the subject matter of the Dispute
shall control. This arbitration  provision shall survive termination,  amendment
or  expiration  of any of the Loan  Documents  or any  relationship  between the
parties.

      SECTION  14.  Miscellaneous.  All  references  herein  to  Borrower  or to
Guarantor  shall include their  respective  successors  and assigns,  including,
without  limitation,  a  receiver,  trustee  or  debtor-in-possession  of or for
Borrower or Guarantor. All references to the singular shall be deemed to include
the plural where the context so requires.

      SECTION 15.  Oregon Statutory Notice.

      UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL,  FAMILY OR HOUSEHOLD  PURPOSES OR SECURED SOLELY BY THE BORROWERS'
RESIDENCE MUST BE IN WRITING,  EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDER
TO BE ENFORCEABLE.

      IN WITNESS WHEREOF, Guarantor has signed this Guaranty Agreement as
of July 11, 1997




                                 Thomas W. Itin