<PAGE>
                         Revolving Loans Promissory Note



$26,000,000                                                  July 11, 1997



      FOR VALUE RECEIVED,  the undersigned,  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") hereby jointly and severally promise to
pay to the order of Wells  Fargo  Bank,  National  Association  ("Bank")  on the
Maturity Date the principal sum of Twenty-Six Million Dollars ($26,000,000),  or
such lesser amount as shall equal the aggregate outstanding principal balance of
all Revolving Loans made by Bank to Borrowers  pursuant to the Credit  Agreement
referred to below.

      This  promissory  note is one of the Notes  referred to in, and subject to
the terms of, that certain Credit Agreement among Borrowers and Bank dated as of
July 11, 1997,  (as amended,  modified or  supplemented  from time to time,  the
"Credit  Agreement").  Capitalized  terms used herein shall have the  respective
meanings assigned to them in the Credit Agreement.

      Borrower  further  promises to pay interest on the  outstanding  principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.


<PAGE>

      Bank is authorized  but not required to record the date and amount of each
advance made  hereunder,  the date and amount of each  payment of principal  and
interest hereunder, and the resulting unpaid principal balance hereof, in Bank's
internal records,  and any such recordation shall be prima facie evidence of the
accuracy of the information so recorded;  provided however,  that Bank's failure
to so  record  shall  not  limit  or  otherwise  affect  Borrower's  obligations
hereunder  and under the  Credit  Agreement  to repay the  principal  hereof and
interest hereon.

      The Credit Agreement provides, among other things, for acceleration (which
in certain cases shall be automatic) of the maturity  hereof upon the occurrence
of certain stated events, in each case without presentment,  demand,  protest or
further  notice  of any  kind,  all of which  are  hereby  expressly  waived  by
Borrowers.

      Borrowers'  obligations  evidenced by this  promissory note are secured by
the collateral described in the Loan Documents.  The Loan Documents describe the
rights of Bank and any other holder hereof with respect to the collateral.

      In the event of any conflict between the terms of this promissory note and
the terms of the  Credit  Agreement,  the terms of the  Credit  Agreement  shall
control.
<PAGE>

      This promissory note shall be governed by and construed in accordance with
the laws of the State of Oregon.

      UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES, AND COMMITMENTS MADE BY 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 BANK TO BE
ENFORCEABLE.

WILLIAMS CONTROLS, INC.                AJAY SPORTS, INC.

By:                                    By:
Title:                                 Title:
LEISURE LIFE, INC.                     PALM SPRINGS GOLF, INC.

By:                                    By:
Title:                                 Title:
AJAY LEISURE PRODUCTS, INC.            AGROTEC WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
APTEK WILLIAMS, INC.                   GEOFOCUS, INC.

By:                                    By:
Title:                                 Title:
HARDEE WILLIAMS, INC.                  KENCO/WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
NESC WILLIAMS, INC.                    PREMIER PLASTIC TECHNOLOGIES, INC.

By:                                    By:
Title:                                 Title:
WACCAMAW WHEEL WILLIAMS, INC.          WILLIAMS CONTROLS INDUSTRIES, INC.

By:                                    By:
Title:                                 Title:


<PAGE>


WILLIAMS TECHNOLOGIES, INC.            WILLIAMS WORLD TRADE, INC.

By:                                    By:

Title:                                 Title:

WILLIAMS AUTOMOTIVE, INC.              TECHWOOD WILLIAMS, INC.

By:                                    By:

Title:                                 Title:



<PAGE>
                           Term Loan I Promissory Note



$4,430,000                                                   July 11, 1997



      FOR VALUE RECEIVED,  the undersigned,  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") hereby jointly and severally promise to
pay to the  order  of  Wells  Fargo  Bank,  National  Association  ("Bank")  the
principal sum of Four Million Dollars Four Hundred Thirty Thousand  ($4,430,000)
on the earlier of (A) in monthly  principal  payments of $52,738.10  each on the
first  day of each  month  beginning  September  1,  1997  and  the  outstanding
principal balance on the Maturity Date or (B) as otherwise  required pursuant to
the terms of the Credit Agreement referred to below.

      This  promissory  note is one of the Notes  referred to in, and subject to
the terms of, that certain Credit Agreement among Borrowers and Bank dated as of
July 11, 1997,  (as amended,  modified or  supplemented  from time to time,  the
"Credit  Agreement").  Capitalized  terms used herein shall have the  respective
meanings assigned to them in the Credit Agreement.

      Borrower  further  promises to pay interest on the  outstanding  principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.

<PAGE>


      Bank is authorized  but not required to record the date and amount of each
payment of principal and interest hereunder,  and the resulting unpaid principal
balance hereof,  in Bank's internal  records,  and any such recordation shall be
prima facie evidence of the accuracy of the  information  so recorded;  provided
however,  that Bank's  failure to so record shall not limit or otherwise  affect
Borrower's  obligations  hereunder  and under the Credit  Agreement to repay the
principal hereof and interest hereon.

      The Credit Agreement provides, among other things, for acceleration (which
in certain cases shall be automatic) of the maturity  hereof upon the occurrence
of certain stated events, in each case without presentment,  demand,  protest or
further  notice  of any  kind,  all of which  are  hereby  expressly  waived  by
Borrowers.

      Borrowers'  obligations  evidenced by this  promissory note are secured by
the collateral described in the Loan Documents.  The Loan Documents describe the
rights of Bank and any other holder hereof with respect to the collateral.

      In the event of any conflict between the terms of this promissory note and
the terms of the  Credit  Agreement,  the terms of the  Credit  Agreement  shall
control.
<PAGE>

      This promissory note shall be governed by and construed in accordance with
the laws of the State of Oregon.

      UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES, AND COMMITMENTS MADE BY 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 BANK TO BE
ENFORCEABLE.

WILLIAMS CONTROLS, INC.                AJAY SPORTS, INC.

By:                                    By:
Title:                                 Title:
LEISURE LIFE, INC.                     PALM SPRINGS GOLF, INC.

By:                                    By:
Title:                                 Title:
AJAY LEISURE PRODUCTS, INC.            AGROTEC WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
APTEK WILLIAMS, INC.                   GEOFOCUS, INC.

By:                                    By:
Title:                                 Title:
HARDEE WILLIAMS, INC.                  KENCO/WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
NESC WILLIAMS, INC.                    PREMIER PLASTIC TECHNOLOGIES, INC.

By:                                    By:
Title:                                 Title:
WACCAMAW WHEEL WILLIAMS, INC.          WILLIAMS CONTROLS INDUSTRIES, INC.

By:                                    By:
Title:                                 Title:

<PAGE>

WILLIAMS TECHNOLOGIES, INC.            WILLIAMS WORLD TRADE, INC.

By:                                    By:

Title:                                 Title:

WILLIAMS AUTOMOTIVE, INC.              TECHWOOD WILLIAMS, INC.

By:                                    By:

Title:                                 Title:



<PAGE>
                       Term Loan II Promissory Note



$1,000,000                                                   July 11, 1997



      FOR VALUE RECEIVED,  the undersigned,  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") hereby jointly and severally promise to
pay to the  order  of  Wells  Fargo  Bank,  National  Association  ("Bank")  the
principal sum of One Million  Dollars  ($1,000,000)  on the earlier of (A)(i) in
monthly  principal  payments  of  $41,667  each on the first  day of each  month
beginning  September  1, 1997,  (ii) on or before  January  31 of each year,  an
amount equal to 50% of Williams Parent's  consolidated  Excess Cash Flow for the
immediately  preceding fiscal year of Williams Parent;  (iii) on or before April
30 of each year,  an amount equal to 50% of Ajay  Parent's  consolidated  Excess
Cash Flow for the immediately  preceding fiscal year of Ajay Parent; (iv) within
three Business Days of the receipt by Borrower of additional  equity (other than
equity  contributed by another  Borrower),  an amount equal to the amount of (or
fair market value of) such additional equity;  (v) upon the receipt thereof,  an
amount equal to the net proceeds from the sale or liquidation of Kenco/Williams,
Inc. or of substantially all of its assets after deducting from such proceeds an
amount equal to the portion of the Revolving  Loans and Term Loan I based on the
assets sold (or otherwise transferred) and applying such amount to the reduction
of the Revolving  Loans and Term Loan I; and (vi) upon the receipt  thereof,  an
amount equal to the net proceeds  from the sale of any asset out of the ordinary
course of business  after  deducting  from such  proceeds an amount equal to the
portion of the Revolving Loans, Term Loan I and Real Estate Loan based on the

<PAGE>

assets sold and applying such amount to the  reduction of the  Revolving  Loans,
Term  Loan I and  Real  Estate  Loan.  Borrowers  shall  repay  the  outstanding
principal balance of Term Loan II, together with all accrued and unpaid interest
and  related  fees on the earlier of June 1, 1999 or (B) as  otherwise  required
pursuant to the terms of the Credit Agreement referred to below.

      This  promissory  note is one of the Notes  referred to in, and subject to
the terms of, that certain Credit Agreement among Borrowers and Bank dated as of
July 11, 1997,  (as amended,  modified or  supplemented  from time to time,  the
"Credit  Agreement").  Capitalized  terms used herein shall have the  respective
meanings assigned to them in the Credit Agreement.

      Borrower  further  promises to pay interest on the  outstanding  principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.

      Bank is authorized  but not required to record the date and amount of each
payment of principal and interest hereunder,  and the resulting unpaid principal
balance hereof,  in Bank's internal  records,  and any such recordation shall be
prima facie evidence of the accuracy of the  information  so recorded;  provided
however,  that Bank's  failure to so record shall not limit or otherwise  affect
Borrower's  obligations  hereunder  and under the Credit  Agreement to repay the
principal hereof and interest hereon.

      The Credit Agreement provides, among other things, for acceleration (which
in certain cases shall be automatic) of the maturity  hereof upon the occurrence
of certain stated events, in each case without presentment,  demand,  protest or
further  notice  of any  kind,  all of which  are  hereby  expressly  waived  by
Borrowers.

      Borrowers'  obligations  evidenced by this  promissory note are secured by
the collateral described in the Loan Documents.  The Loan Documents describe the
rights of Bank and any other holder hereof with respect to the collateral.

      In the event of any conflict between the terms of this promissory note and
the terms of the  Credit  Agreement,  the terms of the  Credit  Agreement  shall
control.

      This promissory note shall be governed by and construed in accordance with
the laws of the State of Oregon.

      UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES, AND COMMITMENTS MADE BY BANK
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT


<PAGE>

FOR PERSONAL,  FAMILY OR HOUSEHOLD  PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE, MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.


WILLIAMS CONTROLS, INC.                AJAY SPORTS, INC.

By:                                    By:
Title:                                 Title:
LEISURE LIFE, INC.                     PALM SPRINGS GOLF, INC.

By:                                    By:
Title:                                 Title:
AJAY LEISURE PRODUCTS, INC.            AGROTEC WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
APTEK WILLIAMS, INC.                   GEOFOCUS, INC.

By:                                    By:
Title:                                 Title:
HARDEE WILLIAMS, INC.                  KENCO/WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
NESC WILLIAMS, INC.                    PREMIER PLASTIC TECHNOLOGIES, INC.

By:                                    By:
Title:                                 Title:
WACCAMAW WHEEL WILLIAMS, INC.          WILLIAMS CONTROLS INDUSTRIES, INC.

By:                                    By:
Title:                                 Title:



<PAGE>






WILLIAMS TECHNOLOGIES, INC.            WILLIAMS WORLD TRADE, INC.

By:                                    By:

Title:                                 Title:

WILLIAMS AUTOMOTIVE, INC.              TECHWOOD WILLIAMS, INC.

By:                                    By:

Title:                                 Title:



<PAGE>
                     Real Estate Loan Promissory Note



$2,658,000                                                   July 11, 1997



      FOR VALUE RECEIVED,  the undersigned,  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") hereby jointly and severally promise to
pay to the  order  of  Wells  Fargo  Bank,  National  Association  ("Bank")  the
principal  sum  of  Two  Million  Six  Hundred   Fifty-Eight   Thousand  Dollars
($2,658,000) on the earlier of (A) in monthly principal payments of $11,075 each
on the first day of each month  beginning  September 1, 1997 and the outstanding
principal balance on the Maturity Date or (B) as otherwise  required pursuant to
the terms of the Credit Agreement referred to below.

      This  promissory  note is one of the Notes  referred to in, and subject to
the terms of, that certain Credit Agreement among Borrowers and Bank dated as of
July 11, 1997,  (as amended,  modified or  supplemented  from time to time,  the
"Credit  Agreement").  Capitalized  terms used herein shall have the  respective
meanings assigned to them in the Credit Agreement.

      Borrower  further  promises to pay interest on the  outstanding  principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds. <PAGE>

      Bank is authorized  but not required to record the date and amount of each
payment of principal and interest hereunder,  and the resulting unpaid principal
balance hereof,  in Bank's internal  records,  and any such recordation shall be
prima facie evidence of the accuracy of the  information  so recorded;  provided
however,  that Bank's  failure to so record shall not limit or otherwise  affect
Borrower's  obligations  hereunder  and under the Credit  Agreement to repay the
principal hereof and interest hereon.

      The Credit Agreement provides, among other things, for acceleration (which
in certain cases shall be automatic) of the maturity  hereof upon the occurrence
of certain stated events, in each case without presentment,  demand,  protest or
further  notice  of any  kind,  all of which  are  hereby  expressly  waived  by
Borrowers.

      Borrowers'  obligations  evidenced by this  promissory note are secured by
the collateral described in the Loan Documents.  The Loan Documents describe the
rights of Bank and any other holder hereof with respect to the collateral.

      In the event of any conflict between the terms of this promissory note and
the terms of the  Credit  Agreement,  the terms of the  Credit  Agreement  shall
control.

      This promissory note shall be governed by and construed in accordance with
the laws of the State of Oregon.

      UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES, AND COMMITMENTS MADE BY 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 BANK TO BE
ENFORCEABLE.

WILLIAMS CONTROLS, INC.                AJAY SPORTS, INC.

By:                                    By:
Title:                                 Title:
LEISURE LIFE, INC.                     PALM SPRINGS GOLF, INC.

<PAGE>

By:                                    By:
Title:                                 Title:
AJAY LEISURE PRODUCTS, INC.            AGROTEC WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
APTEK WILLIAMS, INC.                   GEOFOCUS, INC.

By:                                    By:
Title:                                 Title:
HARDEE WILLIAMS, INC.                  KENCO/WILLIAMS, INC.

By:                                    By:
Title:                                 Title:
NESC WILLIAMS, INC.                    PREMIER PLASTIC TECHNOLOGIES, INC.

By:                                    By:
Title:                                 Title:
WACCAMAW WHEEL WILLIAMS, INC.          WILLIAMS CONTROLS INDUSTRIES, INC.

By:                                    By:
Title:                                 Title:



WILLIAMS TECHNOLOGIES, INC.            WILLIAMS WORLD TRADE, INC.

By:                                    By:

Title:                                 Title:

WILLIAMS AUTOMOTIVE, INC.              TECHWOOD WILLIAMS, INC.

By:                                    By:

Title:                                 Title: