SECURED PROMISSORY NOTE


Up to $3,652,000                                                 June 30, 1998



      FOR VALUE  RECEIVED,  the  undersigned,  AJAY  SPORTS,  INC.,  a  Delaware
corporation  ("Maker"),  promises to pay to the order of William Controls,  Inc.
(the "Holder"),  at 14100 SW 72nd Avenue,  Portland,  Oregon 97224,  (or at such
other place as Holder shall designate in writing), in lawful money of the United
States of America,  the  principal sum of  $3,652,000,  or such lesser amount as
shall equal the aggregate  outstanding principal balance of all advances made to
Maker by Holder  under the  Agreements  dated June 30,  1998  between  Maker and
Holder, from time to time, at such times and on such terms and conditions as are
set forth herein.

      This Note arises out of the loans and advances from Holder to Maker in the
amount of  $4,564,000,  plus other  amounts to be  advanced  under that  certain
agreement dated June 30, 1998, by and among Maker and Holder


1.    Term.  This Note  shall  mature on August  1,  2001,  on which  date all
unpaid principal and interest shall become due and payable in full.


2. Interest.  Simple interest on the outstanding  principal balance shall accrue
on the outstanding  balance at a rate of 16% per annum on the basis of a 365-day
year (the  "Interest  Rate"),  unless  there  shall  exist an  uncured  Event of
Default, as herein defined. During the existence of an uncured Event of Default,
simple interest at the rate of four  percentage  points above the Interest Rate;
provided, that, the rate shall not exceed 18% per annum and shall be computed on
the  outstanding  principal  amount on the basis of a 365-day year multiplied by
the number of actual days the Event of Default  remains  uncured  (the  "Default
Interest Rate").  After September 1, 1998, the Interest Rate shall be calculated
in  accordance  with the formula set forth in Schedule 2 if (i) the  outstanding
principal on the Note  changes by an aggregate of $100,000 or more,  or (ii) the
value of the Maker's  outstanding  Secured Series D Convertible  Preferred Stock
changes by an aggregate of $100,000 or more.

3.    Payments of Principal and Interest.

      (a)  Commencing  August 1, 1999 and  continuing  through  maturity of this
Note,  the Maker shall,  subject to certain bank loan  limitations,  make annual
principal payments in an amount equal to 20% of Maker's cash flow for the fiscal
year preceding the principal  payment due. For purposes of this Note,  cash flow
is  defined as net  income  after  payment of  preferred  stock  dividends  plus
depreciation, amortization and other non-cash charges.

      (b)  Commencing  August 1, 1998 and  continuing  through  maturity of this
Note, the Maker shall make monthly interest  payments in the amount set forth in
Paragraph  2, above.  Monthly  interest  payments  shall be due and  received by
Holder on the first day of each calendar month for the preceding calendar month.

4. Prepayments. Maker may prepay the entire outstanding indebtedness of Maker to
Holder at any time,  or may from time to time make  partial  prepayments  on the
outstanding  principal balance of this Note. All prepayments may be made without
penalty. No partial prepayments shall excuse, delay or reduce any other payments
due under this Note thereafter.
<PAGE>

5.    Reimbursement  of  Collection  Costs.  Maker agrees to reimburse  Holder
for all reasonable costs,  including  reasonable  attorneys' fees, incurred to
collect this Note if not paid when due.

6.    Event of Default.  The  occurrence  of any one of the  following  events
shall constitute an Event of Default hereunder:

      (a) The Maker shall fail to pay any amount due hereunder within seven days
after written notice of such failure by Holder.

      (b) The Maker shall commence a voluntary case under the federal bankruptcy
laws,  shall  seek to take  advantage  of any  insolvency  laws,  shall  make an
assignment  for the  benefit  of  creditors,  shall  apply  for,  consent  to or
acquiesce in the appointment of, or taking  possession by, a trustee,  receiver,
custodian or similar official or agent for itself or any substantial part of its
property,  or shall take any action  authorizing or seeking to effect any of the
foregoing.

      (c) A trustee,  receiver,  custodian or similar official or agent shall be
appointed for the Maker or any substantial  part of its property,  or all or any
substantial part of the property of the Maker is condemned,  seized or otherwise
appropriated by any governmental authority.

      (d) The Maker shall have an order or decree for relief in any voluntary or
involuntary  case under the federal  bankruptcy  laws entered against it, or any
involuntary   petition  seeking   reorganization,   liquidation,   readjustment,
arrangement,  composition,  or other  similar  relief as to it under the federal
bankruptcy laws, or any similar law for the relief of debtors,  shall be brought
and shall be consented to or shall remain undismissed.

Not in limitation  of any other right under any other  agreement or at law or in
equity, if any Event of Default hereunder shall have occurred, the Holder hereof
may,  upon notice to the Maker and  expiration of a seven day period to cure the
Event of Default,  declare all obligations  under this Note to be, and thereupon
the same shall become, immediately due and payable by the Maker.

7.    Security.  The  outstanding  principal  amount  of this  Note  shall  be
secured pursuant to the terms of that certain Security  Agreement,  dated July
14, 1997,  between Holder and its subsidiaries,  Maker, Ajay Leisure Products,
Inc.,  Ajay  Leisure De Mexico C.V.  De S.A.,  Palm  Springs  Golf,  Inc.  and
Leisure Life, Inc.  granting a security interest in favor of the Holder in all
of Maker's right title and interest to and in the property  listed below.  The
Holder's  security  interest in such property shall be evidenced by the filing
of an  appropriate  form under the Uniform  Commercial  Code as adopted in the
State of Oregon:

                    All assets of Maker and its subsidiaries.

8.    Waiver  of  Presentment.  The  Maker  waives  presentment,  protest  and
notice of dishonor.

9. Applicable Law;  Jurisdiction.  The provisions of this Note will be construed
in  accordance  with the laws of the State of Oregon.  Upon an Event of Default,
this Note may be enforced in any court of competent jurisdiction in the State of
Oregon and the Maker and Holder  shall each submit to the  jurisdiction  of such
court regardless of their residence or where this Note or any endorsement hereof
may be executed.
<PAGE>

10.   Notices.  Any  notice,  request,  demand,  consent,  approval  or  other
communication  required or permitted  hereunder  shall be in writing and shall
be given to:

      (a)  Holder at:

            Williams Controls, Inc.
            Attn: Gerard A. Herlihy
            14100 SW 72nd Avenue
            Portland, Oregon 97224

      (b)  Maker at:

            Ajay Sports, Inc.
            Attn: Clarence H. Yahn
            1501 E. Wisconsin Avenue
            Delavan, Wisconsin 53115

11. Other.  The provisions of this Note shall be severable and the invalidity of
a provision  or term herein shall not  invalidate  or render  unenforceable  the
remainder of this Note. If at any time the Interest Rate  hereunder  exceeds the
maximum rate of interest  that may be charged under Oregon law, then the rate of
interest charged hereunder shall  automatically be reduced to such maximum legal
rate.

                                     MAKER:

                                AJAY SPORTS, INC.



                              By: /s/ Clarence H. Yahn
                                 ---------------------------------
                                 Clarence H. Yahn, Vice President


<PAGE>


                                   SCHEDULE 2

New Interest Rate =  (Z-[(P)(D)])-M
                     --------------
                            N

P = the dollar value of the issued and outstanding Series D.

N = the outstanding principal sum on this Note.

D = the then current dividend rate on the Series D.

M = fees of $170,000.

Z = (N+P) x .0875
<PAGE>