CERTIFICATE OF
             DESIGNATIONS OF RIGHTS AND PREFERENCES OF THE SERIES D
                CUMULATIVE CONVERTIBLE NON-VOTING PREFERRED STOCK
                              OF AJAY SPORTS, INC.
                                   ----------

                         Pursuant to Section 151 of the
                        Delaware General Corporation Law
                                   ----------

      Ajay Sports, Inc., a corporation  organized and existing under the laws of
the State of Delaware (the  "Company"),  DOES HEREBY  CERTIFY that the following
resolutions  were duly  adopted by the Board of  Directors  of the  Company at a
meeting duly held on June ___, 1998:

      RESOLVED, that the Board of Directors, pursuant to the authority vested in
it by the provisions of the Company's Restated Certificate of Incorporation,  as
amended to date, hereby  establishes a series of preferred stock,  consisting of
6,000,000  shares,  which  shall  be  designated  as the  "Series  D  Cumulative
Convertible  Non-Voting  Preferred  Stock" (the "Series D Preferred  Stock") and
shall have the powers,  preferences,  rights,  qualifications,  limitations  and
restrictions as set forth in Exhibit A attached hereto;

      RESOLVED FURTHER,  that the appropriate officers of the Company are hereby
authorized and directed to prepare,  execute and file an appropriate Certificate
of  Designations  of Rights and Preferences of Series D Preferred Stock with the
Delaware Secretary of State as soon as is practicable; and

      RESOLVED FURTHER,  that the appropriate officers of the Company are hereby
authorized and directed to prepare, execute and issue certificates  representing
such shares of Series D Preferred Stock at such time as the Company has received
the consideration therefor, such shares to be issued as restricted securities as
defined  in Rule  144  under  the  Securities  Act of  1933,  as  amended,  such
certificates  to be issued only upon  execution by the holders of an appropriate
investment  letter as  approved  by  counsel  for the  Company,  and such  share
certificates to be impressed with a customary  legend denoting the  restrictions
upon transfer on such shares.

      IN WITNESS WHEREOF,  the undersigned hereby  acknowledges under penalty of
perjury that the execution of this instrument is the undersigned's act and deed,
that  the  undersigned  is an  authorized  officer  of  the  Company,  that  the
undersigned  has  read  this  Designation  of  Rights  and  Preferences  and all
attachments  thereto and knows the contents thereof and the facts stated therein
are true.

                                AJAY SPORTS, INC.

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

/s/ Robert R. Hebard
--------------------------------------
Robert R. Hebard, Corporate Secretary


<PAGE>


                                    Exhibit A

   DESIGNATIONS OF  PREFERENCES  AND RELATIVE  RIGHTS OF THE SERIES D CUMULATIVE
           CONVERTIBLE NON-VOTING PREFERRED STOCK OF AJAY SPORTS, INC.

      Pursuant  to the  authority  vested  with the Board of  Directors  of Ajay
Sports,   Inc.  (the  "Company")  in  the  Company's  Restated   Certificate  of
Incorporation, as amended, the Company hereby designates 6,000,000 shares of its
authorized  but  unissued  $.01  par  value  preferred  stock  as the  Series  D
Cumulative  Convertible  Non-Voting  Preferred  Stock (the  "Series D  Preferred
Stock"),  for issuance in accordance with such actions of the Board of Directors
as may be required under Delaware law, and which shall have the following rights
and preferences:

Dividends.

      Dividend  Preference  and  Priority.  Dividends  on the Series D Preferred
Stock shall rank equally in preference and priority to the rights of the holders
of the Company's Series B Cumulative  Convertible Preferred Stock (the "Series B
Preferred  Stock") and the Series C 10% Cumulative  Convertible  Preferred Stock
(the "Series C Preferred Stock") to receive dividends under operative  documents
which  designated  and  defined  the Series B  Preferred  Stock and the Series C
Preferred Stock. Except as required under the terms of the Series B and Series C
Preferred Stock,  dividends on the Series D Preferred Stock shall be paid before
any dividends or other  distributions may be declared,  paid, or set aside to be
paid on any other shares of capital stock of the Company.

      Increasing  Dividend Rates.  From the date of issue through July 31, 2001,
no  dividends  will accrue or become  payable on the Series D  Preferred  Stock.
Thereafter,  the holder of the Series D  Preferred  Stock  will be  entitled  to
receive,  out of assets legally available for such purpose,  dividends per annum
based on a stated value of $.8333 per share of Series D Preferred Stock, payable
in cash as follows:

            From August 1, 2001 through  July 31,  2002,  at the rate of 17% per
            annum, or $.142 per share per annum.

            From  August 1, 2002  through  the date of  optional  redemption  or
            conversion,  at the rate of 24% per  annum,  or $.20 per  share  per
            annum.

      Payment of  Dividends.  Dividends  shall be paid  annually  in cash to the
holders of record of the Series D Preferred  Stock on July 31 of the  applicable
year, with the first dividend payment due on July 31, 2002.

      Except as  provided  under the terms of the Series B Preferred  Stock,  no
dividend or other  distribution  shall be  declared,  ordered,  or paid upon any
other class of capital stock of the Company, nor shall any sums be set aside for
or applied to the  purchase  or  redemption  of any shares of any other class of
capital stock of the Company,  unless and until all accumulated unpaid dividends
("Unpaid Dividends") due on the Series D Preferred Stock shall have been paid in
full or a dividend  or other  distribution  shall have been  declared  and a sum
sufficient for full payment of the Unpaid Dividends set apart therefor.
<PAGE>

      Holders of the  Series D  Preferred  Stock  shall not be  entitled  to any
dividend,  whether  payable  in cash,  property,  or  stock,  in  excess of full
cumulative  dividends  as provided  for in this  Certificate.  If any  dividends
payable on the Series D Preferred  Stock  shall not be paid for any reason,  the
right of the  holders  of such  shares of Series D  Preferred  Stock to  receive
payment of such dividend shall not lapse or terminate,  but all Unpaid Dividends
shall accumulate and shall be paid at the applicable  dividend rate, but without
interest,  to the  holders  of the  Series  D  Preferred  Stock,  at the time of
conversion or redemption.

Liquidation Preference.

       Upon the liquidation,  dissolution or winding up of the Company,  whether
voluntary or  involuntary,  prior to any  distribution of assets with respect to
any  other  shares  of  capital  stock  of  the  Company  as a  result  of  such
liquidation,  distribution  or winding  up of the  Company,  the  holders of the
Series D  Preferred  Stock shall be entitled to receive out of the assets of the
Company a  distribution  of $.8333 plus any Unpaid  Dividends  for each share of
Series D Preferred  Stock held, on an equal  preference  basis with the Series B
Preferred Stock and Series C Preferred Stock, subject to any prior rights of the
holders of the Company's Series B and Series C Preferred Stock.

Optional Conversion.

      Subject to the  additional  rights  conferred  under  subparagraph  (d) of
"Anti-dilution  Adjustments"  and  the  limitations  contained  under  "Optional
Redemption" in this  Certificate  below,  at option of the holder,  the Series D
Preferred Stock shall be convertible, in whole or in part, into shares of common
stock, $.01 par value per share (the "Common Stock"),  of the Company based on a
stated  value of $.8333 for each share of Series D Preferred  Stock and $.25 per
share of  Common  Stock  (the  "Conversion  Price").  The  holders  of  Series D
Preferred  Stock who desire to  convert  shares of Series D  Preferred  Stock to
shares of Common  Stock shall give the Company 30 days prior  written  notice of
the  intention to convert,  which notice shall specify that all or a part of the
shares of Series D Preferred  Stock held by such holder  shall be  converted  to
shares of Common Stock.  The  conversion  shall be deemed to be effective on the
30th calendar day after the date of the written notice of conversion,  unless an
earlier effective date shall be agreed to by the holders and the Company.

Anti-dilution Adjustments.

      The Conversion Price shall be adjusted as follows:


<PAGE>





      (a)  Stock  Splits;  Stock  Dividends.  If the  Company  shall at any time
subdivide its outstanding shares of Common Stock into a greater number of shares
of Common Stock, or declare a dividend or make any other  distribution  upon the
Common Stock payable in shares of Common Stock,  the Conversion  Price in effect
immediately prior to such subdivision or dividend or other distribution shall be
proportionately reduced. Additionally, if the outstanding shares of Common Stock
shall be  combined  into a  smaller  number  of  shares  of  Common  Stock,  the
Conversion  Price  in  effect  immediately  prior to such  combination  shall be
proportionately increased. Notwithstanding anything to the contrary set forth in
this paragraph,  if the Company shall divide or otherwise make a distribution to
its  holders  of  Common  Stock  of  the  securities  the  Company  owns  in any
subsidiaries or other entities (collectively,  the "Subsidiary Securities"), the
Company  shall treat the holders of the Series D Preferred  Stock as if they had
converted their Series D Preferred Stock into Common Stock as of the record date
for  the  dividend  or  distribution,  and  the  Company  shall  distribute  the
Subsidiary  Securities  to the holders of the Series D  Preferred  Stock and the
Conversion Price shall not change as a result thereof.

      (b) Issuance of  Additional  Securities.  If the Company  shall (i) issue,
sell or  otherwise  distribute  shares of Common Stock for a  consideration  per
share in cash or property, or (ii) issue or re-price options,  warrants or other
similar  rights to purchase  Common Stock that are  exercisable  at a price less
than the then  effective  Conversion  Price,  other than options  subject to the
Company's  stock option plans existing on the date the Series D Preferred  Stock
was created and any options, warrants or other similar rights held by the holder
of the Series D Preferred  Stock,  (iii)  issue,  sell or  otherwise  distribute
rights to subscribe for securities  convertible  into or exchangeable for Common
Stock, at a price less than the then effective  Conversion Price, the Conversion
Price then in effect shall  automatically  be adjusted.  The adjustment shall be
calculated by multiplying the then effective Conversion Price by a fraction, the
numerator  of which  shall be the sum of the  number of  shares of Common  Stock
outstanding  immediately prior to such issuance,  sale or other distribution and
the number of shares of Common Stock which the aggregate  consideration received
or to be received by the Company for such issuance,  sale or other  distribution
would  purchase  at the then  effective  Conversion  Price  per  share,  and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  after giving effect to such issuance,  sale or other  distribution.
Consideration  other  than cash  shall be  valued in good  faith by the Board of
Directors,  and this valuation shall be conclusive and set forth in a resolution
of the Board of Directors.

      Notwithstanding  anything herein to the contrary,  no adjustment  shall be
made to the Conversion Price upon: (x) the exercise of any outstanding  options,
warrants or other  rights to purchase  Common  Stock or upon  conversion  of any
securities  or other  rights  convertible  into  Common  Stock,  which  options,
warrants,  securities or other rights were  outstanding on the date the Series D
Preferred Stock was created;  or (y) unless and until the Company issues,  sells
or otherwise  distributes the greater of 1,000,000 shares of Common Stock in any
one transaction or 2,000,000 shares of Common Stock in the aggregate in a series
of transactions. <PAGE>

      (c) Reorganization or Reclassification.  If any capital  reorganization or
reclassification  of the capital stock of the Company,  or any  consolidation or
merger of the Company with another  corporation or entity, or the sale of all or
substantially all of the Company's assets to another corporation or other entity
shall be effected in such a way that  holders of shares of Common Stock shall be
entitled to receive cash, stocks, securities, other evidence of equity ownership
or assets with respect to or in exchange for shares of Common Stock then, except
as  otherwise  provided  below  in  this  paragraph,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger  or sale  lawful  and
adequate  provisions  shall be made  whereby  the  holders of Series D Preferred
Stock shall  thereafter have the right to receive,  upon the basis and terms and
conditions  specified  herein,  the cash,  shares of  stock,  securities,  other
evidence of equity  ownership or assets as may be issued or payable with respect
to or in exchange for a number of outstanding  shares of such Common Stock equal
to the number of shares of Common Stock immediately  theretofore purchasable and
receivable   upon  the   conversion  of  Series  D  Preferred   Stock  had  such
reorganization, reclassification, consolidation, merger or sale not taken place.
In addition, appropriate provisions shall be made with respect to the rights and
interests of the holders of the Series D Preferred  Stock so that the provisions
of this  subparagraph  (c) shall  continue  thereafter  to be  applicable to the
extent reasonably possible in relation to any shares of stock, securities, other
evidence  of  equity  ownership  or  assets  thereafter   deliverable  upon  the
conversion of the Series D Preferred Stock.  Specifically,  without  limitation,
provisions  shall  be  made  for an  immediate  adjustment  by  reason  of  such
consolidation  or merger,  of the  Conversion  Price to the value for the Common
Stock  reflected by the terms of such  consolidation  or merger if the per share
value reflected is less than the then effective Conversion Price.

      Subject to the terms of the Series B and Series C Preferred  Stock, in the
event  of a  merger  or  consolidation  of the  Company  with  or  into  another
corporation  or other entity as a result of which the number of shares of Common
Stock of the surviving corporation or entity issuable to holders of Common stock
of the  Company,  is greater or lesser than the number of shares of Common Stock
of the Company  outstanding  immediately  prior to such merger or consolidation,
then the  Conversion  Price  in  effect  immediately  prior  to such  merger  or
consolidation  shall be  adjusted  in the same  manner  as though  there  were a
subdivision  or  combination  of the  outstanding  shares of Common Stock of the
Company as provided in subparagraph (b) in this section above.

      The Company shall not effect any  consolidation,  merger or sale,  unless,
prior thereto,  the surviving entity shall assume by written instrument executed
and mailed or  delivered  to the  holders of the Series D Preferred  Stock,  the
obligation to deliver to the holders of the Series D Preferred  Stock the shares
of stock,  securities,  other  evidence  of equity  ownership  or assets  as, in
accordance with the foregoing  provisions,  the Series D Preferred Stock holders
may be entitled to receive or otherwise acquire.

      As a  condition  to any  purchase,  tender or  exchange  offer made to and
accepted  by the  holders of more than 50% of the  outstanding  shares of Common
Stock of the  Company,  the holders of Series D Preferred  Stock shall have been
given a reasonable opportunity to elect to receive, at the time of conversion of
the Series D Preferred  Stock,  the  securities or other  property then issuable
with  respect to the number of shares of Common  Stock of the Company into which
the Series D Preferred Stock is convertible in accordance with such offer.
<PAGE>

      (d) Change of Control.  As a condition  precedent  to any  transaction  in
which the Company consolidates or merges with any other corporation or transfers
all or  substantially  all of its  assets to any other  corporation  so that the
Company is not the surviving corporation,  then the Company shall cause adequate
provision  to be made so that the  holders of the Series D  Preferred  Stock (i)
shall be  entitled  to  receive,  upon  conversion  after  effectiveness  of the
transaction,  the kind and amount of securities or other property  receivable in
the  transaction by the holders of the Common Stock to the same extent as if the
conversion  had  occurred   immediately   prior  to  the  effectiveness  of  the
transaction,  and (ii) to the extent reasonably possible, shall continue to have
same rights as  conferred  hereunder  with  respect to any shares,  evidences of
indebtedness  or  other  securities  or  assets   thereafter   deliverable  upon
conversion of the Series D Preferred  Stock.  Regardless of any provisions being
made,  the  holders  of the  Series D  Preferred  Stock  shall have the right to
convert the Series D Preferred  Stock into  shares of Common  Stock  immediately
prior to the change of control transaction at a price equal to the lesser of (x)
the Conversion  Price plus any Unpaid  Dividends,  or (y) the price per share of
Common Stock payable in the change of control transaction.

      (e) Adjustment to Conversion  Price. The term  "Conversion  Price" as used
herein shall mean the Conversion Price specified in this certificate,  until the
occurrence of an event stated in this Certificate and thereafter shall mean said
price, as adjusted from time to time as provided herein.

      (f) Record of  Conversion  Price.  Whenever  the shares of Common Stock or
other types of securities or assets  receivable  upon conversion of the Series D
Preferred Stock shall be adjusted as provided in this  Certificate,  the Company
shall  forthwith  obtain and file with its corporate  records a  certificate  or
letter from a firm of  independent  public  accountants  of recognized  standing
(which may be the  Company's  then  independent  certified  public  accountants)
setting forth the  computation and the adjusted number of shares of Common Stock
or other  securities or assets  resulting from such  adjustments,  and a copy of
such  certificate  or  letter  shall be mailed to the  holders  of the  Series D
Preferred Stock. Any such certificate or letter shall be conclusive  evidence as
to the  correctness  of the  adjustment or  adjustments  referred to therein and
shall be available for inspection by any holders of the Series D Preferred Stock
on any day during normal business hours.

      (g)   Notice.  In case:

            (i) the Company  shall  declare a dividend  (or any  distribution)
on its Common Stock payable in Common Stock of the Company; or

            (ii)  the  Company   shall   declare  a  dividend  (or  any  other
distribution) on its Common Stock payable in cash; or

            (iii) any  reclassification  of Common  Stock or any  consolidation,
merger,   conveyance  of  the  property  of  the  Company  as  an  entirety,  or
substantially  as an entirety,  dissolution,  liquidation or winding up shall be
effected by the Company; <PAGE>

the Company  shall mail,  or cause its  transfer  agent to mail, a notice to the
holders of record of the Series D Preferred Stock, at least 30 but not more than
60 days prior to the  applicable  record date with respect to such  transaction.
The notice  shall  include (A) the date on which a record is to be taken for the
purpose of the dividend, distribution or rights, or, if no record will be taken,
the date as of which the holders of Common  Stock of record  will be  determined
for  entitlement to such  dividend,  distribution  or right,  or (B) the date on
which the  reclassification,  consolidation,  merger,  conveyance,  dissolution,
liquidation  or winding up is  expected to become  effective,  and the date that
holders of Common  Stock of record are  expected to be entitled to exchange  the
certificates  representing  their shares of Common Stock for securities or other
property   deliverable  upon  the   reclassification,   consolidation,   merger,
conveyance, dissolution, liquidation or winding up.

Optional Redemption.

      The Company shall have the right and option upon not less than 30 nor more
than 45 days' prior written notice (the  "Redemption  Notice") to the holders of
the  Series D  Preferred  Stock to call,  redeem and  acquire  any or all of the
shares of  Series D  Preferred  Stock at a price  equal to the  stated  value of
$.8333 per share,  plus any Unpaid  Dividends (the "Redemption  Price"),  at any
time to the extent  such  shares have not been  previously  converted  to Common
Stock pursuant to the terms described above; provided, however, that the holders
of the Series D Preferred  Stock shall have the right to convert their shares of
Series D  Preferred  Stock  into  Common  Stock  in  accordance  with the  terms
described  above under  "Conversion"  at any time prior to the  redemption  date
specified in the notice (the "Redemption Date"). If the Series D Preferred Stock
is converted prior to the Redemption  Date, this call option shall be deemed not
to have been  exercised  by the Company  with  respect to the shares of Series D
Preferred Stock so converted. The Redemption Notice shall require the holders to
surrender,  on or  before  the  Redemption  Date,  to the  Company  or its agent
designated in the Redemption  Notice,  certificates  representing  the shares of
Series  D  Preferred  Stock  being  redeemed.   Notwithstanding   the  fact  the
certificates  representing  the shares of Series D  Preferred  Stock  called for
redemption have not been surrendered for redemption and cancellation on or after
the Redemption  Date,  such shares shall be deemed to have been redeemed and all
rights of the  holders  thereof  shall  have no  rights  in the  Series D shares
redeemed other than the right to receive payment of the Redemption Price.

Voting Rights.

      The  holders of the Series D Preferred  Stock shall have no voting  rights
except to the extent required by the Delaware General Corporation Law.

Preemptive Rights.

      The Series D  Preferred  Stock shall have no  preemptive  rights as to any
series of preferred stock issued subsequent to it.
<PAGE>

Appointment of Board Members.

       If the  Company  does not pay the  Dividend  or fails to achieve  pre-tax
earnings  of  $500,000  in  calendar  2001 or 2002,  the holders of the Series D
Preferred  Stock  shall be  entitled to appoint a majority of the members of the
Board of Directors of the Company.

Registration Rights.

      At the request of the holder of the Series D Preferred  Stock, the Company
shall register the shares of Common Stock issued or issuable upon  conversion of
the Series D Preferred  Stock with the Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  In addition,  if the Company  proposes to file a registration  statement
with the  Commission  under the  Securities  Act with  respect to an offering of
securities of the Company  (other than a  registration  statement on Form S-4 or
S-8 or any  successor  form, or a  registration  statement to be filed solely in
connection  with an exchange  offer,  a business  combination  transaction or an
offering of securities  solely to the existing  stockholders or employees of the
Company), then the Company shall give the holder of the Series D Preferred Stock
notice of its  intention and an  opportunity  to include all or a portion of the
shares of Common Stock issuable upon  conversion of the Series D Preferred Stock
in the proposed registration statement.

Notices.

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

      (a) the Company at Ajay  Sports,  Inc.,  Attn:  Clarence H. Yahn,  Chief
Operating Officer, 1501 E. Wisconsin Avenue, Delavan, Wisconsin 53115; and

      (b) the holder of the Series D  Preferred  Stock at  Williams  Controls,
Inc., Attn: Gerard A. Herlihy,  Chief Financial Officer, 14100 SW 72nd Avenue,
Portland, Oregon 97224.
<PAGE>