AGREEMENT

      Agreement  entered into this 30th day of June,  1998 by and among Williams
Controls,  Inc.,  a Delaware  corporation  ("Williams"),  Ajay  Sports,  Inc., a
Delaware   corporation  ("ASI"),   Ajay  Leisure  Products,   Inc.,  a  Delaware
corporation  ("ALP"),  Leisure Life, Inc., a Tennessee  corporation ("LLI"), and
Palm Springs Golf, Inc., a Colorado corporation ("PSG").  Hereinafter, ASI, ALP,
LLI and PSG are collectively referred to as "Ajay."

                                    RECITALS

      WHEREAS,  Williams and its subsidiaries and Ajay are all borrowers under a
credit  agreement dated July 11, 1997 (the "Credit  Agreement") with Wells Fargo
Bank, National Association ("Bank"),  under which Credit Agreement all borrowers
are jointly and severally liable for all amounts owed thereunder to Bank.

      WHEREAS,  Williams and Ajay have had discussions  with the Bank and are in
the process of separating  their  respective loans with the Bank (the "New Wells
Fargo Loans").

      WHEREAS,  Ajay  currently  owes  Williams  approximately  $4,564,000  (the
"Advances") and in accordance with this Agreement,  and as hereinafter provided,
the parties anticipate that Williams will make additional advances to Ajay of up
to  $4,088,000  (the  "Additional  Advances"),  resulting  in a  total  of up to
$8,652,000.  Together,  the Advances and the Additional Advances are referred to
collectively as the "Ajay/Williams Debt."

      WHEREAS,  Williams has agreed to convert  $5,000,000 of the  Ajay/Williams
Debt into  preferred  stock of Ajay (the "Debt  Conversion")  to assist  Ajay in
obtaining its separate loan from the Bank.

      WHEREAS,  the parties  desire to enter into this  agreement to provide the
terms for the  Additional  Advances,  the Debt  Conversion  and repayment of the
remaining Ajay/Williams Debt.

                                    AGREEMENT

      1. Williams has assumed Ajay's  obligations  under two promissory notes of
which Ajay is maker and which are owed to Enercorp,  Inc.  ($200,000)  and First
Equity Corporation  ($748,000),  pursuant to assumption  agreements  attached as
Schedule 1. The $948,000 is included in the Additional Advances.
<PAGE>

      2. Ajay is the primary  obligor under that certain  Promissory  Note dated
July14,  1997 in the  principal  amount  of  $2,340,000  owed to  United  States
National Bank of Oregon (the "US Bank Note").  Williams and its subsidiaries are
guarantors  of  obligations  of Ajay under the US Bank Note.  Williams  has made
certain  payments on the US Bank Note,  the amounts of which are included in the
Advances.  In addition,  Williams may make additional payments under the US Bank
Note of up to $2,140,000,  which amount is included in the Additional  Advances.
At such time as the US Bank Note has been fully repaid, the Additional  Advances
amount shall be adjusted to reflect the actual  additional  amounts  advanced by
Williams in payment of the US Bank Note.

      3. Williams has agreed to make an  additional  final loan of $1,000,000 to
Ajay,  the full  amount of which is included in the  Additional  Advances.  This
final loan will be made in a combination of Williams common stock and cash.

            3.1  Williams  Common  Stock.  On the date of the closing of the New
Wells  Fargo  Loans (the "Issue  Date"),  Williams  will issue to Ajay shares of
Williams common stock valued at $500,000 (the "Williams  Stock").  The number of
shares to be issued will be  calculated  by  multiplying  the per share  closing
price of the Williams  common stock as reported by the Nasdaq National Market on
the business day  immediately  preceding the closing date of the New Wells Fargo
Loans by 90% and dividing the product of that  equation  into  $500,000 with any
fraction  being  rounded to the nearest full share.  (For example if the closing
price is $3.00 per share,  the  calculation  would be as follows:  $3.00 X 90% =
$2.70;  $500,000/$2.70  =185,185 shares.) The stock  certificate  evidencing the
Williams  Stock shall be  delivered to Ajay within 30 days after the Issue Date.
The  Williams  Stock  will be  included  in a selling  shareholder  registration
statement  on Form S-3 to be filed by Williams  within 90 days after the closing
of the New Wells Fargo Loans. Williams makes no guaranty regarding the amount of
proceeds that Ajay may receive from its sale of the Williams Stock.

            3.2 Cash. Williams will advance $500,000 cash to Ajay within 30 days
after the closing of the New Wells Fargo Loans.

      4. The  Advances  consist of loans and  advances  Ajay has  received  from
Williams  in the  amount of  $4,564,000  now due and owing to  Williams  and the
Additional Advances consist of additional amounts of up to $4,088,000 which will
or may be advanced  at future  dates by Williams to Ajay under the terms of this
Agreement. The Additional Advances include the $948,000 (referenced in paragraph
1 above), up to $2,140,000 (referenced in paragraph 2 above), and the $1,000,000
(referenced in paragraph 3 above).

      5.  Williams  will  convert  $5,000,000  of the  Ajay/Williams  Debt  into
6,000,000 shares of Series D Cumulative  Convertible  Non-Voting Preferred Stock
of Ajay (the "Series D Preferred  Stock").  The  certificate of  designations of
rights and  preferences for the Series D Preferred Stock in the form to be filed
by Ajay with the Delaware  Secretary of State is attached as Schedule 5. A stock
certificate  evidencing the Series D Preferred  Stock will be issued to Williams
within 30 days after the Debt Conversion date. <PAGE>

      6. Ajay will make a  promissory  note  payable  to  Williams  for the full
amount of the unconverted  portion of the  Ajay/Williams  Debt (the  "Promissory
Note").  The  Promissory  Note in the  principal  amount of up to  $3,652,000 is
attached as Schedule 6.

      7. The  Promissory  Note will be secured by a lien  against  the assets of
Ajay.  Ajay hereby  reconfirms  the security  interest in its assets  granted to
Williams under that certain Security  Agreement dated effective July 14, 1997, a
copy of which is attached as Schedule 7, and nothing  contained  herein shall be
deemed to modify or otherwise diminish the security interest granted to Williams
thereunder.  This  Security  Agreement  shall  evidence  the lien  securing  the
Promissory  Note  and  Ajay  will  cause  financing  statements  to be  prepared
reflecting Ajay as debtor and of Williams and its subsidiaries, as creditor, and
will be filed on the  earlier of (i) date the US Bank Note is fully  repaid,  or
(ii) receipt of approval from US Bank for filing at an earlier  date.  Financing
statements  will be filed for Leisure Life, Inc. in Tennessee with the Tennessee
Secretary of State, and for Ajay Sports,  Inc., Ajay Leisure Products,  Inc. and
Palm Springs Golf, Inc. in Wisconsin with the Wisconsin Secretary of State.

      8. For  three  years  after the date of this  Agreement,  Ajay will pay an
administrative  fee to Williams of $90,000 per year, payable $7,500 per month in
arrears with the first payment due on July 31, 1998.

      9. While all or any part of the  Ajay/Williams  Debt is outstanding,  Ajay
shall provide Williams with (i) internally prepared financial statements and any
other available reports regarding Ajay's financial  position on a monthly basis,
(ii) copies of its quarterly  reports on Form 10-Q, annual reports on Form 10-K,
current  reports on Form 8-K and other  periodic  reports filed by Ajay with the
Securities  and Exchange  Commission,  and (iii) copies of any materials sent to
Ajay's stockholders.

      10.  If any  non-essential  provision  in  this  Agreement  shall  be held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the  remaining  provisions  hereof  will not in any way be  affected or impaired
thereby.

      11. If an ambiguity or a question of intent or interpretation arises, this
Agreement  shall be  construed  as if  drafted  jointly  by the  parties  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the  authorship of any of the provisions of this  Agreement.  The word
"including"  shall mean including  without  limitation.  The parties intend that
each provision contained herein shall have independent significance.

      12. This Agreement,  together with all of the other agreements  referenced
herein and all ancillary documents related to all of such agreements  constitute
the entire  agreement of the parties with respect to the subject  matter  hereof
and supersede all prior agreements.

      13. This Agreement may be amended,  modified,  or  supplemented  only by a
written  instrument  executed by the parties  against which  enforcement  of the
amendment, modification or supplement is sought.
<PAGE>

      14.  This Agreement may be executed in two or more counterparts, all of
which taken together shall constitute one instrument.

      Executed and  delivered as of the date first above  written by the parties
hereto through their duly authorized officers.

                                AJAY SPORTS, INC.

                             By /s/ Duane R. Stiverson
                               -------------------------------------------
                               Duane R. Stiverson, Chief Financial Officer

                                AJAY LEISURE PRODUCTS, INC.

                             By /s/ Duane R. Stiverson
                               -------------------------------------------
                               Duane R. Stiverson, Chief Financial Officer


                               LEISURE LIFE, INC.

                             By /s/ Duane R. Stiverson
                               -------------------------------------------
                               Duane R. Stiverson, Chief Financial Officer


                                PALM SPRINGS GOLF, INC.

                             By /s/ Duane R. Stiverson
                               -------------------------------------------
                               Duane R. Stiverson, Chief Financial Officer


                                WILLIAMS CONTROLS, INC.

                             By /s/ Gerard A. Herlihy
                               -------------------------------------------
                               Gerard A. Herlihy, Chief Financial Officer


      Consented to by the undersigned as of the date first above written, in his
capacity as guarantor of certain obligations of Ajay to Williams.

                                     /s/ Thomas W. Itin
                                    -----------------------------------------
                                    Thomas W. Itin, Individually

<PAGE>