EIGHTH AMENDMENT TO CREDIT AGREEMENT


         THIS EIGHTH AMENDMENT TO CREDIT  AGREEMENT  entered into as of February
8, 2000 by and among WILLIAMS CONTROLS,  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"),  and WELLS FARGO
CREDIT,  INC.,  successor in interest to Wells Fargo Bank, National  Association
("Bank").

                                    RECITALS

         Borrowers and Bank are parties to that certain Credit  Agreement  dated
as of  July  11,  1997,  as  previously  amended  by  seven  amendments  thereto
(collectively,  "Agreement").  Borrowers and Bank desire to revise the Agreement
in the manner  set forth  herein.  All  capitalized  terms  used  herein and not
otherwise  defined  herein  shall  have the  meaning  attributed  to them in the
Agreement.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
of the parties contained herein, Borrowers and Bank agree as follows:

         1.       Definitions.

                  (a) The definitions of "Fee  Computation  Amount,"  "Permitted
Liens" and "Tangible Net Worth" are hereby  amended in their entirety to read as
follows:

                  "Fee Computation Amount" means, as of the date of computation,
         the total of (i) the amount set forth in item (i) of Section 3.1(a) and
         (ii) the then outstanding  principal  balance of Term Loan I, Term Loan
         II, Term Loan III, Term Loan IV and Real Estate Loan.

                  "Permitted  Liens" means (i) Liens arising by operation of law
         for  taxes,  assessments  or  governmental  charges  not yet due,  (ii)
         statutory  Liens of  mechanics,  materialmen,  shippers,  warehousemen,
         carriers,  and other similar persons for services or materials  arising
         in the ordinary  course of business  for which  payment is not yet due,
         (iii)  non-consensual  Liens  incurred or deposits made in the ordinary
         course  of  business  in   connection   with   workers'   compensation,
         unemployment  insurance and other types of social security,  (iv) Liens
         for  taxes or  statutory  Liens of  mechanics,  materialmen,  shippers,
         warehousemen,  carriers  and other  similar  persons  for  services  or
         materials  which are due but are being  contested  in good faith and by
         appropriate and lawful  proceedings  promptly  initiated and diligently
         conducted  and  for  which  reserves  satisfactory  to Bank  have  been
         established,  (v) Liens  listed on  Schedule  I, (vi) Liens in favor of
         Bank; and (vii) liens to U.S. Bank National Association (formerly known
         as  United  States  National  Bank of  Oregon)  which  are  subject  to
         subordination terms acceptable to Bank. and (viii) purchase money Liens
         upon  or in  any  fixed  asset  of  Borrowers  to  secure  Indebtedness
         permitted by Section 9.2(e); provided, however, that: (a) any such Lien
         is  created   solely  for  the   purpose   of   securing   Indebtedness
         representing,  or incurred to finance,  refinance  or refund,  the cost
         (including,  without  limitation,  the  cost  of  construction  and the
         reasonable  fees and  expenses  relating to such  Indebtedness)  of the
         property subject thereto,  (b) the principal amount of the Indebtedness
         secured by such Lien does not exceed such cost,  and (c) such Lien does
         not  extend  to or cover  any other  property  other  than such item of
         property,  any  improvements  on such item,  and the proceeds  from the
         disposition of such items.

                  "Tangible Net Worth" means stockholders'  equity less: (i) all
         intangible assets (net of  amortization);  (ii) all treasury stock; and
         (iii) all obligations due from stockholders and employees.

                  (b) The definitions of "Eligible  Foreign  Accounts,"  "Public
Offering"  and  "Term  Loan IV" are  hereby  added to the  Agreement  to read as
follows:

                  "Eligible  Foreign Accounts" means those Accounts from account
         debtors  not  located in the United  States that Bank in the Good Faith
         exercise of its discretion determines to be eligible for the purpose of
         determining the Borrowing Base.  General criteria for Eligible Accounts
         may be established and revised from time to time by Bank in Good Faith.
         Without  limiting such discretion as to other  Accounts,  the following
         Accounts shall not be Eligible Accounts:

                           (i) (A) that  portion of  Accounts  unpaid 90 days or
                  more after the invoice  date and (B) that  portion of Accounts
                  that do not  provide  for payment in fall within 90 days after
                  the shipment date;

                           (ii) that  portion of  Accounts  that is  disputed or
                  subject to a claim of offset or a contra account,

                           (iii) that  portion of Accounts not yet earned by the
                  final   delivery  of  goods  or  rendition  of  services,   as
                  applicable, by Borrower to the account debtor;

                           (iv)     Accounts owed by any unit of government;

                           (v)  Accounts  owed  by an  account  debtor  that  is
                  insolvent,  the subject of bankruptcy  proceedings or has gone
                  out of business;

                           (vi)  Accounts  owed  by a  shareholder,  Subsidiary,
                  Affiliate, officer or employee of Borrower;

                           (vii)  Accounts  not  subject  to  a  duly  perfected
                  security  interest in the Bank's favor or which are subject to
                  any lien,  security  interest  or claim in favor of any Person
                  other than the Bank including  without  limitation any payment
                  or performance bond;

                           (viii)  that  portion  of  Accounts   that  has  been
                  restructured, extended, amended or modified;

                           (ix)  that  portion  of  Accounts  that   constitutes
                  advertising,  finance  charges,  service  charges  or sales or
                  excise taxes;

                           (x) that portion of Accounts  owed by any one account
                  debtor that would permit Revolving  Advances supported by such
                  account debtor's Accounts to exceed $200,000 at any one time;

                           (xi) Accounts  denominated in any currency other than
                  United States dollars,  Canadian dollars, French francs, Swiss
                  francs,  German marks,  Japanese yen,  United  Kingdom  pounds
                  sterling;

                           (xii) Accounts with respect to which Borrower has not
                  instructed  the account  debtor to pay the Account to the Cash
                  Collateral Account;

                           (xiii)  Accounts owed by debtors located in countries
                  not acceptable to the Bank in its sole discretion; and

                           (xiv) Accounts owed by an account debtor,  regardless
                  of  whether  otherwise  eligible,  if 25% or more of the total
                  amount due under Accounts from such debtor is ineligible under
                  items (i), (ii) or (viii) above.

                  "Public   Offering"  means  any  public  offering  or  private
         placement  after  February  1,  2000 of equity  or debt  securities  of
         Williams Parent.

                  "Term Loan IV"  has  the meaning set forth in  Section  3.4(e)
hereof.

         2.       Section 3.1(e).   Section 3.1(e) is hereby amended by revising
items (iv) and (viii) to read as follows:

                  (iv)  Accounts  with  respect  to which more than 90 days (150
         days with  respect to Accounts of Hardee  Williams,  Inc.) have elapsed
         since the date of the original invoice applicable thereto; and

                  (viii) the chief  executive  office of the account debtor with
         respect to such Account is not located in the United States of America,
         unless (a) the account  debtor has delivered to Borrower an irrevocable
         letter of credit  issued or confirmed by a bank  satisfactory  to Bank,
         sufficient to cover such Account, in form and substance satisfactory to
         Bank and, if required  by Bank,  the  original of such letter of credit
         has been  delivered  to Bank or  Bank's  agent and the  issuer  thereof
         notified of the  assignment of the proceeds of such letter of credit to
         Bank, (b) such Account is subject to credit  insurance  payable to Bank
         issued by an insurer and on terms and in an amount  acceptable to Bank,
         (c) the account debtor resides in a province of Canada which recognizes
         Bank's  perfection and  enforcement  rights as to Accounts by reason of
         the filing of a UCC-1 in the state of the applicable  Borrower's  chief
         executive  office,  (d) such  Account is  otherwise  acceptable  in all
         respects to Bank (subject to such lending  formula with respect thereto
         as Bank may  determine);  or (e) Eligible  Foreign  Accounts  under the
         Bank's Foreign  Receivables  Eligibility Program in which Borrowers may
         elect to participate on ten days prior written notice to Bank, provided
         that Borrowers pay the fee set forth in Section 3.6(g).

         3.       Section 3.3.

                  (A) Contemporaneously herewith, Bank has increased Term Loan I
by advancing an additional $800,000 to Borrowers, and as of the date hereof, the
outstanding  principal  balance of Term Loan I is $3,923,900.  Section 3.3(a) is
hereby amended in its entirety to read as follows:

                           On the terms and subject to the conditions  contained
         in this  Agreement,  Bank agrees to make a term loan ("Term Loan I") to
         Borrowers  in the  amount  of  $3,923,900.  Borrowers  shall  repay the
         principal of Term Loan I in monthly  principal  payments of  $46,713.10
         each on the first day of each month beginning  March 1, 2000.  Bank, at
         Borrowers'  expense,  shall have the orderly  liquidation of Borrowers'
         machinery and equipment  appraised  (the  "Appraisal")  by an appraiser
         acceptable  to Bank.  Within 60 days of notice by Bank to  Borrowers of
         the results of the Appraisal,  Borrowers shall make a principal payment
         to Bank on Term  Loan I in the  amount  necessary  to  reduce  the then
         outstanding  principal  balance  of  Term  Loan  I  to  the  lesser  of
         $3,924,000 or the value of Borrowers' machinery and equipment set forth
         in the Appraisal ("Reduced Principal Amount"). If the principal of Term
         Loan I is so  reduced  to less  than  $3,924,000,  the  amount  of each
         monthly  principal  payment  thereafter  shall be that amount  which is
         equal to 1/84th of the Reduced Principal Amount.  Borrowers shall repay
         the  outstanding  principal  balance of Term Loan I,  together with all
         accrued  and unpaid  interest  and  related  fees on the earlier of the
         Maturity Date or the due date determined pursuant to Section 10.2.

                  (B) The Second  Replacement  Term Loan I Promissory Note dated
December  16, 1998 in the  original  principal  amount of  $4,105,000  is hereby
replaced by the Third  Replacement  Term Loan I Promissory  Note, in the form of
the  promissory  note  attached  hereto as Exhibit A,  executed by Borrowers and
delivered contemporaneously herewith.

         4.       Section 3.4.

         (A) Section 3.4 is hereby  retitled  "Term Loans II, III and IV" and is
amended by deleting  subsections  (f) and (g) and by amending  subsection (e) in
its entirety to read as follows:

                  (e)  Contemporaneously  herewith,  Bank  has  made an  advance
         ("Term Loan IV") to Borrowers of $1,000,000.  Borrowers shall repay the
         outstanding  principal  balance  of Term  Loan  IV,  together  with all
         accrued and unpaid interest, on the earliest of (I) April 1, 2000, (II)
         the due date determined pursuant to Section 10.2, or (III) upon receipt
         of the net  proceeds of a Public  Offering.  Borrowers  may prepay Term
         Loan IV in whole or in part, from time to time. Each partial prepayment
         shall be  applied to the  principal  balance of Term Loan IV in inverse
         order of maturity. Term Loan IV shall be evidenced by a Note payable to
         the order of Bank in the form attached hereto as Exhibit B.

         (B) Upon the closing of one or more Public Offerings providing Williams
Parent with aggregate net proceeds exceeding  $3,000,000,  Borrowers shall repay
Term  Loan III by an  amount  equal to 75% of such net  proceeds  in  excess  of
$3,000,000.  Further,  subsection (d) of Section 3.4 is hereby amended to delete
"February 1, 2000" and replace it with "April 1, 2000."

         5.       Section 3.6.

         (A)  Section  3.6(a)  is  hereby  amended  in its  entirety  to read as
follows:

                  (a) The outstanding  principal  balance of each Revolving Loan
         which is a Base Rate Loan shall bear interest at a fluctuating rate per
         annum  equal  to the  Base  Rate  in  effect  from  time to  time.  The
         outstanding  principal  balance of each Revolving Loan which is a LIBOR
         Loan shall bear  interest at a fixed rate per annum  determined by Bank
         to be equal to the aggregate of LIBOR in effect on the first day of the
         applicable  Fixed  Rate  Term plus 225 basis  points.  The  outstanding
         principal  balance of each  portion of Term Loan I and Real Estate Loan
         which is a Base Rate Loan shall bear interest at a fluctuating rate per
         annum  equal to the  aggregate  of the Base Rate in effect from time to
         time plus 25 basis points.  The outstanding  principal  balance of that
         portion of Term Loan I and Real Estate Loan which is a LIBOR Loan shall
         bear interest at a fixed rate per annum  determined by Bank to be equal
         to the aggregate of LIBOR in effect on the first day of the  applicable
         Fixed  Rate Term  plus 225  basis  points.  The  outstanding  principal
         balance of Term Loan II shall bear interest at a  fluctuating  rate per
         annum  equal to the  aggregate  of the Base Rate in effect from time to
         time plus 75 basis points.  The outstanding  principal  balance of Term
         Loan III and Term Loan IV shall  each bear  interest  at a  fluctuating
         rate per annum equal to the  aggregate  of the Base Rate in effect from
         time to time plus 125 basis points. The foregoing notwithstanding,  the
         rate of interest  applicable at all times during the continuation of an
         Event of Default shall be the  applicable  rate set forth above plus an
         additional 200 basis points.  All fees,  expenses and other amounts not
         paid when due shall bear  interest  (from the date due until paid) at a
         fluctuating  rate per annum  equal to the Base Rate in effect from time
         to time plus 300 basis points.

         (B) A new  subsection  (g) is hereby  added to  Section  3.6 to read as
follows:

                           (g) If  Borrowers  elect  to  participate  in  Bank's
         Foreign Receivables Eligibility Program, Borrowers shall pay Bank a fee
         of $2,500  per  quarter  payable  in  advance  on the first day of each
         quarter (and on the date Borrower  first elects to  participate in such
         Program if such date is not the first day of a quarter).

         6. Section 8.18. Section 8.18 is hereby amended in its entirety to read
as follows:

                  (a) Williams  Parents'  Tangible Net Worth  (computed  without
         regard to deferred  income taxes)  shall,  as of the end of each month,
         exceed the applicable amount set forth below:


              --------------------------------       ---------------------------

                           Month                               Amount
              --------------------------------       ---------------------------
              October, 1999 -
              February, 2000                             $10,400,000
              --------------------------------       ---------------------------
              March - May, 2000                          $10,800,000
              --------------------------------       ---------------------------
              June - August, 2000                        $11,540,000
              --------------------------------       ---------------------------
              After August, 2000                         $12,440,000
              --------------------------------       ---------------------------



                  (b) Williams Parents'  consolidated net income from continuing
         operations  for the  periods set forth below shall not be less than the
         amount set forth below:


              --------------------------------       ---------------------------

                           Period                              Amount
              --------------------------------       ---------------------------
              Three Months ending December
              31, 1999                                   ($  500,000)
              --------------------------------       ---------------------------
              Six months ending
              March 31, 2000                             $    67,000
              --------------------------------       ---------------------------
              Nine months ending
              June 30 2000                               $   925,000
              --------------------------------       ---------------------------
              Twelve months ending
              September 30, 2000                         $ 1,865,000
              --------------------------------       ---------------------------



                  (c)  Maintain a Debt Service  Coverage  Ratio of not less than
         1.1:1 for the quarter  ending  December  31,  1999,  for the six months
         ending March 31, 2000, for the nine months ending June 30, 2000 and for
         the twelve  months  ending  each  September,  December,  March and June
         thereafter.  "Debt Service  Coverage  Ratio" means, as of any date, the
         ratio of (i) Williams Parent's  consolidated net income from continuing
         operations  after  taxes for the period plus (A) the sum of the amounts
         for such period included in determining such net income of consolidated
         income tax expense, consolidated depreciation and amortization expense,
         non-cash expense related to in-process  research and development  costs
         arising  from the Pro Active  Pedals,  Inc.  acquisition,  and non-cash
         losses with respect to investment in Ajay Sports,  Inc., less (B) gains
         on sales of assets (excluding sales in the ordinary course of business)
         and  other  extraordinary  non-cash  gains  for  such  period  and  the
         unfinanced  portion of capital  expenditures made during such period to
         (ii) the total scheduled  principal payments due during such period for
         Term Loan I and the Real Estate Loan.

         7. Section 9.2.  Section 9.2 is hereby  amended in its entirety to read
as follows:

                  Borrowers and Subsidiaries, on a consolidated basis, create or
         suffer to exist any Indebtedness except:

                  (a)      the Obligations;

                  (b) current  liabilities in respect of taxes,  assessments and
         governmental  charges or levies  incurred,  or  liabilities  for labor,
         materials,  inventory,  services, supplies and rentals incurred, or for
         goods  or  services  purchased,  in the  ordinary  course  of  business
         consistent   with   industry   practice  in  respect  of  arm's  length
         transactions and the past practice of Borrower;

                  (c)      Indebtedness owed to Borrower;

                  (d)      Indebtedness  created  by  the  Public Offering in an
amount not greater than $8,000,000; and

                  (e)  Indebtedness  in an amount not  greater  than  $2,500,000
         incurred  during the fiscal year ending  September  30, 2000 to finance
         capital expenditures permitted by Section 9.14.

         8. Section  10.1.  Section 10.1 of the  Agreement is hereby  amended by
deleting subsection (i).

         9.       Additional Covenants.

                  (A)  Williams  Parent  shall  promptly  prepare  and  file its
         Federal income tax return for 1999. Upon the receipt of any refund with
         respect  to such  Federal  income tax  return,  Williams  Parent  shall
         immediately  deliver to Bank,  duly endorsed for payment to Bank,  such
         refund(s) for  application  by Bank first to any  principal  balance of
         Term  Loan  III or  Term  Loan  IV  then  outstanding  and  next to the
         reduction of the then  outstanding  principal  balance of the Revolving
         Loans.

                  (B) Before May 1, 2000,  Borrowers  shall  assign to Bank,  in
         form and substance satisfactory to Bank, all of Borrowers' right, title
         and interest in all licenses related to patents or trademarks  acquired
         in connection  with the  acquisition  of Pro Active  Pedals,  Inc., and
         cause Pro Active Pedals,  Inc. to assign to Bank, in form and substance
         acceptable  to Bank,  all of its  licenses  and rights with  respect to
         patents and trademarks.

         10.  Accommodation  Fee. As  consideration  for Bank entering into this
Eighth  Amendment  to Credit  Agreement,  Borrowers  hereby agree to pay Bank an
accommodation fee of $50,000.

         11.  Effective Date. This Eighth  Amendment shall be effective upon (i)
the execution of this Eighth  Amendment by Borrowers and Bank;  and (ii) payment
of the accommodation fee.

         12.   Ratification.   Except  as  otherwise  provided  in  this  Eighth
Amendment,  all of the  provisions  of the  Agreement  are hereby  ratified  and
confirmed and shall remain in full force and effect.

         13. One Agreement. The Agreement, as modified by the provisions of this
Eighth Amendment, shall be construed as one agreement.

         14.  Counterparts.  This Eighth Amendment may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to be
an original,  and all of which when taken together shall  constitute one and the
same agreement.

         15.      Oregon Statutory Notice.




<PAGE>

         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
BORROWER'S RESIDENCE MUST BE IN WRITING,  EXPRESS CONSIDERATION AND BE SIGNED BY
BANK TO BE ENFORCEABLE.

         IN WITNESS WHEREOF,  the parties have executed this Eighth Amendment to
Credit Agreement as of the date first above written.


WILLIAMS CONTROLS, INC.                       AGROTEC WILLIAMS, INC.

By:/s/ Gerry A. Herlihy                       By:/s/ Gerry A. Herlihy
-----------------------------                 ----------------------------------
Title: Chief Financial Officer                Title: Chief Financial Officer


APTEK WILLIAMS, INC.                          GEOFOCUS, INC.

By:/s/ Gerry A. Herlihy                       By:/s/ Gerry A. Herlihy
-----------------------------                 ----------------------------------
Title: Chief Financial Officer                Title: Chief Financial Officer


HARDEE WILLIAMS, INC.                         KENCO/WILLIAMS, INC.

By:/s/ Gerry A. Herlihy                       By:/s/ Gerry A. Herlihy
-----------------------------                 ----------------------------------
Title: Chief Financial Officer                Title: Chief Financial Officer


NESC WILLIAMS, INC.                           PREMIER PLASTIC TECHNOLOGIES, INC.

By:/s/ Gerry A. Herlihy                       By:/s/ Gerry A. Herlihy
-----------------------------                 ----------------------------------
Title: Chief Financial Officer                Title: Chief Financial Officer


WACCAMAW WHEEL WILLIAMS, INC.                 WILLIAMS CONTROLS INDUSTRIES, INC.

By:/s/ Gerry A. Herlihy                       By:/s/ Gerry A. Herlihy
-----------------------------                 ----------------------------------
Title: Chief Financial Officer                Title: Chief Financial Officer


WILLIAMS TECHNOLOGIES, INC.                   WILLIAMS WORLD TRADE, INC.

By:/s/ Gerry A. Herlihy                       By:/s/ Gerry A. Herlihy
-----------------------------                 ----------------------------------
Title: Chief Financial Officer                Title: Chief Financial Officer


WILLIAMS AUTOMOTIVE, INC.                     TECHWOOD WILLIAMS, INC.

By:/s/ Gerry A. Herlihy                       By:/s/ Gerry A. Herlihy
-----------------------------                 ----------------------------------
Title: Chief Financial Officer                Title: Chief Financial Officer


                                              WELLS FARGO CREDIT, INC.

                                              By:
                                                 -------------------------------
                                              Title:
                                                    ----------------------------


<PAGE>

                                    EXHIBIT A
                                       TO
                      EIGHTH AMENDMENT TO CREDIT AGREEMENT

                  Third Replacement Term Loan I Promissory Note



$3,923,900                                                      February 8, 2000



         FOR VALUE RECEIVED, the undersigned, WILLIAMS CONTROLS, 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 Credit,
Inc.  ("Bank") the  principal  sum of Three  Million  Nine Hundred  Twenty-Three
Thousand Nine Hundred  Dollars  ($3,923,900) as follows:  (A) monthly  principal
payments of $46,713.10  each on the first day of each month  beginning  March 1,
2000, (B) as otherwise  required  pursuant to the terms of the Credit  Agreement
referred to below;  and (C) the  outstanding  principal  balance and all accrued
interest on the Maturity Date.

         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 from time to time ("Credit Agreement"). This promissory
note replaces that certain Second  Replacement Term Loan I Promissory Note dated
December  16, 1998 (the  original of which is attached  hereto) in the  original
principal  amount of $4,105,000  executed by Borrowers.  This promissory note is
not a novation;  it is executed for the purpose of evidencing  the changed terms
set forth in the Eighth  Amendment to Credit  Agreement  of even date  herewith.
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.



<PAGE>


         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.                       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:____________________________



<PAGE>



                                    EXHIBIT B
                                       TO
                      EIGHTH AMENDMENT TO CREDIT AGREEMENT

                          Term Loan IV Promissory Note



$1,000,000                                                      February 8, 2000



         FOR VALUE RECEIVED, the undersigned, WILLIAMS CONTROLS, 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 Credit,
Inc. ("Bank") the principal sum of One Million Dollars ($1,000,000)  pursuant to
the  repayment  terms  for Term Loan IV set forth in the  Credit  Agreement  (as
defined 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.


<PAGE>

         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.                       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:____________________________