<PAGE>

Exhibit 4.3

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT") OR ANY STATE SECURITIES
        LAWS AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE
        TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON
        THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE
        SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY
        TO COUNSEL FOR THE COMPANY, IN EITHER CASE, TO THE EFFECT THAT ANY SUCH
        TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND APPLICABLE STATE
        SECURITIES LAWS.

                             WILLIAMS CONTROLS, INC.

                      Common Stock Purchase Warrant No. __
                                       to
                            Purchase [_______] Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                  [INSERT NAME]
                                [INSERT ADDRESS]

by WILLIAMS CONTROLS, INC., a Delaware corporation (hereinafter called the
"Company", which term shall include its successors and assigns).

        FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company [QUANTITY] (_______) fully paid and nonassessable
shares of Common Stock, $.01 par value (the "Common Stock"), at the Exercise
Price (as defined below) per share.

        This Warrant shall expire at the close of business on April 20, 2003.

        1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant (properly endorsed if required) at the principal office of the
Company at 14100 S.W. 72nd Avenue, Portland, Oregon 97224 (or such other office
or agency of the Company as it may designate by notice in writing to the Holder
at the address of the Holder appearing on the books of the Company), and upon
payment to the Company, by cash or by certified check or bank draft, of the
Exercise Price for such

                                      -1-
<PAGE>

shares. The Company agrees that the shares of Common Stock so purchased shall be
deemed to be issued to the Holder as the record owner of such shares of Common
Stock as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares of Common Stock as aforesaid.
Certificates for the shares of Common Stock so purchased (together with a cash
adjustment in lieu of any fraction of a share) shall be delivered to the Holder
within a reasonable time, not exceeding five (5) business days, after the rights
represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of Common
Stock, if any, with respect to which this Warrant shall not then have been
exercised, in all other respects identical with this Warrant, shall also be
issued and delivered to the Holder within such time, or, at the request of the
Holder, appropriate notation may be made on this Warrant and the same returned
to the Holder.

                (b) This Warrant may be exercised to acquire, from and after the
date hereof, the number of shares of Common Stock set forth on the first page
hereof; provided, however, the right hereunder to purchase such shares of Common
Stock shall expire at the close of business on April 20, 2003.

        2. This Warrant is being issued by the Company to the Holder, pursuant
to the Company's Confidential Private Placement Memorandum dated March 27, 2000,
as amended (the "Memorandum"), whereby the Company agreed to issue a three (3)
year warrant exercisable at the Exercise Price per share to each Holder, equal
to twenty (20.0%) percent of the total number of shares of Common Stock
underlying the 7.5% Convertible Subordinated Debentures due March 31, 2003 (the
"Debentures") purchased by such Holder pursuant to the Memorandum.

        3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof; and, without
limiting the generality of the foregoing, the Company covenants and agrees that
it will take from time to time all such action as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the then effective Exercise Price. The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will have at all times authorized, and
reserved for the purpose of issue or transfer upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant, and will
procure at its sole expense upon each such reservation of shares the listing
thereof (subject to issuance or notice of issuance) on all stock exchanges on
which the Common Stock is then listed or inter-dealer trading systems on which
the Common Stock is then traded. The Company will take all such action as may be
necessary to assure that such shares of Common Stock may be so issued without
violation of any applicable law or regulation, or of any requirements of any
national securities exchange upon which the Common Stock may be listed or
inter-dealer trading system on which the Common Stock is then traded. The
Company will not take any action which would result in any adjustment in the
number of shares of Common Stock purchasable hereunder if the total number of
shares of Common Stock issuable pursuant to the terms of this Warrant after


                                      -2-
<PAGE>

such action upon full exercise of this Warrant and, together with all shares of
Common Stock then outstanding and all shares of Common Stock then issuable upon
exercise of all options and other rights to purchase shares of Common Stock then
outstanding, would exceed the total number of shares of Common Stock then
authorized by the Company's Certificate of Incorporation, as then amended.

        4. The Initial Exercise Price is $2.375 per share of Common Stock (the
"Initial Exercise Price").

                The Initial Exercise Price shall be adjusted as provided for
below in this Section 4 and pursuant to Section 6 hereof (the Initial Exercise
Price, and the Initial Exercise Price, as thereafter then adjusted, shall be
referred to as the "Exercise Price") and the Exercise Price from time to time
shall be further adjusted as provided for below in this Section 4 and pursuant
to Section 6 hereof. Upon each adjustment of the Exercise Price, the Holder
shall thereafter be entitled to receive upon exercise of this Warrant, at the
Exercise Price resulting from such adjustment, the number of shares of Common
Stock obtained by (i) multiplying the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock purchasable hereunder
immediately prior to such adjustment, and (ii) dividing the product thereof by
the Exercise Price resulting from such adjustment. The Exercise Price shall be
adjusted as follows:

                        (i) In the case of any amendment to the Certificate of
                Incorporation of the Company to change the designation of the
                Common Stock or the rights, privileges, restrictions or
                conditions in respect to the Common Stock or division of the
                Common Stock, this Warrant shall be adjusted so as to provide
                that upon exercise thereof the Holder shall receive, in lieu of
                each share of Common Stock theretofore issuable upon such
                exercise, the kind and amount of shares, other securities, money
                and property receivable upon such designation, change or
                division by such holder issuable upon such exercise had the
                exercise occurred immediately prior to such designation, change
                or division. This Warrant shall be deemed thereafter to provide
                for adjustments which shall be as nearly equivalent as may be
                practicable to the adjustments provided for in this Subsection
                4(i). The provisions of this Subsection 4(i) shall apply in the
                same manner to successive reclassifications, changes,
                consolidations and mergers.

                        (ii) 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 Exercise Price in effect immediately prior to such
                subdivision or dividend or other distribution shall be
                proportionately reduced, and conversely, in case the outstanding
                shares of Common Stock shall be combined into a smaller number
                of shares of Common Stock, the Exercise Price in effect
                immediately prior to such combination shall be proportionately
                increased.

                        (iii) If the Company shall at any time issue or
                otherwise sell or distribute shares of Common Stock for a
                consideration per share in cash or property, or the


                                      -3-
<PAGE>

                Company shall issue options or warrants to purchase Common Stock
                (other than options granted pursuant to the Company's directors'
                and employee stock option and stock purchase plans existing as
                of January 25, 2000) that are exercisable at, or the Company
                shall issue or otherwise sell or distribute rights to subscribe
                for or securities convertible into or exchangeable for Common
                Stock, at a price less than the then effective Exercise Price,
                the Exercise Price then in effect shall automatically be reduced
                by multiplying the then Exercise Price by a fraction, the
                numerator of which shall be the number of shares of Common Stock
                outstanding immediately prior to such issuance, sale or
                distribution plus the number of shares of Common Stock which the
                aggregate consideration received or to be received by the
                Company for such issuance, sale or distribution (such
                consideration, if other than cash, as determined by the Board of
                Directors including a majority of the Directors who are not
                officers or employees of the Company or any of its subsidiaries,
                whose determination shall be conclusive and described in a
                resolution of the Board of Directors) would purchase at the
                Exercise 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 distribution.
                Notwithstanding anything herein to the contrary, no adjustment
                shall be made to the Exercise Price upon: (i) 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 prior to March 27,
                2000; (ii) the issuance, sale or distribution of up to 750,000
                shares of Common Stock in the aggregate (regardless of price) or
                (iii) shares or options issued in connection with an acquisition
                of another entity (regardless of whether such acquisition is
                consummated by the purchase of assets or equity securities).

                        (iv) 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 stocks, securities, other evidence of equity ownership
                or assets with respect to or in exchange for shares of Common
                Stock, then, as a condition of such reorganization,
                reclassification, consolidation, merger or sale (except as
                otherwise provided below in this Section 4), lawful and adequate
                provisions shall be made whereby the Holder shall thereafter
                have the right to receive upon the basis and upon the terms and
                conditions specified herein, such 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 exercise of this Warrant under this Section
                4 had such reorganization, reclassification, consolidation,
                merger or sale not taken place, and in any such case appropriate
                provisions shall be made with respect to the rights and
                interests of such Holder to the end that the provisions hereof
                (including, without limitation, provisions for adjustments of
                the Exercise Price and of the number


                                      -4-
<PAGE>

                of shares of Common Stock receivable upon exercise of this
                Warrant) shall thereafter be applicable, as nearly as may be,
                in relation to any shares of stock, securities, other
                evidence of equity ownership or assets thereafter deliverable
                upon the exercise hereof (including an immediate adjustment,
                by reason of such consolidation or merger, of the Exercise
                Price to the value for the Common Stock reflected by the
                terms of such consolidation or merger if the value so
                reflected is less than the Exercise Price in effect
                immediately prior to such consolidation or merger). Subject
                to the terms of this Warrant, 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 other 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 Exercise 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. The Company shall not effect any
                such consolidation, merger or sale, unless, prior to the
                consummation thereof, the successor corporation (if other
                than the Company) resulting from such consolidation or merger
                or the corporation purchasing such assets shall assume by
                written instrument executed and mailed or delivered to the
                Holder, the obligation to deliver to the Holder such shares
                of stock, securities, other evidence of equity ownership or
                assets as, in accordance with the foregoing provisions, the
                Holder may be entitled to receive or otherwise acquire. If a
                purchase, tender or exchange offer is made to and accepted by
                the holders of more than fifty (50%) percent of the
                outstanding shares of Common Stock of the Company, the
                Company shall not effect any consolidation, merger or sale
                with the Person having made such offer or with any Affiliate
                of such Person, unless prior to the consummation of such
                consolidation, merger or sale the Holder of this Warrant
                shall have been given a reasonable opportunity to then elect
                to receive upon the exercise of this Warrant the amount of
                stock, securities, other evidence of equity ownership or
                assets then issuable with respect to the number of shares of
                Common Stock of the Company in accordance with such offer.

                Whenever the Exercise Price shall be adjusted pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice
President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), and the Exercise
Price after giving effect to such adjustment, and shall cause copies of such
certificates to be mailed (by first-class mail, postage prepaid) to the Holder
of this Warrant.

                No fractional Common Stock shall be issued in connection with
any exercise of this Warrant, but in lieu of such fractional shares, the Company
shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.


                                      -5-
<PAGE>

        5. In the event the Company grants rights to all shareholders to
purchase Common Stock, the Holder shall have the same rights as if this Warrant
had been exercised immediately prior to such grant.

        6. (a) As soon as possible after the Final Closing Date (as defined in
the Memorandum), but in no event later than ninety (90) days after the Final
Closing Date (regardless of whether the maximum amount of Debentures shall have
been sold), the Company shall, at its sole cost and expense, file a registration
statement on the appropriate form under the 1933 Act with the Securities and
Exchange Commission ("SEC") covering all of the shares of Common Stock issuable
upon exercise of this Warrant and as set forth in this Section 6(a)
(collectively, the "Registrable Securities"), time being of the essence. The
Company will use its best efforts to have such registration statement declared
effective as soon as possible thereafter, and shall keep such registration
statement current and effective for at least three (3) years from the effective
date thereof or until such earlier date as all of the Registrable Securities
registered pursuant to such registration statement shall have been sold or
otherwise transferred. If the Registration Statement is not filed within such
ninety (90) days, the Exercise Price shall be reduced (and concomitantly, the
number of shares of Common Stock issuable upon exercise of this Warrant shall
increase) by the percentage resulting from multiplying three (3%) percent by the
number of thirty (30) day periods, or any part thereof, beyond such ninety (90)
day period until the registration statement covering the Registrable Securities
is filed with the SEC. Notwithstanding anything to the contrary contained
herein, and in addition to the adjustments set forth in the preceding sentence,
if the Registration Statement shall not be declared effective within 180 days
after the Final Closing Date (regardless of whether the maximum number of
Debentures shall have been sold), then the Exercise Price shall be reduced (and
concomitantly the number of shares of Common Stock issuable upon exercise of
this Warrant shall increase) by the percentage resulting from multiplying three
(3%) percent by the number of thirty (30) day periods, or any part thereof,
beyond the 180-day period until the Registration Statement described herein
covering the Registrable Securities is declared effective. Notwithstanding the
foregoing, the Exercise Price shall not be reduced pursuant to this Section 6(a)
by more than thirty-six (36%) percent in the aggregate.

                (b) In the event the Company effects any registration under the
1933 Act of any Registrable Securities pursuant to Sections 6(a) above or 6(g)
below, the Company shall indemnify, to the extent permitted by law, and hold
harmless any Holder whose Registrable Securities are included in such
Registration Statement (each, a "Seller"), any underwriter, any officer,
director, employee or agent of any Seller or underwriter, and each other person,
if any, who controls any Seller or underwriter within the meaning of Section 15
of the 1933 Act, against any losses, claims, damages or liabilities, judgment,
fines, penalties, costs and expenses, joint or several, or actions in respect
thereof (collectively, the "Claims"), to which each such indemnified party
becomes subject, under the 1933 Act or otherwise, insofar as such Claims arise
out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the registration statement or prospectus or any
amendment or supplement thereto or any document filed under a state securities
or blue sky law (collectively, the "Registration Documents") or insofar as such
Claims arise out of or are based upon the omission or alleged omission to state
in any Registration Document a material fact required to be stated therein or
necessary to make the


                                      -6-
<PAGE>

statements made therein not misleading, and will reimburse any such indemnified
party for any legal or other expenses reasonably incurred by such indemnified
party in investigating or defending any such Claim; provided that the Company
shall not be liable in any such case to the extent such Claim is based upon an
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission of a material fact made in any Registration Document in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any indemnified party specifically for use in the
preparation of such Registration Document.

                (c) In connection with any registration statement in which any
Seller is participating, each Seller, severally and not jointly, shall
indemnify, to the extent permitted by law, and hold harmless the Company, each
of its directors, each of its officers who have signed the registration
statement, each other person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act, each other Seller and each underwriter,
any officer, director, employee or agent of any such other Seller or underwriter
and each other person, if any, who controls such other Seller or underwriter
within the meaning of Section 15 of the 1933 Act against any Claims to which
each such indemnified party may become subject under the 1933 Act or otherwise,
insofar as such Claims (or actions in respect thereof) are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Document, or insofar as any Claims are based upon the omission or
alleged omission to state in any Registration Document a material fact required
to be stated therein or necessary to make the statements made therein not
misleading, and will reimburse any such indemnified party for any legal or other
expenses reasonably incurred by such indemnified party in investigating or
defending any such claim; provided, however, that such indemnification or
reimbursement shall be payable only if, and to the extent that, any such Claim
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Registration Document in reliance
upon and in conformity with written information furnished to the Company by the
Seller specifically for use in the preparation thereof.

                (d) Any person entitled to indemnification under Sections 6(b)
or 6(c) above shall notify promptly the indemnifying party in writing of the
commencement of any Claim if a claim for indemnification in respect thereof is
to be made against an indemnifying party under this Section 6(d), but the
omission of such notice shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise than under
Section 6(b) or 6(c) above, except to the extent that such failure shall
materially adversely affect any indemnifying party or its rights hereunder. In
case any action is brought against the indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it chooses, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party;
and, after notice from the indemnifying party to the indemnified party that it
so chooses, the indemnifying party shall not be liable for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that (i) if the indemnifying party fails to take reasonable steps necessary to
defend diligently the Claim within twenty (20) days after receiving notice from
the indemnified party that the indemnified party believes it has failed to do
so; (ii) if the indemnified party who is a defendant in any action or proceeding
which is also brought against the indemnifying party reasonably shall have
concluded that there are legal defenses


                                      -7-
<PAGE>

available to the indemnified party which are not available to the indemnifying
party; or (iii) if representation of both parties by the same counsel is
otherwise inappropriate under applicable standards of professional conduct, the
indemnified party shall have the right to assume or continue its own defense as
set forth above (but with no more than one firm of counsel for all indemnified
parties in each jurisdiction, except to the extent any indemnified party or
parties reasonably shall have concluded that there are legal defenses available
to such party or parties which are not available to the other indemnified
parties or to the extent representation of all indemnified parties by the same
counsel is otherwise inappropriate under applicable standards of professional
conduct) and the indemnifying party shall be liable for any reasonable expenses
therefor; provided, that no indemnifying party shall be subject to any liability
for any settlement of a Claim made without its consent (which may not be
unreasonably withheld, delayed or conditioned). If the indemnifying party
assumes the defense of any Claim hereunder, such indemnifying party shall not
enter into any settlement without the consent of the indemnified party if such
settlement attributes liability to the indemnified party (which consent may not
be unreasonably withheld, delayed or conditioned).

                (e) If for any reason the indemnity provided in Section 6(b) or
6(c) above is unavailable, or is insufficient to hold harmless, an indemnified
party, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of any Claim in such proportion as
is appropriate to reflect the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other from the
transactions contemplated by this Warrant. If, however, the allocation provided
in the immediately preceding sentence is not permitted by applicable law, or if
the indemnified party failed to give the notice required by Section 6(d) above,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the indemnifying party and
the indemnified party as well as any other relevant equitable considerations.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable in respect of any
Claim shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
Claim. Notwithstanding the foregoing, no underwriter or controlling person
thereof, if any, shall be required to contribute, in respect of such
underwriter's participation as an underwriter in the offering, any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligation of any underwriters to contribute pursuant to
this subsection (e) shall be several in proportion to their respective
underwriting commitments and not joint.


                                      -8-
<PAGE>

                (f) The provisions of Sections 6(b) through 6(e) hereof shall be
in addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made or
omitted by or on behalf of any indemnified party and shall survive the transfer
of the Registrable Securities by any such party.

                (g) If the registration statement as filed pursuant to Section
6(a) above is not then effective, then Holders shall have certain "piggy-back"
registration rights.

                        A. If at any time after the Initial Closing Date (as
defined in the Memorandum), the Company shall file with the SEC a registration
statement under the 1933 Act registering any shares of Common Stock owned by any
person or entity, except for any registration on Forms S-4, S-8 or other similar
or successor Forms, the Company shall give written notice to each Holder thereof
prior to such filing.

                        B. Within fifteen (15) days after such notice from the
Company, each Holder shall give written notice to the Company whether or not the
Holder desires to have all of the Holder's Registrable Securities included in
the registration statement. If a Holder fails to give such notice within such
period, such Holder shall not have the right to have such Holder's Registrable
Securities registered pursuant to such registration statement. If a Holder gives
such notice, then the Company shall include such Holder's Registrable Securities
in the registration statement, at the Company's sole cost and expense, subject
to the remaining terms of this Section 6(g).

                        C. If the registration statement relates to an
underwritten offering, and the underwriter shall determine in writing that the
total number of shares of Common Stock to be included in the offering, including
the Registrable Securities, shall exceed the amount which the underwriter deems
to be appropriate for the offering, the number of shares of the Registrable
Securities shall be reduced in the same proportion as the remainder of the
shares in the offering and each Holder's Registrable Securities included in such
registration statement will be reduced proportionately. For this purpose, if
other securities in the registration statement are derivative securities, their
underlying shares shall be included in the computation. The Holders shall enter
into such agreements as may be reasonably required by the underwriters and the
Holders shall pay to the underwriters commissions relating to the sale of their
respective Registrable Securities.

                        D. The Holders shall have two (2) opportunities to have
the Registrable Securities registered under this Section 6(g).

                        E. The Holder shall furnish in writing to the Company
such information as the Company shall reasonably require in connection with a
registration statement.

                (h) If and whenever the Company is required by the provisions of
this Section 6 to use its best efforts to register any Registrable Securities
under the 1933 Act, the Company shall, as expeditiously as possible under the
circumstances:


                                      -9-
<PAGE>

                        A. Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective as soon as possible and
remain effective.

                        B. Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement current and to
comply with the provisions of the 1933 Act, and any regulations promulgated
thereunder, with respect to the sale or disposition of all Registrable
Securities covered by the registration statement required to effect the
distribution of the securities, but in no event shall the Company be required to
do so for a period of more than three (3) years following the effective date of
the registration statement.

                        C. Furnish to the Sellers participating in the offering,
copies (in reasonable quantities) of summary, preliminary, final, amended or
supplemented prospectuses, in conformity with the requirements of the 1933 Act
and any regulations promulgated thereunder, and other documents as reasonably
may be required in order to facilitate the disposition of the securities, but
only while the Company is required under the provisions hereof to keep the
registration statement current.

                        D. Use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions of the United States as the
Sellers participating in the offering shall reasonably request, and do any and
all other acts and things which may be reasonably necessary to enable each
participating Seller to consummate the disposition of the Registrable Securities
in such jurisdictions.

                        E. Notify each Seller selling Registrable Securities, at
any time when a prospectus relating to any such Registrable Securities covered
by such registration statement is required to be delivered under the 1933 Act,
of the Company's becoming aware that the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and promptly prepare and furnish to each such
Seller selling Registrable Securities a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing.

                        F. As soon as practicable after the effective date of
the registration statement, and in any event within eighteen (18) months
thereafter, make generally available to Sellers participating in the offering an
earnings statement (which need not be audited) covering a period of at least
twelve (12) consecutive months beginning after the effective date of the
registration statement which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act, including, at the Coompany's option, Rule 158
thereunder. To the extent that the Company files


                                      -10-
<PAGE>

such information with the SEC in satisfaction of the foregoing, the Company need
not deliver the above referenced earnings statement to Seller.

                        G. Upon request, deliver promptly to counsel of each
Seller participating in the offering copies of all correspondence between the
SEC and the Company, its counsel or auditors and all memoranda relating to
discussions with the SEC or its staff with respect to the registration statement
and permit each such Seller to do such investigation at such Seller's sole cost
and expense, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary. Each Seller agrees that it will use its best efforts not to interfere
unreasonably with the Company's business when conducting any such investigation
and each Seller shall keep any such information received pursuant to this
Subsection G confidential.

                        H. Provide a transfer agent and registrar located in the
United States for all such Registrable Securities covered by such registration
statement not later than the effective date of such registration statement.

                        I. List the Registrable Securities covered by such
registration statement on such exchanges and/or the NASDAQ as the Common Stock
is then currently listed.

                        J. Pay all Registration Expenses (as hereinafter
defined) incurred in connection with a registration of Registrable Securities,
whether or not such registration statement shall become effective; provided that
each Seller shall pay all underwriting discounts, commissions and transfer
taxes, and their own counsel fees, if any, relating to the sale or disposition
of such Seller's Registrable Securities pursuant to a registration statement. As
used herein, "Registration Expenses" means any and all reasonable and customary
expenses incident to performance of or compliance with the registration rights
set forth herein, including, without limitation, (i) all SEC, stock exchange and
National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses of complying with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for the underwriters in
connection with blue sky qualifications of the Registrable Securities but no
other expenses of the underwriters or their counsel), (iii) all printing,
messenger and delivery expenses, and (iv) the reasonable fees and disbursements
of counsel for the Company and the Company's independent public accountants.

                        (i) The Company acknowledges that there is no adequate
remedy at law for failure by it to comply with the provisions of this Section 6
and that such failure would not be adequately compensable in damages, and
therefore agrees that its agreements contained in this Section 6 may be
specifically enforced. In the event that the Company shall fail to file such
registration statement when required pursuant to Section 6(a) above or to keep
any registration statement effective as provided in this Section or otherwise
fails to comply with its obligations and agreements in this Section 6, then, in
addition to any other rights or remedies the Holders may have at law or in
equity, including without limitation, the right of rescission, the Company shall
indemnify and hold harmless the Holders from and against any and all manner or
loss which they may incur as a result of such failure. In addition, the Company
shall also reimburse the Holders for any and


                                      -11-
<PAGE>

all reasonable legal fees and expenses incurred by them in enforcing their
rights pursuant to this Section 6, regardless of whether any litigation was
commenced.


        7. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.

        8. The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified. The term "Common Stock" shall mean and include the
Company's Common Stock, $0.01 par value per share, authorized on the date of the
original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character referred to in paragraph 4 hereof, the stock, securities or assets
provided for in such paragraph. The term "Company" shall also include any
successor corporation to WILLIAMS CONTROLS, INC. by merger, consolidation or
otherwise. The term "outstanding" when used with reference to Common Stock shall
mean at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for
the account of the Company. The term "1933 Act" shall mean the Securities Act of
1933, as amended, or any similar Federal statute, and the rules and regulations
of the Securities and Exchange Commission, or any other Federal agency then
administering such Securities Act, thereunder, all as the same shall be in
effect at the time.

        9. This Warrant is exchangeable, upon the surrender hereby by the Holder
at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.

        10. The Company agrees to use its best efforts to file timely all
reports required to be filed by it pursuant to Sections 13 or 15 of the
Securities Exchange Act of 1934, as amended, and to provide such information as
will permit the Holder to sell this Warrant or any shares of Common Stock
acquired upon exercise of this Warrant in accordance with Rule 144 under the
1933 Act.

        11. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a stockholder of the Company. The rights and


                                      -12-
<PAGE>

obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

        12. This Warrant sets forth the entire agreement of the Company and the
Holder of the Common Stock issuable upon the exercise of this Warrant with
respect to the rights of the Holder and the Common Stock issuable upon the
exercise of this Warrant, notwithstanding the knowledge of such Holder of any
other agreement or the provisions of any agreement, whether or not known to the
Holder and the Company represents that there are no agreements inconsistent with
the terms hereof or which purport in any way to bind the Holder of this Warrant
or the Common Stock.

        13. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
New York.


                                      -13-
<PAGE>

        IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal and dated as of April __,
2000.


                                   WILLIAMS CONTROLS, INC.


                                   By:
                                      ------------------------------------------
                                      Gerard A. Herlihy, Chief Financial Officer


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