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Exhibit 10.7(b)  Amendment One to the Itin Guaranty

                          AMENDMENT NO. ONE TO GUARANTY

     AMENDMENT NO. ONE, dated this 7th day of January, 1998 but effective as of
July 11, 1997, to that certain GUARANTY dated as of October 2, 1995, by and
between Thomas W. Itin ("Itin") and Williams Controls, Inc., a Delaware
corporation, and its successors and assigns ("Williams").

     A.   For its own benefit and that of its operating subsidiaries, Ajay
Sports, Inc. ("Ajay") obtained financing of up to $13.5 million under a
revolving loan agreement dated as of July 25, 1995 between Ajay and United
States National Bank of Oregon ("US Bank"), as amended by a First Amendment
dated as of October 2, 1995 (as amended, the "Ajay/US Bank Loan").  The Ajay/US
Bank Loan was guaranteed by each of Ajay's operating subsidiaries and was
secured by its inventory and accounts then existing or thereafter acquired.

     B.   On July 11, 1997, Williams and its subsidiaries and Ajay and its
subsidiaries refinanced their bank loans with Wells Fargo Bank, National
Association ("Wells Fargo") through a joint credit facility (the "Wells Fargo
Credit Facility").

     C.   In connection with the above-described financing, Williams and its
subsidiaries and Ajay and its subsidiaries entered into a Consent, Reaffirmation
and Release Agreement dated July 14, 1997 with US Bank and Ajay issued a
promissory note in the principal amount of $2,340,000 (the "Ajay/US Bank Term
Loans"), payment of which was guaranteed directly by Itin (the "Itin/US Bank
Guaranty") and Williams and its subsidiaries jointly and severally (the
"Williams/US Bank Guaranty"). 

     D.   This Amendment supplements and amends the guaranty dated October 2,
1995 which Itin previously delivered to Williams in connection with the Ajay/US
Bank Loan and Williams' guaranty delivered in connection therewith, which Itin
reaffirms as amended hereby.
  
     NOW, THEREFORE, Itin, as Chairman and Chief Executive Officer of each of
Williams and Ajay and as a significant shareholder in both Williams and Ajay, in
consideration of Williams' guaranty of Ajay's obligations under the Ajay/US Bank
Term Loans, periodic advances to Ajay and for Williams jointly entering into the
Wells Fargo Credit Facility with Ajay, and other good and valuable
consideration, the adequacy and receipt of which hereby is acknowledged, and
intending to be legally bound, the parties hereby amend the October 2, 1995
Guaranty of Itin as follows:

     SECTION 1 is deleted in its entirety and is replaced with the following in
its stead:

     1.   THE GUARANTY.  Itin hereby absolutely and unconditionally guarantees
to Williams repayment of the Guaranteed Obligations, as defined below.  The
"Guaranteed Obligations" shall include all of the following:

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     (a)  The Market Value (as hereinafter defined) of the 4,111,647 shares of
Ajay common stock owned by Williams (the "Shares") at not less than $1,400,000
on the date, if any, that Itin first becomes obligated to perform under this
Guaranty.  For purposes of this Guaranty, "Market Value" shall mean the average
closing bid price per share of the Ajay common stock as reported on the Nasdaq
National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board, or if
none, the National Quotation Bureau's "Pink Sheets." 

          (b)  Any and all amounts Williams or its subsidiaries are required to
     pay to US Bank upon performance under the Ajay/US Bank Term Loans.

          (c)  Any and all amounts Williams has advanced, contemplates advancing
     or is required to advance to Ajay or for which Williams otherwise becomes
     liable to third parties for the benefit of Ajay in connection with the
     termination of Ajay's Revolving Loan Agreement with US Bank dated July 25,
     1995, as amended (the "Original Ajay/US Bank Loan") in connection with the
     Wells Fargo Credit Facility.

          (d)  Any and all amounts which Williams, under its joint and several
     liability obligations to Wells Fargo, ultimately is required to pay to
     Wells Fargo under the Wells Fargo Credit Facility to the extent that such
     amounts paid by Williams have not been repaid by Ajay or otherwise
     extinguished at the time this Guaranty is being called upon.

          (e)  Amounts, including, without limitation, principal, interest and
     reasonable collection costs directly related to the performance of Itin
     hereunder.


     SECTION 3 is amended by deleting the reference in the second sentence to
the "Williams Guaranty" and is replaced with "the Ajay/US Bank Term Loans or any
other obligation which constitutes a Guaranteed Obligation hereunder".


     SECTION 4 is amended by renumbering subsection (b) as subsection (d) and
adding the following new subsections (b) and (c):

          (b)  upon notice (given in accordance with Section 6 hereof) by Itin
     to Williams terminating the Guaranty, which termination shall have the
     effect of ending Itin's obligation to guaranty any obligations incurred by
     Williams after the date of termination; PROVIDED, HOWEVER, that a
     termination under this subsection shall not terminate Itin's obligations
     with respect to any Guaranteed Obligations existing or otherwise
     outstanding on the date of termination under this subsection;

          (c) automatically upon a change of control in Williams other than a
     voluntary change of control by Itin; with "control" (including the terms
     controlling, controlled by


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     an under common control with) meaning the possession, direct or indirect,
     of the power to direct or cause the direction of management and policies
     of Williams, whether through the ownership of voting securities, by
     contract or otherwise; or 


     SECTION 5 is amended by deleting the references in subsections (d) and (f)
to the "Williams Guaranty" and inserting "the Ajay/US Bank Term Loans or any
other obligation which constitutes a Guaranteed Obligation hereunder" in lieu
thereof; and by inserting "or any other third party" immediately after "US Bank"
each time that term appears in subsections (d) and (f).


     SUBSECTION (i) OF SECTION 6 is amended by deleting the reference to "Dale
J. Nelson" and replacing it with "Gerard A. Herlihy" where it appears in
subsection (i), and by changing the area code references in subsection (ii) from
"(810)" to "(248)."

     All other provisions of the Guaranty amended hereby shall remain in full
force and effect without revision or amendment.

     IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
Guaranty to be signed and delivered as of the date first above written.

               "ITIN"

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

               WILLIAMS CONTROLS, INC.


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


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<PAGE>

                                    GUARANTY

    THIS GUARANTY is entered into effective as of October 2, 1995, by and 
between Thomas W. Itin ("Itin") and Williams Controls, Inc., a Delaware 
corporation, and its successors and assigns ("Williams").

     A.   For its own benefit and that or its operating subsidiaries, Ajay 
Sports, Inc. ("Ajay") has obtained financing of up to 513.5 million under a 
revolving loan agreement dated as of July 25, 1995 between Ajay and United 
States National Bank of Oregon ("US Bank"), as amended by a First Amendment 
dated as of October 2, 1995 (as amended, the "Loan Agreement"). The Ajay Loan 
Agreement is guaranteed by each of Ajay's operating subsidiaries. Further, 
the Ajay Loan Agreement is secured by the inventory and accounts now existing 
or after acquired.

     B.   Williams has guaranteed repayment of the obligations of Ajay to US 
Bank under the Loan Agreement (the "Williams Guaranty").

     C.   Itin previously delivered to Williams his guaranty in connection with 
Williams' exercise of stock options to purchase 4,111,647 shares (the 
"SHARES") of Ajay common stock for an aggregate purchase price of $1,400,000, 
which guaranty is being continued as provided herein.

     D.   This Guaranty, when delivered, shall supersede, in all respects the 
previous guaranty of Itin to Williams and Williams Controls Industries, Inc. 
dated as of October 4, 1994.

     NOW, THEREFORE, in consideration of Williams' guaranty of Ajay's 
obligations under the Ajay Loan Agreement and other good and valuable 
consideration, the adequacy and receipt of which hereby is acknowledged, and 
intending to be legally bound, the parties hereby covenant and agree as 
follows:

     1.   THE GUARANTY. Itin hereby absolutely and unconditionally 
guarantees to Williams repayment of any amounts Williams is required to pay 
to US Bank upon performance under the Williams Guaranty, including, without 
limitation, principal, interest and reasonable collection costs, and the 
Market Value (as hereinafter defined) of the Shares at not less than 
$1,400,000 on the date, if any, that Itin first becomes obligated to perform 
under this Guaranty, all of the foregoing being hereinafter referred to as 
the "Guaranteed Obligations." For purposes of this Guaranty, "Market Value" 
shall mean the average closing bid price per share of the Ajay common stock 
as reported on the NASDAQ SmallCap Market or the

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OTC Bulletin Board, or if none, the National Quotation Bureau's "Pink 
Sheets."

     2.   APPLICATION OF PAYMENTS.  Any payment made by Itin under this 
Guaranty shall be effective to reduce or discharge the liability of Itin 
hereunder without further notice of any kind.

     3.   CONTINUING GUARANTY.  Except as otherwise provided herein, this 
Guaranty shall continue to be in force and be binding upon Itin until 
terminated in accordance with the provisions of Section 4 below. If Williams 
is required to perform under the Williams Guaranty, Williams shall give Itin 
written notice of its performance thereunder and proceed to enforce this 
Guaranty.

     4.   TERMINATION.  This Guaranty shall terminate (a) if Williams, without 
Itin's consent, amends, modifies or extends the Williams Guaranty, or (b) 
when all of the Guaranteed Obligations are paid in full and 95 days has 
elapsed since the date of full payment and no bankruptcy, insolvency or 
similar filing has occurred with respect to Ajay or Itin. Upon the occurrence 
of any such events, Williams will furnish Itin written cancellation of this 
Guaranty and will return the original of this Guaranty to Itin.

     5.   GENERAL PROVISIONS.

          (a) No delay on the part of Williams in the exercise of any power 
or right shall operate as a waiver thereof, nor shall any single or partial 
exercise of any power or right preclude other or further exercise thereof or 
the exercise of any other power or right.

          (b) This Guaranty may not be assigned.

          (c) This Guaranty is made under and shall be governed by the laws 
of the State of Oregon.

          (d) Notwithstanding any provision herein to the contrary, if 
Williams is required to perform under the Williams Guaranty, it first will 
proceed against Ajay and its assets to satisfy the amounts paid to US Bank by 
Williams under the Williams Guaranty.

          (e) It is the intention of Williams that Itin will be called upon 
to satisfy this Guaranty only as a last resort after Williams has exhausted 
all other remedies available to it.

          (f) Upon performance of Williams under the Williams Guaranty, and 
the assignment to Williams by US Bank of US Bank's rights in any security 
interests granted by Ajay and/or its

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subsidiaries under the Ajay Loan Agreement and documents filed to perfect 
such security interests, Williams shall assign to Itin a proportionate 
interest in the same to the extent Itin pays amounts to Williams to satisfy 
the Guaranteed Obligations.

     6.   NOTICES.  All notices and other communications hereunder shall be 
in writing and shall be deemed to have been given only if and when (a) 
personally delivered, or (b) three business days after mailing, postage 
prepaid, by certified mail, or (c) when delivered (and receipted for) by an 
overnight delivery service, addressed in each case as follows:

               (i)   If to Williams to:

                     Dale J. Nelson, Chief Financial Officer
                     Williams Controls, Inc.
                     14100 SW 72nd Avenue
                     Portland, OR 97224
                     FAX NO (303) 684-9675

               with a copy to:
 
                     Mary M. Naikoetter, Esq.
                     Friedlob Sanderson Raskin
                      Paulson & Tourtillott, LLC
                     1400 Glenarm Place, Suite 300
                     Denver, CO 80202
                     FAX NO. (303) 595-3970

               (ii)  If to Itin, to:
  
                     Thomas W. Itin
                     7001 Orchard Lake Road, Suite 424
                     West Bloomfield, MI 48322-3608
                     FAX NO. (810) 851-5651

               with a copy to:

                     Thomas K. Ziegler, Esq.
                     7001 Orchard Lake Road, Suite 424
                     West Bloomfield, MI 48322-3608
                     FAX NO. (810) 851-5651

Persons entitled to notice hereunder may change the address for the giving of 
notices and communications to it or him, and/or copies thereof, by written 
notice to the other parties in conformity with the foregoing.

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     IN WITNESS WHEREOF, Itin has caused this Guaranty to be executed as of 
the date first above written.

                                           "ITIN"


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

                                           WILLIAMS CONTROLS, INC.


                                           By /s/ DALE J. NELSON
                                             --------------------------
                                             Dale J. Nelson, Chief
                                             Financial Officer






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