SECOND AMENDMENT TO CREDIT AGREEMENT


      THIS SECOND AMENDMENT TO CREDIT AGREEMENT entered into as of June __, 1999
by and among AJAY SPORTS,  INC., a Delaware  corporation,  LEISURE LIFE, INC., a
Tennessee corporation, PALM SPRINGS GOLF, INC., a Colorado corporation, and AJAY
LEISURE PRODUCTS,  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 June 30, 1998, as amended by the First  Amendment to Credit  Agreement  dated
February  2,  1999  ("Agreement").  Borrowers  and Bank  desire  to  revise  the
Agreement  in the manner set forth  herein to extend  the  seasonal  overadvance
through August, 1999.

      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.   Revised  Definitions.  The terms  "Additional  Amount"  and "Bank" are
          hereby amended in their entirety to read as follows:

            "Additional Amount" means, (i) during the months of February through
      June,  1999,  the least of (A) $750,000,  (B) 15% of the Borrowing Base or
      (C) 200% of the  market  value  (as  determined  by Bank) of the  stock of
      Williams Controls, Inc. which is the subject of a first, perfected Lien in
      favor of Bank ("Williams Stock"), and (ii) during July, 1999, the least of
      (A) $375,000,  (B) 7.5% of the Borrowing  Base or (C) the market value (as
      determined by Bank) of the Williams Stock.

            "Bank" means Wells Fargo Credit, Inc.

     2.   Accommodation Fee. As consideration for Bank entering into this Second
          Amendment to Credit  Agreement,  Borrowers hereby agree to pay Bank an
          accommodation  fee  of  $2,500  upon  the  execution  of  this  Second
          Amendment.

     3.   Effective  Date.  This Second  Amendment  shall be effective  upon the
          execution  of this Second  Amendment by  Borrowers  and Bank,  and the
          payment by Borrowers of the accommodation fee.

     4.   Ratification.  Except as otherwise  provided in this Second Amendment,
          all of the  provisions  of  the  Agreement  are  hereby  ratified  and
          confirmed and shall remain in full force and effect.
<PAGE>

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

     6.   Counterparts.  This Second  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.

     7.   Oregon Statutory Notice.

      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 Second  Amendment to
Credit Agreement as of the date first above written.

AJAY SPORTS, INC.                       LEISURE LIFE, INC.

By:_________________________            By:______________________________
Title:______________________            Title:___________________________

PALM SPRINGS GOLF, INC.                 AJAY LEISURE PRODUCTS, INC.

By:_________________________            By:______________________________
Title:______________________            Title:___________________________


                                        WELLS FARGO CREDIT, INC.

                                        By:______________________________
                                        Title:___________________________