EIGHTH AMENDMENT TO CREDIT AGREEMENT


      THIS EIGHTH  AMENDMENT  TO CREDIT  AGREEMENT  effective  as of January 16,
2000,  by and among AJAY SPORTS,  INC., a Delaware  corporation,  LEISURE  LIFE,
INC., a Tennessee corporation,  PALM SPRINGS GOLF, INC., a Colorado corporation,
AJAY LEISURE PRODUCTS, INC., a Delaware corporation,  and PRESTIGE GOLF CORP., a
Delaware  corporation,  (each  individually  referred to as  "Borrower"  and all
collectively  referred to as "Borrowers"),  and WELLS FARGO CREDIT, INC. ("Wells
Fargo").

                                    RECITALS

      Borrowers  and Wells Fargo are parties to that  certain  Credit  Agreement
dated as of June 30, 1998, as amended by seven prior  amendments  ("Agreement").
Borrowers and Wells Fargo 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 Wells Fargo agree as follows:

     1.   Revised  Definition.  The definition of "Additional  Amount" is hereby
          amended in its entirety to read as follows:

            "Additional Amount" means,  between January 17, 2000 and January 31,
      2000,  the lesser of  $750,000  or 85% of the market  value of the 306,719
      shares  of  Williams  Controls,  Inc.  stock  pledged  to  Wells  Fargo as
      Collateral.  The market  value of the pledged  stock  shall be  determined
      based on the list price on Nasdaq at the close of each business day. After
      January 31, 2000, "Additional Amount" shall mean $0.

     2.   Effective Date. This Eighth Amendment shall be effective as of January
          16, 2000 upon: (i) the execution of this Eighth Amendment by Borrowers
          and Wells  Fargo;  and (ii)  delivery by  Borrowers  to Wells Fargo of
          150,000 shares of the common stock of Williams Controls, Inc.

     3.   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.

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

     6.   Oregon Statutory Notice.

      UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES AND COMMITMENTS MADE BY WELLS
FARGO 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
WELLS FARGO TO BE ENFORCEABLE.

      IN WITNESS  WHEREOF,  the parties have executed  this Eighth  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:_______________________________


PRESTIGE GOLF CORP.                     WELLS FARGO CREDIT, INC.

By:_________________________________    By:__________________________________
Title:______________________________    Title:_______________________________