ELEVENTH AMENDMENT TO CREDIT AGREEMENT


      THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT effective as of April 1, 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 ten 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,  during each period set forth below, the
      lesser of $750,000 or the  percentage  set forth below of the market value
      of the 306,719  shares of Williams  Controls,  Inc. stock pledged to Wells
      Fargo as  Collateral  based on the list  price on  Nasdaq  at the close of
      business on the date set  opposite  such  period  below,  and  thereafter,
      "Additional Amount" means $0.



                    Period            Valuation           Percentage
                                      Date

            April 1 - 16, 2000       March 31, 2000             85%

            April 17 - 30, 2000      April 14, 2000             90%

            May 1 - 7, 2000          April 28, 2000             95%

            May 8 - 15, 2000         May 5, 2000               100%



     2.   Inventory  Appraisal.  Before May 15, 2000, Borrowers shall deliver to
          Wells Fargo an  appraisal of the orderly  liquidation  value of all of
          Borrowers'  Inventory,  said appraisal to be conducted by an appraiser
          acceptable to Wells Fargo and to be in form and  substance  acceptable
          to Wells Fargo.  Borrowers' failure to deliver such an appraisal shall
          constitute an Event of Default.
<PAGE>

     3.   Accommodation Fee. As consideration for Wells Fargo entering into this
          Eleventh  Amendment,  Borrowers  hereby  agree to pay  Wells  Fargo an
          accommodation fee of $5,000 on ___________, 2000.

     4.   Effective Date. This Eleventh Amendment shall be effective as of April
          1, 2000 upon the execution of this Eleventh Amendment by Borrowers and
          Wells Fargo.

     5.   Ratification. Except as otherwise provided in this Eleventh Amendment,
          all of the  provisions of the  Agreement and the other Loan  Documents
          are hereby  ratified and  confirmed and shall remain in full force and
          effect.

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

     7.   Counterparts. This Eleventh 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.  Delivery  of an  executed
          signature  page of this Eleventh  Amendment by facsimile  transmission
          shall be  effective  as  delivery of a manually  executed  counterpart
          hereof.

     8.   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 Eleventh  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:_______________________________