NINTH AMENDMENT TO CREDIT AGREEMENT


      THIS NINTH AMENDMENT TO CREDIT AGREEMENT effective as of February 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 eight 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 February 1, 2000 and February 29,
      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  based on the list price on Nasdaq at the close of  business on
      the most recent Friday. After January 31, 2000,  "Additional Amount" shall
      mean $0.

     2.   Accommodation Fee. As consideration for Wells Fargo entering into this
          Ninth  Amendment,  Borrowers  hereby  agree  to  pay  Wells  Fargo  an
          accommodation fee of $4,000 on March 1, 2000.

     3.   Effective Date. This Ninth Amendment shall be effective as of February
          1, 2000 upon:  (i) the execution of this Ninth  Amendment by Borrowers
          and  Wells  Fargo;   and  (ii)  execution  and  delivery  by  Acrodyne
          Corporation,  a  Michigan  corporation,  to Wells  Fargo of the Pledge
          Agreement  between Pledgor and Wells Fargo and delivery of the 150,000
          shares of the common stock of Williams  Controls,  Inc.  which are the
          subject of the Pledge Agreement.

     4.   Ratification.  Except as otherwise  provided in this Ninth  Amendment,
          all of the  provisions  of  the  Agreement  are  hereby  ratified  and
          confirmed and shall remain in full force and effect.
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     5.   One Agreement.  The  Agreement,  as modified by the provisions of this
          Ninth Amendment, shall be construed as one agreement.

     6.   Counterparts.  This Ninth  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 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 Ninth  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:________________________________