SECURITY AGREEMENT



DATE:             Effective July 14, 1997

BETWEEN:       AJAY SPORTS, INC., a Delaware corporation and
               AJAY LEISURE PRODUCTS, INC., a Delaware corporation
               AJAY LEISURE DE MEXICO C.V. DE S.A.,a Mexicali,Mexico corporation
               PALM SPRINGS GOLF, INC., a Colorado corporation
               1501 E. Wisconsin Street
               Delavan, Wisconsin  53115
               Attention:  Thomas W. Itin

               LEISURE LIFE, INC., a Tennessee corporation
               215 4th Avenue North
               Baxter, Tennessee 38544
               Attention:  Thomas W. Itin
              (collectively, the "Debtors")

AND:     WILLIAMS CONTROLS, INC., a Delaware corporation
         on its own behalf and on behalf of its subsidiaries, WILLIAMS CONTROLS
         INDUSTRIES, INC., AGROTEC WILLIAMS, INC., APTEK WILLIAMS,
                  INC., GEOFOCUS, INC., HARDEE WILLIAMS, INC., KENCO
                  WILLIAMS, INC., NESC WILLIAMS, INC., PREMIER PLASTIC
                  TECHNOLOGIES, INC., WACCAMAW WHEEL WILLIAMS, INC.,
                  WILLIAMS TECHNOLOGIES, INC., WILLIAMS WORLD TRADE, INC.,
                  WILLIAMS AUTOMOTIVE, INC. and TECHWOOD WILLIAMS, INC.
                  14100 S.W. 72nd Avenue
                  Portland, Oregon  97224
                  Attention:  Gerard A. Herlihy, CFO

                  (collectively, the "Secured Party")


     1. Grant of Security Interest. For valuable consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged,  and to  secure  payment  and
performance of the  obligations  described in Section 2, Debtors hereby grant to
Secured Party, a security  interest in and to the following  (collectively,  the
"Collateral"):

     (a)   all   of   Debtors'   inventory    (including   finished   inventory,
work-in-process,   and  raw  materials),  equipment,  machinery,  furniture  and
fixtures, vehicles, supplies, all accounts



                                                        -1-
<PAGE>

     (including  all rights under  contracts to sell or lease goods or equipment
or to render  services,  whether  or not  earned by  performance,  which are not
evidenced  by  an  instrument  or  chattel  paper),   contract  rights,  drafts,
acceptances,  notes,  securities  and  other  instruments,  all  chattel  paper,
documents,  records,  computer  software and data general  intangibles and other
forms of  receivables,  and all guaranties and  securities  therefor,  including
without limitation the property described below, now owned or hereafter acquired
by Debtors, as well as the products and proceeds thereof:

     (i) any and all patents, copyrights,  registered and common law trademarks,
trade names,  service  marks,  service names,  slogans,  assumed names and other
similar  rights  owned by  Debtors  or which  they  have the right to use in the
conduct of their  respective  businesses,  including,  without  limitation,  any
rights to Debtors' trade names;

     (ii) all claims,  causes of action, and other rights of Debtors that relate
in any way to the ownership, operation, use, or lease of any of the Collateral;

     (iii) all rents,  income,  receipts,  revenues,  issues,  profits and other
income,  liens, and security interests of any nature to which Debtors may now be
or shall hereafter become entitled arising from the Collateral; and

     (b) all  equipment,  fixtures,  and goods  described on Exhibit A as it may
from time to time be amended  to include  additional  equipment,  fixtures,  and
goods,  together  with all  accessions,  parts,  additions,  substitutions,  and
replacements affixed thereto, as well as the products and proceeds thereof.

     2. Obligations  Secured.  This Agreement is given to secure (a) performance
of  the  covenants  and  agreements   hereinafter   made,  (b)  payment  of  all
indebtedness  now or  hereafter  owing to Secured  Party by Debtors,  including,
without  limitation,  performance of the covenants and agreements under (a) that
certain Consent,  Reaffirmation and Release Agreement dated July 14, 1997 by and
among  United  States  National  Bank of Oregon ("US Bank"),  Secured  Party and
Debtors  and the  related  promissory  note dated July 14,  1997 in the  initial
principal  amount of  $2,340,000  made by Ajay Sports,  Inc. in favor of US Bank
(collectively,  the "US Bank Term Loan"); (b) any and renewals and extensions of
the  foregoing  instruments,  whether  or not  evidenced  by  new or  additional
instruments;  (c)  performance  of the  covenants  and  provisions  in all other
agreements, certificates,  guaranties, or other documents executed by Debtors in
connection  with the US Bank Term Loan;  (d) full  performance of Debtors' joint
and several obligations with Secured Party under the joint credit facility dated
July 11, 1997 by and among Wells Fargo Bank,  National  Association,  as lender,
and Debtors and Secured Party as borrowers; (e) full performance or repayment of
any and all  obligations  of Debtors to Secured Party  resulting  from advances,
either direct or indirect,  to Debtor by Secured Party and any other obligations
incurred,  either  direct or  indirect,  for the  benefit  of Debtors by Secured
Party,  and (e) payment of all costs,  expenses and reasonable  attorney fees at
trial, on appeal, or in any bankruptcy  proceeding  incurred by Secured Party in
enforcing the debts, obligations and




                                                        -2-
<PAGE>

liabilities  of Debtors and in  preserving,  handling,  protecting,  collecting,
foreclosing, disposing and otherwise realizing on any and all security therefor.

     Notwithstanding  any provision contained herein as to the rights of Secured
Party  hereunder,  Secured  Party  shall  take  no  action,  including,  without
limitation, enforcement of any of its rights with respect to the Collateral that
would be in  conflict  with or  contrary  to the  rights of either of US Bank or
Wells Fargo Bank as to the  Collateral  under the US Bank Term Loan or the Wells
Fargo Credit Facility,  it being understood and agreed by the Secured Party that
its rights  hereunder are and shall remain  subordinate to the rights of US Bank
and/or  Wells  Fargo  until  Debtors'  obligations  to them  are paid in full in
accordance  with the terms of the US Bank Term Loan and the Wells  Fargo  Credit
Facility.

     3.  Warranties,  Representations  and  Covenants  of  Debtors.  Each Debtor
represents, warrants and covenants as follows:

     (a) Except for  Permitted  Liens (as defined  below):  (i) It will keep its
portion of the  Collateral  free and clear of any lien,  encumbrance or security
interest;  (ii) It will  not  mortgage,  pledge,  grant,  or  permit  to exist a
security  interest or lien upon any of the  Collateral,  now owned or  hereafter
acquired by it;  (iii) It is, and as to portions of the  Collateral  it acquires
after the date hereof,  it will be, the sole owner of the Collateral,  free from
any adverse lien,  security  interest,  or adverse claim of any kind whatsoever,
except for claims of persons claiming solely by, through or under Secured Party.
"Permitted  Liens"  means (i)  liens  arising  by  operation  of law for  taxes,
assessments  or  governmental  charges  not yet  due;  (ii)  statutory  liens of
mechanics,  materialmen,  shippers,  warehousemen,  carriers  and other  similar
persons for services or materials arising in the ordinary course of business for
which payment is not yet due;  (iii)  non-consensual  liens incurred or deposits
made  in  the  ordinary   course  of  business  in   connection   with  workers'
compensation,  unemployment  insurance and other types of social security;  (iv)
liens  for  taxes  or  statutory  liens  of  mechanics,  materialmen,  shippers,
warehousemen, carriers and other similar persons for services or materials which
are due but are being  contested  in good  faith and by  appropriate  and lawful
proceedings  promptly initiated and diligently  conducted and for which reserves
satisfactory  to  Secured  Party  have been  established;  (v)  liens  listed on
Schedule I, (vi) liens in favor of Secured Party; (vii) liens in favor of United
States  National Bank of Oregon;  and (viii) liens in favor of Wells Fargo Bank,
National Association created in connection with the Wells Fargo Credit Facility.
No financing statement or other instrument  affecting the Collateral,  or rights
therein, bearing the signature of, or otherwise authorized by, Debtor is on file
in any public filing  office,  other than those giving rise to Permitted  Liens.
Debtor will notify  Secured Party of any claim or demand  against the Collateral
and will defend the Collateral  against all claims and demands of all persons at
any time  claiming the same or any interest  therein,  other than those  persons
whose  claims or  demands  are based on  Permitted  Liens,  and other than those
persons claiming solely by, through or under Secured Party.





                                       -3-
<PAGE>

     (b) Debtors' equipment and inventory are located in the States of Wisconsin
and Tennessee and/or in Mexicali,  Mexico. Each Debtor will notify Secured Party
in the  event it opens  places  of  business  in other  states  or comes to have
Collateral  located in other  states.  The  Collateral is not used or bought for
personal, family or household purposes.

     (c) Debtors'  principal place of business is in Delavan,  Wisconsin  except
that  Debtor  Leisure  Life,  Inc.'s  principal  place of business is located in
Baxter,  Tennessee  and Debtor Ajay  Leisure De Mexico C.V. de S.A.'s  principal
place of business is in  Mexicali,  Mexico.  Debtor will not move its  principal
place of  business  outside its  present  location.  Debtor will not do business
under any assumed  business  names  except  those of which  Debtor has  notified
Secured Party in writing of the adoption or change of any assumed business name,
and will,  upon  request of Secured  Party,  execute  any  additional  financing
statements or other certificates  necessary to reflect the adoption or change in
such name or names.

     (d) Debtor  will not sell,  lease,  transfer  or  otherwise  dispose of any
interest in any  Collateral  (other  than in the  ordinary  course of  business)
without the prior written consent of Secured Party.

     (e) Debtor will keep the Collateral in good condition and repair,  and will
not misuse,  abuse,  destroy, or allow to deteriorate or waste the Collateral or
any part  thereof,  except for ordinary wear and tear of its normal and excepted
use in Debtor's business. Debtor will not use any of the Collateral in violation
or any governmental law, rule, or regulation.  Secured Party or its designee may
examine and inspect the Collateral at all reasonable  times,  wherever  located,
and for that purpose is  authorized by Debtor to enter any place or places where
any part of the Collateral may be.

     (f) Debtor will keep the Collateral fully insured against loss or damage by
fire, theft, collision, and such other hazards.

     (g)  Debtor  will  pay  promptly  when due all  taxes,  license  fees,  and
assessments on the Collateral.  Debtor may withhold  payment of any tax, license
fee, or assessment in connection  with a good faith dispute over the  obligation
to  pay,  so  long  as  Secured  Party's  interest  in  the  Collateral  is  not
jeopardized.  If a lien  arises  or is filed as a result of  nonpayment,  Debtor
shall  within 20 days after the lien  arises  or, if a lien is filed,  within 15
days after Debtor has notice of the filing,  secure the discharge of the lien or
deposit with Secured Party cash or a sufficient  corporate  surety bond or other
security  satisfactory to Secured Party in an amount sufficient to discharge the
lien plus any costs,  attorney  fees,  or other  charges  that could accrue as a
result of a foreclosure or sale under the lien.

     (h) Debtor will promptly execute any document, alone or with Secured Party,
procure any  document,  give any notices,  do all other acts,  and pay all costs
associated  with the foregoing  that Secured Party  determines  are necessary to
protect the  Collateral  against  rights,  claims or  interest of third  parties
(except those arising from Permitted Liens or those claiming




                                       -4-
<PAGE>

solely by,  through or under  Secured  Party) and will  otherwise  preserve  the
Collateral as security hereunder.

     (i) Debtor will not assert against Secured Party any claim or defense which
Debtor may have against any other person with respect to the  Collateral  or any
part thereof.

     (j) Until foreclosure, Debtor will indemnify, defend and hold Secured Party
harmless  from and  against  any  loss,  liability,  damage,  cost  and  expense
whatsoever  arising  from the use,  operation,  ownership or  possession  of the
Collateral or any part thereof.

     (k) Debtor shall  promptly  replace any  material  loss,  theft,  damage or
destruction of any Collateral;  provided that if all insurance proceeds covering
such loss, theft, damage or destruction are promptly applied to the reduction of
indebtedness  under the Note,  then such failure to replace shall not constitute
an Event of Default.

     (l) At such time as the US Bank  Term  Loans are  repaid  and the  security
interests and  financing  statements  related  thereto are  terminated,  Debtors
promptly will deliver to Secured Party all appropriate  financing statements and
such other  documents or instruments as Secured Party may reasonably  request to
perfect the Security  Interest  created hereby which will be subordinate only to
the  security  interests  granted  in  connection  with the Wells  Fargo  Credit
Facility.

     4.  Preservation  of Collateral by Secured Party. If Debtors should fail to
make  any  payment,  perform  or  observe  any  other  covenant,  obligation  or
agreement,  or take any other action which  Debtors are  obligated  hereunder to
make, perform,  observe,  take or do, then Secured Party may, at Secured Party's
sole discretion,  without notice to or demand upon Debtors and without releasing
Debtors from any  obligation,  covenant,  or agreement  hereof,  make,  perform,
observe,  take or do the same in such manner and to such extent as Secured Party
may deem  necessary  to protect  the  security  interest  in or the value of the
Collateral.  Furthermore,  Secured Party, in its sole discretion,  may commence,
appear or otherwise participate in any action or proceeding purporting to affect
Secured  Party's  security  interest  in  or  the  value  or  ownership  of  the
Collateral.  All sums  expended  or incurred  by Secured  Party  pursuant to the
foregoing  authorizations  (including reasonable attorney fees) shall be secured
hereby and shall be due and payable  within ten days after demand and shall bear
interest from the date of  expenditure  until the date of  reimbursement  at two
percent above the prime lending rate of Wells Fargo Bank, National Association.

     5. Use of Collateral  by Debtor.  So long as no Event of Default shall have
occurred,  Debtors may have possession of the Collateral (other than instruments
delivered  to  Secured  Party  pursuant  to  this  Agreement)  and  may  use the
Collateral in any lawful  manner not  inconsistent  with any other  agreement or
policy of insurance which affects the Collateral. Secured Party acknowledges and
agrees that any buyer in the ordinary course of Debtors'  businesses  takes free
of Secured Party's security interest.




                                       -5-
<PAGE>


     6. Events of Default.  TIME IS OF THE ESSENCE.  Any of the following  shall
constitute an event of default under this Agreement ("Event of Default"):

     (a) An Event of Default shall occur under this Agreement,  the US Bank Term
Loans or any other agreement to which Debtors are party;

     (b)  Secured  Party  receives  any  evidence  that any Debtor has taken any
action that is contrary to its grant to Secured Party of a security  interest in
the Collateral,  and such default is not remedied within 20 days after notice to
Debtor by Secured Party;

     (c) Debtor fails to perform or observe any  covenant,  agreement,  term, or
promise  contained  herein or in any other agreement with Secured Party to which
Debtor is a party,  and such performance or observance is not remedied within 20
days from the  earlier  of the time an  officer or  director  of Debtor  obtains
actual acknowledge thereof or notice from Secured Party or the Banks;

     (d) Any representation,  warranty,  or statement made herein proves to have
been false or misleading in any material respect as of the time made; or

     (e) Material loss,  theft,  destruction or disappearance  of, or damage to,
the Collateral, and such Collateral is not replaced within 20 days of such event
(or such  additional  time as may be necessary to replace such Collateral by the
exercise of reasonable  diligence) or all insurance proceeds covering such loss,
theft, destruction or disappearance are not promptly applied to the reduction of
any indebtedness to US Bank, Wells Fargo or Secured Party, as appropriate.

     7. Remedies Upon Default.

     (a) Upon the occurrence of any Event of Default,  Secured Party may, at its
option and in addition to any other remedies  provided by law, in this Agreement
or in any other  agreement with Secured Party to which Debtor is a party, do any
one or more of the following, successively or concurrently:

     (i) Declare  all  indebtedness  secured  hereby to be  immediately  due and
payable.

     (ii) Either  personally,  or by means of a court appointed  receiver,  take
possession of all or any of the Collateral and exclude therefrom Debtors and all
others claiming under Debtors, and thereafter hold, store, use, operate, manage,
lease,  maintain  and  control  the  Collateral,  make  repairs,   replacements,
alterations,  additions  and  improvements  to the  Collateral  and exercise all
rights and powers of Debtors with respect to the Collateral or any part thereof.
Debtors  hereby  expressly  waive  any  requirement  that  Secured  Party or the
receiver post a bond upon such appointment. If Secured Party demands or attempts
to take possession of the




                                       -6-
<PAGE>

Collateral  in the exercise of any rights under this  Agreement,  Debtors  shall
turn over promptly and deliver complete possession thereof to Secured Party.

     (iii) Without  notice to or demand upon Debtors,  make such payments and do
such acts as  Secured  Party  may deem  necessary  to  protect  Secured  Party's
security interest in the Collateral,  including without limitation,  (1) paying,
purchasing,  contesting or compromising any encumbrance, charge or lien which is
prior  to or  superior  to  the  security  interest  granted  hereunder,  and in
exercising  any  such  powers  or  authority  to pay all  expenses  incurred  in
connection  therewith,  and (2) in  exercising  its rights under this Section 7,
collect,  compromise,  endorse,  sell,  or  otherwise  deal with  Collateral  or
proceeds thereof in its own name or that of Debtors,  with full power to endorse
any certificates of title.

     (iv) Require  Debtors to deliver to Secured  Party all original  documents,
drafts, acceptances,  notes, securities, other instruments and chattel paper. If
any of the chattel  paper covers  property  that is covered by  certificates  of
title, then Debtors shall also deliver such certificates.

     (v) Require Debtors to assemble the Collateral,  or any portion thereof, at
a place  designated by Secured Party and reasonably  convenient to both parties,
and  promptly  to deliver  such  Collateral  to Secured  Party or its  designee.
Secured Party, and its agents and representatives and designees,  shall have the
right to enter upon any or all of  Debtors'  premises  and  property to exercise
Secured Party's rights thereunder.

     (vi)  Notify  account  debtors  or  lessees  of  any  Collateral  that  the
Collateral has been assigned to Secured Party and the proceeds,  lease payments,
or other  payments  thereon  shall be paid to  Secured  Party.  Upon  request of
Secured  Party,  Debtors  will also  promptly  notify  account  debtors and will
indicate on all  billings to account  debtors  that the  accounts are payable to
Secured Party,  and will promptly  notify  lessees of Collateral  that all lease
payments are payable to Secured Party. Any and all proceeds  thereafter received
by  Debtors  shall be turned  over to Secured  Party  daily in the exact form in
which they are received.

     (vii)  Foreclose  on the  Collateral  as herein  provided  or in any manner
permitted by law, and exercise any and all lawful rights and remedies  conferred
upon Secured Party by Debtor in connection with the indebtedness secured hereby,
either concurrently or in such order as Secured Party may determine; and sell or
cause to be sold in such order as Secured Party may determine,  as a whole or in
such parcels as Secured Party may determine, the Collateral without affecting in
any way other rights or remedies to which Secured Party may be entitled.

     (viii) Sell,  lease or otherwise  dispose of the Collateral at public sale,
without  having the  Collateral at the place of sale, and upon terms and in such
manner as Secured Party may  determine.  Secured  Party,  or any Debtor may be a
purchaser at any sale.





                                       -7-
<PAGE>

     (ix) Exercise any remedies of a secured party under the Uniform  Commercial
Code of Wisconsin and/or Tennessee and of any other state in which Collateral is
located.

     (b) Unless the Collateral is perishable or threatens to decline  rapidly in
value or is of a type  customarily  sold on a recognized  market,  Secured Party
shall give Debtor at least ten days' prior written  notice of the time and place
of any intended public sale or of the time after which any intended private sale
or other  disposition  of the  Collateral  is to be made,  which notice shall be
deemed reasonable.

     (c) In the  event  of a  public  or  private  sale of the  Collateral,  the
proceeds,  after payment  therefrom of Secured  Party's  reasonable  expenses of
sale,  reasonable  attorney fees and other legal expenses incurred in connection
therewith,  shall be applied in satisfaction of the obligations  secured hereby,
and any surplus  remaining shall be paid by Secured Party to Debtor. If proceeds
applied to such  obligations are  insufficient to pay the same in full,  Debtors
shall be jointly and severally  liable for any deficiency and shall promptly pay
the  same  to  Secured  Party.  Any  repossession  or  retaking  or  sale of the
Collateral  pursuant to the terms  hereof  shall not operate to release  Debtors
until full payment of any deficiency has been made in cash.

     8. Payment of Costs of  Collection.  In case of an Event of Default,  or in
case  litigation is commenced to enforce or construe any term of this  Agreement
or any other instrument  evidencing  indebtedness of Debtors to Secured Party or
of any other document or agreement executed hereunder, the losing party will pay
to the  prevailing  party such amounts as shall be  sufficient to cover the cost
and  expense  of  collection  or  enforcement,  including,  without  limitation,
reasonable  attorney's fees and costs at trial, on appeal, and in any bankruptcy
proceeding.

     9. Power of Attorney.  Debtors do hereby irrevocably  appoint Secured Party
as their attorney-in-fact,  with full power of substitution, upon the occurrence
of an Event of Default,  to execute any document or  instrument,  including  any
proofs of claim,  to endorse  any draft or other  instrument  for the payment of
money, to execute releases,  to negotiate  settlements,  to cancel any insurance
referred to herein and to do all other things  necessary or required to effect a
settlement  under any  insurance  policy or to take any  action or  perform  any
obligation  or enforce any right with respect to the  Collateral  Debtors  would
have the  right or power to do,  all of which  actions  may be taken in  Secured
Party's own name.  Secured Party agrees to give Debtors notice of any actions it
has taken pursuant to its  appointment as  attorney-in-fact  within a reasonable
time after such action is taken,  it being  understood  that the failure to give
such notice will not revoke Secured Party's  appointment as  attorney-in-fact or
invalidate any actions taken in such capacity. This power of attorney is a power
coupled with an interest  which cannot be revoked  until  payment in full of the
whole amount then due and unpaid of the indebtedness of Debtor to Secured Party.





                                       -8-
<PAGE>

         10.      Miscellaneous.

     (a)  Notices.  All notices or other  communications  required or  permitted
hereunder  shall be given to the  appropriate  party  or  parties  and  shall be
effective  as provided  in the Wells  Fargo  Credit  Facility;  provided,  that,
notices  given to or by US Bank shall be given as  provided  in the US Bank Term
Loan.

     (b) Remedies  Cumulative.  Any and all remedies herein expressly  conferred
upon  Secured  Party shall be deemed  cumulative  with and not  exclusive of any
other remedy  conferred  hereby or by law on Secured Party,  and the exercise of
any one remedy shall not preclude the exercise of any other.

     (c)  Waiver.  Secured  Party  shall not be deemed to have waived any power,
right or remedy under this or any other agreement executed by Debtors unless the
waiver is in writing  signed by Secured  Party.  No delay in exercising  Secured
Party's  power,  right or  remedy  shall be a waiver  nor  shall a waiver on one
occasion  operate  as a  waiver  of such  power,  right  or  remedy  on a future
occasion.

     (d) Further Assurances.  Debtors will join with Secured Party in executing,
filing and doing whatever may be necessary  under  applicable law to perfect and
continue  Secured  Party's  security  interest  in the  Collateral  now owned or
hereafter acquired by Debtors, all at Debtors' expense.

     (e) Attorneys Fees. If Secured Party exercises its rights or remedies under
this Agreement or under the Uniform  Commercial  Code,  Debtor agrees to pay all
costs, expenses and reasonable attorney fees as the trial court or any appellate
court may  adjudge  reasonable  in any  matter  arising  from or related to this
Agreement, including claims and adversary proceedings in bankruptcy.

     (f) Successors  and Assigns.  This Agreement may not be assigned by Debtors
without the prior written  consent of Secured  Party.  This  Agreement  shall be
binding  upon and shall inure to the benefit of the parties and their  permitted
respective  successors and assigns. The US Bank Term Loans constitute a separate
instrument and may be  negotiated,  extended or renewed by Secured Party without
releasing Debtor, the Collateral, or any guarantor or co- maker.

     (g) Validity;  Severability.  If any provision of this Agreement is held to
be invalid, such event shall not affect, in any respect whatsoever, the validity
of the remainder of this Agreement, and the remainder shall be construed without
the invalid provision so as to carry out the intent of the parties to the extent
possible without the invalid provision.





                                       -9-
<PAGE>

     (h) Exhibits  and  Schedules.  Any  exhibits or schedules  attached to this
Agreement and referred to herein are  incorporated  in this Agreement as if they
were fully set forth in the text hereof.

     (i) Governing Law. This Agreement  shall be governed by and construed under
the laws of the State of Oregon.

     (j)  Counterparts;  Hearings.  This  Agreement  may be  executed in several
counterparts,  each of which shall be deemed an original,  but such counterparts
shall together  constitute but one and the same Agreement.  Section  headings in
this  Agreement  are inserted for  convenience  of reference  only and shall not
constitute a part hereof.

     (k)  Amendment.  This  agreement  can be modified or  terminated  only by a
writing signed by Secured Party and Debtors.

     (l) Term of Security  Agreement.  This Agreement shall remain in full force
and effect as long as any  indebtedness  of Debtors  to  Secured  Party  remains
unpaid or outstanding.

     (m) Capitalized Terms.  Capitalized terms not defined herein shall have the
respective  meanings  ascribed  thereto  in the US Bank Term  Loans or the Wells
Fargo Credit Facility.

     (n) Include.  The terms "include,"  "including," and similar terms shall be
construed as if followed by the phrase "without limitation."





                                      -10-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                 SECURED PARTY:

                                 WILLIAMS CONTROLS, INC., a Delaware
                                 corporation, on its own behalf and as agent on
                                 behalf of its subsidiaries, Williams Controls
                                 Industries, Agrotec Williams, Inc., Aptek
                                 Williams, Inc., GeoFocus, Inc., Hardee
                                 Williams, Inc., Kenco Williams, Inc., NESC
                                 Williams, Inc., Premier Plastic Technologies,
                                 Inc., Waccamaw Wheel Williams, Inc.,
                                 Williams Technologies, Inc., Williams World
                                 Trade, Inc., Williams Automotive, Inc. and
                                 Techwood Williams, Inc.


                                 By______________________________________
                                    Gerard A. Herlihy, CFO

                                 DEBTORS:

                                 AJAY SPORTS, INC.


                                 By______________________________________
                                    Duane R. Stiverson
                                    Chief Financial Officer

                                 AJAY LEISURE PRODUCTS, INC.


                                 By______________________________________
                                    Duane R. Stiverson
                                    Chief Financial Officer





                                      -11-
<PAGE>

                                 LEISURE LIFE, INC.

                                 By______________________________________
                                     Duane R. Stiverson
                                     Chief Financial Officer

                                 PALM SPRINGS GOLF, INC.


                                 By_____________________________________
                                     Duane R. Stiverson
                                     Chief Financial Officer

                                 AJAY LEISURE de MEXICO D.V. de S.A.


                                 By_____________________________________
                                     Clarence H. Yahn
                                     Sole Administrator




                                      -12-
<PAGE>

                                    EXHIBIT A
        (Description of the Equipment, Fixtures and Goods of Each Debtor
                              Identified by Debtor)







                                      -13-

<PAGE>

                                   SCHEDULE I

             (ATTACH SCHEDULE I FROM WELLS FARGO CREDIT AGREEMENT)




                                      -14-