THIRD AMENDMENT TO CREDIT AGREEMENT


      THIS THIRD AMENDMENT TO CREDIT  AGREEMENT  entered into as of July 9, 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 two prior  amendments  ("Agreement").  Borrowers
and Bank 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 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
            July, 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
            August,  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 Third
          Amendment to Credit  Agreement,  Borrowers hereby agree to pay Bank an
          accommodation   fee  of  $1,000  upon  the  execution  of  this  Third
          Amendment.

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

     4.   Ratification.  Except as otherwise  provided in this Third  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
          Third Amendment, shall be construed as one agreement.

     6.   Counterparts.  This Third  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 Third  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:____________________________