FIRST AMENDMENT TO CREDIT AGREEMENT


      THIS FIRST  AMENDMENT TO CREDIT  AGREEMENT  entered into as of February 2,
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 BANK, NATIONAL ASSOCIATION ("Bank").

                                    RECITALS

      Borrowers and Bank are parties to that certain Credit  Agreement  dated as
of June  30,  1998  ("Agreement").  Borrowers  and Bank  desire  to  revise  the
Agreement in the manner set forth  herein to provide for a seasonal  overadvance
for the period of February through June, 1999.

      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.   Definitions of "Additional Amount" and "Available Credit." Section 1.1
          of the Agreement is hereby amended by adding the following  definition
          of  "Additional  Amount and  revising  the  definition  of  "Available
          Credit" in its entirety as follows:

            "Additional Amount" means, (i) during the months of February through
      May, 1999,  the lesser of $750,000 or 15% of the Borrowing  Base, and (ii)
      during June, 1999, the lesser of $375,000 or 7.5% of the Borrowing Base

            "Available  Credit"  means,  at any  time,  the  amount by which the
      aggregate of the  outstanding  principal  amount of the Revolving Loans at
      such time and the Letter of Credit  Obligations  at such time is less than
      the  lesser  of (i)  $9,500,000  or  (ii)  the  Borrowing  Base  plus  the
      Additional Amount.

     2.   Revision of Section  3.1(a).  The first  sentence of Section 3.1(a) of
          the Agreement is hereby amended in its entirety to read as follows:

            On the  terms  and  subject  to the  conditions  contained  in  this
      Agreement,  Bank  agrees  to make  loans  (each  a  "Revolving  Loan")  to
      Borrowers from time to time until the Maturity Date in an aggregate amount
      not to exceed at any time outstanding the lesser of (i) $9,500,000 or (ii)
      the Borrowing Base plus the Additional Amount.
<PAGE>

     3.   Revision of Section 3.4(a).  Section 3.4(a) of the Agreement is hereby
          amended in its entirety to read as follows:

            (a) Interest. Except as otherwise provided in the next sentence, the
      outstanding  principal  balance of the Revolving Loans shall bear interest
      at a fluctuating rate per annum equal to the aggregate of the Base Rate in
      effect from time to time plus 100 basis points,  provided,  however,  upon
      the occurrence of a Rate Reduction  Event, the number of basis points will
      be  reduced  from  100  to  75  provided,  further,  upon  the  occurrence
      thereafter of a Loss, the number of basis points will be increased from 75
      to 100. The portion of the outstanding  principal balance of the Revolving
      Loans which is an advance of  Additional  Amount shall bear  interest at a
      fluctuating  rate per  annum  equal to the  aggregate  of the Base Rate in
      effect from time to time plus 200 basis points. The outstanding  principal
      balance of the Term Loan shall bear  interest  at a  fluctuating  rate per
      annum equal to the  aggregate of the Base Rate in effect from time to time
      plus 125 basis points. The foregoing notwithstanding, the rate of interest
      applicable  at all times  during the  continuation  of an Event of Default
      shall be the applicable  rate set forth above plus an additional 200 basis
      points. All fees,  expenses and other amounts not paid when due shall bear
      interest  (from the date due until paid) at a  fluctuating  rate per annum
      equal to the Base Rate in effect from time to time plus 300 basis points.

     4.   Control Agreement.  On or before March 1, 1999,  Borrowers shall cause
          Ajay Parent and Ajay Parent's  securities  intermediary to execute and
          deliver to Bank a control  agreement  containing  terms  acceptable to
          Bank for the  purpose  of  perfecting  (by  control)  Bank's  security
          interest in the 156,719  shares of Williams  Controls,  Inc.'s  common
          stock owned by Ajay Parent. Borrowers' failure to cause such agreement
          to be  delivered  to Bank on or before March 1, 1999 shall be an Event
          of Default.

     5.   Accommodation  Fee. As consideration for Bank entering into this First
          Amendment to Credit  Agreement,  Borrowers hereby agree to pay Bank an
          accommodation   fee  of  $5,000  upon  the  execution  of  this  First
          Amendment.

     6.   Effective  Date.  This First  Amendment  shall be  effective  upon the
          execution  of this First  Amendment  by  Borrowers  and Bank,  and the
          payment by Borrowers of the accommodation fee.
<PAGE>

     7.   Ratification.  Except as otherwise  provided in this First  Amendment,
          all of the  provisions  of  the  Agreement  are  hereby  ratified  and
          confirmed and shall remain in full force and effect.

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

     9.   Counterparts.  This First  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.

     10.  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 First  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 BANK, NATIONAL
                                        ASSOCIATION

                                        By:______________________________
                                        Title:___________________________