Exhibit 10.10(b)




                            PATENT LICENSE AGREEMENT


         Effective as of the "Effective Date" referred to in Article VII hereof,
by and between Edmond B. Cicotte of 11086 Hedgeway,  Utica,  Michigan 48327, and
or assigns,  hereinafter referred to as "LICENSOR", and Williams Controls, Inc.,
a  Delaware  Corporation,  and  Proactive  Acquisition  Corporation,  a Michigan
Corporation,  having a corporate  office at 7001 Orchard  Lake Road,  Suite 424,
West  Bloomfield,  Michigan  48322 ,  collectively  hereinafter  referred  to as
"LICENSEE".


         WITNESSETH:


         WHEREAS  LICENSOR  is now and has been  engaged in  developing  certain
products  embodying  inventions  or designs  owned by LICENSOR and has available
technical information and know-how relating to the manufacture thereof; and


         WHEREAS  LICENSOR  owns or  controls  or may  hereinafter  own  certain
patents as identified in Schedule A appended hereto,  relating to such products;
and


         WHEREAS  LICENSOR  has in  the  past  granted  an  exclusive  technical
assistance and patent license  agreement for the Licensed Patents defined herein
to Active Tool and  Manufacturing  Company  (hereinafter  ACTIVE) on November 1,
1993; and


         WHEREAS ACTIVE seeks to make a sale of said exclusive license agreement
along  with  certain  business  assets  related  to  Licensed  Products  defined
hereinafter; and


         WHEREAS  LICENSEE,  as defined  herein,  has  expressed  an interest in
obtaining said exclusive  license  agreement but only subject to certain changes
as set forth herein; and

             WHEREAS  LICENSOR has agreed to act as a consultant  and advisor to
LICENSEE on matters  pertaining to the engineering,  design,  and manufacture of
automotive brake,  clutch and/or  accelerator  pedals and related technology and
has this date entered into a written consulting  agreement with LICENSEE in this
regard; and

         WHEREAS  LICENSEE  desires to use LICENSOR  technical  information  and
know-how and to acquire  licenses with respect to current and/or future designs,
patents and applications  for patents owned or developed by LICENSOR,  including
those developed in conjunction with said consulting  agreement,  and LICENSOR is
willing to grant the licenses to LICENSEE;


         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
and agreements  hereinafter  set forth,  the parties hereto hereby  covenant and
agree as follows:


                                    ARTICLE I

                               General Definitions

         As used herein, the following terms shall have the following meanings:

         Section 1-A The term "Licensed  Territory",  as used herein,  means all
the countries of the world.

<PAGE>

         Section 1-B The term  "Licensed  Products",  as used  herein  means all
products  upon  which  a  claim  of  any  of  the  Licensed  Patents  reads  and
equivalents,  with Licensed  Patents being defined  hereinafter and set forth in
Schedule A hereof. Licensed Products include adjustable automotive brake, clutch
and/or  accelerator   pedals  and  parts  therefor  and  associated   adjustable
components as claimed in Licensed Patents.  Supplemental  components,  such as a
wiring harness,  electronic  sensors, or an Electronic Control Unit are excluded
from  "Licensed  Products".  If  LICENSEE  and  LICENSOR  are unable to agree on
whether an article sold by LICENSEE is a Licensed  Products,  then  LICENSOR and
LICENSEE  agree to submit the issue of arbitration in accord with Section 8-F of
this Agreement.


         Section 1-C The term "Licensed Year", as used herein, means a period of
twelve  (12)  consecutive  months  commencing  on  November  1,  1998  or on any
anniversary of said date occurring during the life or term of this agreement.


         Section 1-D The term "Technical Information", as used herein, means all
information including, but not limited to, data, know-how,  patent applications,
and other  assistance  LICENSEE  obtains from  LICENSOR that relates to Licensed
Products.

         Section 1-E The term  "Licensed  Patents",  as used  herein,  means all
patents and applications  for patents in the Licensed  Territory which relate to
Licensed Products and which are now or hereafter owned by LICENSOR,  and patents
or  applications  for  patents  owned by LICENSEE  which,  if  practiced,  would
infringe  either  literally  or by  equivalents  any  Licensed  Patent  owned by
LICENSOR,  but excluding  patents and applications for patents which are removed
by  LICENSEE  or which are not  elected by  LICENSEE  or are removed by LICENSOR
under the appropriate provisions of this agreement.  The term "Licensed Patents"
shall include all patents and applications for patents in the Licensed Territory
as set forth in Schedule A hereof.

         Section 1-F The term "Affiliate" means any entity in which LICENSEE has
an ownership  interest,  LICENSEE's  parent company,  and any companies owned by
LICENSEE's parent company.

         Section  1-G The  terms  "have  made"  and  "having  made"  mean use by
LICENSEE of a third party to fabricate and/or assemble the Licensed Products.


         Section 1-H The term  "Confidential  Information"  as used herein means
all information a Receiving Party obtains from a Disclosing  Party pertaining to
Licensed Products,  the Licensed Patents, or the business of LICENSEE,  which is
identified as Confidential Information by the Disclosing Party.


                                   ARTICLE II

                                 License Granted

         Section 2-A LICENSOR grants and agrees to grant to LICENSEE:

         (a) An exclusive right and license to use the Technical Information for
the purpose of making,  having  made,  using and selling  Licensed  Products and
parts therefor in the Licensed Territory;


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<PAGE>

         (b) An  exclusive  non-transferable  right and license to make,  having
made, use and sell Licensed  Products and parts therefor covered by any Licensed
Patent in the Licensed Territory.

         Section  2-B No  license,  either  express  or  implied,  is granted by
LICENSOR to LICENSEE  hereunder with respect to any patent or information except
as specifically stated above.

         Section 2-C No license, either express or implied, is granted hereunder
to use as a trademark or otherwise any work of LICENSOR used as a designation of
origin or any other trademark or trade or product name of LICENSOR,  or any word
or mark similar thereto.


         Section  2-D  LICENSEE  may,  at its  option,  indicate  that  Licensed
Products and parts  therefor are made under  license from LICENSOR by a suitable
legend, if the form of such legend and the extent of LICENSEE's use thereof have
received  prior  written  approval from  LICENSOR.  LICENSOR may amend or revoke
prior  approvals  to use  such  legends  at any  time  during  the  term of this
agreement,  and all  rights  to use  such  legends  shall  terminate  with  this
agreement.


         Section 2-E LICENSOR  hereby grants the rights to  sublicense  Licensed
Products hereunder providing Sublicensee agrees in writing to comply with all of
the provisions of this License Agreement and further providing LICENSOR is given
timely notice of such sublicense  arrangement and consents,  in writing, to such
Sublicense. Such consent shall not be unreasonably withheld.


                                   ARTICLE III

                                Patent Provision


         Section  3-A  Subject to any  United  States  Government  restrictions,
LICENSOR  shall submit to LICENSEE,  within one (1) month of the signing of this
agreement  or within  three (3) months  after it is filed,  for  purposes of the
election as set forth below,  a copy of each LICENSOR owned United States patent
application  which is now pending or is  hereafter  filed by LICENSOR  and which
relates to: (i) Licensed  Products,  or (ii) automotive  brake,  clutch,  and/or
accelerator pedals, parts therefor and assemblies thereof.

         Section 3-B  LICENSEE  shall,  within  ninety (90) days  of receiving a
copy of a U.S.  patent or U.S. patent  application  submitted under Section 3-A,
notify  LICENSOR  in writing of its  election to include in Schedule A such U.S.
patent or U.S. patent application submitted under Section 3-A of this Agreement.
Upon notification of LICENSOR by LICENSEE of such election,  such U.S. patent or
U.S. patent application shall  automatically be included in Licensed Patents and
set forth in Schedule A hereof.

         Section 3-C Where  LICENSEE has made an election  under  Section 3-B to
include a Patent or Patent  Application  in Schedule A,  LICENSEE  shall further
notify  LICENSOR not less than one hundred  twenty (120) days prior to the first
anniversary date of the U.S. filing date of such application, which countries in
which LICENSEE elects to file a corresponding patent application. LICENSOR shall
file and prosecute such an application,  at LICENSEE's expense, which, upon such
filing will be automatically  included in Licensed Patents as defined in Section
1-E  and set  forth  in  Schedule  A  hereof.  LICENSEE  agrees  to  maintain  a
Twenty-five  Thousand Dollar ($25,000.00) trust account with LICENSOR to pay the
expenses   associated  with  filing,   prosecuting,   and   maintaining   patent
applications and patents.



                                       3
<PAGE>

         Section 3-D LICENSEE  shall submit to LICENSOR,  within sixty (60) days
after  it  filed,  a copy of each  United  States  patent  application  owned by
LICENSEE which relates to Licensed Products. So long as the making, having made,
using, or selling articles embodying the invention that is covered by the claims
of such LICENSEE owned patent infringes literally or by equivalents any Licensed
Patent owned by LICENSOR,  such  LICENSEE  owned  patent will  automatically  be
included in Licensed Patents as defined in Section 1-E and set forth in Schedule
A hereof.  Notwithstanding the foregoing however, LICENSOR shall have the right,
upon written  notice to LICENSEE  within sixty (60) after LICENSEE has submitted
its patent  application  LICENSOR,  to exclude such  application from Schedule A
hereof.  This Agreement does not transfer any ownership interest in any LICENSEE
owned patent or patent application from LICENSEE to LICENSOR.

         Section 3-E LICENSEE may remove any Licensed Patent from this agreement
by giving  LICENSOR  written  notice of its  desire  to do so,  removal  of such
Licensed  Patent  to  become  effective  ninety  (90) days from the date of such
notice.

         Section 3-F LICENSEE shall have no rights hereunder with respect to any
LICENSOR  owned patent  application  or patent which it either (1) has failed to
elect, or (2) has removed from this agreement, in accordance with the provisions
of this  Agreement.  LICENSEE  shall be deemed to have  relinquished  all rights
hereunder  to make,  have  made,  use or sell  Licensed  Products  covered  by a
LICENSOR owned patent  application or patent in a particular  country where such
LICENSOR owned patent  application or patent has been  non-elected or removed by
LICENSEE.

         Section 3-G In the event that  LICENSEE  elects to include  such patent
application  or patent in Schedule A hereof,  LICENSEE shall bear the reasonable
costs  incurred  in the  filing,  prosecution  and  maintenance  of such  patent
application and the patent issuing thereon in the Licensed Territory,  including
the United  States,  and shall  reimburse  such party who files,  prosecutes and
maintains the  application or the patent  issuing  thereon.  LICENSOR  agrees to
consult with LICENSEE  regarding  continued  prosecution  of any pending  patent
application.  In the event that  LICENSEE  elects to remove any Licensed  Patent
from this  agreement  as provided in Section 3-E or elects to no longer bear the
costs  incident to the  maintenance  as provided in Section 3-K,  LICENSEE shall
bear the ordinary and necessary  costs  incurred as provided in this section for
ninety (90) days from the date of such notice to LICENSOR.


         Section 3-H  LICENSEE  shall place  appropriate  patent  notices on all
Licensed  Products  which  incorporate  any  invention  covered by any  Licensed
Patent.


         Section  3-I Upon mutual  written  consent by  LICENSOR  and  LICENSEE,
LICENSEE shall be entitled to commence  infringement  proceedings  against third
parties who are engaged in  activities  infringing  the Licensed  Patents.  Such
proceedings  shall be promptly  brought after such mutual written consent and be
vigorously  and  diligently  prosecuted  by LICENSEE in the Licensed  Territory.
LICENSEE shall have the right to include LICENSOR as a party to such proceedings
where  necessary  for the  conduct  thereof.  Subject to the  limitation  in the
following sentence  concerning  LICENSOR's attorney fees, all expenses including
attorney fees arising out of any mutually consented to infringement  proceedings
initiated  hereunder  shall be borne by LICENSEE . Solely with respect to issues
where  the  interests  of  LICENSEE  and  LICENSOR  are at a  conflict  in  such
infringement  litigation,  LICENSOR may obtain independent counsel at LICENSEE's
expense,  providing LICENSOR first seeks and obtains LICENSEE's written consent,



                                       4
<PAGE>

which  consent  shall not be  unreasonably  withheld.  LICENSOR  shall render to
LICENSEE at sixty (60) day intervals  during the period of such  proceedings  or
the  preparation  thereof  an  account  of the  expenses  associated  therewith.
LICENSEE  shall have  complete  control over the conduct and  settlement of such
infringement  proceedings,  providing legal counsel for LICENSEE timely consults
with legal  counsel for LICENSOR  regarding  strategic or  settlement  decisions
during such proceedings.  LICENSEE shall first obtain LICENSOR's written consent
to any settlement  which includes any economic  benefits or concessions  granted
from the opposing party to LICENSEE coupled with an effective royalty rate equal
to what LICENSEE  would be obligated to pay LICENSOR under Section 5-A(4) hereof
had LICENSEE  rather than the opposing party made the opposing  party's  accused
infringing sales. Any settlement or damage award which may be collected shall be
first used to (1) reimburse  LICENSEE and LICENSOR for the expenses  incurred by
them with  respect to such  infringement  proceedings,  then (2) to satisfy  the
royalty  requirements as set forth in Article V, Section 5-A(4), then (3) to pay
LICENSEE  the normal  incremental  profit it would have  earned on the  opposing
party's  infringing sales had LICENSEE made such sales, and then (4) any balance
then  remaining  shall  be  divided  equally  between   LICENSEE  and  LICENSOR.
"Incremental  profit" shall be computed by subtracting  from LICENSEE's  average
selling price for comparable products only its direct material and labor costs.

         In the event  LICENSEE and LICENSOR do not consent  within a reasonable
time,  in writing,  to initiate an  infringement  proceeding,  the party who has
failed to receive consent from the other party shall have the option to initiate
and control such infringement  proceedings.  The lawsuit-initiating  party shall
have the right to join the other party,  if  necessary,  which other party shall
fully cooperate at no out-of-pocket expense to itself other than the cost of its
own  attorney  if it elects to retain one.  Any award as a result of  settlement
and/or   disposition   of  such   action   shall  be   granted   solely  to  the
lawsuit-initiating party.

         Section 3-J LICENSOR  represents  that he is the true and sole inventor
of the LICENSOR owned Licensed  Patents  licensed  hereunder.  LICENSOR does not
make any representation to LICENSEE regarding the scope of enforceability of the
Licensed Patents,  and does not warrant that any Licensed Products  manufactured
or sold under  this  agreement  will not  infringe  patents of others.  LICENSEE
hereby  acknowledges  that at the  advice  of  counsel  for  ACTIVE  he has been
provided  with  certain   disclosure   relevant  to  a  past  ownership   and/or
inventorship  issue related to a prior  consulting  arrangement  and  associated
civil lawsuit filed in the Circuit Court for the County of Wayne, Michigan, Case
No.  95-501324-CK,  and based upon such disclosure LICENSEE agrees to defend and
hold  harmless  LICENSOR  with regard to any  litigation  concerning  said prior
consulting arrangement related to inventorship and/or ownership of said Licensed
Patents.  LICENSEE  further  agrees  to  consult  LICENSOR  regarding  strategic
decisions  concerning  such  litigation.  In the event  LICENSEE fails to defend
LICENSOR  regarding such inventorship  and/or ownership  litigation this license
agreement shall be terminated forthwith.  LICENSEE shall not have any settlement
thereof or other  disposition  effecting  the  validity or ownership of Licensed
Products without the written consent of LICENSOR.


         Section 3-K LICENSEE  may, at any time and from time to time during the
term of this  agreement,  give  ninety  (90) days  notice,  in  writing,  to the
LICENSOR that it no longer desires to bear the costs incident to the maintenance
of any one or more of the LICENSOR Owned Licensed Patents or patent applications
licensed,  and upon  expiration of such ninety (90) days, all rights of LICENSEE
in  the  invention  or  inventions   claimed  in  such  LICENSOR   owned  patent
applications or patents, shall terminate.



                                       5
<PAGE>

         Section 3-L In the event that LICENSEE  shall have no rights  hereunder
due to non-election  under Section 3-B or 3-C, or elections under Section 3-E or
3-K of this Article, LICENSOR shall have all rights to prosecute and/or maintain
such LICENSOR owned patent applications and/or patent(s) on his own account.



                                   ARTICLE IV

                              Technical Information


         Section 4-A LICENSEE shall be entitled to receive data,  know-how,  and
other  assistance as set forth with respect to any designs or models of Licensed
Products originated by LICENSOR.

         Section 4-B LICENSOR will keep LICENSEE generally  informed  concerning
the  origination  by LICENSOR of new or improved  standard  designs or models of
Licensed Products. If LICENSEE requests in writing that any such design or model
be included in this  Agreement,  LICENSOR may at its option  include it therein,
such inclusion to be effective as of the date of LICENSOR's  written  acceptance
of LICENSEE's request.


         Section 4-C Any  Confidential  Information  disclosed to the  Receiving
Party by the  Disclosing  Party is supplied in confidence  solely for the use of
the  Receiving  Party  under this  agreement  and  remains  the  property of the
Disclosing  Party.  The Receiving Party agrees:  (a) not to use or permit use of
any Confidential  Information except in accordance with this Agreement;  (b) not
to disclose any Confidential Information to others; and (c) not to use or permit
use of any Confidential  Information  after termination of this agreement except
information  which is in the public  domain  through  no fault of the  Receiving
Party


         Section 4-D  LICENSEE  shall  select an  employee  who shall act as its
technical  correspondent  in receiving data and know-how from  LICENSOR,  and in
making  arrangements  with  LICENSOR  for other  assistance  called  for by this
agreement.  LICENSEE shall promptly  indicate to LICENSOR in writing the name of
its technical correspondent,  but shall have the right at any time to substitute
another  of  its  employees  as  technical   correspondent   by  giving  writing
notification of the change.

         Section 4-E LICENSOR shall be responsible for providing information, to
the  extent it is  available  in  LICENSOR,  in answer to  reasonable  technical
inquiries received from LICENSEE's technical  correspondent relating to Licensed
Products and shall provide to the extent requested copies of pertinent technical
data  theretofore  documented  by LICENSOR,  including to the extent  applicable
assembly  and detail  drawings,  parts lists,  test reports and other  technical
reports,  operation and maintenance  manuals,  written  information  relating to
manufacturing   processes  and  apparatus,   lists  of  ingredients   and  their
proportions in compositions  of matter,  and written  information  pertaining to
quality control.

         Section  4-F  Subject to any  United  States  Government  restrictions,
LICENSOR shall arrange for visits of LICENSEE's  representatives,  to the extent
they do not unduly  interfere with the normal business of LICENSOR,  at mutually
agreeable times and upon reasonable advance notice to the facilities of LICENSOR
for the purpose of obtaining  assistance  relating to the Licensed  Products and
their manufacture.




                                       6
<PAGE>

         Section  4-G  Visits  by  LICENSOR's   representatives   to  LICENSEE's
factories  and  laboratories  for the purpose of providing  assistance  shall be
subject to mutually acceptable arrangements as to their timing.

         Section  4-H If  approval  by any  government  is  required in order to
render this  agreement  fully  effective,  LICENSOR  shall not be  obligated  to
furnish  any  Technical  Information  hereunder  until  such  approval  has been
obtained and evidence thereof has been supplied to LICENSOR. Currently, LICENSOR
is not aware of a requirement for any such government approval.

         Section 4-I LICENSEE  shall upon  written  request  promptly  reimburse
LICENSOR  for any costs,  including  material  costs,  incurred  by  LICENSOR in
providing  Technical   Information  to  LICENSEE,   providing  LICENSOR  obtains
LICENSEE's prior written approval of such costs.

         Section 4-J LICENSOR will use its best efforts to provide LICENSEE with
accurate  Technical  Information,  but  LICENSOR  does not make any warranty and
shall have no liability  with respect to the  Technical  Information  or the use
thereof;  nor does LICENSOR assume any  responsibility or make any warranty with
respect to Licensed Products, or parts thereof, manufactured, sold or used under
this  agreement.  LICENSEE  shall  defend and hold  LICENSOR  harmless  from any
liability arising from Licensed Products or parts therefor,  manufactured,  sold
or used under this agreement.

         Section 4-K Technical  Information is supplied in confidence solely for
the use of LICENSEE  under this  agreement and remains the property of LICENSOR.
After  termination of this agreement,  LICENSEE  shall, if LICENSOR  requests in
writing,  promptly return to LICENSOR, or its designee, all documented Technical
Information (including copies).  LICENSEE agrees (a) not to use or permit use of
any Technical Information except in accordance with the licenses herein granted;
(b) not to disclose any  Technical  Information  to others  except to the extent
such  disclosure is  absolutely  necessary to  LICENSEE's  operation  under this
agreement and only then if such disclosure is subject to the same limitations on
the recipient as on LICENSEE;  and (c) not to use or permit use of any Technical
Information after  termination of this agreement except  information which is in
the public domain through no fault of LICENSEE, or is independently developed by
LICENSEE  without  reference  to  the  Technical  Information.   Notwithstanding
anything to the contrary in this agreement  however,  LICENSEE may, with written
notice to LICENSOR,  disclose such  Confidential and Technical  Information on a
need to know basis to its  customers  if required to do so by a customer,  where
such customer is not willing to enter into an agreement with LICENSEE respecting
the confidentiality of such information.

         Section 4-L Promptly  after the execution of this  agreement,  LICENSOR
shall consult with  LICENSEE to transfer to LICENSEE any  Technical  Information
possessed  by  LICENSOR  that  relates  to the  Licensed  Products.  Thereafter,
LICENSOR  shall  provide  LICENSEE  with  continuing  technical  assistance  and
consulting services related to the Licensed Products.  So long as this agreement
remains in effect,  LICENSOR shall not with respect to the subject matter of the
Licensed Patents: (1) provide technical assistance or consulting services to any
third  parties,  or (2) compete with  LICENSEE,  either  directly or  indirectly
except concerning  Licensed Product removed or not elected by LICENSEE as stated
in Section 3-G.




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<PAGE>

                                    ARTICLE V

                                  Compensation


         Section 5-A LINCENSEE shall pay to LICENSOR the following nonrefundable
         amounts:

1.                An  initial  down  payment  of  Six  Hundred Thousand  Dollars
                  ($600,000.00)  payable upon execution of this agreement and an
                  agreement between LICENSEE and ACTIVE.


2.                A Minimum  Royalty of One Million One Hundred  Forty  Thousand
                  Dollars  ($1,140,000.00)  payable  in  twelve  Annual  Minimum
                  Royalty Payments of Ninety-five  Thousand Dollars ($95,000) to
                  be paid  within  thirty  (30)  days of the  beginning  of each
                  Licensed  Year  beginning  with  the  Licensed  Year  starting
                  November  1, 1998 and the  twelfth  Payment  being made within
                  thirty  (30)  days  of  November  1,  2009.   LICENSOR  hereby
                  acknowledges receipt of the Annual Minimum Royalty Payment for
                  the Licensed Year starting November 1, 1998 prior to execution
                  of this Agreement.

3.                Continuing  Minimum  Annual  Royalty  Payments of  Ninety-five
                  Thousand  Dollars  ($95,000.00)  payable  beginning  with  the
                  Licensed Year  starting  November 1, 2010, as long as at least
                  one unexpired patent remains on Schedule A.

4.                An Earned  Royalty of three (3%)  percent  of  LICENSEE'S  Net
                  Receipts from all sales of Licensed Products for each Licensed
                  Year  covered  by  any  Licensed   Patent  minus  any  Minimum
                  Royalties  paid  during  such  Licensed  Year and  also  minus
                  previous  Minimum  Royalties  paid  for  which no  credit  was
                  received  in  previous  years.  The  Earned  Royalty  for each
                  Licensed Year is to be paid within  forty-five (45) days after
                  the end of the Licensed Year.

5.                In the event this Agreement is  terminated,  no portion of the
                  Minimum Royalty,  or of any Continuing  Minimum Annual Royalty
                  for  that  License  Year in  which  such  termination  becomes
                  effective will be refunded to LICENSEE.  LICENSEE shall pay to
                  LICENSOR the above-stated  minimum  royalties  irrespective of
                  LICENSEE'S ability to accomplish sales of Licensed Products.

         Section 5-B The term "Net Receipts", as used herein, means all payments
received by LICENSEE  from all sales of Licensed  Products;  provided,  however,
that with  respect to  Licensed  Products  which are (a) sold by LICENSEE to any
customer having a special  relationship  with or enjoying a favored position for
dealing  with  LICENSEE as a result of which  payments  received by LICENSEE are
less than the payments  received from ordinary  customers,  (b) sold by LICENSEE
for other than monetary payments, or (c) used rather than sold by LICENSEE,  the
term "Net Receipts" means the most recent monetary payments received by LICENSEE
for such  Licensed  Products and parts  therefor from  ordinary  customers.  Net
Receipts  must include all payments  received for sales  commissions  and normal
packaging.   Net   Receipts   may  exclude   separately   billed   payments  for
transportation from LICENSEE'S place of business to the customer's  destination,
for replacement of defective  Licensed Products under warranty  provisions,  for
excise  and sales  taxes,  and for extra  packaging  charges  caused by  special
customer requests.




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<PAGE>

         Section 5-C Each earned  royalty  payment  due  hereunder  will be made
during  the month  following  the  Licensed  Year  covered  thereby  and will be
accompanied  by a report  showing  for  such  Licensed  Year:  (a) a list of all
separately identifiable types (i.e., by model numbers or equivalent) of Licensed
Products sold or otherwise utilized,  (b) the quantity of such Licensed Products
of each type, (c) the Net Receipts from Licensed  Products of each type, (d) the
quantities  of,  and Gross  Receipts  for,  parts  sold or  otherwise  utilized,
identified  by the  Licensed  Products  types  for which  supplied,  and (e) the
derivation of the amount payable to LICENSOR from the foregoing information.

         Section 5-D  LICENSEE  shall pay  interest to LICENSOR at a rate of two
percent (2%) over the prime per annum  interest  rate as set by Comerica Bank on
any and all amounts that are at any time  overdue and payable to LICENSOR  under
this agreement,  such interest being calculated on each such overdue amount from
the date when such amount became due to the date of actual payment thereof.  The
payment of such interest shall not replace any of LICENSOR'S  other rights under
this agreement  resulting from LICENSEE'S  default by failure to pay any amounts
due hereunder.

         Section 5-E   All amounts payable  to LICENSOR under this agreement are
to be paid in U.S. Dollars.

         Section  5-F  LICENSEE  shall  at all  times  during  the  life of this
agreement and for one year after termination  accumulate accurate and up-to-date
records  which will contain the complete data from which amounts due to LICENSOR
under  this  agreement  can be readily  calculated,  shall  preserve  and permit
examination  of  such  records  by  LICENSOR'S   representatives  at  reasonable
intervals and under reasonable  conditions during the life of this agreement and
for three (3) years thereafter,  and shall supply to LICENSOR'S  representatives
upon request all information useful in making a proper audit and verification of
LICENSEE'S  performance of its  obligations  under this  agreement.  If an audit
determines that any accounting or royalties paid to LICENSOR is less than 97% of
the royalties due to LICENSOR,  then LICENSEE shall bear the entire cost of said
audit and make  payments  forthwith  to  LICENSOR of any  shortage  based on the
actual number of Licensed Products sold.


                                   ARTICLE VI

                            Duration and Legal Effect

         Section 6-A This  agreement is effective as of the date  established by
Section 7 of this Agreement and, unless sooner  terminated  under the provisions
below, will continue in effect for the life of the Licensed Patents set forth in
Schedule A hereof, subject to the termination provisions set forth herein.

         Section  6-B If  either  party  defaults  for any  reason in any of its
obligations  hereunder,  the other party will have the right to  terminate  this
agreement by giving written notice of termination at least sixty (60) days prior
to the effective date of such  termination,  such notice specifying the default;
provided,  however,  that such notice will be of no effect and termination  will
not occur if the specified  default is remedied  prior to said effective date of
termination.




                                       9
<PAGE>

         Section 6-C  LICENSOR may  terminate  this  agreement  forthwith in the
event of the  bankruptcy or  insolvency of LICENSEE or any part of LICENSEE,  an
assignment for the benefit of creditors of LICENSEE or any part of LICENSEE, the
nationalization  of the industry which encompasses any of the Licensed Products,
or any  suspension  of  payments  hereunder  by  governmental  regulation.  Such
termination  shall be without  prejudice to any other rights or claims  LICENSOR
may have against LICENSEE. LICENSOR's ability to terminate this agreement due to
nationalization,  or to the  suspension  of  payments  hereunder  by  government
regulations  shall be limited to  terminating  this  agreement in the country in
which such event occurs.

         Section  6-D During the  period of one year after  termination  of this
agreement,  LICENSEE may,  subject to its earned  royalty  payment and reporting
obligations set forth above,  dispose of Licensed Products,  and parts therefor,
which it has on hand prior to termination.


         Section 6-E This agreement may not be assigned or otherwise transferred
by  LICENSEE  to  anyone   without  the  prior  written   consent  of  LICENSOR.
Notwithstanding  the aforesaid,  LICENSEE may upon  LICENSOR'S  written  consent
assign  this  agreement  to a successor  of  LICENSEE of all of the  business of
LICENSEE  providing  such  successor  agrees in  writing  to  assume  all of the
obligations  of LICENSEE  hereunder.  Such  consents  shall not be  unreasonably
withheld.  LICENSOR may assign this  agreement,  subject only to the  limitation
that LICENSOR's  obligations  under Article III and under Article VIII,  Section
8-C hereof are personal to LICENSOR,  and shall  survive any  assignment of this
agreement by LICENSOR.



                                   ARTICLE VII

                         Contingency and Effective Date

         This  Agreement is  contingent  upon  LICENSEE and Active  executing an
agreement  relating to the Licensed Products  ("Active  Agreement") and shall be
effective on the Effective Date of the ACTIVE Agreement.


                                  ARTICLE VIII

                            Miscellaneous Provisions

         Section  8-A  Failure  of  either  party  to  insist  upon  the  strict
performance  of any  provisions  hereof or to exercise any right or remedy shall
not be deemed a waiver of any right or remedy  with  respect to any  existing or
subsequent  breach or default;  the election by either  party of any  particular
right or remedy  shall not be deemed to exclude  any  other;  and all rights and
remedies of either party shall be cumulative.

         Section 8-B LICENSEE shall bear all development  costs, sales costs and
related expenses in connection with the  commercialization of Licensed Products.
LICENSEE  shall  endeavor in every  reasonable and proper way and to the best of
its ability to use its best efforts to further  sales of Licensed  Products with
the aim of achieving a good  exploitation  of Licensed  Products in the Licensed
Territory.

         Section 8-C In the event of any actual or threatened  infringement suit
against  LICENSEE or its customers  which would affect the  manufacture,  use or




                                       10
<PAGE>

sale of Licensed  Products,  LICENSEE shall promptly give written notice thereof
to LICENSOR,  and LICENSOR will make himself  available to testify by deposition
or at trial as well as to provide to LICENSEE free of charge any  information in
its  possession  which  LICENSOR  believes will assist  LICENSEE in defending or
otherwise  dealing with such suit.  LICENSEE  shall  vigorously  and  diligently
defend such suit with appropriate consultation with LICENSOR regarding strategic
issues.  LICENSEE  shall not have any  settlement  thereof or other  disposition
affecting the validity or ownership of Licensor owned Licensed  Patents  without
the written consent of LICENSOR.

         Section 8-D  LICENSOR  does not assume any  responsibility  or make any
warranty with respect to Licensed  Products,  or parts  therefor,  manufactured,
sold or used under this agreement,  nor does LICENSOR assume any  responsibility
for any  representations  or  warranties  made by the  LICENSEE  with respect to
Licensed  Products,  whether  express or implied.  LICENSEE  shall hold LICENSOR
harmless from any liability arising from Licensed  Products,  or parts therefor,
manufactured, sold or used under this agreement.

         Section 8-E Any notice  required  or  permitted  hereunder  shall be in
writing  and shall be  sufficiently  given  when  mailed  postpaid  first  class
registered mail and addressed to the party for whom it is intended at its record
address,  and such notice  shall be  effective as of the date it is deposited in
the mail.  The record address of LICENSOR for this purpose is:


                           Edmond B. Cicotte
                           Cicotte Consultants, Inc.
                           11086 Hedgeway
                           Utica, Michigan 48317


and the record address of LICENSEE is:


                           Chief Financial Officer
                           Williams Controls Industries, Inc.
                           14100 SW 72nd Avenue
                           Portland, OR 97224


Either party may, at any time,  substitute  for its previous  record address any
other address by giving written notice of the substitution.

         Section 8-F The rights and obligations of the parties hereto under this
agreement  shall  be  subject  to  all  applicable  laws,  orders,  regulations,
directions,  restrictions and limitations of the Governments having jurisdiction
of the  parties  hereto.  In the  event,  however,  that  any such  law,  order,
regulation,  direction,  restriction,  limitation or construction  thereof shall
substantially alter the relationship between the parties under this agreement or
the advantages derived from such relationship,  the adversely affected party may
request the other party hereto to modify this  agreement,  and if, within ninety
(90) days  subsequent  to the making of such a request,  the parties  hereto are
unable  to agree  upon  mutually  satisfactory  modifications  hereof,  then the
adversely  affected party may submit such issue to  arbitration  under the rules
and regulations of the American Arbitration  Association upon appropriate notice
to the other party.  Each party shall pay its own arbitration  costs,  including
attorney  fees,  and  the  parties  agree  to  abide  by  the  decision  of  the
arbitration.  Any decision by the arbitrators  shall be enforceable in any Court
of competent jurisdiction.




                                       11
<PAGE>

         Section 8-G This  agreement  contains  all of the terms and  conditions
agreed upon by LICENSOR  and LICENSEE  regarding  the  specific  subject  matter
hereof;  and this  agreement  may be modified  only by an  instrument in writing
executed by LICENSOR and LICENSEE by its duly authorized officers.

         LICENSEES  and LICENSOR have caused this  agreement to be executed,  in
triplicate,  by its duly  authorized  officers  and the  date and at the  places
indicated below.





                                                     PROACTIVE ACQUISITION, Inc.
                                                     WILLIAMS CONTROLS, INC.




Attest:                                              By:________________________
                                                                Name:

                                                     Its:_______________________


__________________________________
Title                                                Dated:_____________________

(seal)                                               At:________________________
                                                        (City, State and County)

                                                     EDMOND B. CICOTTE


Attest:                                              By:________________________


__________________________________
Title                                                Dated:_____________________

(seal)                                               At:________________________
                                                        (City, State and County)













                                       12
<PAGE>



                                   SCHEDULE A

                                Licensed Patents



Patents Entitled:  Adjustable Automotive Pedal System

U.S. Patent No. 5,351,573, Issued October 4, 1994

U.S. Patent No. 5,771,752, Issued on June 30, 1998

U.S. Patent No. 5,823,064, Issued October 20, 1998

Australia Patent No. 661725, Issued November 21, 1995

Australia Patent No. 685315, Issued April 30, 1998

Brazil Patent No. 9206597 Granted June 23, 1998

Brazil Patent Application No. 9508605A Published November 25, 1997

Canada Patent Application No. 2,119,237, Published April 15, 1993

Canada Patent Application No. 2,197,760 Published February 22, 1996

Czech Republic Patent No. 283392B6 Issued April 15, 1998

Czech Republic Patent Application No. CZ9700464A3 (PV464197) Published January
14, 1998

European Patent Application No. EP607281A4 (92921592.9) Published July 27, 1994

European Patent Application No. EP776497A4 (95928282.3) Published June 4, 1997

Georgia Patent Application No. 553/01 filed December 30, 1994

Georgia Patent Application No. 1576/01 filed February 6, 1997

Hungary Patent Application No. HUT69854A2 (P9400976) Examined September 28, 1995

Hungary Patent Application No. HUT77426A2 (P9701677) Examined April 28, 1998

Japan Patent Application No. JP6507035T2 (506,976) Published August 4, 1994

Japan Patent Application No. JP10506730T2 (507,403) Published June 30, 1998

Mexico Patent No. 180,663 Issued January 18, 1996

Mexico Patent Application No. 953516, filed August 15, 1995




                                       13
<PAGE>


Poland Patent No. 168510 Published February 29, 1996

Poland Patent Application No. 319789 Published September 1, 1997

Russian Federation Patent Application No. 94045823.0 filed April 6, 1994

Russian Federation Patent Application No. 97103946 filed March 14, 1997

Ukrainian Patent Application No. 94005483 filed April 6, 1994

Ukrainian Patent Application No. 97031162 filed March 14, 1997






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