TENTH AMENDMENT TO CREDIT AGREEMENT


      THIS TENTH AMENDMENT TO CREDIT AGREEMENT effective as of March 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 nine 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 March 1, 2000 and March 31, 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 March 31, 2000, "Additional Amount" shall mean $0.

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

     3.   Effective Date. This Tenth Amendment shall be effective as of March 1,
          2000 upon: (i) the execution of this Tenth  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 Tenth  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
          Tenth Amendment, shall be construed as one agreement.

     6.   Counterparts.  This Tenth  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 Tenth  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:________________________________