Exhibit 10.11



WILLIAMS CONTROLS, INC.        7.5% Convertible Subordinated Debenture Due March 31, 2003

|No. |  | US$
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Williams
Control, Inc., a Delaware corporation (the "Issuer"), for value received, hereby promises to pay to      , or registered assigns (the "Registered Holder"), the
principal sum of      (US$      ) on March 31,
2003 (the "Maturity Date"), and to pay interest thereon from            , 2000 or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been
paid, quarterly, in arrears, on March 1, June 1, September 1 and December 1 in each year, commencing on June 1, 2000 (each an "Interest Payment Date") at the rate of seven and one-half (7.5%) percent
per annum until the principal hereof is paid. In the event that the Issuer does not make a quarterly interest payment within fifteen (15) days after the end of the applicable quarter, the interest
rate for such quarter (to the extent that the payment of such interest shall be legally enforceable) shall be fifteen (15%) percent per annum on any overdue principal and on any overdue installment of
interest, which amount shall accrue daily, from the date such interest is due hereunder (i.e. the beginning of the quarter in which such interest payment is due) through and including the date of
payment. The interest so payable, and punctually paid, on any Interest Payment Date will be paid to the person (the "Registered Holder") in whose name this Security is registered at the close of
business on February 15, May 15, August 15 or November 15 (whether or not a business day) as the case may be (each a "Regular Record Date"), next preceding such Interest Payment Date. Interest shall
be computed on the basis of the actual number of days elapsed and the actual number of days in the relevant period.

If
this Security is converted into shares of common stock, $.01 par value per share, of Issuer (the "Common Stock") pursuant to Sections 10 or 11 below: (A) on or prior to the initial
Regular Record Date, interest shall be calculated through and including the date of conversion and shall be paid on such date; or (B) after any (i) Interest Payment Date and on or prior to the next
Regular Record Date, interest shall be calculated through and including the date of conversion and shall be paid on the date of conversion to the Person in whose name this Security is registered at
the close of business on the date of conversion; or (ii) Regular Record Date and on or prior to the next succeeding Interest Payment Date shall be paid on such Interest Payment Date calculated,
however, only through the date of conversion, notwithstanding such conversion, and such interest shall be paid to the Person in whose name this Security is registered at the close of business on such
Regular Record Date.

Principal
of this Security shall be payable at the earliest of the Maturity Date, Redemption Date or Acceleration Date (each as hereinafter defined) against surrender hereof at the
principal executive offices of the Issuer in the United States. Payments of principal and of any interest on this Security shall be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of pubic and private debts. Payments of principal of this Security shall be made against surrender hereof, and payments of interest on this Security
shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or before the due

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date for such payment to the person entitled thereto at such person's address appearing on the Security Register (as hereinafter defined) or to such other address as the Registered Holder may have
previously given notice to the Issuer in writing. Interest shall accrue and be payable on this Security through the earlier of the Maturity Date, Conversion Date or Redemption Date. If the principal
on this Security is accelerated, interest shall accrue and be payable until the date of payment. The Issuer covenants that until this Security has been delivered to it for cancellation, or monies
sufficient to pay the principal of and interest in this Security have been made available for payment and paid, it will at all times maintain at its principal executive offices in the United States an
office or agency for the payment of the principal of and interest on the Securities as herein provided.

1.Security.



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2.Denominations.The Securities are issuable only in fully registered form and in minimum authorized
denominations of $1,000 and any integral multiple of $1,000 in excess thereof.

3.Right to Participate.If, within ninety (90) days of the Final Closing Date, the Company desires to
offer any convertible securities to any party or parties (other than the Debentures offered pursuant

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to this Private Placement), the Company shall, prior to the first closing of any such sale of convertible securities, provide written notice to all holders of the Debentures. Such notice shall include
a description of the proposed transaction and all documents relating thereto and shall afford each holder of a Debenture the right to participate in such transaction. Each holder of a Debenture shall
have fifteen (15) days after receiving notice from the Company to deliver written notice to the Company (together with the original Debenture and such other documents as the Company shall reasonably
request) that such holder desires to participate in such transaction. Any holder desiring to participate must do so as to all but not less than all of the Purchase Price paid for the Debenture. After
receipt by the Company of the holder's notice to participate, the Company will promptly deliver to such holder the convertible security together with a check for all accrued and unpaid interest
received on the Debenture through the closing date when the new convertible security was sold.

4.Transfer.



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5.Payments When Banking Institutions are Closed.In any case where the due date for the payment of the
principal of or interest on any Security shall be at any place of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal or interest, as the
case may be, need not be made on such date at such place but may be made on the next succeeding day at such place which is not a day on which banking institutions are authorized or obligated by law to
close, with the same force and effect as if made on the date for such payment, and interest shall accrue and be paid for the period through and including the date of payment.

6.Taxes.



7.Representations and Warranties of the Issuer.The Issuer represents and warrants to the Registered
Holder as of April      , 2000, as follows:



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8.Covenants of the Issuer.Issuer hereby covenants and agrees that for so long as any of the
Securities shall remain Outstanding:



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9.Registration Rights.



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10.Voluntary Conversion.



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11.Forced Conversion.All, but not less than all, of the principal amount of the outstanding
Securities are convertible, at the option of Issuer, into shares of Common Stock at the Conversion Price, provided that on the day that the Forced Conversion Notice (as hereinafter defined) is given
by Issuer to all Registered Holders and on the Forced Conversion Date (as hereinafter defined), the following conditions are satisfied: (i) the Conversion Shares have been registered by Issuer
pursuant to the 1933 Act as provided for in Section 9 above and such registration is then currently effective; and (ii) the average of the closing bid price per share of the Common Stock, as listed or
such exchange or the NASDAQ as the Common Stock then trades, during twenty (20) trading days out of the thirty (30) consecutive trading days ending five (5) trading days prior to the date the Forced
Conversion Notice is sent, is at least two hundred (200%) percent of the Conversion Price. Any notice of Conversion ("Forced Conversion Notice") must be given by Issuer to all Registered Holders no
less than thirty (30) days nor more than forty-five (45) days prior to the date set forth for conversion (the "Forced Conversion Date"). The Forced Conversion Notice shall remain effective only if the
registration statement provided for in Section 9 remains effective continually throughout the notice period. On the Forced Conversion Date, the Issuer shall pay to all Registered Holders of
Securities, all accrued and unpaid interest on the Securities through and including the Forced Conversion Date.

12.Change of Control.



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13.Issuance of New Securities.



14.Meetings.



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15.Notice.Where the terms of the Securities provide for notice to the holders of any event, such
notice shall be sufficiently given if given in writing and mailed, first class postage prepaid, to each Registered Holder affected by such event, at his address as it appears in the register for the
Securities. Any notice may be waived in writing by the Person entitled thereto, either before or after the event, and such waiver shall be equivalent of such notice.

16.Events of Default.In the event of:



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then
a Registered Holder or Registered Holders owning fifteen (15%) percent or more of the Securities may, at their option, declare the principal of this Security and the interest accrued hereon to be
due and payable immediately (such date being the "Acceleration Date") by written notice to the Issuer at its principal executive offices, and unless all such defaults shall have been cured by the
Issuer prior to receipt of such written notice, the principal of this Security and the interest accrued thereon shall become and be immediately due and payable.

17.Amendments and Modifications.In the event that any of the terms of this Agreement are modified or
amended, other than the date of issuance and face value of the Debenture, at any time after one or more Closings, the Issuer shall notify each Lender, in writing, of such modification(s) or
amendment(s). Each Registered Holder in debentures may accept all such terms, at the sole discretion of such Registered Holder by providing written notice to the Issuer within fifteen (15) days after
having received such notification from the Issuer. If no such acceptance is received by the Issuer within said fifteen (15) days, the term of this Debenture shall remain unmodified by such
modification(s) or amendment(s).

18.Governing Law; Jurisdiction.This Security shall be governed by and construed in accordance with
the laws of New York without regard to the conflicts-of-laws principles thereof. The Issuer hereby irrevocably (a) submits to the exclusive jurisdiction of, and agrees that any action, suit or other
proceeding at law, in equity or otherwise, shall only be brought in the Supreme Court, New York County, or Federal District Court for the Southern District of New York, for the purpose of any such
suit, action or other proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Action"); (b) waives, to the extent not prohibited by applicable law, rule or
regulation, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that any such person is not subject personally to the jurisdiction of the
aforementioned courts, that its property is exempt or immune from attachment or execution, that any such action brought in the aforementioned court is brought in an inconvenient forum, that the venue
of any such action brought in the aforementioned court is improper, or that this Agreement, or the transactions contemplated hereby enforced in or by such court, and (c) consents to service of process
in any such Action by recognized overnight courier service. Nothing herein shall affect the right to serve process in any other manner permitted by law.

19.Definitions.The following terms shall have the meaning ascribed to them below:

"Affiliate"
means any Person directly or indirectly controlling, controlled by or under direct or indirect control with another Person.

"Contingent
Obligations", as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease,
dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another
that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in
part) against loss in respect thereof, (ii) with respect to any letter of credit issued for the account of that person, unpaid bankers' acceptances, bankers' assurances or guarantees or similar items,
or (iii) under any Interest Rate Protection Agreement or any long-term foreign currency exchange contract, currency swap agreement,

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currency futures contract, currency option contract, synthetic capital or similar arrangement designed to protect the Person entering into the same against fluctuations in currency values. Contingent
Obligations shall include, without limitation, (A) the direct or indirect guaranty, endorsement, co-making, discounting with recourse or sale with recourse by such Person of the obligation of another,
(B) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (C) any liability of such Person for the
obligations of another through any agreement (contingent or otherwise) (x) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (y) to maintain the solvency, any balance sheet item, level of income or
financial condition of another, or (z) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement (provided that, in the case of
any agreement described under Sub-clauses (C)(x) or (C)(y) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence). The amount of any Contingent Obligation
of a Person shall be equal to the amount of the obligation so guaranteed or otherwise supported, subject to any limitation as to amount contained in the instrument or agreement creating or evidencing
such Contingent Obligation; or in the case of Contingent Obligations referred to in clause (iii) above, the mark-to-market value of such Contingent Obligation at the relevant date of determination.

"Control"
means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

"Indebtedness"
of any Person means, at any date of determination, without duplication, (i) all obligations of such Person for borrowed money, (ii) that portion of obligations with
respect to capital
leases that is properly classified as a liability on a balance sheet of such Person in conformity with GAAP, (iii) notes payable and drafts accepted of such Person representing extensions of credit
whether or not representing obligations for borrowed money, (iv) any obligation of such Person owed for all or any part of the deferred price of the property or services, which price or obligation is
(x) due more than (or has not been discharged prior to) three (3) months from the date of incurrence of the obligation in respect thereof, or (y) evidenced by a note, instrument or other written
agreement, (v) all Contingent Obligations of such Person, and (vi) all indebtedness of the type described in clauses (i) through (v) above that is secured by any Lien on any property or asset owned or
held by such person (provided that the amount of such indebtedness included as Indebtedness under this clause (vi) shall not exceed the market value of the property or asset subject to such Lien).

"Lien"
means any mortgage, pledge, hypothecation, security interest, encumbrance, charge or lien (statutory or otherwise) or assignment, deposit arrangement or other preferential
arrangement in respect of an interest in property intended to secure, support or otherwise assure payment of an obligation (including, without limitation, any conditional sale or other title retention
agreement and any lease having substantially the same economic effect as the foregoing).

"Maturity"
when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration or acceleration, call for redemption or otherwise.

"Person"
means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation,
entity or government (whether Federal, state, county, city, municipal or otherwise, including without limitation, any instrumentality, division, agency, body or department thereof).

"Stated
Maturity" when used with respect to any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which the principal of
such Security or such installment of interest is due and payable.

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IN WITNESS WHEREOF,the Issuer has caused this instrument to be duly executed and it corporate seal to be affixed hereto.

|                                        |  | WILLIAMS CONTROLS, INC.
|--------------------------------------- |  | -----------------------
|                                        |  | By:                    
|Dated: April   , 2000            [SEAL]

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