SECURED PROMISSORY NOTE
                            -----------------------


Up to $3,652,000                                                   June 30, 1998



     FOR  VALUE  RECEIVED,  the  undersigned,  AJAY  SPORTS,  INC.,  a  Delaware
corporation  ("Maker"),  promises to pay to the order of William Controls,  Inc.
(the "Holder"),  at 14100 SW 72nd Avenue,  Portland,  Oregon 97224,  (or at such
other place as Holder shall designate in writing), in lawful money of the United
States of America,  the  principal sum of  $3,652,000,  or such lesser amount as
shall equal the aggregate  outstanding principal balance of all advances made to
Maker by Holder  under the  Agreements  dated June 30,  1998  between  Maker and
Holder, from time to time, at such times and on such terms and conditions as are
set forth herein.
 
     This Note arises out of the loans and advances  from Holder to Maker in the
amount of  $4,564,000,  plus other  amounts to be  advanced  under that  certain
agreement dated June 30, 1998, by and among Maker and Holder


1.   TERM.  This Note shall  mature on August 1, 2001,  on which date all unpaid
     principal and interest shall become due and payable in full.

2.   INTEREST. Simple interest on the outstanding principal balance shall accrue
     on the  outstanding  balance  at a rate of 16% per  annum on the basis of a
     365-day  year (the  "Interest  Rate"),  unless there shall exist an uncured
     Event of Default,  as herein  defined.  During the  existence of an uncured
     Event of Default,  simple  interest at the rate of four  percentage  points
     above the Interest Rate; provided,  that, the rate shall not exceed 18% per
     annum and shall be  computed  on the  outstanding  principal  amount on the
     basis of a 365-day year  multiplied  by the number of actual days the Event
     of Default remains uncured (the "Default  Interest Rate").  After September
     1, 1998,  the Interest  Rate shall be  calculated  in  accordance  with the
     formula set forth in  Schedule 2 if (i) the  outstanding  principal  on the
     Note changes by an aggregate of $100,000 or more,  or (ii) the value of the
     Maker's outstanding Secured Series D Convertible Preferred Stock changes by
     an aggregate of $100,000 or more.

3.   PAYMENTS OF PRINCIPAL AND INTEREST.

     (a)  Commencing  August 1, 1999 and  continuing  through  maturity  of this
          Note, the Maker shall, subject to certain bank loan limitations,  make
          annual  principal  payments in an amount  equal to 20% of Maker's cash
          flow for the fiscal year  preceding  the  principal  payment  due. For
          purposes  of this  Note,  cash flow is  defined  as net  income  after
          payment of preferred stock dividends plus  depreciation,  amortization
          and other non-cash charges.

     (b)  Commencing  August 1, 1998 and  continuing  through  maturity  of this
          Note, the Maker shall make monthly interest payments in the amount set
          forth in Paragraph 2, above.  Monthly  interest  payments shall be due
          and received by Holder on the first day of each calendar month for the
          preceding calendar month.

4.   PREPAYMENTS.  Maker may prepay the entire outstanding indebtedness of Maker
     to Holder at any time, or may from time to time make partial prepayments on
     the outstanding principal balance of this Note. All prepayments may be made
     without penalty. No partial  prepayments shall excuse,  delay or reduce any
     other payments due under this Note thereafter.

5.   REIMBURSEMENT OF COLLECTION COSTS. Maker agrees to reimburse Holder for all
     reasonable costs, including reasonable attorneys' fees, incurred to collect
     this Note if not paid when due.

6.   EVENT OF DEFAULT.  The occurrence of any one of the following  events shall
     constitute an Event of Default hereunder:

     (a)  The Maker shall fail to pay any amount due hereunder within seven days
          after written notice of such failure by Holder.

     (b)  The Maker shall commence a voluntary case under the federal bankruptcy
          laws,  shall seek to take advantage of any insolvency laws, shall make
          an assignment for the benefit of creditors,  shall apply for,  consent
          to or  acquiesce in the  appointment  of, or taking  possession  by, a
          trustee,  receiver,  custodian or similar official or agent for itself
          or any  substantial  part of its  property,  or shall  take any action
          authorizing or seeking to effect any of the foregoing.

     (c)  A trustee,  receiver,  custodian or similar official or agent shall be
          appointed for the Maker or any  substantial  part of its property,  or
          all or any substantial part of the property of the Maker is condemned,
          seized or otherwise appropriated by any governmental authority.

     (d)  The Maker shall have an order or decree for relief in any voluntary or
          involuntary case under the federal bankruptcy laws entered against it,
          or  any  involuntary  petition  seeking  reorganization,  liquidation,
          readjustment,  arrangement, composition, or other similar relief as to
          it under the  federal  bankruptcy  laws,  or any  similar  law for the
          relief of debtors, shall be brought and shall be consented to or shall
          remain undismissed.

Not in limitation  of any other right under any other  agreement or at law or in
equity, if any Event of Default hereunder shall have occurred, the Holder hereof
may,  upon notice to the Maker and  expiration of a seven day period to cure the
Event of Default,  declare all obligations  under this Note to be, and thereupon
the same shall become, immediately due and payable by the Maker.

7.   SECURITY.  The outstanding  principal  amount of this Note shall be secured
     pursuant to the terms of that certain  Security  Agreement,  dated July 14,
     1997,  between Holder and its  subsidiaries,  Maker, Ajay Leisure Products,
     Inc.,  Ajay  Leisure De Mexico C.V. De S.A.,  Palm Springs  Golf,  Inc. and
     Leisure Life, Inc.  granting a security  interest in favor of the Holder in
     all of Maker's  right  title and  interest  to and in the  property  listed
     below. The Holder's  security  interest in such property shall be evidenced
     by the filing of an appropriate  form under the Uniform  Commercial Code as
     adopted in the State of Oregon:

                  All assets of Maker and its subsidiaries.

8.   WAIVER OF PRESENTMENT. The Maker waives presentment,  protest and notice of
     dishonor.

9.   APPLICABLE LAW; Jurisdiction. The provisions of this Note will be construed
     in  accordance  with the  laws of the  State  of  Oregon.  Upon an Event of
     Default,  this Note may be enforced in any court of competent  jurisdiction
     in the State of Oregon  and the Maker and Holder  shall each  submit to the
     jurisdiction of such court regardless of their residence or where this Note
     or any endorsement hereof may be executed.

10.  NOTICES.  Any  notice,  request,   demand,   consent,   approval  or  other
     communication required or permitted hereunder shall be in writing and shall
     be given to:

         (a)  Holder at:

                  Williams Controls, Inc.
                  Attn: Gerard A. Herlihy
                  14100 SW 72nd Avenue
                  Portland, Oregon 97224

         (b)  Maker at:

                  Ajay Sports, Inc.
                  Attn: Clarence H. Yahn
                  1501 E. Wisconsin Avenue
                  Delavan, Wisconsin 53115

11.  OTHER. The provisions of this Note shall be severable and the invalidity of
     a provision or term herein shall not invalidate or render unenforceable the
     remainder of this Note. If at any time the Interest Rate hereunder  exceeds
     the maximum rate of interest that may be charged under Oregon law, then the
     rate of interest charged  hereunder shall  automatically be reduced to such
     maximum legal rate.

                                            MAKER:
 
                                            AJAY SPORTS, INC.



                                            By: /s/ Clarence H. Yahn
                                               --------------------------------
                                               Clarence H. Yahn, Vice President


                                   SCHEDULE 2
                                   ----------

New Interest Rate =  (Z-[(P)(D)])-M
                    ---------------
                           N

P = the dollar value of the issued and outstanding Series D.

N = the outstanding principal sum on this Note.

D = the then current dividend rate on the Series D.

M = fees of $170,000.

Z = (N+P) x .0875