FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS FIRST  AMENDMENT  TO CREDIT  AGREEMENT  is entered into as of June 30,
1998, by and among  WILLIAMS  CONTROLS,  INC., a Delaware  corporation,  AGROTEC
WILLIAMS,  INC.,  a  Delaware  corporation,  APTEK  WILLIAMS,  INC.,  a Delaware
corporation,  GEOFOCUS,  INC., a Florida corporation,  HARDEE WILLIAMS,  INC., a
Delaware  corporation,   KENCO/WILLIAMS,  INC.,  a  Delaware  corporation,  NESC
WILLIAMS,  INC., a Delaware corporation,  PREMIER PLASTIC TECHNOLOGIES,  INC., a
Delaware  corporation,  WACCAMAW WHEEL WILLIAMS,  INC., a Delaware  corporation,
WILLIAMS   CONTROLS   INDUSTRIES,   INC.,  a  Delaware   corporation,   WILLIAMS
TECHNOLOGIES,  INC.,  a Delaware  corporation,  WILLIAMS  WORLD  TRADE,  INC., a
Delaware  corporation,   WILLIAMS  AUTOMOTIVE,  INC.,  a  Delaware  corporation,
TECHWOOD WILLIAMS, 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,  together  with Ajay Sports,  Inc.,  Leisure  Life,  Inc.,  Palm
Springs Golf,  Inc. and Ajay Leisure  Products,  Inc.  (collectively,  the "Ajay
Companies"), are parties to that certain Credit Agreement with Bank entered into
as of July 11, 1997  ("Agreement").  Borrowers and the Ajay Companies  desire to
amend the  Agreement to delete the Ajay  Companies as parties to the  Agreement.
Bank is  willing  to delete the Ajay  Companies  as  parties  to the  Agreement,
provided  that the amount of credit  provided for under the Agreement is reduced
and certain other terms and conditions are modified.

     All  capitalized  terms used herein and not otherwise  defined  herein will
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 hereby agree as follows:

          1.   DELETION OF CERTAIN  PARTIES.  Ajay Sports,  Inc.,  Leisure Life,
               Inc., Palm Springs Golf, Inc. and Ajay Leisure Products, Inc. are
               hereby deleted as parties to the Agreement.

          2.   REVISION TO SECTION 1.1 OF AGREEMENT.

               (a)  Section 1.1 of the  Agreement  is hereby  amended to add the
                    following new defined term:

               "BORROWER" means any one of the following corporations:  Williams
                    Controls,  Inc.,  Agrotec  Williams,  Inc.,  Aptek Williams,
                    Inc., GeoFocus, Inc., Hardee Williams, Inc., Kenco/Williams,
                    Inc., NESC Williams,  Inc.,  Premier  Plastic  Technologies,
                    Inc.,  Waccamaw  Wheel  Williams,  Inc.,  Williams  Controls
                    Industries,  Inc.,  Williams  Technologies,  Inc.,  Williams
                    World Trade, Inc., Williams  Automotive,  Inc., and Techwood
                    Williams,  Inc., and "Borrowers" refers  collectively to all
                    of these corporations.

               (b)  Section 1.1 of the Agreement is hereby amended as follows:

                    (i)  The  definition  of  "Aggregate   Working  Capital"  is
                         amended in its entirety to read as follows:

                    "Aggregate Working Capital" means, as of any date, an amount
                    equal to the  amount  (which  may be a  negative  number) by
                    which Williams Parent's  consolidated  current assets exceed
                    its  consolidated  current  liabilities  (exclusive  of  the
                    Revolving Loans).

                    (ii) The defined term "Ajay Parent" is deleted.

                    (iii)The  definition of "A/R Advance Rate" is amended in its
                         entirety to read as follows:

                    "A/R Advance Rate" means, the following (or such other rates
                    as  Bank  may  designate  from  time  to  time  in its  sole
                    discretion)  with respect to the  Eligible  Accounts of each
                    Borrower listed below: (i)70% for Hardee Williams,  Inc. and
                    Agrotec  Williams,   Inc.;   (ii)80%  for  Premier  Plastics
                    Technologies,   Inc.  and  (iii)85%  for  Williams  Controls
                    Industries, Inc., Aptek Williams, Inc., NESC Williams, Inc.,
                    GeoFocus, Inc. and Waccamaw Wheel Williams, Inc.

                    (iv) The reference in the defined term "Available Credit" to
                         $26,000,000 is hereby amended to be $16,500,000.

                    (v)  The  reference  in item  (ii)(a)  of the  defined  term
                         "Borrowing Base" to $15,000,000 is hereby amended to be
                         $8,000,000.

                    (vi) The definition of "Subsidiary" is amended to delete the
                         words "or Ajay Parent."

          3.   REVISION TO SECTION  3.1(a).  The reference in Section  3.1(a) to
               $26,000,000 is hereby amended to be $16,500,000.

          4.   REVISION TO SECTION  3.2. The  reference  in Section  3.2(iii) to
               $4,000,000 is hereby amended to be $3,000,000.

          5.   REVISION TO SECTION 3.3; Term Loan I Promissory Note.

               (a)  Contemporaneously  herewith,   Borrowers  have  reduced  the
                    outstanding  principal  balance of Term Loan I by  $525,000,
                    and as of the date hereof, the outstanding principal balance
                    of Term  Loan I is  $3,148,452.34.  The second  sentence  of
                    Section 3.3(a)  is hereby amended in its entirety to read as
                    follows:

                    Borrower shall repay the principal of Term Loan I in monthly
                    principal  payments of  $42,456.65  each on the first day of
                    each month beginning July 1, 1998.

               (b)  The Term Loan I  Promissory  Note dated July 11, 1997 in the
                    original  principal  amount of $4,430,000 is being  replaced
                    with a Replacement  Term Loan Promissory Note in the form of
                    the promissory note attached hereto as EXHIBIT A.

          6.   REPAYMENT OF TERM LOAN II. Contemporaneously herewith,  Borrowers
               have repaid Term Loan II in full.

          7.   REVISION TO SECTION  3.6(c).  The reference in Section  3.6(c) to
               $7,500  is  hereby  amended  to be $4,500  and the  reference  in
               Section 3.6(c) to $10,000 is hereby amended to be $6,000.

          8.   REVISION TO SECTION  3.6(d).  The reference in Section  3.6(d) to
               $26,000,000 is hereby amended to be $16,500,000.

          9.   REVISION TO SECTION  6.2(c).  The references in Section 6.2(c) to
               "Ajay Parent" are hereby deleted.

          10.  Deletion of Section 6.6(b). Section 6.6(b) is hereby deleted.

          11.  REVISION TO SECTION 6.25. The second  sentence of Section 6.25 is
               hereby deleted.

          12.  REVISION TO SECTIONS  8.4(b),  (c) (e) and (f).  Sections 8.4(b),
               (e) and (f) are hereby  deleted.  The reference in Section 8.4(c)
               to 15 days is hereby amended to be 35 days

          13.  REVISION TO SECTION 8.18.  Section 8.18 is hereby  amended in its
               entirety to read as follows:

               (a)  Williams  Parents'  Tangible  Net  Worth  (computed  without
                    regard to deferred  income  taxes) shall at all times exceed
                    $18,000,000.

               (b)  Aggregate   Working   Capital  shall  at  all  times  exceed
                    $12,000,000.

          14.  REVISION TO SECTION  9.4(a).  Item  (iii) of  Section  9.4(a) is
               hereby amended in its entirety to read as follows:

               (iii)the  7.5%  quarterly   dividend   payable  on  all  Series A
                    Convertible,   Redeemable,   Preferred   Stock   issued  and
                    outstanding as of the date of the First Amendment hereto;

          15.  REVISION TO SECTION 9.5(a).  The reference in Section  9.5(a) to
               $1,000,000 is hereby amended to be $650,000.

          16.  REVISION TO SECTION 9.6.  Section 9.6 is hereby amended to delete
               "and" at the end of item (b), to replace the period at the end of
               item (c) with "; and" and to add the following new item (d):

               (d)  Investments in Ajay Sports,  Inc. existing as of the date of
                    the First  Amendment  hereto and Investments in Ajay Sports,
                    Inc. in an amount not greater than (x)  $1,000,000  plus (y)
                    the amount of all mandatory payments which Ajay Sports, Inc.
                    is required and  permitted to make  pursuant to its July 14,
                    1997  Promissory  Note in the  initial  principal  amount of
                    $2,340,000 to United States  National Bank of Oregon,  which
                    note is the subject of that certain Intercreditor  Agreement
                    dated  as of July  11,  1997  among  Borrowers,  Bank,  Ajay
                    Sports, Inc. and its subsidiaries and United States National
                    Bank of Oregon.

          17.  REVISION TO SECTION 9.14.  Section 9.14 is hereby  amended in its
               entirety to read as follows:

               Make  any  capital   expenditures   (which  term  shall   include
          Capitalized Lease  Obligations) at any time except (i) in the ordinary
          course of business,  (ii) in an amount  collectively for Borrowers not
          in excess of $6,000,000 for the 24-month  period ending  September 30,
          1999, and (iii) in an amount  collectively for Borrowers not in excess
          of  $2,500,000  in any fiscal year of  Williams  Parent  ending  after
          September 30, 1999.

          18.  REVISION  TO  SECTION  9.15.  Section  9.15 is hereby  amended by
               adding the following sentence at the end of such section:

               The  foregoing  and Section 9.6 to the contrary  notwithstanding,
          Borrower may advance to Ajay  Sports,  Inc.,  from time to time,  such
          amount  as is  necessary  to  permit  Ajay  Sports,  Inc.  to make all
          payments  which it is  required to make  pursuant to its July  14,1997
          Promissory Note in the original  principal  amount of $2,340,000 which
          is the  subject of the  Intercreditor  Agreement  dated July 11,  1997
          among Borrowers,  the Ajay Companies,  Bank and United States National
          Bank of Oregon to the extent  that  making any such  advance  does not
          otherwise create a Default hereunder.

          19.  REVISION TO SECTION 10.1(n). Section 10.1(n) is hereby amended in
               its entirety to read as follows:

                    Thomas  W.  Itin or any two  members  of  Borrower's  Senior
               Management  shall  cease,  for  any  reason,  to be  employed  by
               Borrower on a full-time basis in his present capacity unless such
               person is replaced within 90 days by another person acceptable to
               Bank. Senior Management means Gerard A. Herlihy, Dennis Knowlton,
               Timothy Marker and Ron Velat; or.

          20.  REVISION TO SECTION 11.3. The telecopy  number for Bank set forth
               in  Section  11.3 is hereby  amended  to read as  follows:  (626)
               844-9063.

          21.  ADDITION OF SECTION 11.17. A new Section 11.17 is hereby added to
               the Agreement to read as follows:

               SECTION 11.17 YEAR 2000 COMPLIANCE.

               Borrower  shall perform all acts  reasonably  necessary to ensure
          that  (i)  Borrower  and  any  business  in  which  Borrower  holds  a
          substantial  interest and (ii) all  customers,  suppliers  and vendors
          that are material to Borrower's  business,  become Year 2000 Compliant
          in a timely  manner.  Such acts  shall  include,  without  limitation,
          performing a comprehensive  review and assessment of all of Borrower's
          systems and adopting a detailed plan,  with itemized  budget,  for the
          remediation,  monitoring and testing of such systems.  As used in this
          paragraph,  "Year 2000 Compliant" means, in regard to any entity, that
          all software, hardware, firmware, equipment, goods or systems utilized
          by or material to the business  operations  or financial  condition of
          such  entity,  will  properly  perform  the date  sensitive  functions
          before,  during and after the year 2000.  Borrower shall,  immediately
          upon request, provide to Bank such certifications or other evidence of
          Borrower's  compliance  with the terms of this  paragraph  as Bank may
          from time to time require.

          22.  WELLS  CREDIT.   All   references  in  the  Agreement  to  Bank's
               Commercial Finance Division are hereby amended to refer to Bank's
               group known as Wells Credit.

          23.  EFFECTIVE  DATE.  This First  Amendment shall be effective on the
               date first above written.

          24.  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.

          25.  ONE AGREEMENT.  The  Agreement,  as modified by the provisions of
               this First Amendment, shall be construed as one agreement.

          26.  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 hereto have caused this First Amendment to
be executed as of the date first written above.


WILLIAMS CONTROLS, INC.                 AGROTEC WILLIAMS, INC.

By /s/ Gerard A. Herlihy                By /s/ Gerard A. Herlihy              
  ----------------------------          ----------------------------
  Chief Financial Officer and           Chief Financial Officer and 
  Chief Administrative Officer          Chief Administrative Officer
      

APTEK WILLIAMS, INC.                    GEOFOCUS, INC.

By /s/ Gerard A. Herlihy                By /s/ Gerard A. Herlihy              
  ----------------------------          ----------------------------
  Chief Financial Officer and           Chief Financial Officer and 
  Chief Administrative Officer          Chief Administrative Officer


HARDEE WILLIAMS, INC.                   KENCO/WILLIAMS, INC.

By /s/ Gerard A. Herlihy                By /s/ Gerard A. Herlihy              
  ----------------------------          ----------------------------
  Chief Financial Officer and           Chief Financial Officer and 
  Chief Administrative Officer          Chief Administrative Officer


NESC WILLIAMS, INC.                     PREMIER PLASTIC TECHNOLOGIES, INC.

By /s/ Gerard A. Herlihy                By /s/ Gerard A. Herlihy              
  ----------------------------          ----------------------------
  Chief Financial Officer and           Chief Financial Officer and 
  Chief Administrative Officer          Chief Administrative Officer


WACCAMAW WHEEL WILLIAMS, INC.           WILLIAMS CONTROLS INDUSTRIES, INC.

By /s/ Gerard A. Herlihy                By /s/ Gerard A. Herlihy              
  ----------------------------          ----------------------------
  Chief Financial Officer and           Chief Financial Officer and 
  Chief Administrative Officer          Chief Administrative Officer 


WILLIAMS TECHNOLOGIES, INC.             WILLIAMS WORLD TRADE, INC.

By /s/ Gerard A. Herlihy                By /s/ Gerard A. Herlihy              
  ----------------------------          ----------------------------
  Chief Financial Officer and           Chief Financial Officer and 
  Chief Administrative Officer          Chief Administrative Officer 


WILLIAMS AUTOMOTIVE, INC.               TECHWOOD WILLIAMS, INC.

By /s/ Gerard A. Herlihy                By /s/ Gerard A. Herlihy              
  ----------------------------          ----------------------------
  Chief Financial Officer and           Chief Financial Officer and 
  Chief Administrative Officer          Chief Administrative Officer  



                                        WELLS FARGO BANK, NATIONAL ASSOCIATION

                                        By /s/ Angelo Samperisi
                                        -----------------------
                                        Vice President


                         CONSENT TO DELETION OF PARTIES

     Ajay Sports,  Inc.,  Leisure Life,  Inc.,  Palm Springs Golf, Inc. and Ajay
Leisure  Products,  Inc. each hereby consents to being deleted as a party to the
Agreement.


AJAY SPORTS, INC.                      LEISURE LIFE, INC.

By /s/ Duane Stiverson                 By /s/ Duane Stiverson
  -----------------------                -----------------------
  Chief Financial Officer                Chief Financial Officer


PALM SPRINGS GOLF, INC.                 AJAY LEISURE PRODUCTS, INC.

By /s/ Duane Stiverson                 By /s/ Duane Stiverson
  -----------------------                -----------------------
  Chief Financial Officer                Chief Financial Officer