AGREEMENT
                                    ---------

     Agreement  entered into this 30th day of June,  1998 by and among  Williams
Controls,  Inc.,  a Delaware  corporation  ("Williams"),  Ajay  Sports,  Inc., a
Delaware   corporation  ("ASI"),   Ajay  Leisure  Products,   Inc.,  a  Delaware
corporation  ("ALP"),  Leisure Life, Inc., a Tennessee  corporation ("LLI"), and
Palm Springs Golf, Inc., a Colorado corporation ("PSG").  Hereinafter, ASI, ALP,
LLI and PSG are collectively referred to as "Ajay."

                                    RECITALS
                                    --------

     WHEREAS,  Williams and its  subsidiaries and Ajay are all borrowers under a
credit  agreement dated July 11, 1997 (the "Credit  Agreement") with Wells Fargo
Bank, National Association ("Bank"),  under which Credit Agreement all borrowers
are jointly and severally liable for all amounts owed thereunder to Bank.

     WHEREAS,  Williams and Ajay have had  discussions  with the Bank and are in
the process of separating  their  respective loans with the Bank (the "New Wells
Fargo Loans").

     WHEREAS,  Ajay  currently  owes  Williams  approximately   $4,564,000  (the
"Advances") and in accordance with this Agreement,  and as hereinafter provided,
the parties anticipate that Williams will make additional advances to Ajay of up
to  $4,088,000  (the  "Additional  Advances"),  resulting  in a  total  of up to
$8,652,000.  Together,  the Advances and the Additional Advances are referred to
collectively as the "Ajay/Williams Debt."

     WHEREAS,  Williams has agreed to convert  $5,000,000  of the  Ajay/Williams
Debt into  preferred  stock of Ajay (the "Debt  Conversion")  to assist  Ajay in
obtaining its separate loan from the Bank.

     WHEREAS,  the parties  desire to enter into this  agreement  to provide the
terms for the  Additional  Advances,  the Debt  Conversion  and repayment of the
remaining Ajay/Williams Debt.

                                    AGREEMENT
                                    ---------

          1.   Williams  has assumed  Ajay's  obligations  under two  promissory
               notes of which Ajay is maker and which are owed to Enercorp, Inc.
               ($200,000) and First Equity Corporation  ($748,000),  pursuant to
               assumption  agreements  attached as  Schedule 1. The  $948,000 is
               included in the Additional Advances.

          2.   Ajay is the primary  obligor under that certain  Promissory  Note
               dated July14,  1997 in the principal amount of $2,340,000 owed to
               United  States  National  Bank of  Oregon  (the "US Bank  Note").
               Williams and its  subsidiaries  are  guarantors of obligations of
               Ajay under the US Bank Note.  Williams has made certain  payments
               on the US Bank Note,  the  amounts of which are  included  in the
               Advances.  In  addition,  Williams may make  additional  payments
               under  the US Bank  Note of up to  $2,140,000,  which  amount  is
               included in the Additional Advances.  At such time as the US Bank
               Note has been fully repaid, the Additional  Advances amount shall
               be adjusted to reflect the actual additional  amounts advanced by
               Williams in payment of the US Bank Note.

          3.   Williams  has  agreed  to  make  an  additional   final  loan  of
               $1,000,000  to Ajay,  the full amount of which is included in the
               Additional   Advances.   This  final  loan  will  be  made  in  a
               combination of Williams common stock and cash.

          3.1  Williams  Common  Stock.  On the date of the  closing  of the New
               Wells Fargo Loans (the "Issue Date"), Williams will issue to Ajay
               shares of Williams common stock valued at $500,000 (the "Williams
               Stock").  The number of shares to be issued will be calculated by
               multiplying  the per share closing  price of the Williams  common
               stock as reported by the Nasdaq  National  Market on the business
               day immediately preceding the closing date of the New Wells Fargo
               Loans by 90% and  dividing  the  product  of that  equation  into
               $500,000  with any  fraction  being  rounded to the nearest  full
               share.  (For example if the closing price is $3.00 per share, the
               calculation   would  be  as   follows:   $3.00  X  90%  =  $2.70;
               $500,000/$2.70 =185,185 shares.) The stock certificate evidencing
               the  Williams  Stock  shall be  delivered  to Ajay within 30 days
               after the Issue Date.  The  Williams  Stock will be included in a
               selling  shareholder  registration  statement  on Form  S-3 to be
               filed by  Williams  within 90 days  after the  closing of the New
               Wells  Fargo  Loans.  Williams  makes no guaranty  regarding  the
               amount of  proceeds  that Ajay may  receive  from its sale of the
               Williams Stock.

          3.2  Cash.  Williams will advance $500,000 cash to Ajay within 30 days
               after the closing of the New Wells Fargo Loans.

          4.   The Advances consist of loans and advances Ajay has received from
               Williams  in the  amount  of  $4,564,000  now  due and  owing  to
               Williams  and  the  Additional  Advances  consist  of  additional
               amounts  of up to  $4,088,000  which will or may be  advanced  at
               future  dates  by  Williams  to  Ajay  under  the  terms  of this
               Agreement.   The   Additional   Advances   include  the  $948,000
               (referenced in paragraph 1 above),  up to $2,140,000  (referenced
               in  paragraph  2  above),  and  the  $1,000,000   (referenced  in
               paragraph 3 above).

          5.   Williams will convert  $5,000,000 of the Ajay/Williams  Debt into
               6,000,000  shares of Series D Cumulative  Convertible  Non-Voting
               Preferred  Stock of Ajay (the  "Series D Preferred  Stock").  The
               certificate of  designations  of rights and  preferences  for the
               Series D Preferred Stock in the form to be filed by Ajay with the
               Delaware  Secretary  of State is  attached as Schedule 5. A stock
               certificate  evidencing  the  Series D  Preferred  Stock  will be
               issued to Williams within 30 days after the Debt Conversion date.

          6.   Ajay will make a promissory note payable to Williams for the full
               amount of the unconverted  portion of the Ajay/Williams Debt (the
               "Promissory  Note").  The Promissory Note in the principal amount
               of up to $3,652,000 is attached as Schedule 6.

          7.   The Promissory  Note will be secured by a lien against the assets
               of Ajay.  Ajay hereby  reconfirms  the  security  interest in its
               assets granted to Williams under that certain Security  Agreement
               dated  effective  July 14,  1997,  a copy of which is attached as
               Schedule  7, and  nothing  contained  herein  shall be  deemed to
               modify or otherwise  diminish the  security  interest  granted to
               Williams  thereunder.  This Security Agreement shall evidence the
               lien securing the Promissory  Note and Ajay will cause  financing
               statements  to be  prepared  reflecting  Ajay  as  debtor  and of
               Williams and its subsidiaries,  as creditor, and will be filed on
               the earlier of (i) date the US Bank Note is fully repaid, or (ii)
               receipt of approval  from US Bank for filing at an earlier  date.
               Financing  statements  will be filed for  Leisure  Life,  Inc. in
               Tennessee  with the  Tennessee  Secretary of State,  and for Ajay
               Sports, Inc., Ajay Leisure Products,  Inc. and Palm Springs Golf,
               Inc. in Wisconsin with the Wisconsin Secretary of State.

          8.   For three years after the date of this  Agreement,  Ajay will pay
               an  administrative  fee to Williams of $90,000 per year,  payable
               $7,500 per month in arrears  with the first  payment  due on July
               31, 1998.

          9.   While all or any part of the  Ajay/Williams  Debt is outstanding,
               Ajay  shall  provide   Williams  with  (i)  internally   prepared
               financial  statements and any other available  reports  regarding
               Ajay's financial  position on a monthly basis, (ii) copies of its
               quarterly  reports  on Form  10-Q,  annual  reports on Form 10-K,
               current  reports on Form 8-K and other periodic  reports filed by
               Ajay  with the  Securities  and  Exchange  Commission,  and (iii)
               copies of any materials sent to Ajay's stockholders.

          10.  If any  non-essential  provision in this Agreement  shall be held
               invalid,  illegal or  unenforceable,  the validity,  legality and
               enforceability of the remaining provisions hereof will not in any
               way be affected or impaired thereby.

          11.  If an ambiguity or a question of intent or interpretation arises,
               this  Agreement  shall be construed as if drafted  jointly by the
               parties  and no  presumption  or  burden  of  proof  shall  arise
               favoring or disfavoring  any party by virtue of the authorship of
               any of the  provisions of this  Agreement.  The word  "including"
               shall mean including without limitation.  The parties intend that
               each   provision   contained   herein   shall  have   independent
               significance.

          12.  This  Agreement,  together  with  all  of  the  other  agreements
               referenced  herein and all ancillary  documents related to all of
               such  agreements  constitute the entire  agreement of the parties
               with respect to the subject matter hereof and supersede all prior
               agreements.

          13.  This Agreement may be amended,  modified, or supplemented only by
               a  written  instrument  executed  by the  parties  against  which
               enforcement  of the  amendment,  modification  or  supplement  is
               sought.

          14.  This Agreement may be executed in two or more  counterparts,  all
               of which taken together shall constitute one instrument.

     Executed and  delivered  as of the date first above  written by the parties
hereto through their duly authorized officers.

                                                  AJAY SPORTS, INC.
     
                                                  By /s/ Duane R. Stiverson
                                                    ----------------------------
                                                    Duane R. Stiverson, 
                                                    Chief Financial Officer


                                                  AJAY LEISURE PRODUCTS, INC.

                                                  By /s/ Duane R. Stiverson
                                                    ----------------------------
                                                    Duane R. Stiverson, 
                                                    Chief Financial Officer


                                                  LEISURE LIFE, INC.

                                                  By /s/ Duane R. Stiverson
                                                    ----------------------------
                                                    Duane R. Stiverson, 
                                                    Chief Financial Officer
                                                     

                                                  PALM SPRINGS GOLF, INC.

                                                  By /s/ Duane R. Stiverson
                                                    ----------------------------
                                                    Duane R. Stiverson, 
                                                    Chief Financial Officer
                                                   

                                                  WILLIAMS CONTROLS, INC.
     
                                                  By /s/ Gerard A. Herlihy
                                                    ----------------------------
                                                    Gerard A. Herlihy, 
                                                    Chief Financial Officer


     Consented to by the undersigned as of the date first above written,  in his
capacity as guarantor of certain obligations of Ajay to Williams.


                                                     /s/ Thomas W. Itin
                                                    ----------------------------
                                                    Thomas W. Itin, Individually