THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT") OR ANY STATE  SECURITIES LAWS AND SHALL NOT
BE SOLD, PLEDGED,  HYPOTHECATED,  DONATED, OR OTHERWISE TRANSFERRED,  WHETHER OR
NOT FOR CONSIDERATION,  BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A  FAVORABLE  OPINION OF ITS  COUNSEL OR THE  SUBMISSION  TO THE COMPANY OF SUCH
OTHER  EVIDENCE AS MAY BE  SATISFACTORY  TO COUNSEL FOR THE  COMPANY,  IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS.

                             WILLIAMS CONTROLS, INC.
 
                          Common Stock Purchase Warrant
                                       to
                             Purchase 35,000 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                             _______________________
         c/o Taglich Brothers, D'Amadeo, Wagner & Company, Incorporated
                                 100 Wall Street
                                   10th Floor
                               New York, NY 10005

by WILLIAMS  CONTROLS,  INC.,  a Delaware  corporation  (hereinafter  called the
"Company", which term shall include its successors and assigns).

     FOR VALUE RECEIVED and subject to the terms and conditions  hereinafter set
out, the registered holder of this Warrant as set forth on the books and records
of the Company  (the  "Holder")  is entitled  upon  surrender of this Warrant to
purchase  from  the  Company  Thirty-Five   Thousand  (35,000)  fully  paid  and
nonassessable  shares of Common Stock,  $.01 par value (the "Common Stock"),  at
the Exercise Price (as defined below) per share.

     This Warrant shall expire at the close of business on April 20, 2003.


     1. (a) The right to purchase  shares of Common  Stock  represented  by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant  (properly  endorsed if required)  at the  principal  office of the
Company at 14100 S.W. 72nd Street, Portland,  Oregon 97224 (or such other office
or agency of the Company as it may  designate by notice in writing to the Holder
at the address of the Holder  appearing on the books of the  Company),  and upon
payment to the  Company,  by cash or by  certified  check or bank draft,  of the
Exercise  Price for such  shares.  The Company  agrees that the shares of Common
Stock so  purchased  shall be deemed to be  issued to the  Holder as the  record
owner of such shares of Common  Stock as of the close of business on the date on
which this Warrant shall have been  surrendered and payment made for such shares
of Common  Stock as  aforesaid.  Certificates  for the shares of Common Stock so
purchased  (together with a cash  adjustment in lieu of any fraction of a share)
shall be delivered to the Holder within a reasonable  time,  not exceeding  five
(5) business days, after the rights  represented by this Warrant shall have been
so exercised,  and, unless this Warrant has expired, a new Warrant  representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall not then have been  exercised,  in all other respects  identical with this
Warrant,  shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder,  appropriate  notation may be made on this Warrant
and the same returned to the Holder.

                                      
<PAGE>

          (b) This Warrant may be exercised to acquire,  from and after the date
     hereof,  the  number of shares of Common  Stock set forth on the first page
     hereof;  provided,  however, the right hereunder to purchase such shares of
     Common Stock shall expire at the close of business on April 20, 2003.

     2.  This  Warrant  is being  issued by the  Company  to  Taglich  Brothers,
D'Amadeo, Wagner & Company,  Incorporated ("Taglich Brothers"), or its designee,
pursuant  to a  Preferred  Stock  Placement  Agreement  between  the Company and
Taglich Brothers dated as of April 17, 1998 (the "Placement Agreement"), whereby
the Company agreed to issue a five (5) year warrant  exercisable at the Exercise
Price  per share to  Taglich  Brothers,  or its  designee,  equal to seven  (7%)
percent  of the  total  number  of shares  of  Common  Stock  issuable  upon the
conversion of the Series A 7-1/2% convertible redeemable preferred stock sold by
Taglich Brothers in a Private Placement  pursuant to the Company's  Confidential
Private Placement Memorandum dated April 12, 1998 (the "Memorandum").



     3. The Company  covenants  and agrees that all Common  Stock upon  issuance
against  payment in full of the  Exercise  Price by the Holder  pursuant to this
Warrant will be validly issued,  fully paid and  nonassessable and free from all
taxes,  liens and  charges  with  respect  to the issue  thereof;  and,  without
limiting the generality of the foregoing,  the Company covenants and agrees that
it will  take from time to time all such  action as may be  requisite  to assure
that the par  value per share of the  Common  Stock is at all times  equal to or
less than the then effective  Exercise Price. The Company further  covenants and
agrees  that  during the period  within  which the  rights  represented  by this
Warrant may be  exercised,  the Company will have at all times  authorized,  and
reserved  for the  purpose  of issue or  transfer  upon  exercise  of the rights
evidenced  by this  Warrant,  a  sufficient  number of shares of Common Stock to
provide for the exercise of the rights  represented  by this  Warrant,  and will
procure at its sole  expense  upon each such  reservation  of shares the listing
thereof  (subject to issuance or notice of issuance)  on all stock  exchanges on
which the Common Stock is then listed or  inter-dealer  trading systems on which
the Common Stock is then traded. The Company will take all such action as may be
necessary  to assure that such shares of Common  Stock may be so issued  without
violation of any  applicable law or regulation,  or of any  requirements  of any
national  securities  exchange  upon  which  the  Common  Stock may be listed or
inter-dealer  trading  system  on which the  Common  Stock is then  traded.  The
Company  will not take any action which would  result in any  adjustment  in the
number of shares of Common  Stock  purchasable  hereunder if the total number of
shares of Common Stock issuable pursuant to the terms of this Warrant after such
action  upon full  exercise of this  Warrant  and,  together  with all shares of
Common Stock then  outstanding and all shares of Common Stock then issuable upon
exercise of all options and other rights to purchase shares of Common Stock then
outstanding,  would  exceed  the total  number of  shares of Common  Stock  then
authorized by the Company's Certificate of Incorporation, as then amended.


                                       2
<PAGE>

    4. The Initial  Exercise Price is $3.30 per share of Common Stock ("Initial
Exercise  Price").  The Initial Exercise Price shall be adjusted as provided for
below in this Section 4 (the Initial  Exercise Price,  and the Initial  Exercise
Price,  as  thereafter  then  adjusted,  shall be referred  to as the  "Exercise
Price") and the  Exercise  Price from time to time shall be further  adjusted as
provided  for below in this  Section  4. Upon each  adjustment  of the  Exercise
Price,  the Holder shall thereafter be entitled to receive upon exercise of this
Warrant,  at the Exercise Price  resulting from such  adjustment,  the number of
shares of Common Stock obtained by (i)  multiplying the Exercise Price in effect
immediately  prior to such  adjustment  by the number of shares of Common  Stock
purchasable  hereunder  immediately prior to such adjustment,  and (ii) dividing
the product  thereof by the Exercise Price resulting from such  adjustment.  The
Exercise Price shall be adjusted as follows:

          (i) In the case of any amendment to the  Certificate of  Incorporation
     of the Company to change the designation of the Common Stock or the rights,
     privileges,  restrictions  or  conditions in respect to the Common Stock or
     division  of the Common  Stock,  this  Warrant  shall be  adjusted so as to
     provide that upon exercise  thereof,  the Holder shall receive,  in lieu of
     each Common Stock  theretofore  issuable upon such  exercise,  the kind and
     amount of shares, other securities, money and property receivable upon such
     designation,  change or division by the Holder  issuable upon such exercise
     had the exercise occurred immediately prior to such designation,  change or
     division.   This  Warrant  shall  be  deemed   thereafter  to  provide  for
     adjustments  which shall be as nearly  equivalent as may be  practicable to
     the  adjustments  provided  for in this Section 4. The  provisions  of this
     Subsection   4(i)   shall   apply  in  the  same   manner   to   successive
     reclassifications, changes, consolidations and mergers.

          (ii) If the Company shall at any time subdivide its outstanding shares
     of Common Stock into a greater number of shares of Common Stock, or declare
     a dividend or make any other  distribution upon the Common Stock payable in
     shares of Common Stock, the Exercise Price in effect  immediately  prior to
     such subdivision or dividend or other distribution shall be proportionately
     reduced,  and conversely,  in case the  outstanding  shares of Common Stock
     shall be  combined  into a smaller  number of shares of Common  Stock,  the
     Exercise Price in effect  immediately  prior to such  combination  shall be
     proportionately increased.

          (iii) In case the Company shall issue or otherwise  sell or distribute
     shares of Common Stock for a  consideration  per share in cash or property,
     or the Company  shall issue  options or warrants to purchase  Common  Stock
     (other than options  granted  pursuant to the Company's  stock option plans
     existing on the date of the  Memorandum)  that are  exercisable  at, or the
     Company shall issue or otherwise sell or distribute rights to subscribe for
     or securities convertible into or exchangeable for Common Stock, at a price
     less than the then  effective  Exercise  Price,  the Exercise Price then in
     effect shall  automatically  be reduced by  multiplying  the then  Exercise
     Price by a fraction,  the  numerator of which shall be the number of shares
     of Common Stock  outstanding  immediately  prior to such issuance,  sale or
     distribution  plus the number of shares of Common Stock which the aggregate
     consideration  received or to be received by the Company for such issuance,
     sale or distribution (such consideration, if other than cash, as determined
     by the Board of Directors including a majority of the Directors who are not
     officers  or  employees  of the Company or any of its  subsidiaries,  whose
     determination  shall be  conclusive  and  described in a resolution  of the
     Board of Directors) would purchase at the Exercise Price per share, and the
     denominator  of  which  shall be the  number  of  shares  of  Common  Stock
     outstanding  immediately  after  giving  effect to such  issuance,  sale or
     distribution.   Notwithstanding   anything  herein  to  the  contrary,   no
     adjustment  shall be made to the Exercise  Price upon:  (i) the exercise of
     any outstanding options,  warrants or other rights to purchase Common Stock
     or upon  conversion  of any  securities  or other rights  convertible  into
     Common  Stock,  which  options,  warrants,  securities or other rights were
     outstanding  prior  to  April  17,  1998;  or (ii)  the  issuance,  sale or
     distribution  of  500,000  or  less  shares  of  Common  Stock  in any  one
     transaction  or (regardless of price) and 750,000 shares of Common Stock in
     the aggregate  (regardless  of price),  after which such totals are reached
     the  provisions  of this  subsection  (c) relating to the  reduction of the
     Exercise Price shall apply.


                                       3
<PAGE>

          (iv) In case the Company  shall issue or otherwise  sell or distribute
     shares of Common  Stock for a  consideration  per share in cash or property
     less than the  lesser of the  Exercise  Price  then in effect or the Market
     Price (as  defined  below),  the  Exercise  Price  then in effect  shall be
     reduced by multiplying such Exercise Price by a fraction,  the numerator of
     which shall be the number of shares of Common Stock outstanding immediately
     prior to such issuance,  sale or distribution  plus the number of shares of
     Common Stock which the aggregate  consideration received by the Company for
     such issuance,  sale or  distribution  (such  consideration,  if other than
     cash,  as  reasonably  determined  by the Board of Directors of the Company
     including a majority of the  Directors who are not officers or employees of
     the  Company  or any of its  Subsidiaries,  whose  determination  shall  be
     described in a resolution of the Board of Directors)  would purchase at the
     Exercise Price per share and the denominator  shall be the number of shares
     of  Common  Stock  outstanding  immediately  after  giving  effect  to such
     issuance,  sale or  distribution.  The term  "Market  Price" shall mean the
     average  of the  closing  bid price for the  Common  Stock for the five (5)
     consecutive  trading days ending two (2) trading days prior to the relevant
     date that the Company shall issue or otherwise sell or distribute shares of
     Common Stock.

          (iv) If any capital  reorganization or reclassification of the capital
     stock of the Company,  or any  consolidation  or merger of the Company with
     another  corporation or entity,  or the sale of all or substantially all of
     the  Companyss  assets to  another  corporation  or other  entity  shall be
     effected  in such a way that  holders  of shares of Common  Stock  shall be
     entitled to receive stocks, securities,  other evidence of equity ownership
     or assets with respect to or in exchange for shares of Common Stock,  then,
     as a condition  of such  reorganization,  reclassification,  consolidation,
     merger or sale  (except as  otherwise  provided  below in this  Section 4),
     lawful and  adequate  provisions  shall be made  whereby  the Holder  shall
     thereafter  have the right to receive upon the basis and upon the terms and
     conditions  specified  herein,  such  shares  of stock,  securities,  other
     evidence  of equity  ownership  or assets as may be issued or payable  with
     respect to or in exchange for a number of outstanding shares of such Common
     Stock equal to the number of shares of Common Stock immediately theretofore
     purchasable  and  receivable  upon the exercise of this Warrant  under this
     Section 4 had such reorganization, reclassification,  consolidation, merger
     or sale not taken place, and in any such case appropriate  provisions shall
     be made with  respect to the rights and  interests of the Holder to the end
     that the provisions hereof (including,  without limitation,  provisions for
     adjustments  of the  Exercise  Price and of the  number of shares of Common
     Stock  receivable  upon the exercise of this Warrant)  shall  thereafter be
     applicable,  as  nearly  as may be,  in  relation  to any  shares of stock,
     securities,  other  evidence  of  equity  ownership  or  assets  thereafter
     deliverable upon the exercise hereof (including an immediate adjustment, by
     reason of such  consolidation or merger, of the Exercise Price to the value
     for the Common Stock reflected by the terms of such consolidation or merger
     if the  value so  reflected  is less  than  the  Exercise  Price in  effect
     immediately prior to such consolidation or merger). Subject to the terms of
     this Warrant, in the event of a merger or consolidation of the Company with
     or into another corporation or other entity as a result of which the number
     of shares of common  stock of the  surviving  corporation  or other  entity
     issuable to holders of Common  Stock of the  Company,  is greater or lesser
     than the  number  of  shares of  Common  Stock of the  Company  outstanding
     immediately prior to such merger or consolidation,  then the Exercise Price
     in  effect  immediately  prior to such  merger  or  consolidation  shall be
     adjusted  in  the  same  manner  as  though  there  were a  subdivision  or
     combination of the outstanding  shares of Common Stock of the Company.  The
     Company shall not effect any such  consolidation,  merger or sale,  unless,
     prior to the consummation thereof, the successor corporation (if other than
     the Company) resulting from such consolidation or merger or the corporation


                                       4
<PAGE>

     purchasing  such assets  shall  assume by written  instrument  executed and
     mailed or delivered to the Holder,  the obligation to deliver to the Holder
     such shares of stock,  securities,  other  evidence of equity  ownership or
     assets as, in accordance with the foregoing  provisions,  the Holder may be
     entitled to receive or otherwise acquire. If a purchase, tender or exchange
     offer is made to and  accepted  by the  holders  of more than  fifty  (50%)
     percent  of the  outstanding  shares of Common  Stock of the  Company,  the
     Company shall not effect any consolidation,  merger or sale with the Person
     having made such offer or with any  Affiliate of such Person,  unless prior
     to the  consummation  of such  consolidation,  merger or sale the Holder of
     this Warrant shall have been given a reasonable  opportunity  to then elect
     to  receive  upon  the  exercise  of this  Warrant  the  amount  of  stock,
     securities, other evidence of equity ownership or assets then issuable with
     respect  to the  number of shares of  Common  Stock of the  Corporation  in
     accordance with such offer.

          Whenever the Exercise Price shall be adjusted pursuant to this Section
     4, the Company  shall issue a  certificate  signed by its President or Vice
     President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
     Secretary,  setting forth,  in reasonable  detail,  the event requiring the
     adjustment,  the  amount  of the  adjustment,  the  method  by  which  such
     adjustment  was  calculated  (including a description of the basis on which
     the Board of Directors of the Company  made any  determination  hereunder),
     and the Exercise  Price after giving effect to such  adjustment,  and shall
     cause  copies of such  certificates  to be  mailed  (by  first-class  mail,
     postage prepaid) to the Holder of this Warrant.

          No  fractional  Common  Stock shall be issued in  connection  with any
     exercise  of this  Warrant,  but in lieu of  such  fractional  shares,  the
     Company shall make a cash payment  therefor  equal in amount to the product
     of the applicable fraction multiplied by the Exercise Price then in effect.

          5. In the event the  Company  grants  rights  to all  shareholders  to
     purchase  Common  Stock,  the Holder  shall have the same rights as if this
     Warrant had been exercised immediately prior to such grant.

          6. The  Holder  shall,  with  respect  to the  shares of Common  Stock
     issuable upon the exercise of this Warrant,  have the  registration  rights
     and "piggy back" registration rights set forth in the Placement  Agreement.
     Such  registration   rights  and  "piggy  back"  registration   rights  are
     incorporated  herein by this  reference as if such  provisions had been set
     forth herein in full.

          7. This  Warrant  need not be  changed  because  of any  change in the
     Exercise  Price or in the  number  of  shares  of  Common  Stock  purchased
     hereunder.

          8. The terms defined in this paragraph, whenever used in this Warrant,
     shall, unless the context otherwise requires,  have the respective meanings
     hereinafter  specified.  The term "Common  Stock shall mean and include the
     Company's Common Stock,  $0.01 par value per share,  authorized on the date
     of the original issue of this Warrant and shall also include in case of any
     reorganization,  reclassification,  consolidation, merger or sale of assets
     of the character referred to in paragraph 4 hereof,  the stock,  securities
     or assets  provided for in such  paragraph.  The term "Company"  shall also
     include any successor  corporation  to WILLIAMS  CONTROLS,  INC. by merger,
     consolidation or otherwise. The term "outstanding" when used with reference
     to Common  Stock  shall  mean at any date as of which the  number of shares
     thereof is to be  determined,  all issued  shares of Common  Stock,  except
     shares  then owned or held by or for the account of the  Company.  The term
     "1933  Act" shall  mean the  Securities  Act of 1933,  as  amended,  or any
     similar  Federal  statute,  and the rules and regulations of the Securities
     and Exchange  Commission,  or any other Federal  agency then  administering
     such Securities Act, thereunder,  all as the same shall be in effect at the
     time.

                                       5
<PAGE>


          9. This  Warrant is  exchangeable,  upon the  surrender  hereby by the
     Holder at the office or agency of the  Company,  for new  Warrants  of like
     tenor representing in the aggregate the right to subscribe for and purchase
     the  number  of  shares of Common  Stock  which may be  subscribed  for and
     purchased  hereunder,  each of such new Warrants to represent  the right to
     subscribe  for and purchase  such number of shares of Common Stock as shall
     be designated by the Holder at the time of such surrender.  Upon receipt of
     evidence  satisfactory  to the Company of the loss,  theft,  destruction or
     mutilation of this Warrant or any such new Warrants and, in the case of any
     such loss,  theft,  or  destruction,  upon delivery of a bond of indemnity,
     reasonably  satisfactory  to the  Company,  or,  in the  case  of any  such
     mutilation,  upon  surrender  or  cancellation  of this Warrant or such new
     Warrants, the Company will issue to the Holder a new Warrant of like tenor,
     in lieu of this  Warrant or such new  Warrants,  representing  the right to
     subscribe  for and  purchase the number of shares of Common Stock which may
     be subscribed for and purchased hereunder.

          10. The  Company  agrees to use its best  efforts  to file  timely all
     reports  required  to be filed by it  pursuant  to Sections 13 or 15 of the
     Securities  Exchange  Act  of  1934,  as  amended,   and  to  provide  such
     information as will permit the Holder to sell this Warrant or any shares of
     Common Stock acquired upon exercise of this Warrant in accordance with Rule
     144 under the 1933 Act.

          11. The Company will at no time close its transfer  books  against the
     transfer  of this  Warrant  or of any  shares  of  Common  Stock  issued or
     issuable  upon the exercise of this Warrant in any manner which  interferes
     with the timely  exercise of this  Warrant.  This Warrant shall not entitle
     the  Holder to any  voting  rights or any  rights as a  stockholder  of the
     Company.  The rights and obligations of the Company,  of the Holder, and of
     any holder of shares of Common Stock issuable hereunder,  shall survive the
     exercise of this Warrant.

          12. This  Warrant  sets forth the entire  agreement of the Company and
     the Holder of the Common Stock  issuable  upon the exercise of this Warrant
     with respect to the rights of the Holder and the Common Stock issuable upon
     the exercise of this Warrant,  notwithstanding the knowledge of such Holder
     of any other  agreement or the provisions of any agreement,  whether or not
     known to the Holder and the Company represents that there are no agreements
     inconsistent  with the terms hereof or which purport in any way to bind the
     Holder of this Warrant or the Common Stock.

          13. The validity,  interpretation  and performance of this Warrant and
     each of its terms and provisions shall be governed by the laws of the State
     of New York.

          IN WITNESS  WHEREOF,  the Company has caused this Warrant to be signed
     by its duly  authorized  officer under its  corporate  seal and dated as of
     April 21, 1998.

                                                    WILLIAMS CONTROLS,  INC.


                                                    By:_________________________
                                                       Gerard A. Herlihy, 
                                                       Chief Financial Officer


                                                            
                                                                [CORPORATE SEAL]

                                       6
<PAGE>