REPLACEMENT TERM LOAN I PROMISSORY NOTE



$3,148,452.34                                                      June 30, 1998



     FOR VALUE RECEIVED,  the undersigned,  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")
hereby  jointly and  severally  promise to pay to the order of Wells Fargo Bank,
National  Association  ("Bank") the  principal  sum of Three Million One Hundred
Forty-Eight  Thousand Four Hundred Fifty-Two and 34/100 Dollars  ($3,148,452.34)
on the earlier of (A) in monthly  principal  payments of $42,456.65  each on the
first day of each month  beginning  July 1, 1998 and the  outstanding  principal
balance on the Maturity Date or (B) as otherwise  required pursuant to the terms
of the Credit Agreement referred to below.

     This promissory note is one of the Notes referred to in, and subject to the
terms of, that certain  Credit  Agreement  among  Borrowers and Bank dated as of
July 11, 1997 as amended by the First Amendment to Credit Agreement of even date
herewith (as further  amended,  modified or supplemented  from time to time, the
"Credit  Agreement").  This  promissory  note  replaces that certain Term Loan I
Promissory Note dated July 11,  1997 (the original of which is attached  hereto)
in the original  principal  amount of  $4,430,000  executed by  Borrowers,  Ajay
Sports,  Inc.,  Leisure Life,  Inc.,  Palm Springs  Golf,  Inc. and Ajay Leisure
Products,  Inc. This promissory  note is not a novation;  it is executed for the
purpose of  evidencing  the changed  terms set forth in the First  Amendment  to
Credit Agreement of even date herewith. Capitalized terms used herein shall have
the respective meanings assigned to them in the Credit Agreement.

     Borrower  further  promises to pay  interest on the  outstanding  principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.

     Bank is  authorized  but not required to record the date and amount of each
payment of principal and interest hereunder,  and the resulting unpaid principal
balance hereof,  in Bank's internal  records,  and any such recordation shall be
prima facie evidence of the accuracy of the  information  so recorded;  provided
however,  that Bank's  failure to so record shall not limit or otherwise  affect
Borrower's  obligations  hereunder  and under the Credit  Agreement to repay the
principal hereof and interest hereon.

     The Credit Agreement provides,  among other things, for acceleration (which
in certain cases shall be automatic) of the maturity  hereof upon the occurrence
of certain stated events, in each case without presentment,  demand,  protest or
further  notice  of any  kind,  all of which  are  hereby  expressly  waived  by
Borrowers.

     Borrowers' obligations evidenced by this promissory note are secured by the
collateral  described in the Loan  Documents.  The Loan  Documents  describe the
rights of Bank and any other holder hereof with respect to the collateral.

     In the event of any conflict  between the terms of this promissory note and
the terms of the  Credit  Agreement,  the terms of the  Credit  Agreement  shall
control.

     This  promissory note shall be governed by and construed in accordance with
the laws of the State of Oregon.

     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 THE BORROWER'S
RESIDENCE, MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.

                                           
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