CERTIFICATE OF
             DESIGNATIONS OF RIGHTS AND PREFERENCES OF THE SERIES D
                CUMULATIVE CONVERTIBLE NON-VOTING PREFERRED STOCK
                              OF AJAY SPORTS, INC.
                                   __________

                         Pursuant to Section 151 of the
                        Delaware General Corporation Law
                                   __________

     Ajay Sports,  Inc., a corporation  organized and existing under the laws of
the State of Delaware (the  "Company"),  DOES HEREBY  CERTIFY that the following
resolutions  were duly  adopted by the Board of  Directors  of the  Company at a
meeting duly held on June 30, 1998:

     RESOLVED, that the Board of Directors,  pursuant to the authority vested in
it by the provisions of the Company's Restated Certificate of Incorporation,  as
amended to date, hereby  establishes a series of preferred stock,  consisting of
6,000,000  shares,  which  shall  be  designated  as the  "Series  D  Cumulative
Convertible  Non-Voting  Preferred  Stock" (the "Series D Preferred  Stock") and
shall have the powers,  preferences,  rights,  qualifications,  limitations  and
restrictions as set forth in Exhibit A attached hereto;

     RESOLVED FURTHER,  that the appropriate  officers of the Company are hereby
authorized and directed to prepare,  execute and file an appropriate Certificate
of  Designations  of Rights and Preferences of Series D Preferred Stock with the
Delaware Secretary of State as soon as is practicable; and

     RESOLVED FURTHER,  that the appropriate  officers of the Company are hereby
authorized and directed to prepare, execute and issue certificates  representing
such shares of Series D Preferred Stock at such time as the Company has received
the consideration therefor, such shares to be issued as restricted securities as
defined  in Rule  144  under  the  Securities  Act of  1933,  as  amended,  such
certificates  to be issued only upon  execution by the holders of an appropriate
investment  letter as  approved  by  counsel  for the  Company,  and such  share
certificates to be impressed with a customary  legend denoting the  restrictions
upon transfer on such shares.

     IN WITNESS WHEREOF,  the undersigned  hereby  acknowledges under penalty of
perjury that the execution of this instrument is the undersigned's act and deed,
that  the  undersigned  is an  authorized  officer  of  the  Company,  that  the
undersigned  has  read  this  Designation  of  Rights  and  Preferences  and all
attachments  thereto and knows the contents thereof and the facts stated therein
are true.

                                              AJAY SPORTS, INC.

Date: June 30, 1998                           By /s/ Clarence H. Yahn
                                                --------------------------------
                                                Clarence H. Yahn, Vice President
ATTEST:
/s/  Robert R. Hebard
-------------------------------------
Robert R. Hebard, Corporate Secretary


                                   EXHIBIT A                                 

             DESIGNATIONS OF PREFERENCES AND RELATIVE RIGHTS OF THE
           SERIES D CUMULATIVE CONVERTIBLE NON-VOTING PREFERRED STOCK
                              OF AJAY SPORTS, INC.

          Pursuant to the  authority  vested with the Board of Directors of Ajay
     Sports,  Inc.  (the  "Company") in the Company's  Restated  Certificate  of
     Incorporation,  as amended,  the Company hereby designates 6,000,000 shares
     of its authorized but unissued $.01 par value preferred stock as the SERIES
     D  CUMULATIVE   CONVERTIBLE  NON-VOTING  PREFERRED  STOCK  (the  "Series  D
     Preferred  Stock"),  for  issuance in  accordance  with such actions of the
     Board of Directors as may be required  under  Delaware law, and which shall
     have the following rights and preferences:

DIVIDENDS.

          DIVIDEND PREFERENCE AND PRIORITY.  Dividends on the Series D Preferred
     Stock shall rank  equally in  preference  and priority to the rights of the
     holders of the Company's  Series B Cumulative  Convertible  Preferred Stock
     (the  "Series  B  Preferred   Stock")  and  the  Series  C  10%  Cumulative
     Convertible  Preferred  Stock (the  "Series C Preferred  Stock") to receive
     dividends under operative documents which designated and defined the Series
     B  Preferred  Stock and the Series C  Preferred  Stock.  Except as required
     under the terms of the Series B and Series C Preferred Stock,  dividends on
     the Series D Preferred  Stock shall be paid before any  dividends  or other
     distributions  may be declared,  paid, or set aside to be paid on any other
     shares of capital stock of the Company.

          INCREASING  DIVIDEND  RATES.  From the date of issue  through July 31,
     2001, no dividends  will accrue or become payable on the Series D Preferred
     Stock.  Thereafter,  the  holder of the  Series D  Preferred  Stock will be
     entitled to receive,  out of assets  legally  available  for such  purpose,
     dividends per annum based on a stated value of $.8333 per share of Series D
     Preferred Stock, payable in cash as follows:

                    FROM AUGUST 1, 2001 THROUGH  JULY 31,  2002,  at the rate of
                    17% per annum, or $.142 per share per annum.

                    FROM AUGUST 1, 2002 THROUGH THE DATE OF OPTIONAL  REDEMPTION
                    OR  CONVERSION,  at the rate of 24% per  annum,  or $.20 per
                    share per annum.

          PAYMENT OF DIVIDENDS.  Dividends shall be paid annually in cash to the
     holders  of  record  of the  Series  D  Preferred  Stock  on July 31 of the
     applicable year, with the first dividend payment due on July 31, 2002.

          Except as provided under the terms of the Series B Preferred Stock, no
     dividend or other distribution shall be declared, ordered, or paid upon any
     other  class of  capital  stock of the  Company,  nor shall any sums be set
     aside for or applied to the  purchase  or  redemption  of any shares of any
     other  class  of  capital  stock  of the  Company,  unless  and  until  all
     accumulated  unpaid  dividends  ("Unpaid  Dividends")  due on the  Series D
     Preferred  Stock  shall  have  been  paid in full or a  dividend  or  other
     distribution shall have been declared and a sum sufficient for full payment
     of the Unpaid Dividends set apart therefor.

          Holders of the Series D  Preferred  Stock shall not be entitled to any
     dividend,  whether payable in cash,  property,  or stock, in excess of full
     cumulative dividends as provided for in this Certificate.  If any dividends
     payable on the Series D  Preferred  Stock shall not be paid for any reason,
     the right of the  holders  of such  shares of Series D  Preferred  Stock to
     receive  payment of such  dividend  shall not lapse or  terminate,  but all
     Unpaid  Dividends  shall  accumulate  and  shall be paid at the  applicable
     dividend  rate,  but  without  interest,  to the  holders  of the  Series D
     Preferred Stock, at the time of conversion or redemption.

LIQUIDATION PREFERENCE. 

          Upon  the  liquidation,  dissolution  or  winding  up of the  Company,
     whether voluntary or involuntary,  prior to any distribution of assets with
     respect to any other shares of capital  stock of the Company as a result of
     such liquidation, distribution or winding up of the Company, the holders of
     the Series D Preferred Stock shall be entitled to receive out of the assets
     of the Company a distribution of $.8333 plus any Unpaid  Dividends for each
     share of Series D Preferred Stock held, on an equal  preference  basis with
     the Series B Preferred Stock and Series C Preferred  Stock,  subject to any
     prior  rights  of the  holders  of the  Company's  Series  B and  Series  C
     Preferred Stock.

OPTIONAL CONVERSION.

          Subject to the additional  rights conferred under  subparagraph (d) of
     "Anti-dilution  Adjustments" and the limitations  contained under "Optional
     Redemption" in this Certificate  below, at option of the holder, the Series
     D Preferred Stock shall be convertible, in whole or in part, into shares of
     common stock, $.01 par value per share (the "Common Stock"), of the Company
     based on a stated  value of $.8333  for each  share of  Series D  Preferred
     Stock and $.25 per share of Common  Stock  (the  "Conversion  Price").  The
     holders of Series D Preferred  Stock who desire to convert shares of Series
     D Preferred  Stock to shares of Common Stock shall give the Company 30 days
     prior  written  notice of the  intention  to convert,  which  notice  shall
     specify  that all or a part of the shares of Series D Preferred  Stock held
     by such holder shall be converted to shares of Common Stock. The conversion
     shall be deemed to be effective on the 30th  calendar day after the date of
     the written notice of conversion, unless an earlier effective date shall be
     agreed to by the holders and the Company.

ANTI-DILUTION ADJUSTMENTS.

         The Conversion Price shall be adjusted as follows:

          (a) STOCK SPLITS;  STOCK  DIVIDENDS.  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
     Conversion  Price  in  effect  immediately  prior  to such  subdivision  or
     dividend  or  other   distribution   shall  be   proportionately   reduced.
     Additionally,  if the outstanding  shares of Common Stock shall be combined
     into a smaller number of shares of Common Stock,  the  Conversion  Price in
     effect  immediately  prior to such  combination  shall  be  proportionately
     increased.  Notwithstanding  anything  to the  contrary  set  forth in this
     paragraph,  if the Company shall divide or otherwise make a distribution to
     its  holders of Common  Stock of the  securities  the  Company  owns in any
     subsidiaries or other entities (collectively, the "Subsidiary Securities"),
     the Company  shall treat the holders of the Series D Preferred  Stock as if
     they had converted  their Series D Preferred  Stock into Common Stock as of
     the record date for the  dividend or  distribution,  and the Company  shall
     distribute  the  Subsidiary  Securities  to the  holders  of the  Series  D
     Preferred  Stock and the  Conversion  Price  shall  not  change as a result
     thereof.

          (b) ISSUANCE OF ADDITIONAL SECURITIES. If the Company shall (i) issue,
     sell or otherwise distribute shares of Common Stock for a consideration per
     share in cash or property,  or (ii) issue or re-price options,  warrants or
     other similar  rights to purchase  Common Stock that are  exercisable  at a
     price less than the then  effective  Conversion  Price,  other than options
     subject to the Company's stock option plans existing on the date the Series
     D Preferred  Stock was created and any options,  warrants or other  similar
     rights held by the holder of the Series D  Preferred  Stock,  (iii)  issue,
     sell or otherwise distribute rights to subscribe for securities convertible
     into or  exchangeable  for  Common  Stock,  at a price  less  than the then
     effective  Conversion  Price,  the  Conversion  Price then in effect  shall
     automatically   be  adjusted.   The  adjustment   shall  be  calculated  by
     multiplying  the  then  effective  Conversion  Price  by  a  fraction,  the
     numerator of which shall be the sum of the number of shares of Common Stock
     outstanding  immediately prior to such issuance, sale or other distribution
     and the number of shares of Common Stock which the aggregate  consideration
     received or to be received by the Company for such issuance,  sale or other
     distribution  would  purchase at the then  effective  Conversion  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
     other  distribution.  Consideration other than cash shall be valued in good
     faith by the Board of Directors, and this valuation shall be conclusive and
     set forth in a resolution of the Board of Directors.

          Notwithstanding  anything herein to the contrary,  no adjustment shall
     be made to the Conversion  Price upon: (x) 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 on the
     date the Series D Preferred Stock was created;  or (y) unless and until the
     Company  issues,  sells or otherwise  distributes  the greater of 1,000,000
     shares of Common Stock in any one transaction or 2,000,000 shares of Common
     Stock in the aggregate in a series of transactions.

          (c) REORGANIZATION OR RECLASSIFICATION.  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 Company's 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  cash,  stocks,
     securities, other evidence of equity ownership or assets with respect to or
     in exchange for shares of Common Stock then,  except as otherwise  provided
     below  in  this   paragraph,   as  a  condition  of  such   reorganization,
     reclassification,   consolidation,  merger  or  sale  lawful  and  adequate
     provisions  shall be made  whereby the holders of Series D Preferred  Stock
     shall  thereafter  have the right to receive,  upon the basis and terms and
     conditions specified herein, the cash, 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 conversion of Series D Preferred Stock
     had such reorganization,  reclassification,  consolidation,  merger or sale
     not taken place.  In addition,  appropriate  provisions  shall be made with
     respect  to the  rights  and  interests  of the  holders  of the  Series  D
     Preferred  Stock so that the  provisions  of this  subparagraph  (c)  shall
     continue  thereafter to be applicable to the extent reasonably  possible in
     relation  to any  shares of stock,  securities,  other  evidence  of equity
     ownership  or assets  thereafter  deliverable  upon the  conversion  of the
     Series D Preferred  Stock.  Specifically,  without  limitation,  provisions
     shall be made for an immediate  adjustment by reason of such  consolidation
     or  merger,  of the  Conversion  Price to the  value for the  Common  Stock
     reflected  by the  terms of such  consolidation  or merger if the per share
     value reflected is less than the then effective Conversion Price.

          Subject to the terms of the Series B and Series C Preferred  Stock, 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 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 Conversion 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 as provided in subparagraph (b) in this section above.

          The  Company  shall  not  effect  any  consolidation,  merger or sale,
     unless,  prior  thereto,  the  surviving  entity  shall  assume by  written
     instrument  executed and mailed or delivered to the holders of the Series D
     Preferred  Stock,  the obligation to deliver to the holders of the Series D
     Preferred Stock the shares of stock,  securities,  other evidence of equity
     ownership or assets as, in accordance  with the foregoing  provisions,  the
     Series D Preferred  Stock  holders may be entitled to receive or  otherwise
     acquire.

          As a condition to any purchase,  tender or exchange  offer made to and
     accepted  by the  holders  of more  than 50% of the  outstanding  shares of
     Common Stock of the Company,  the holders of Series D Preferred Stock shall
     have been given a reasonable  opportunity to elect to receive,  at the time
     of  conversion  of the Series D Preferred  Stock,  the  securities or other
     property then issuable with respect to the number of shares of Common Stock
     of the Company into which the Series D Preferred  Stock is  convertible  in
     accordance with such offer.

          (d) CHANGE OF CONTROL.  As a condition precedent to any transaction in
     which the  Company  consolidates  or merges with any other  corporation  or
     transfers all or substantially  all of its assets to any other  corporation
     so that the  Company is not the  surviving  corporation,  then the  Company
     shall cause adequate provision to be made so that the holders of the Series
     D Preferred Stock (i) shall be entitled to receive,  upon conversion  after
     effectiveness  of the  transaction,  the kind and amount of  securities  or
     other property  receivable in the  transaction by the holders of the Common
     Stock to the same  extent as if the  conversion  had  occurred  immediately
     prior to the  effectiveness  of the  transaction,  and  (ii) to the  extent
     reasonably  possible,  shall  continue  to have same  rights  as  conferred
     hereunder with respect to any shares,  evidences of  indebtedness  or other
     securities or assets thereafter deliverable upon conversion of the Series D
     Preferred  Stock.  Regardless of any provisions  being made, the holders of
     the Series D  Preferred  Stock shall have the right to convert the Series D
     Preferred Stock into shares of Common Stock immediately prior to the change
     of control transaction at a price equal to the lesser of (x) the Conversion
     Price plus any Unpaid Dividends, or (y) the price per share of Common Stock
     payable in the change of control transaction.

          (e) ADJUSTMENT TO CONVERSION  PRICE.  The term  "Conversion  Price" as
     used herein shall mean the Conversion Price specified in this  certificate,
     until the occurrence of an event stated in this  Certificate and thereafter
     shall mean said price, as adjusted from time to time as provided herein.

          (f) RECORD OF CONVERSION PRICE. Whenever the shares of Common Stock or
     other types of  securities  or assets  receivable  upon  conversion  of the
     Series D Preferred Stock shall be adjusted as provided in this Certificate,
     the Company shall  forthwith  obtain and file with its corporate  records a
     certificate  or letter from a firm of  independent  public  accountants  of
     recognized standing (which may be the Company's then independent  certified
     public  accountants)  setting forth the computation and the adjusted number
     of shares of Common Stock or other securities or assets resulting from such
     adjustments,  and a copy of such  certificate  or letter shall be mailed to
     the holders of the Series D Preferred Stock. Any such certificate or letter
     shall be conclusive  evidence as to the  correctness  of the  adjustment or
     adjustments  referred to therein and shall be available  for  inspection by
     any  holders  of the  Series D  Preferred  Stock on any day  during  normal
     business hours.

          (g) NOTICE. In case:

          (i) the Company shall declare a dividend (or any  distribution) on its
     Common Stock payable in Common Stock of the Company; or

          (ii) the Company shall declare a dividend (or any other  distribution)
     on its Common Stock payable in cash; or

          (iii)  any  reclassification  of  Common  Stock or any  consolidation,
     merger,  conveyance  of the  property  of the  Company as an  entirety,  or
     substantially as an entirety, dissolution,  liquidation or winding up shall
     be effected by the Company;  the Company  shall mail, or cause its transfer
     agent to mail,  a notice to the holders of record of the Series D Preferred
     Stock, at least 30 but not more than 60 days prior to the applicable record
     date with respect to such  transaction.  The notice  shall  include (A) the
     date on which a record  is to be taken  for the  purpose  of the  dividend,
     distribution  or  rights,  or, if no record  will be taken,  the date as of
     which  the  holders  of  Common  Stock of  record  will be  determined  for
     entitlement to such  dividend,  distribution  or right,  or (B) the date on
     which the reclassification, consolidation, merger, conveyance, dissolution,
     liquidation  or winding up is  expected to become  effective,  and the date
     that  holders of Common  Stock of record are  expected  to be  entitled  to
     exchange  the  certificates  representing  their shares of Common Stock for
     securities  or  other  property  deliverable  upon  the   reclassification,
     consolidation, merger, conveyance, dissolution, liquidation or winding up.

OPTIONAL REDEMPTION.

     The Company  shall have the right and option upon not less than 30 nor more
than 45 days'prior written notice (the  "Redemption  Notice") to the holders of
the  Series D  Preferred  Stock to call,  redeem and  acquire  any or all of the
shares of  Series D  Preferred  Stock at a price  equal to the  stated  value of
$.8333 per share,  plus any Unpaid  Dividends (the "Redemption  Price"),  at any
time to the extent  such  shares have not been  previously  converted  to Common
Stock pursuant to the terms described above; provided, however, that the holders
of the Series D Preferred  Stock shall have the right to convert their shares of
Series D  Preferred  Stock  into  Common  Stock  in  accordance  with the  terms
described  above under  "Conversion"  at any time prior to the  redemption  date
specified in the notice (the "Redemption Date"). If the Series D Preferred Stock
is converted prior to the Redemption  Date, this call option shall be deemed not
to have been  exercised  by the Company  with  respect to the shares of Series D
Preferred Stock so converted. The Redemption Notice shall require the holders to
surrender,  on or  before  the  Redemption  Date,  to the  Company  or its agent
designated in the Redemption  Notice,  certificates  representing  the shares of
Series  D  Preferred  Stock  being  redeemed.   Notwithstanding   the  fact  the
certificates  representing  the shares of Series D  Preferred  Stock  called for
redemption have not been surrendered for redemption and cancellation on or after
the Redemption  Date,  such shares shall be deemed to have been redeemed and all
rights of the  holders  thereof  shall  have no  rights  in the  Series D shares
redeemed other than the right to receive payment of the Redemption Price.

VOTING RIGHTS.

     The  holders of the Series D Preferred  Stock  shall have no voting  rights
except to the extent required by the Delaware General Corporation Law.

PREEMPTIVE RIGHTS.

     The Series D  Preferred  Stock  shall have no  preemptive  rights as to any
series of preferred stock issued
subsequent to it.

APPOINTMENT OF BOARD MEMBERS.

     If the  Company  does not pay the  Dividend  or fails  to  achieve  pre-tax
earnings  of  $500,000  in  calendar  2001 or 2002,  the holders of the Series D
Preferred  Stock  shall be  entitled to appoint a majority of the members of the
Board of Directors of the Company.

REGISTRATION RIGHTS.

     At the request of the holder of the Series D Preferred  Stock,  the Company
shall register the shares of Common Stock issued or issuable upon  conversion of
the Series D Preferred  Stock with the Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  In addition,  if the Company  proposes to file a registration  statement
with the  Commission  under the  Securities  Act with  respect to an offering of
securities of the Company  (other than a  registration  statement on Form S-4 or
S-8 or any  successor  form, or a  registration  statement to be filed solely in
connection  with an exchange  offer,  a business  combination  transaction or an
offering of securities  solely to the existing  stockholders or employees of the
Company), then the Company shall give the holder of the Series D Preferred Stock
notice of its  intention and an  opportunity  to include all or a portion of the
shares of Common Stock issuable upon  conversion of the Series D Preferred Stock
in the proposed registration statement.

NOTICES.

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

     (a) the  Company at Ajay  Sports,  Inc.,  Attn:  Clarence  H.  Yahn,  Chief
Operating Officer, 1501 E. Wisconsin Avenue, Delavan, Wisconsin 53115; and

     (b) the holder of the Series D Preferred Stock at Williams Controls,  Inc.,
Attn:  Gerard  A.  Herlihy,  Chief  Financial  Officer,  14100  SW 72nd  Avenue,
Portland, Oregon 97224.