CONSULTING AGREEMENT




          This  Agreement  is made as of  October  1,  2001 and sets  forth  the
understandings  between Herbert P. Ladds, Jr., 14 Chapin Parkway,  Buffalo,  New
York 14209 ("Ladds"),  pursuant to which Columbus  McKinnon  Corporation,  a New
York corporation with offices at 140 John James Audubon  Parkway,  Amherst,  New
York 14228-1197 ("CM") engages Ladds as a consultant.


1.   BACKGROUND STATEMENT.  As a result of his many years of experience with CM,
Ladds  possesses  specialized  knowledge  about  CM,  the  industry  in which it
operates,  and the domestic and  international  markets it serves.  Accordingly,
this  Agreement  is  made in  connection  with  CM's  commitment  to  increasing
shareholder value and with the belief and expectation that Ladds can assist with
that effort.


2.   ENGAGEMENT;  RELATIONSHIP;  NO AGENCY.    CM  hereby  engages  Ladds  as  a
consultant,  and Ladds  hereby  accepts  that  engagement  and  agrees to render
services  to CM  as  contemplated  by  this  Agreement  in  support  of  and  in
conjunction with CM's top management team. Ladds will render services  hereunder
as an independent  contractor and not as an employee of CM. Neither Ladds nor CM
is an agent of the other,  and neither has authority to take action on behalf of
the other or to bind the other to any  obligation  to any third party whether by
virtue of this Agreement or otherwise.


3.   LADDS' OBLIGATIONS

     3.1.   Insofar  as  they  are  related  to  Ladds' obligations  as  defined
hereunder,  all material  aspects of the plans and activities of the Company and
of Ladds concerning this consulting will need to be communicated and coordinated
between  CM's CEO or his designee  and Ladds on a regular and  continuing  basis
throughout the term hereof such meetings to occur as agreed between the parties,
at least monthly, to review progress made and planned future activities.

     3.2.   Ladds  will advise  CM  concerning  such  matters  as CM's  board of
directors or CM's chief  executive  officer may, from time to time,  request but
primarily in connection  with helping to strengthen  international  and national
marketing and in connection with investor relations.

     3.3.   Ladds  will be  available  approximately forty (40) hours a month to
render the services  contemplated by this Agreement at mutually agreeable times.
The forty (40) hours per month which Ladds is  required  to be  available  shall
include time spent  communicating  and  coordinating  Ladds'  activities and, in
cases where Ladds is required to travel by air in connection  with the provision
of consulting services hereunder, shall include the period of time beginning two
(2) hours  prior to the  scheduled  departure  of Ladds'  flight and ending upon
arrival of such  flight at its  ultimate  destination.  For  projects  requiring
significantly more time than the forty (40) hours per month contemplated herein,
compensation will be separately and mutually agreed upon between the parties.



<PAGE>

                                       2



     3.4.   At the  request of CM,  Ladds, may be asked to travel up to ten (10)
days in any six (6) month period during the term hereof. Any air travel which is
required to be  undertaken by Ladds in connection  with his  performance  of the
consulting  services  to be  performed  hereunder  shall be in business or first
class  accommodations.  All expenses payable in connection with any travel which
Ladds may be required to undertake in  connection  with the  performance  of the
consulting services to be provided hereunder shall be at CM's expense.

     3.5.   Nothing  in  this  Agreement  is  intended  to  prohibit  Ladds from
engaging in any other activity.  Notwithstanding the foregoing,  nothing in this
Agreement  shall affect Ladds' rights or obligations  under any agreement he has
with CM.

     3.6.   In  providing  services  hereunder, Ladds is entitled to rely on all
information CM provides to him and is not  responsible to investigate or confirm
any such information;  he shall have inquiry access to CM's business information
system.

     3.7.   Ladds will  exercise his best  judgment and efforts in rendering the
services contemplated by this Agreement.


4.   COMPENSATION REIMBURSEMENT

     4.1.   In consideration of the services Ladds renders under this Agreement,
CM will pay Ladds  $23,750.00 per month for each month that this Agreement is in
effect.  The  monthly  consulting  fees  which are to be paid to Ladds  shall be
payable  whether  or not the  consulting  services  which CM  requests  Ladds to
provide  require Ladds to provide  forty (40) hours of  consulting  services per
month.  However,  in the event that Ladds performs  consulting  services at CM's
request for more than forty (40) hours per month, CM shall pay Ladds $200.00 per
hour for all such hours in excess of forty (40)  hours per  month.  Finally,  CM
acknowledges  and agrees  that in the event that either  Ladds or CM  terminates
this  Agreement  prior to  December  31, 2003  pursuant to Section 5 below,  the
monthly  consulting  fees to be paid to Ladds as provided  for by this Section 4
shall continue to be paid through the end of the sixty (60) day period beginning
on the day following the date either party  delivers a notice of  termination to
the other.

     4.2.   The monthly consulting fees to be paid to Ladds  pursuant to Section
4.1 above shall be due and payable on the first  business  day of each  calendar
month  beginning on and after the date of this  Agreement  through  December 31,
2003 or, if  earlier,  through the  effective  date of the  termination  of this
Agreement pursuant to Section 5 below.

     4.3.   Ladds will be entitled to reimbursement for reasonable out-of-pocket
travel  expenses  he  actually  incurs in  rendering  services  pursuant to this
Agreement  without prior  authorization  upon his  submission of vouchers in the
form  required by CM evidencing  such  expenses in accordance  with CM's current
corporate travel and other expense policies.

     4.4.   As an integral  component of this Agreement,  CM will be responsible
for  providing  office  accommodations  with  shared  or  part-time  secretarial
assistance for Ladds at the CM corporate  headquarters in Amherst,  New York, or
such other location as mutually agreed by the parties.



<PAGE>

                                       3



5.   TERM AND TERMINATION.  The term of this Agreement will commence on the date
hereof and end on December  31,  2003.  Thereafter,  the term may be extended by
mutual written  agreement of the parties for  additional one year terms.  Either
party may terminate this Agreement for any reason or for no reason, effective at
the end of the sixty (60) day period  beginning on the day following the day the
party desiring to terminate this Agreement  delivers notice of his or its intent
to  terminate  this  Agreement  to  the  other.  The  Agreement  will  terminate
automatically upon Ladds' inability, by reason of death or disability,  to carry
out his obligations as defined herein.


6.   ANNUAL REVIEW.  At least  annually,  the Chairman of the  Compensation  and
Nomination/Succession   Committee  will  conduct  a  review  of  the  continuing
effectiveness  and value of this  Agreement  with the  parties  hereto  and will
report the results of his review to the Board of Directors.


7.   INDEMNIFICATION.

     7.1.   To the fullest extent permitted by applicable law,  CM hereby agrees
to  indemnify,  defend,  and hold Ladds  harmless  from and  against any and all
liabilities and reasonable  expenses which Ladds may incur by reason of any acts
he may  perform,  advice  he may  render,  or  recommendations  he may  make  in
connection with the  performance of his obligations as defined herein,  provided
that no indemnification shall be made in any case in which such acts, advice, or
recommendations are made in bad faith, with deliberate dishonesty or as a result
of gross negligence.

     7.2.   At  the  written  request  of  Ladds,  CM  will,  in  advance of any
determination (by any court,  investigative agency or other third party) that CM
is obligated to indemnify  Ladds with respect to any  particular  action,  suit,
proceeding or investigation,  pay any attorneys' fees and other litigation costs
which may be incurred by Ladds in connection with any action, suit or proceeding
described  in the  preceding  paragraph as to which Ladds may be made a party or
threatened  to be made a  party;  provided,  however,  that if it is  ultimately
determined  that  Ladds  is not  entitled,  pursuant  to the  provisions  of the
preceding  paragraph,  to be  indemnified or fully  indemnified,  Ladds shall be
obligated  to  repay  to CM  the  amount,  or an  appropriate  portion,  of  the
attorneys' fees and other litigation costs advanced by CM.


8.   CHOICE OF LAW; ARBITRATION.

     8.1.   The provisions  of this  Section 7  do not  constitute a  waiver  by
either party hereto of the right to seek a judicial determination or forum where
such a waiver would be void under applicable laws.

     8.2.   To the maximum extent  permitted by applicable law, any  controversy
that may arise  between the parties  concerning  any matter  arising out of this
Agreement  will be governed by the laws of the State of New York without  regard
to  principles  of conflicts of laws and will be  determined  by an  arbitration
proceeding  to be held in Buffalo,  New York and in  accordance  with the rules,
regulations  and  procedures   then  in  effect  of  the  American   Arbitration
Association.  The award in any arbitration hereunder will be final, and judgment
upon the award may be  entered in any court  having  jurisdiction.  The  parties



<PAGE>


                                       4



hereby submit and agree to submit to the  jurisdiction of any such court for the
purpose of entering any such judgment.


9.   ASSIGNMENT NOT PERMITTED.  Neither party may assign  its rights or delegate
its obligations  hereunder,  and any attempted  assignment or delegation will be
void.


10.  ENTIRE AGREEMENT;  AMENDMENTS TO BE IN WRITING.  This Agreement constitutes
the entire  agreement  and  understandings  of the parties  with  respect to the
subject matter hereof. No amendment hereto will be binding unless that amendment
is in writing and signed by the party sought to be charged.


11.  NOTICES.  To be  effective,  any notice contemplated  by this  Agreement or
given in  connection  with  the  subject  matter  of this  Agreement  must be in
writing,  given to the receiving  party at that party's address set forth at the
beginning of this Agreement. Notice will be deemed to have been given when it is
received.  Either  party may change its  address for  purposes of giving  notice
hereunder  by  notifying  the other  party  pursuant to the  provisions  of this
Section 10.


12.  ENFORCEABILITY.    If  any  portion  of  this  Agreement  is  found  to  be
unenforceable  or invalid,  the  remaining  provisions of this  Agreement  shall
remain in full force and effect.


13.  MISCELLANEOUS.  All  section  headings  in this  Agreement  are for ease of
reference only and shall not govern the  interpretation of the other language in
this Agreement.


          To evidence their agreement to the foregoing,  the parties have caused
this Agreement to be executed as of the date first above written.



                                        COLUMBUS McKINNON CORPORATION


                                        By:  /s/ Timothy T. Tevens
                                             --------------------------------
                                                            Timothy T. Tevens
                                                            President and CEO


                                            /s/ Herbert P. Ladds, Jr.
                                            ---------------------------------
                                                        Herbert P. Ladds, Jr.