INTELLECTUAL PROPERTY TRANSFER AGREEMENT

         This Agreement, dated as of December 16, 1999

BETWEEN:

               MHE  TECHNOLOGIES,  INC., a  corporation  organized  and existing
               under the laws of the State of Delaware,

               (the "Transferor")

                                     - and -

               MONDEL  ULC.,  an  unlimited   liability  company  organized  and
               existing under the laws of province of Nova Scotia

               (the "Transferee")


WHEREAS:

A.       The  Transferor  was  established  as an indirect  subsidiary of Morris
         Material Handling,  Inc., a corporation  existing under the laws of the
         State of  Delaware,  for the purpose of  providing  a separate,  single
         entity for owning  certain  intellectual  property used in the Material
         Handling Division of Harnischfeger  Corporation, a corporation existing
         under the laws of the State of Delaware ("HarnCo").

B.       Effective  October 10,  1997,  HarnCo  assigned to the  Transferor  its
         entire  right,  title and  interest in and to certain  letters  patent,
         patent applications,  inventions,  improvements, know-how and technical
         or  other  proprietary  information,  used by  HarnCo's  then  Material
         Handling  Division,  pursuant to the Assignment of Patents,  Inventions
         and Know-How Agreement  effective as of October 10, 1997 by and between
         HarnCo and Grantor (the "October 1997 Intellectual  Property Assignment
         Agreement").

C.       Effective  October 10,  1997,  HarnCo  assigned to the  Transferor  its
         entire  right,   title  and  interest  in  and  to  certain  registered
         trademarks and service marks and the registrations therefor and certain
         common law trademarks,  service marks and trade names together with the
         goodwill symbolized by and associated  therewith,  which was previously
         used by  HarnCo's  then  Material  Handling  Division,  pursuant to the
         Trademark and Goodwill Assignment Agreement effective as of October 10,
         1997 by and  between  HarnCo  and the  Transferor  (the  "October  1997
         Trademark Assignment Agreement").

D.       The  Transferee is desirous of obtaining from the  Transferor,  and the
         Transferor  is  desirous of  transferring  to the  Transferee,  certain
         intellectual  property assets previously  licensed by the Transferor to
         the  Transferee  pursuant to a  Technology  Sharing  Agreement  between
         Harnco and the Transferee dated as of November 1, 1996 (the "Technology
         Sharing Agreement"), which agreement has been terminated.

E.       Capitalized  terms not defined herein have the meanings ascribed in the
         share purchase  agreement  dated the date hereof  between  3016117 Nova
         Scotia ULC,  MagneTek Mondel Holding ULC and Morris Material  Handling,
         Inc.  relating  to the  purchase  and  sale  of all of the  issued  and
         outstanding shares in the capital of the Transferee.

NOW  THEREFORE,  for the  consideration  contemplated  herein,  the  receipt and
sufficiency of which is acknowledged,  the Transferor and the Transferee  hereby
agree as follows:

1.       TRANSFER OF INTELLECTUAL PROPERTY

                  The Transferor does hereby ASSIGN,  SELL,  TRANSFER and CONVEY
         to  the   Transferee,   its  successors,   assigns,   and  other  legal
         representatives,  the Transferor's entire right, title, and interest in
         and  to  the   intellectual   property  assets  listed  on  Schedule  1
         (collectively,   the  "Transferred  Intellectual  Property"),  and  the
         Transferee  hereby  accepts  such  assignment.  This  assignment  shall
         include  the  right  to sue  for  and  recover  from  past  and  future
         violations   in   connection   with  or  related  to  the   Transferred
         Intellectual Property.


2.       PAYMENT OF PURCHASE PRICE

                  The purchase price for the Transferred  Intellectual  Property
         shall be $1,250,000  payable in United States dollars by the Transferee
         to the  Transferor  in  accordance  with a written  direction  from the
         Transferor  to  the  Transferee  delivered  by  the  Transferor  to the
         Transferee in connection with the execution of this Agreement.


3.       REPRESENTATION AND WARRANTY

                  The Transferor  warrants that at the time of execution of this
         Agreement,  subject to the rights of third  parties  identified  in the
         October 1997 Intellectual Property Assignment Agreement and the October
         1997 Trademark Assignment  Agreement,  the Transferor has not received,
         and is unaware of, any third party claims  contesting  or disputing its
         ownership rights to the Transferred  Intellectual Property, and further
         warrants that the  Transferor  has the right to assign the  Transferred
         Intellectual  Property,  such assignment including the right to sue for
         and  recover  from past and future  violations  in  connection  with or
         related to the Transferred Intellectual Property.


4.       GOVERNING LAW

                  This   Agreement   shall  be  governed  by  and  construed  in
         accordance  with the laws of the  Province  of Ontario  without  giving
         effect to any choice or  conflict of law  provision  or rule that would
         cause  the  application  of laws of any  jurisdiction  other  than  the
         Province of Ontario.

5.       COUNTERPARTS

               This  Agreement  may be executed in  counterparts,  each of which
          shall be deemed to be an  original,  but all of which  taken  together
          shall  constitute one and the same  instrument.  This Agreement may be
          executed by facsimile signatures.

6.       ASSIGNMENT

                  Neither party may assign or transfer its rights or obligations
         arising under this Agreement  without the prior written  consent of the
         other party hereto,  which consent shall not be unreasonably  withheld;
         provided,  however that the Transferee shall be permitted to assign its
         rights and obligations  hereunder to an Affiliate without obtaining the
         prior written consent of the Transferor.

7.       SUPPLY OF KITS AND PANELS

                  Until such time that the Transferor has completed the transfer
         of the kit and panel  technology (as defined in Schedule 1) in a manner
         sufficient to allow the  Transferee to  independently  manufacture  the
         kits and panels for its own benefit,  the Transferor  shall supply kits
         and panels (as defined in Schedule 1), or cause such kits and panels to
         be supplied, to the Transferee consistent with current practice (and in
         addition,  a one (1) year repair or replacement  warranty) for a period
         of one (1) year from the date  hereof,  a  description  of such current
         practices  being attached  hereto as Schedule 2. The  Transferor  shall
         commence the  transfer of the kit and panel  technology  within  thirty
         (30)  days  from  the  date  of  this   Agreement  and  shall  use  its
         commercially reasonable efforts to complete such transfer within ninety
         (90) days thereafter.

                  The  Transferor  will  provide such  assistance,  training and
         information as the Transferee may reasonably  request,  at no charge to
         the  Transferee,   in  connection  with  the  Transferred  Intellectual
         Property  described  in Schedule 2 in  connection  with the use of such
         Transferred   Intellectual   Property   by  the   Transferee   and  the
         commencement by it of the manufacture and sale of the products to which
         such Transferred Intellectual Property relates.

<PAGE>

8.       FURTHER ASSURANCES

                  Each of the Transferor  and the  Transferee  agrees to execute
         and deliver all such other  documents,  certificates and agreements and
         to take, or cause to be taken,  all actions,  and to do, or cause to be
         done,  anything else that may reasonably be deemed necessary to perfect
         and give effect to the transactions contemplated by this Agreement

IN WITNESS  WHEREOF,  the parties have  executed  this  agreement as of the date
noted above.


                                                     MHE TECHNOLOGIES, INC.
                                                     By:
                                                          Name:
                                                          Title:


                                                     MONDEL ULC
                                                     By:
                                                          Name:
                                                          Title:

<PAGE>

                                      - 1 -

                                   SCHEDULE 1
                        TRANSFERRED INTELLECTUAL PROPERTY

1. "Mondel"  common law  trademark,  as listed on Exhibit C of the Trademark and
Goodwill  Assignment  Agreement  effective as of October 10,  1997,  and "Mondel
Engineering" trade name, and all goodwill associated therewith.

2. Proprietary know how for selection  criteria for brakes to be used in movable
structures, and selection criteria for coils used in both brakes and magnets.

3. Computer programs for coil winding control.

4.  Processes for coil winding of aluminium  strip for use in magnets,  and coil
winding of copper wire/strip for use in brakes and magnets.

5. All related service manuals and price books.

6. License with Boxmag Rapid  Limited as referred to in both the  Trademark  and
Goodwill  Assignment  Agreement  effective as of October 10, 1997 by and between
Harnischfeger  Corporation  and MHE  Technologies,  Inc.,  and the Assignment of
Patents,  Inventions and Know-How Agreement  effective as of October 10, 1997 by
and between Harnischfeger Corporation and MHE Technologies, Inc.

7.  Notwithstanding  anything else in this Schedule 1, Transferred  Intellectual
Property does not include any  intellectual  property related to or which may be
applied to internally mounted disc brakes.

8.  All  technology  needed  by  the  Transferee  to  independently  manufacture
hydraulic  brake kits ("kits") and brake rectifier  panels  ("panels") that have
been supplied to the  Transferee  by the  Transferor  and/or by Morris  Material
Handling , Inc., such  technology to include  drawings,  patterns,  parts lists,
information about suppliers,  and related manufacturing know-how  (collectively,
the "kit and panel technology").

<PAGE>

                                   SCHEDULE 2

                            SUPPLY OF KITS AND PANELS


                             [Please see attached.]