PROMISSORY NOTE
$150,000                                                  Dated:  June 30, 1999


                  FOR  VALUE  RECEIVED,  the  undersigned,   Jack  Stinnett,  an
individual residing at _____________________  (the "Borrower"),  HEREBY PROMISES
TO PAY to the order of Morris  Material  Handling,  Inc.  (the  "Lender") on the
dates set forth herein the principal  amount of ONE HUNDRED FIFTY  THOUSAND U.S.
DOLLARS  (US$150,000)  in lawful  money of the United  States of America  ("U.S.
Dollars" or "US$") and in same day funds or by certified check.

                                   ARTICLE I.

                                   DEFINITIONS

                  SECTION 1.1.  Certain Defined Terms. As used in this Note, the
following  terms shall have the following  meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

     "Board" means the Board of Directors of the Lender.

     "Borrower" has the  meaning  specified  in the  recital  of parties to this
          Note.

     "Business Day" means a day of the year on which  banks are not  required or
          authorized to close in Milwaukee, Wisconsin.

     "Employment Agreement" means the Employment  Agreement between the Borrower
          and the Lender  dated  January  27, 1999 which sets forth the terms of
          the Borrower's employment with the Lender.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
          from time to time, and the regulations  promulgated and rulings issued
          thereunder.

     "Lender" has the meaning specified in the recital of parties to this Note.

     "LoanDocuments"  means this Note and the Security  Agreement,  in each case
          as amended or modified from time to time.

     "Prime Rate" means [Rate].

     "Security  Agreement"  means a pledge,  assignment  and security  agreement
          entered  into  by the  Borrower  for the  benefit  of the  Lender,  in
          substantially  the form of Exhibit A hereto,  as such agreement may be
          amended or modified from time to time.

     "Termination  Date"  means the earlier of (a) June 30, 2009 or (b) the date
          the Loan becomes due and payable hereunder  pursuant to Section 2.4 or
          5.1.

     SECTION 1.2.  Computation of Time Periods.  In this Note in the computation
of periods of time from a specified  date to a later  specified  date,  the word
"from" means "from and  including"  and the words "to" and "until" each mean "to
but excluding."

     SECTION 1.3.  Other  Terms.  All other terms not defined in this Note shall
have the meaning assigned such terms in the Employment Agreement.


                                   ARTICLE II.

                          AMOUNT AND TERMS OF THE LOAN

     SECTION  2.1.  The Loan.  The Lender  agrees,  on the terms and  conditions
hereinafter  set forth,  to make a loan (the "Loan") to the Borrower on the date
hereof in the amount set forth above in U.S. Dollars and in same day funds.

     SECTION  2.2.  Repayment.  The  Borrower  shall repay the unpaid  principal
amount of the --------- Loan on the Termination Date.

     SECTION  2.3.  Interest.  The  Borrower  shall pay  interest  on the unpaid
principal  amount of this Note from the date of this Note  until this Note shall
be paid in full at a rate per  annum  equal  at all  times  to the  Prime  Rate,
payable in arrears and in a lump sum on the Termination Date.

     SECTION  2.4.  Mandatory  Prepayments.  The  Borrower  shall,  on the  next
succeeding  Business Day following the Borrower's  failure to be in the Lender's
employ (x) as a result of a termination of employment  for Cause,  (y) by reason
of the  Borrower's  death or a  resignation  of  employment  other than for Good
Reason or (z) as a result of the Borrower  giving Lender  notice of  non-renewal
under Section 1.1 of the Employment Agreement,  prepay the outstanding principal
amount of the Loan and pay accrued  interest to the date of such  prepayment  on
the entire principal  amount of the Loan  outstanding as of such date;  provided
however that the Borrower  shall be  considered  to be in the Lender's  "employ"
during any period of the Borrower's Disability.

     SECTION 2.5. Voluntary Prepayments. The Borrower may prepay, in whole or in
part,  the principal  amount of this Note and any interest  thereon at any time,
without penalty.

     SECTION  2.6.  Payments  and  Computations.  The  Borrower  shall make each
payment hereunder not later than 3:00 P.M.  (Milwaukee time) on the day when due
in U.S.  Dollars to the Lender at its address referred to in Section 6.2 in same
day funds. All computations of interest shall be made by the Lender on the basis
of a year of 365 or 366 days,  as the case may be,  in each case for the  actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest is payable.

     SECTION 2.7. Payment on Non-Business  Days.  Whenever any payment under any
Loan Document shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of payment of interest.


                                  ARTICLE III.

                              CONDITIONS OF LENDING

     SECTION 3.1. Conditions Precedent to the Loan. The obligation of the Lender
to make the Loan  hereunder  is subject  to the  conditions  precedent  that the
Lender  shall have  received  on or before the date of such Loan the  following,
dated such day, in form and substance satisfactory to the Lender:

     (a)  The Security Agreement, together with:

     (i)  financing  statements,  in proper  form for filing  under the  Uniform
Commercial  Code of all  jurisdictions  that the  Lender may deem  necessary  or
desirable  in order to perfect the  security  interests  created by the Security
Agreement,

     (b)  the Lender shall have  received  such other  approvals or documents as
          the Lender may reasonably request.

                                   ARTICLE IV.

                            COVENANTS OF THE BORROWER

     SECTION  4.1.  Affirmative  Covenants.  So long as this Note  shall  remain
unpaid, the Borrower will, unless the Lender shall otherwise consent in writing:

     (a) Compliance  with Laws,  Etc.  Comply in all material  respects with all
applicable  laws,  rules,  regulations  and orders,  such compliance to include,
without  limitation,  paying  before  the  same  become  delinquent  all  taxes,
assessments  and  governmental  charges  imposed  upon the  Borrower or upon the
property of the Borrower except to the extent contested in good faith.

     (b)  Reporting Requirements. Furnish to the Lender:

     (i) as soon as  possible  and in any  event  within  five  days  after  the
occurrence  of each Event of Default  and each event  which,  with the giving of
notice  or  lapse  of  time,  or both,  would  constitute  an Event of  Default,
continuing on the date of such  statement,  a statement of the Borrower  setting
forth  details  of such  Event of  Default  or event  and the  action  which the
Borrower has taken and proposes to take with respect thereto; and

     (ii)  such  other  information  respecting  the  condition  or  operations,
financial  or  otherwise,  of the  Borrower  as the Lender may from time to time
reasonably request.

                                   ARTICLE V.

                                EVENTS OF DEFAULT

     SECTION 5.1. Events of Default.  If any of the following events ("Events of
Default") shall occur and be continuing:

     (a) The Borrower  shall fail to pay any  principal of, or interest on, this
Note or any other  amount  under any other  Loan  Document,  including,  but not
limited to, any mandatory prepayments, within 30 days after the same becomes due
and payable;

     (b) The Borrower shall fail to perform or observe (i) any term, covenant or
agreement contained in Section 4.1 or (ii) any other term, covenant or agreement
contained  in any Loan  Document on the part of the  Borrower to be performed or
observed if such  failure  shall  remain  unremedied  for 30 days after  written
notice thereof shall have been given to the Borrower by the Lender;

     (c) The  Borrower  shall  admit in writing his  inability  to pay his debts
generally,  or shall make a general assignment for the benefit of creditors;  or
any  proceeding  shall be  instituted  by or  against  the  Borrower  seeking to
adjudicate  the  Borrower  bankrupt  or  insolvent,   or  seeking   liquidation,
protection, relief, or composition of the Borrower or of his debts under any law
relating to bankruptcy, insolvency or relief of debtors, or seeking the entry of
an order for relief for the Borrower or for any substantial part of his property
and, in the case of any such proceeding instituted against the Borrower (but not
instituted by the Borrower),  either such proceeding shall remain undismissed or
unstayed  for a  period  of 30  days,  or any  of the  actions  sought  in  such
proceeding  (including,  without  limitation,  the entry of an order for  relief
against the Borrower or for any substantial part of his property) shall occur;

     (d) Any  judgment  or order for the  payment of money in excess of $100,000
shall be rendered  against the Borrower and either (i)  enforcement  proceedings
shall have been  commenced by any creditor  upon such  judgment or order or (ii)
there  shall  be any  period  of 10  consecutive  days  during  which  a stay of
enforcement  of such  judgment  or  order,  by  reason  of a  pending  appeal or
otherwise, shall not be in effect;

     (e) Any provision of the Security Agreement after delivery thereof pursuant
to  Section  3.1  shall for any  reason  cease to be valid  and  binding  on the
Borrower,

     (f) The Security  Agreement after delivery  thereof pursuant to Section 3.1
shall for any reason (other than pursuant to the terms  thereof) cease to create
a valid  security  interest  in any of the  collateral  purported  to be covered
thereby;

     (g) The Borrower shall die; or

     (h) The Borrower shall be terminated for Cause,  resign without Good Reason
or provide notice of non-renewal under Section 1.1 of the Employment Agreement;
then, and in any such event, the Lender may, by notice to the Borrower,  declare
this Note,  all interest  thereon and all other  amounts  payable under the Loan
Documents  to be  forthwith  due and  payable,  whereupon  this  Note,  all such
interest  and all such amounts  shall  become and be forthwith  due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower;  provided, that in the event of the
death of the  Borrower or in the event of an actual or deemed  entry of an order
for relief with respect to the Borrower under the Federal  Bankruptcy Code, this
Note, all such interest and all such amounts shall  automatically  become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.

                                   ARTICLE VI.

                                  MISCELLANEOUS

     SECTION 6.1.  Amendments,  Etc. No amendment or waiver of any  provision of
this Note, nor consent to any departure by the Borrower therefrom,  shall in any
event be effective  unless the same shall be in writing and signed by the Lender
and then any such  waiver or consent  shall be  effective  only in the  specific
instance and for the specific purpose for which given.

     SECTION 6.2. Notices,  Etc. All notices and other  communications  provided
for hereunder shall be in writing (including telecopier,  telegraphic,  telex or
cable communication) and mailed,  telecopied,  telegraphed,  telexed,  cabled or
delivered,  if to the  Borrower,  at its address as  indicated in the recital of
parties  to  this  Note;  and if to the  Lender,  at its  address  at  Chartwell
Investments  Inc.,  Attn:  Michael  Shein;  or, as to each party,  at such other
address and to such other  individual  as shall be designated by such party in a
written notice to the other party.  All such notices and  communications  shall,
when mailed,  telecopied,  telegraphed,  telexed or cabled,  be  effective  when
deposited  in  the  mails,  telecopied,  delivered  to  the  telegraph  company,
confirmed by telex answerback or delivered to the cable company, respectively.

     SECTION 6.3. No Waiver;  Remedies.  No failure on the part of the Lender to
exercise,  and no delay in  exercising,  any right under any Loan Document shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies  provided in the Loan Documents are cumulative and not
exclusive of any remedies provided by law.

     SECTION  6.4.  Binding  Effect.  This Note  shall (a) be  binding  upon the
Borrower and his personal representatives, estate, heirs, devisees, legatees and
assigns,  (b) inure to the  benefit of the  Borrower  and his assigns and (c) be
binding  upon  and  inure  to the  benefit  of the  Lender  and  its  respective
successors  and assigns,  except that the  Borrower  shall not have the right to
assign his rights  hereunder or any interest  herein  without the prior  written
consent of the Lender.

     SECTION 6.5.  Governing  Law. This Note shall be governed by, and construed
in accordance with, the laws of the State of New York.



     IN WITNESS  WHEREOF,  the  Borrower  has executed and the Lender has caused
this Note to be executed by its officer thereunto duly authorized, in each case,
as of the date first above written.


                                                     /s/Jack Stinnett
                                                     Jack Stinnett, as Borrower

CONSENTED TO AND ACKNOWLEDGED:
MORRIS MATERIAL HANDLING, INC.
as Lender


By:      ________________________________
         Name:
         Title:

<PAGE>

                            Form of Spousal Consent

         The  undersigned,  spouse of Jack  Stinnett,  a holder of  interests in
Niles L.L.C., a Delaware limited  liability  company (the "Company"),  executing
the foregoing  Promissory  Note and Pledge,  Assignment and Security  Agreement,
hereunto  subscribes  her name in evidence of her  agreement  and consent to the
pledge of interests of the Company referred to in the foregoing  Promissory Note
and Pledge,  Assignment  and  Security  Agreement,  and to all other  provisions
thereof.

         Effective as of June 30, 1999.

                                                              Name: