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                                                                   Exhibit 10.1

                             JOINT VENTURE AGREEMENT

         THIS AGREEMENT, made and entered into this __1st___ day of August,
1991, by and between CATERPILLAR INDUSTRIAL INC., a corporation incorporated and
existing under the laws of the State of Ohio, having its principal office at
5960 Heisley Road, Mentor, Ohio (hereinafter referred to as "Caterpillar"), and
THE RAYMOND CORPORATION, a corporation incorporated and existing under the laws
of the State of New York, having its principal office at South Canal Street,
Greene, New York (hereinafter referred to as "Raymond").

                                   WITNESSETH:

                  WHEREAS Caterpillar desires to enter the market for Class II
and Class III forklift trucks as rapidly as possible at the most advantageous
cost possible; and

                  WHEREAS Caterpillar agrees to fund creation of a
differentiated product line; and

                  WHEREAS Raymond has developed valuable Class II and Class III
forklift truck design technology; and

                  WHEREAS Raymond desires to increase utilization of its
manufacturing capacity to achieve greater manufacturing cost efficiencies; and

                  WHEREAS, the parties desire to incorporate and operate a joint
venture company to engage in the business of developing and designing products
to be manufactured by Raymond for sale to the joint venture company and marketed
through the dealer network of Caterpillar and its Affiliates and to national
account customers of the joint venture company; and

                  WHEREAS the parties desire to provide products and services to
the joint venture company at cost and share equally in profits of the joint
venture company; and



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                  WHEREAS Raymond, during the period of joint ownership of the
joint venture by Caterpillar and Raymond, agrees to make available specified
industrial property for use by the joint venture in connection with the design
and development of those products.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

Article 1 Definitions

                  Each of the following terms when used in this Agreement, shall
have the meanings indicated:

1.1          "Affiliate" shall mean any person (individual, corporation,
             partnership or other entity) that directly or indirectly controls
             any party to this Agreement, any person at least fifty percent of
             whose voting shares are beneficially owned by any party to this
             Agreement, and any person directly or indirectly controlled by such
             an affiliate.

1.2          "JVC": the joint venture company to be incorporated and jointly
             owned by the parties in the manner provided in Article 2.

1.3          "JVC Shares": those shares of common stock of the JVC issued in
             accordance with this Agreement.

1.4          "Products": those models and configurations of Class II and Class
             III electric powered forklift trucks, set forth in Exhibit 1
             hereto, including parts and attachments therefor, and those
             additional products hereafter developed by the JVC at the direction
             of its Board of Directors.

1.5          "Subsidiary": a corporation in which one hundred percent (100%) of
             the voting interest (excluding qualifying shares) is directly or
             indirectly beneficially owned, individually or in the aggregate, by
             a party and/or one or more Subsidiaries of that party.

1.6          "Industrial Property" of a party or the JVC: patents, designs,
             trade secrets, copyrights, know-how, information and technology
             owned by such party or the JVC, or licensed by such party or the
             JVC with the right to sublicense.

1.7          "manufacture": The fabrication, assembly or procurement of a
             completed "Product", sub-assembly or component or any part thereof.

Article 2 Formation of JVC


2.1          Caterpillar and Raymond shall cause the JVC to be organized and
             registered as a corporation under the laws of the State of Delaware
             as soon as reasonably possible following the date of this
             Agreement.

2.2          The Certificate of Incorporation and the Bylaws of the JVC shall
             be, in form and substance, as agreed by the parties.

2.3          (a) The capital of the JVC shall consist of 2000 shares of $100.
             par value, voting, fully paid and non-assessable common stock. Each
             party agrees to purchase 1000 shares thereof.

             (b) Caterpillar agrees to loan $1,000,000.00 in cash to the JVC to
             be spent on development and engineering of the "Products". The loan
             shall be evidenced by a JVC interest-free note having the following
             characteristics: 50% of the principal shall be payable in six
             months from the last launch (take order) date of the "Products" set
             forth in Exhibit 1. The balance of the loan shall be repaid
             eighteen months after the aforesaid launch (take order) date.

             (c) Caterpillar agrees to loan $2,000,000.00 in cash to the JVC for
             its initial "S G & A" expenses, such loan to be made in
             installments as funds are required. The loan shall be evidenced by
             one or more JVC notes having the following characteristics:
             Interest shall be computed on the last day of each month at Chase
             (New York) Bank's prime commercial lending rate plus 1%; repayment
             of principal and payments of interest shall be made annually as JVC
             cash flows permit and before repayment of any other loans from any
             party other than the loan set forth in Article 2.3(b) above.

2.4          All shares issued by the JVC shall be in registered form.

2.5          No shares of the JVC in addition to those provided for in Article
             2.3 may be authorized or issued except with the prior written
             Agreement of the parties.



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2.6          Each stock certificate issued during the term of this Agreement
             shall bear the following words: "This certificate is held subject
             to the terms of a joint venture agreement between Caterpillar
             Industrial Inc. and The Raymond Corporation, dated August ________,
             1991, a copy of which is on file at the head offices of Material
             Handling Associates, Inc., and may not be transferred except in
             compliance with the terms of said agreement."

2.7          Unless the parties otherwise agree in writing, each party, together
             with such of its transferees as are permitted herein, shall hold
             fifty percent (50%) of the JVC Shares during the term of this
             Agreement.

Article 3 Primary Purpose and Objective

3.1          The primary purpose of the JVC shall be the development and design
             of "Products" to be manufactured by
             Raymond as follows:

                       (a) "Products" of designs and quality standards, approved
                       by Caterpillar and Raymond, to be manufactured
                       exclusively by Raymond and to be sold exclusively to the
                       JVC for resale exclusively to dealers of Caterpillar and
                       its Affiliates and national account customers of the JVC
                       for worldwide distribution under Caterpillar trademarks.

                       (b) The license of JVC Industrial Property to Raymond for
                       differentiation, manufacture and distribution by Raymond
                       of products. Such Industrial Property may be the same as
                       JVC products, less subsystems that the JVC, Caterpillar
                       and Raymond determine to be reasonable differentiation.

3.2          Raymond and Caterpillar each desire to have differentiated products
             bearing their respective trademarks and distributed through their
             respective dealer networks. Each party will continue to design,
             develop, manufacture and market other products, including lift
             trucks, independently.

3.3          The "Products" sold by the JVC shall be warranted by the JVC on the
             terms that are competitive with warranties offered by others in
             each market. Raymond shall not warrant "Products" sold to the JVC
             but shall assign to the JVC any assignable warranties it has
             received from its suppliers in connection with components of the
             "Products".


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3.4          (a) Except for a "Product" or part thereof defective in material or
             workmanship in manufacture, JVC shall defend, indemnify and hold
             harmless Caterpillar and Raymond, their Affiliates (excluding JVC
             dealers), and their respective employees, officers and directors,
             harmless against and from all claims, demands, liabilities, loss,
             damage, cost and expense of whatsoever nature, including costs,
             attorney's fees and expenses, which arise from claims of third
             parties (including dealers) resulting from any injury to persons or
             property damage claimed to have been caused by a "Product" or part
             thereof.

             (b) Raymond shall defend, indemnify and hold JVC, Caterpillar and
             its Affiliates, and their respective employees, officers and
             directors, harmless against and from all claims, demands,
             liabilities, loss, damage, cost and expense of whatsoever nature,
             including costs, attorney's fees and expenses, which arise from
             claims of third parties (including dealers) resulting from any
             injury to persons or property damage claimed to have been caused by
             a defect in the material or workmanship in manufacture of a
             "Product" or part thereof.

             (c) Raymond and JVC agree to coordinate their respective defenses
             to eliminate unnecessary duplicate legal expense and to provide a
             coordinated defense against claims. Raymond and JVC agree not to
             file cross-claims or third-party claims against each other and to
             resolve such differences as would have been covered by such
             cross-claims or third-party claims through alternative dispute
             procedures.

             (d) If Raymond and JVC are unable to resolve a dispute within 60
             days through negotiation, they may, if mutually agreed, retain a
             facilitator or mediator to conduct further discussion. If further
             negotiation is unsuccessful after 120 days or such additional time
             as they mutually agree, they shall submit the dispute to
             non-binding arbitration using procedures and an arbitrator provided
             by Endispute, Inc., Chicago, Illinois, or such other procedures or
             arbitration services as they mutually agree. Raymond and JVC
             further agree to pay on an equal basis for such facilitator,
             mediator or arbitrator. In the event that such alternative dispute
             procedures are unsuccessful to resolve the dispute, either party
             may file a cause of action for contribution or indemnity. If the
             jurisdiction in which the primary lawsuit or claim was pending
             requires that such claims, cross-claims or third-party claims be
             filed with the primary lawsuit, then the parties agree that the
             arbitration hearing aforementioned shall be binding upon the
             parties rather than advisory.
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Article 4 Transfer of Shares

4.1          Either party may sell or otherwise transfer ownership of some or
             all of its JVC Shares at any time to one or more of its
             Subsidiaries without restriction, except such party shall cause any
             such Subsidiary to undertake to perform all obligations of such
             party under this Agreement, and such party shall remain liable for
             the performance of all provisions of this Agreement. Caterpillar
             may sell or otherwise transfer ownership of some or all of its JVC
             Shares at any time to a joint venture comprised of Caterpillar or
             an Affiliate and another person acceptable to Raymond upon the same
             terms and conditions as to Subsidiary except that the transferring
             party shall not remain liable for performance of any provision of
             this Agreement. Raymond shall have the same right of transfer to a
             joint venture as Caterpillar, should it wish to do so hereafter.

4.2          Except as provided in Article 4.1 above, no party shall assign,
             pledge, mortgage, hypothecate or otherwise encumber its JVC Shares,
             wholly or in part.

4.3          The parties, as shareholders of the JVC, shall have preemptive
             rights to acquire any additional JVC Shares which the JVC may issue
             subsequent to its incorporation.

Article 5 Financing

5.1          If it is determined by the parties that, in accordance with sound
             and prudent business practices, additional capital is required for
             the JVC, such additional capital will be provided by Caterpillar
             and Raymond, each of whom shall contribute in proportion to their
             common stock equity in the JVC, and in like manner and on the same
             terms and conditions, whether made in the form of additional
             equity, loans or guarantees of loans authorized to be obtained by
             the JVC, or otherwise.

5.2          Land, buildings, equipment, Industrial Property, if any, sold or
             exchanged from time to time by any party to this agreement or their
             Affiliates to the JVC, by way of contribution to capital or
             otherwise, shall be valued as mutually agreed between Raymond and
             Caterpillar prior to such sale or transfer. The parties may base
             their agreed valuation on the opinion of one or more independent
             experts or appraisers selected by Caterpillar and Raymond. The cost
             of any such expert's or appraiser's services shall be borne by the
             JVC.
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Article 6 Board of Directors

6.1          Raymond and Caterpillar shall exercise their respective voting
             rights in the JVC and shall take such other steps as are necessary
             to ensure:

                       (a) that the Board of Directors of JVC shall consist of
                       six (6) members;

                       (b) that of such six (6) members, three (3) shall be
                       nominated by Caterpillar and three (3) shall be nominated
                       by Raymond, and that each party shall support the
                       election of members nominated by the other party, and

                       (c) that if either Raymond or Caterpillar wishes to
                       change any of its nominated members, with or without
                       cause, the other party shall vote accordingly; provided,
                       however, the party proposing the change shall indemnify
                       and hold the JVC and other party harmless for any and all
                       damages and other expenses that may arise from such
                       action.

6.2          In case of vacancy in the Board of Directors for any reason,
             Raymond and Caterpillar agree to cause to be elected as a new
             member a person nominated by the party who nominated the member
             whose office is vacant.

Article 7    Accounting Matters

7.1          The parties, as shareholders, shall cause the Independent Public
             Accountants of the JVC to be appointed or dismissed at a meeting of
             shareholders. The initial Independent Public Accountants of the JVC
             shall be Price Waterhouse, or Ernst & Young, as determined by
             competitive bidding.

7.2          The accounting books and documents of the JVC shall be regularly
             audited by the Independent Public Accountants of the JVC.

7.3          Annual financial statements, including a general balance sheet,
             related statements of income, shareholders equity and cash flows,
             audited by the Independent Public Accountants of the JVC, shall be
             prepared and provided to the shareholders at the JVC's expense
             within forty-five (45) days following the close of each fiscal year
             of the JVC. Such annual financial statements, as audited, shall be
             final and binding upon the parties as to the revenue, costs, fees,
             expenses, losses and profits of JVC.
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7.4          Unaudited interim financial statements (including a general balance
             sheet, related statements of income, shareholders equity and cash
             flows) shall be prepared and provided to the shareholders, at the
             JVC's expense, on a monthly basis, within thirty (30) days
             following the end of each interim fiscal month, unless otherwise
             agreed by the parties.

7.5          Annual and interim financial statements shall be provided and
             maintained in accordance with accounting principles generally
             accepted in the United States of America, and shall contain such
             statements and schedules, prepared in accordance with the
             requirements of Raymond and Caterpillar, and copies of tax returns
             and receipts for tax payments, as may be requested in writing by
             Raymond or Caterpillar.

7.6          Either party may request an audit of the books and records of the
             JVC ("shareholder's audit") by an independent auditor of its
             selection, other than the Independent Public Accountants of the
             JVC. Any shareholder's audit shall be at the expense of the
             requesting party unless material error or fraud is found, in which
             case such audit shall be at the expense of the JVC. In addition,
             Caterpillar and Raymond, each through its duly authorized
             representative, shall at all reasonable times have access to, and
             the right to, examine the books of account and other documents and
             records of the JVC.

Article 8 Operating Policies

8.1          As soon as reasonably possible following the date of this
             Agreement, Raymond and Caterpillar shall, on an "as needed" basis,
             agree upon, and reduce to writing, the financial policies and
             practices to be adopted and followed by the JVC including, but not
             limited to, those relating to dividends, loans to and from
             affiliated companies, cash management systems, banking
             arrangements, asset valuation, depreciation practices, accounting
             and reporting practices, internal auditing policies and deferred
             payment financing.

8.2          "Products" shall be subject to quality a assurance program
             satisfactory to Caterpillar and Raymond, to be prepared and made
             available to each of the parties.

8.3          Product safety and improvement are goals to which each of the
             parties are, and the JVC must be, committed. To assist in achieving
             these goals, Caterpillar and Raymond shall cause the JVC to be
             informed about the performance and application of "Products", and
             the JVC shall promptly correct any feature which may adversely
             affect the proper or safe functioning of any "Product".




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Article 9 Product Design and Manufacture

9.1          Raymond shall grant a royalty-free, non-exlusive license to the JVC
             to manufacture use and sell to Caterpillar's and its Affiliate's
             dealers and national account customers of the JVC, "Products"
             embodying or made by the use of Raymond's Industrial Property shown
             in Exhibit 2. This license shall encompass all parts, components
             and subsystems necessary to use and sell the "Products" and shall
             include all updates, improvements, replacements and adjustments
             which are developed for the purpose of maintaining the designs
             owned by Raymond and used in the JVC "Products". This license shall
             not apply to parts, components and subsystems which Raymond deems
             necessary for differentiation. The areas of differentiation for the
             JVC's "Products" listed in Exhibit 1 are shown in Exhibit 2.
             Raymond represents and warrants that the Raymond Industrial
             Property listed in Exhibit 2, when combined with the contemplated
             JVC Industrial Property, and Caterpillar Industrial Property listed
             in Exhibit 3 is sufficient to produce "Products" listed in Exhibit
             1.

9.2          The JVC shall grant a non-exclusive license to Raymond in
             accordance with Article 3.1(b) to manufacture use and sell to
             Raymond dealers products embodying or made by the use of the JVC's
             Industrial Property. This license shall encompass all parts,
             components and subsystems necessary to manufacture use and sell
             "Products" developed by, or caused to be developed by, the JVC and
             shall include all updates, improvements, replacements and
             adjustments which are developed for the purpose of maintaining
             future products sold at any time by the JVC and used in products
             marketed by Raymond. Raymond shall pay a mutually agreed,
             reasonable user fee for the license of JVC Industrial Property.

9.3          The JVC, Raymond and Caterpillar shall be jointly responsible for
             updating, improving and maintaining their Industrial Property,
             which is common to their respective products. The cost of
             implementing changes for this purpose shall be borne by the party
             or JVC, whoever initiates the change. These costs shall include,
             but shall not be limited to, the cost of engineering review,
             documentation change, handling, process creation, tooling creation
             or modifications, inventory rework and scrap but shall exclude the
             cost of changes to manuals, literature, service parts and other
             aftermarket support. The JVC and Raymond shall have the right to
             abandon commonality by exercising the right to refuse a requested
             change.
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9.4          As soon as feasibly possible following incorporation of the JVC,
             Raymond and the JVC shall enter into a
             contract, for the manufacture by Raymond of "Products" for the JVC.

9.5          Caterpillar shall grant a royalty-free, non-exclusive license to
             the JVC to manufacture use and sell to Caterpillar's and its
             Affiliates' dealers and national account customers of the JVC ,
             "Products" embodying or made by the use of Caterpillar's Industrial
             Property shown in Exhibit 3. This license shall encompass all
             parts, components and subsystems necessary to manufacture use and
             sell the "Products" shown in Exhibit 1 and shall include all
             updates, improvements, replacements and adjustments which are
             developed for the purpose of maintaining the designs owned by
             Caterpillar and used in the JVC "Products".

9.6          The non-exclusive licenses to manufacture specified in Articles 9.1
             and 9.5 shall terminate in the event ownership of the JVC Shares
             are transferred in whole or in part to a person not i) a party, ii)
             an Affiliate or subsidiary of a party or iii) a joint venture
             company referred to in Article 4.1.

Article 10   Inventions

10.1         Inventions made during the term of this Agreement and relating to
             technology described in Article 9 shall be owned as follows:

                      (a) Those conceived and made by Caterpillar personnel
                      shall be the sole property of Caterpillar, (b) Those
                      conceived and made by Raymond personnel shall be the sole
                      property of Raymond, (c) Those conceived and made by the
                      JVC personnel (including personnel of the parties working
                      for the JVC under contract) shall be the property of the
                      JVC who shall grant non-exclusive licenses to Raymond, in
                      accordance with Article 9.2, and to Caterpillar (upon
                      payment of a mutually agreed, reasonable user fee) and (d)
                      Those conceived and made jointly by personnel of two or
                      more of Raymond, Caterpillar and the JVC shall be jointly
                      owned by Raymond, Caterpillar and the JVC.

10.2         The sole owner of any such invention shall have the right to file
             and prosecute patent applications therefor. The parties shall cause
             the JVC to file and prosecute patent applications for inventions
             the JVC owns in any country in which one of the parties desires an
             application to be filed.
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10.3         In the event of jointly owned inventions, the parties hereto shall
             agree which one of them shall be primarily responsible for filing
             and prosecuting patent applications therefor. The filer shall keep
             the others informed of the status of all such patent applications
             and any resulting patents. The filing, prosecution and maintenance
             costs of the jointly owned patent applications and resulting
             patents shall be equally shared by the parties and the JVC. If a
             party, as part owner of any such jointly owned invention, decides
             not to participate in such costs in any country which another part
             owner desires an application be filed, said another owner shall
             have the right to do so at its own expense and in its name. The
             filing person shall grant perpetual, non-exclusive licenses to the
             two other persons whether parties or the JVC, as the case may be.

10.4         Patents and patent applications on such inventions shall be
             licensed pursuant to Article 9 and 15.6.

Article 11 Marketing Arrangements

11.1         The JVC shall enter into agreements with Caterpillar's and its
             Affiliates' dealers substantially identical to Caterpillar's
             corresponding "Sales and Service Agreement - Lift Truck Products".
             In this connection, Caterpillar shall cause the JVC to be granted a
             royalty-free license to use appropriate trade and service marks of
             Caterpillar, Inc., subject to unilateral cancellation of such
             license by Caterpillar, Inc. at any time, upon 180 days' written
             notice, in which event the JVC shall cease marketing "Products"
             under those marks.

11.2         JVC will contract with Caterpillar to administer JVC agree ments
             with Caterpillar's and its Affiliates' dealers. JVC shall reimburse
             Caterpillar its costs for providing such services. Such
             reimbursement shall be calculated and paid annually. CII Marketing
             Expense is as follows: costs incurred by the North American
             Commerical Division regions of Caterpillar and its Fleet Marketing
             Group. Including labor and labor-related expenses (excluding
             non-recurring bonuses, profit-sharing and any incentive pay);
             indirect material and expenses including travel and entertainment,
             leased automobiles, communications tolls, dealer advertising co-op
             expense, customer visits, regional office lease costs and
             shows/exhibits. The formula to calculate is as follows:
<TABLE>
<CAPTION>

<S>                                                                  <C>  
                      JVC Annual "Product" Gross Sales
                      -------------------------------------------    x CII Marketing = Marketing Expense Charge to JVC
                      JVC & CII Annual "Product" Gross Sa;es                    Expense
</TABLE>


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                                    This charge is based on the prior fiscal
                      years sales and expenses and is to be calculated and paid
                      within the 1st QTR. of each year. The sales (JVC's and
                      CII's) are those made to Caterpillar's and its Affiliates'
                      Dealers and na tional account customers. The above formula
                      shall be applied pro rata to any partial fiscal year.

                           The following is an illustration of the marketing
                         expense calculation:
<TABLE>
<CAPTION>

                           <S>                         <C>         
                           $15.4M (JVC)
                           -------------------------    x $6.6M  (Mktg. Expense)   =   $0.3M
                           $315.4M (JVC/CII)           (Attributable to Dealers who sell JVC "Products")
</TABLE>

Article 12 Confidentiality of Information

12.1         The parties mutually acknowledge that (a) each may from time to
             time disclose proprietary information to the JVC, to each other, to
             employees of the JVC and to employees of each other, and (b) the
             JVC may from time to time disclose proprietary information to a
             shareholder and to employees of a shareholder. Notwithstanding any
             such disclosure, the parties hereto agree, and shall cause the JVC
             to agree, that the proprietary information of Caterpillar shall
             remain Caterpillar's proprietary information, the proprietary
             information of Raymond shall remain Raymond's proprietary
             information, and except as otherwise provided in this Agreement,
             proprietary information developed by the JVC shall remain the JVC's
             proprietary information. Neither the JVC nor any party to whom it
             may be disclosed shall directly or indirectly disclose such
             information to third parties or use proprietary information of
             another in any manner, except as may be required for the
             performance by the JVC of its corporate purposes or for the
             fulfillment by a party of its obligations under this Agreement.
             Prior to the disclosure of any such proprietary information to a
             subcontractor, supplier or any other person or entity, the JVC or
             the party shall first enter into a confidentiality agreement with
             such person or entity, which confidentiality agreement must be
             acceptable in form and substance to the party whose proprietary
             information is being disclosed.
<PAGE>

12.2         Proprietary information shall include all trade secrets, know-how
             and information, whether or not patentable or copyrightable,
             developed or acquired by a party, or the JVC, including without
             limitation technical expertise and related experience and skills,
             drawings, blueprints, specifications, catalogs, manuals, designs,
             instructions, lists, descriptions of processes and other
             engineering, technical, cost, economic and financial data,
             engineering, design, manufacturing, procurement, marketing and
             distribution information, testing and quality control information
             and procedures, operating techniques, processes, and computer and
             information programs. Information disclosed by either party, or the
             JVC, shall not be deemed proprietary information to the extent such
             information, either singularly or in a specific combination thereof
             as the case may be, (1) is already in the receiving party's or the
             JVC's possession, otherwise than under the terms of another
             confidentiality agreement between or among the parties and the JVC
             (b) is or becomes available to the general public through no act or
             fault of the receiving party, or the JVC, or (c) is rightfully
             disclosed to the receiving party or the JVC, by a third party.

Article 13 Governmental Applications

13.1         Promptly after the execution of this Agreement, Caterpillar and
             Raymond shall make such filings with the appropriate governmental
             authorities for such validations, authorizations, licenses and
             approvals of the relationship contemplated by this Agreement
             ("Authorizations") as may be necessary or desirable under any
             applicable laws or regulations, and shall exert their utmost
             efforts to obtain the Authorization as soon as possible.

13.2         Except for the obligation of each party to cooperate in the
             diligent prosecution of any applications filed pursuant to Article
             13.1, this Agreement shall remain wholly executory and conditional
             until the Authorizations have become effective or have been
             obtained in form and substance satisfactory to the parties hereto.

Article 14   Term

             This Agreement shall remain in force as long as the JVC continues
             to exist, unless earlier terminated as provided in Article 15.
<PAGE>

Article 15   Termination

15.1         Anything in this Agreement to the contrary notwithstanding, this
             Agreement shall terminate:

                       (a) If either party shall become or be adjudicated
                       bankrupt or insolvent or commit any act of bankruptcy or
                       insolvency (including the failure to pay debts as they
                       mature) or file a petition for or in bankruptcy,
                       insolvency, reorganization or a similar proceeding or
                       file an answer admitting the material facts alleged in
                       such a petition filed by another, or make an assignment
                       or attempted assignment for the benefit of creditors, or
                       otherwise avail itself of the benefit of any bankruptcy,
                       insolvency, reorganization or similar laws, or shall have
                       a receiver, liquidator or trustee appointed for it or any
                       of its assets, or shall have all or a substantial portion
                       of its assets taken by provisionary seizure or similar
                       proceedings, whether voluntary or involuntary, instituted
                       for its liquidation or dissolution.

                       (b) If either party for any reason shall at any time
                       default in any material respect in the performance of any
                       of its obligations under or otherwise commit any breach
                       of this Agreement, where such default or breach shall
                       have been notified in writing to the party claimed to be
                       in default and such default has not been remedied within
                       sixty (60) days after such written notice.

15.2         Any party may terminate this Agreement in its entirety if: (a)
             performance of this Agreement shall become in any material respect
             impossible or impracticable by virtue of any order, action,
             regulation, interference or intervention of the federal or any
             state government, or agency thereof, having the requisite
             jurisdiction over the parties or the JVC. (b) the JVC operates at a
             loss for three (3) consecutive years after launch of all "Products"
             set forth in Exhibit 1.

15.3         Raymond may terminate if the JVC is required to cease marketing the
             "Products" under Caterpillar, Inc. trademarks pursuant to Article
             11.1.

15.4         In the event of any termination of this Agreement due to:

                       (a) any provision of Article 15.1, the bankrupt or
                       default ing party shall, at the option of the terminating
                       party,

                            (i) sell all its JVC shares to the terminating
                            party, or a third party designated by the
                            terminating party;

                            (ii) purchase all of the terminating party's shares,
                            or (iii) take all actions necessary to dissolve and
                            liquidate the JVC.

                      (b) any other reason, the parties shall take all actions
                      necessary to dissolve and liquidate the JVC.
<PAGE>

15.5         In the event of a transfer of JVC Shares pursuant to Article 15.4,
             the purchase price shall be the book value of the JVC Shares at
             that time. The book value of the shares to be transferred shall be
             determined by the JVC's Independent Public Accountants.

15.6         In the event of any termination of this Agreement, except for
             patented Raymond or Caterpillar technology, Raymond and Caterpillar
             hereby agrees to grant to the other and agrees to cause the JVC to
             grant to both parties such license or licenses as may be necessary
             to enable Caterpillar and Raymond after any termination of this
             Agreement, to make, have made, use and sell throughout the world
             "Products" for sale under their respective trademarks. Such license
             or licenses shall be made available to Caterpillar and Raymond
             without charge. Raymond and Caterpillar patented technology used in
             the "Products" shall be made available at the option of the party
             desiring the license, which shall provide for mutually acceptable,
             reasonable consideration.

15.7         Termination of this Agreement shall not relieve the parties from
             their covenants under Article 12 or from any other obligation of a
             continuing nature.

Article 16   Notices

             Any notice to be given or made hereunder shall be in writing, shall
             be effective when received and shall be sent by certified or
             registered airmail, return receipt requested, postage prepaid to
             the following address or such other address specified by either
             party by similar notice:

                      (a)  If to Caterpillar, to the attention of the

                                    Secretary at:

                                            5960 Heisley Road  
                                            Mentor, Ohio 44060
                        
                      (b)  If to Raymond, to the attention of the

                                    Secretary at:

                                            South Canal Street
                                            Greene, New York 13778-0130
<PAGE>

Article 17            Formation Costs and Expenses

17.1         Each party shall bear its own attorney fees and other expenses
             incurred in connection with the Agreement and, except as provided
             in Article 17.2 hereof, shall hold the other party and the JVC
             harmless from any such expenses.

17.2         The parties shall cause the JVC to reimburse each of them for all
             reasonable and necessary out of pocket costs and expenses, as
             recorded by each of them, incurred on and after August 1, 1991,
             associated with the design or development of "Products", production
             facilities, processes, procedures and systems for the JVC and
             incorporation of the JVC. Reimbursable expenses shall include,
             without limitation, payment of incorporation fees, legal expenses,
             consultants' fees, costs related to securing the Authorizations and
             other government approvals and privileges, the cost of otherwise
             uncompensated services rendered to or on behalf of JVC, and other
             incidental expenses.

Article 18 Miscellaneous

18.1         Any disagreement with respect to this Agreement or the operation of
             the JVC which is not resolved by the Board of Directors of the JVC
             shall be presented to the chief operating or executive officers of
             Raymond and Caterpillar sitting in arbitration of the matter. If
             the disagreement is not resolved within ninety (90) days from the
             date of presentation or such additional period as may be mutually
             agreed, then a failure to resolve the disagreement shall be deemed
             to have occurred. No legal proceeding involving such disa greement
             shall be instituted by a party prior to such a failure of the
             arbitrators to resolve any disagreement.

18.2         Except as otherwise provided herein, neither this Agreement, nor
             any right or obligation hereunder, shall be assigned, by operation
             of law or otherwise, by or on behalf of a party without the prior
             written consent of the other party.

18.3         No amendment of the Agreement shall be effective or binding on any
             party unless it is reduced to writing, specifies that it is an
             amendment hereof and is executed by duly authorized representatives
             of the parties.

18.4         There shall be no waiver of any right under this Agreement unless
             such waiver is in writing signed by a duly authorized
             representative of the party charged therewith. The waiver by any
             party hereto of any right granted hereunder, or arising from any
             breach of this Agreement by any other party hereto, shall not
             constitute, or be deemed to constitute, a waiver of any other
             similar or dissimilar right.
<PAGE>

18.5         This Agreement shall not cause any party hereto, or the JVC, to be
             the legal representative or agent of the other party, or of the
             JVC, nor shall any party, or the JVC, have the right or authority
             to assume, create or incur any liability or obligation of any kind,
             express or implied, against, in the name of, or on behalf of, the
             other party, or the JVC.

18.6         In no event shall the JVC engage in any activity if, under the laws
             or regulations of the United States of America, such activity would
             result in the imposition of any penalty upon, or the loss of any
             privilege by, the JVC, Raymond, Caterpillar or any of their
             Affiliates.

18.7         The headings to articles of this Agreement are intended merely to
             facilitate reference, do not form a part of this Agreement, and
             shall not affect the interpretation hereof.

18.8         This Agreement constitutes the entire understanding between the
             parties with respect to the subject matter set forth herein and
             supersedes and cancels all previous agreements, negotiations,
             commitments and representations, if any, between the parties
             concerning the subject matter of this Agreement.

18.9         The parties hereto agree to cause the JVC to be bound by the terms
             of this Agreement.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, in duplicate originals, by their respective authorized representatives
as of the day and year first above written.

CATERPILLAR INDUSTRIAL, INC.                THE RAYMOND CORPORATION

By: /s/ Richard Benson                      By:   /s/ Ross Colquhoun          
    ---------------------------                 -------------------------------
             President                                        President

CATERPIL.AGR.080191


<PAGE>



                                    EXHIBIT 1

                              INITIAL JVC PRODUCTS

Initial "Products" of the JVC will be as follows:

REACH TRUCK:

Model A (similar to Raymond model 021):
-    Max. elevated Height                   282 in.
-    Capacity (single deep)                 3000 and 4000 lb.
-    Voltage                                36V.
-    Reach carriage                         Single Deep, Deep-Reach
-    Operator orientation                   Side-stance

Model B (similar to Raymond model 031):

-        Max. Elevated Height               330 in. (approx.)
-        Capacity (single deep)             3000, 4000 and 4500 lb.
-        Voltage                            36V.
-        Reach carriage                     Single deep, Deep-Reach
-        Operator orientation               Side-stance

ORDERPICKER:

Model A (similar to Raymond model 152):

-        Max. Elevated Height               315 in. (approx.)
-        Capacity                           3000 lb.
-        Voltage                            24V.
-        Masts                              Two and Three Stage

Model B (similar to Raymond model 162):

-        Max. Elevated Height               315 in. (approx.)
-        Capacity                           3000 lb.
-        Voltage                            36V.
-        Masts                              Two and Three Stage

WALKIE:

Model A (similar to Raymond model 111):

-        Capacity                           6000 lb.
-        Type                               Pedestrian

Model B (similar to Raymond model 112):

-        Capacity                           6000 lb.
-        Type                               Stand-on End Control Rider


<PAGE>




Model C (similar to Raymond model 113):

-        Capacity                           6000 lb.
-        Type                               Stand-on Center Control Rider

Model D (similar to Raymond model 114):

-        Capacity                           Tow Tractor
-        Type                                Stand-on Center Control Rider

Model F (similar to Raymond model 19):

-        Capacity                           6000 lb.
-        Type                               Stand-on End Control Rider


<PAGE>


                                    EXHIBIT 2

                           RAYMOND INDUSTRIAL PROPERTY

REACH TRUCK

Available industrial property shall include all internal hydraulic components
and bracketry and all standard options relating to Raymond model 021 and 031
Reach Trucks (except as identified below). Items specifically included are:

1.    "Brand X" Reach Truck frame, lift system, control handle, and control
      handle mechanism.

2.    Four point suspension system with spring loaded caster design.

3.    All model 031 and 021 front ends, including all masts and attachments (but
      excluding certain overhead guard styling features) which are available as
      standard options on the Raymond products which are in production at the
      time of first shipment of JVC "Products".

4.    All patents relating to the design of the mast and load handler, for which
      an application has been made or granted, as of the date of first shipment
      of the Initial JVC "Product(s)" on which the patent is used.

5.    The transmission from the new Raymond model 031.

6.    Steering geometry (patent nos. 4,754,837 and 4,813,512) and foreign
      derivatives and implementing designs from the model 031.

7.    Tracqualizer TM caster.

8.    Hydraulic pumps and motors (36 volt) from the Raymond Reach Truck models
      21 and 31 (except 31 traction motor) which are in production at the time
      of first shipment of JVC Reach Truck "Products".

Items specifically excluded, not available to the JVC, are:

1. Certain overhead guard styling features.

2. Control handles other than the brand "X" handle.

3. All external, non-structural covers.

4. Transmissions from the model 20 and 21.

5.  All miscellaneous items excluded on page 3.





<PAGE>

ORDERPICKER

Except as identified below the available industrial property shall include the
tractor frame with internal bracketry, hydraulic components, standard masts, and
standard platform from the Raymond model 152 and 162 orderpickers. Also included
are all standard options available on standard Raymond orderpickers at the time
of first shipment of JVC orderpickers. This will include the following which are
in production at the time of first shipment of the JVC Orderpicker "Products":

1.    24 and 36 volt lift, traction, and auxiliary motors, hydraulic pumps,
      related valving and plumbing from Raymond models 152 and 162.

2.    Standard transmission (Hurth 300)

3.    Wire guidance (5.2 and 6.25 KHz) and line drivers

4.    Electronic steer and power steering

5.    All standard three stage and two stage masts (up to 315" EH)

The following is a listing of industrial property not available to the JVC:

1.    All external, non-structural covers.

2.    The styling and appearance of the lift/lower/traction control handle.

3.    The overhead guard design and light package.

4.    Side gates

5.    intellispeed TM

6.    All miscellaneous items excluded on page 3.

WALKIE

The Raymond Transitor models 111, 112, 113, 114, and the model 19 Elf as offered
at the time of first shipment of the equivalent JVC product. Excluded items are
those set forth as miscellaneous items on page 3.
<PAGE>

PATENTS

Other patents, their foreign derivatives, and the knowhow to apply the teachings
therefrom:

         4,813,512          Idler Wheel Assemblies
         4,762,203          Lift Truck Lowering System
         4,754,837          Lift Truck Steering Apparatus
         4,721,187          Lift Truck Mast Structure
         4,534,433          Material Handling Vehicle
         4,307,329          Wire Guidance Method and Apparatus
         3,778,080          Lift Truck Load Wheel Arrangement
         3,738,665          Hydraulic Seals
         3,424,475          Lift Truck Suspension System
         3,392,797          Steering and Suspension Systems for Motorized Lift
         3,389,325          System to Disconnect A Motor Responsive to Low
                            Batt Voltage
         3,370,337          Ball Bearing Manufacturing Method
         3,370,333          Ball Bearing Manufacturing Method
         3,332,728          Hardened Racewire Ball Bearing
         3,280,933          Disc Brake Arrangements For Industrial Truck
         3,275,926          Direct Current Control Systems
         3,259,365          Rack and Pinion Load Manipulator

MISCELLANEOUS

Included items are:

1.    Battery Pullers

2.    Battery Stand

3.    Optional (large waist size) safety belts

4.    All stability and performance information relevant to the appli- ation of
      JVC "Products".

5.    General hardware common to other Raymond products such as bearings,
      bushings, fasteners, gears, hoses, fittings, connectors, and wire.
<PAGE>

Excluded items are:

1.    Raymond manuals, publications, and product literature

2.    Tires: red Ray-DLTM

3.    Raymond orange paint

4.    Raymond trademarks and logos

5.    intellidrive TM traction controller

6.    intellidrive2 TM controls and associated designs, patents, know how, and
      components.

7.    Designs relating to Raymond products other than those specifically
      indentified above.

                   CATERPILLAR INDUSTRIAL PROPERTY - EXHIBIT 3

Patents, designs, computer programs and data, drawings and specifications, trade
secrets, know-how, analytical and test methods and information and technology as
applied to:

Microcommand integrated traction/steering/implement control systems including
controllers, software, motors, sensors, instrumentation and DC-DC converters.

Integral Hydraulic Power Steering Systems.

Industrial design (styling and ergonomics)