AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS  AGREEMENT is made this ___ day of _________, 1998, by and between THE
GRADALL  COMPANY,  an  Ohio  corporation  (the "Company"), and DAVID S. WILLIAMS
("Executive").

     WITNESSETH  THAT:

     WHEREAS,  the  Executive  has  been  employed  by  the  Company as its Vice
President  of  Marketing  and  Sales  pursuant  to  the  terms  of an employment
agreement  by  and between the Company and the Executive dated January 13, 1986,
as  restated and amended by agreements dated July 17, 1989, February 5, 1993 and
October  13,  1995  (the  "Prior  Employment  Agreement");

     WHEREAS,  the  Company  and  the  Executive desire to amend and restate the
Prior  Employment  Agreement  to  provide  for  the  continued employment of the
Executive  upon  the  terms  and  conditions  hereinafter  set  forth;  and

     WHEREAS,  the Executive's services are of great value to the Company and it
is  recognized  that  substantial inducement must be offered to the Executive in
order  that  the  Company  may  retain    his  services.

     NOW,  THEREFORE,  in  consideration of the mutual covenants hereinafter set
forth,  the  parties  agree  as  follows:

     SECTION  1.    DUTIES.  The Company hereby agrees to continue to employ the
Executive  as  Vice  President  of  Marketing  and Sales of the Company, and the
Executive  hereby  agrees  to  continue to serve the Company in that capacity in
accordance  with  the  terms  and  conditions  set  forth  herein:

     (a)     The  Executive shall be vested with all powers and rights attendant
to  the  office  of  Vice  President of Marketing and Sales, and shall have full
authority  and  responsibility,  subject  to the general direction, approval and
control  of  the Board of Directors of the Company, to formulate policies, carry
out  his duties and administer the Company in all respects relative to the sales
and  marketing  of  the  Company's  products.

     (b)     If  elected  or appointed  by the Board of Directors, the Executive
shall  serve  as  a  director  of  the  Company without additional compensation.

     (c)     During  the term  of this Agreement, the Executive shall devote all
of  his  business  time,  attention,  energy and skill to the performance of the
duties  and  services  described  herein,  and  shall  not  engage  directly  or
indirectly in any other business activity, whether or not such business activity
is  pursued  for  gain,  profit  or  other  pecuniary advantage, except with the
written  consent  of  the  Company's  Board  of  Directors,  provided,  that the
provisions of this Section 1(c) shall not restrict the Executive's investment of
his  personal  assets  or  the  Executive's  participation  in any professional,
academic  or  civic  activity.

     SECTION  2.  TERM.  Subject to prior termination as set forth in Section 10
hereof, the term of the Executive's employment under this Agreement shall be for
a  period  of  one  year,  beginning  on  the  date  hereof, which term shall be
automatically  renewed  for  successive one year periods until terminated as set
forth  in  Section  10  hereof; provided, however, that upon the occurrence of a
Change  in  Control,  as hereinafter defined, the term of this Agreement and the
Executive's  employment hereunder shall continue for a period of three (3) years
beginning  on  the  date  of  such  Change  in  Control.

     SECTION  3.    COMPENSATION.    The  Company  shall pay to the Executive as
compensation for his services hereunder a base salary of One Hundred Forty-seven
Thousand  Dollars  ($147,000.00)  per  year,  payable  in  equal  semi-monthly
installments,  subject  to  withholding  and other applicable taxes.  The salary
provided herein shall be subject to adjustment based on annual reviews conducted
by  the  Company  (as  so  adjusted  from  time  to  time,  "Base  Salary").

     SECTION  4.    INCENTIVE  COMPENSATION.  The Executive shall be entitled to
participate  in any incentive compensation plans established by the Company from
time  to  time.

     SECTION  5.    EXPENSES.    The Executive is authorized to incur reasonable
expenses  in  connection with the business of the Company and the performance of
his  duties  hereunder, including expenses for entertainment, travel and similar
items.    The  Company will pay or reimburse the Executive for all expenses upon
the  presentation  by  the Executive of an itemized account of such expenditures
and  any other documentation or substantiation of expenses which may be required
for  compliance  with  applicable  state  and  federal  tax  laws.

     SECTION  6.   VACATIONS.  The Executive shall be entitled to four (4) weeks
of vacation each year, during which time his compensation shall be paid in full.

     SECTION  7.    AUTOMOBILE  ALLOWANCE.    During the term of the Executive's
employment hereunder, the Company shall provide the Executive with a monthly car
allowance  in  accordance with the Company's policy in effect at the date hereof
for  all  expenses  incurred in connection with the maintenance of an automobile
for  the  Executive's  business  use  including, but not limited to, acquisition
costs,  fuel, maintenance and insurance.  The Company shall pay to the Executive
such  additional  amount  as may be necessary to reimburse the Executive for any
federal,  state  or  local  income  taxes  the Executive is required to pay as a
result  of the Company's payments pursuant to this Section 7, including such tax
reimbursement  payments.

     SECTION  8.    EXECUTIVE  BENEFITS.  The Executive shall be entitled to all
benefits  offered  by  the Company to any of its executive or salaried employees
including,  but  not limited to, major medical health insurance, hospitalization
insurance,  life  insurance,  travel  and  accident  insurance,  and  disability
insurance, including, but not limited to, those benefits the Executive currently
receives  from  the  Company.

     SECTION  9.   DEFERRAL OF COMPENSATION.  The Executive shall be entitled to
participate  in  the  Company's  Supplemental  Executive Retirement Plan and any
other  deferred  compensation  program  maintained  by  the  Company.

     SECTION  10.    TERMINATION.    The Executive's employment hereunder may be
terminated  in  accordance  with  the  following  terms  and  conditions:

     (a)     The Company may terminate  the  Executive's employment hereunder at
any  time  prior  to a Change in Control (as defined below), without cause, upon
ninety  (90)  days  written  notice  to  Executive.  However, in such event, the
Company  shall  pay  or  provide  to  the  Executive

          (i)          a severance allowance of at least twelve (12) months Base
Salary  (less  all  amounts  required to be withheld and deducted), payable on a
monthly  basis,  starting  on  the  last  day  of the first full month following
termination;

          (ii)     all amounts the Executive would have received under the Short
and  Long  Term  Management  Incentive  Plans  (less  all amounts required to be
withheld  and  deducted)  during  the  twelve  (12)  month  period following the
effective  date  of  such  termination;  and

          (iii)          benefits equivalent to those previously received by the
Executive  including, but not limited to, benefits provided under Sections 7 and
8  of  this  Agreement, for the twelve (12) month period following the effective
date  of  such  termination.

     (b)     The Company may terminate the Executive's employment hereunder upon
ninety  (90)  days  written  notice  to  the  Executive,  in  the event that the
Executive  has  been  unable  to  perform  his  duties  by  reason of illness or
incapacity,  which  inability  continues  for a consecutive twelve month period,
provided,  that the Executive is receiving the full benefit amount payable under
the  group  disability  insurance  maintained  by  the  Company.

     (c)     Notwithstanding  anything herein to the contrary, the Company shall
have the right to terminate the Executive's employment hereunder, effective upon
written  notice of such termination, and shall not have an obligation to pay any
amounts  provided  under Section 10(a) or 10(e) hereof upon the happening of any
of  the  following  events:


          (i)          the  failure  by the Executive to observe the restrictive
covenants  set forth in Sections 11, if applicable, and 12 hereof, as determined
by  a  court  of  competent  jurisdiction;

          (ii)          the  commission  by the Executive of a material theft or
embezzlement  of  Company  property;

          (iii)         the conviction of the Executive for a crime resulting in
injury  to  the  business  or  property  of  the  Company;  or

          (iv)     the commission of any act by the Executive in the performance
of  his duties hereunder adjudged by a court of competent jurisdiction to amount
to  gross,  willful  or  wanton  negligence.

     (d)     The  Executive  may terminate  his employment with the Company upon
ninety (90) days written notice to the Company.  Upon the effective date of such
termination,  the  Company  shall  have no further obligation to pay any amounts
provided  for in this Agreement, except as set forth in Sections 10(e) and 10(h)
hereof.

     (e)     In the event  the  Executive's  employment with the Company (or any
successor  company)  is  terminated within three (3) years following a Change in
Control  and  such  termination  is due to the Executive's dismissal (other than
pursuant  to  Sections  10(b) or 10(c)), or the Executive's resignation for Good
Reason,  as  hereinafter defined, the Company (or such successor company) shall:

          (i)          continue  to  pay the Executive for a period equal to the
remaining  term  of  this Agreement as set forth in Section 2 (the "Continuation
Period") (A) his Base Salary, including any portion thereof the receipt of which
the  Executive  may previously have elected to defer, plus (B) for each month in
the Continuation Period, 1/12 of his incentive compensation awarded with respect
to  services  rendered  during  the  calendar  year  preceding  such termination
(including  any  portion  thereof  which  the Executive elected to defer), which
incentive compensation shall in no event be less than forty percent (40%) of his
Base  Salary  for  such  year,

          (ii)          continue for the duration of the Continuation Period the
Executive's  participation  in the major medical, health, hospitalization, life,
travel  and  accident and disability insurance plans or programs provided to the
Executive  prior to the Change in Control, or provide equivalent benefits, at no
cost  to  him,

          (iii)          provide a monthly car allowance during the Continuation
Period  in  an amount not less than the amount of such allowance provided during
the  calendar  year  preceding  such  termination,

          (iv)     treat the Executive as if he had retired at the expiration of
the  Continuation  Period  at age 60 for the purpose of determining benefits due
and  payable  to  him  under  the  Company's  Employees' Retirement Plan and The
Gradall  Company  Benefit  Restoration  Plan,

          (v)         provide the Executive with outplacement services by a firm
selected  by  the  Executive,  at the expense of the Company, in an amount up to
fifteen  percent  (15%)  of  the  Executive's  Base  Salary,  and

          (vi)      provide the Executive with the benefits set forth in Section
15.

     (f)     The term  "Change in  Control" shall  mean the occurrence of any of
the  following  events:  (i)  the  Company  or Gradall Industries, Inc. sells or
transfers  all or substantially all its assets to another corporation or entity,
(ii)  the  Company  or  Gradall  Industries, Inc. is merged or consolidated with
another  corporation  and  as  a  result  thereof  less  than  a majority of the
outstanding  voting  securities  of  the  surviving or resulting corporation are
owned  in  the  aggregate  by  the  holders  of shares of the Company or Gradall
Industries,  Inc.,  as  the  case  may  be,  immediately prior to such merger or
consolidation, (iii) twenty-five percent (25%) or more of the outstanding voting
securities  of  Gradall  Industries,  Inc.  become  owned  (whether  directly,
indirectly,  beneficially  or  of  record)  by  any  person or group (within the
meaning  of  Section  13(d)  or  Section 14(d) of the Securities Exchange Act of
1934),  other  than MLGA Fund II, L.P. or a pension, retirement, profit sharing,
employee  stock  ownership  or  other  employee  benefit  plan of the Company or
Gradall  Industries,  Inc.,  and the percentage of voting securities so owned by
such  person  or group exceeds the percentage of voting securities then owned by
MLGA  Fund  II, L.P. or (iv) the individuals who, at the beginning of any period
of  two consecutive years, constituted the directors of Gradall Industries, Inc.
cease  for  any reason to constitute a majority thereof (provided, however, that
for  purposes  of  this  clause  (iv),  each  new  director whose nomination for
election  was approved by the vote of at least two-thirds of the directors still
in  office who were directors at the beginning of any such period will be deemed
to  have  been  a  director of Gradall Industries, Inc. at the beginning of such
period.    The  term  "Good  Reason"  shall  mean  (i) a material breach of this
Agreement  by  the Company or its successor, (ii) a reduction in the Executive's
responsibilities,  authority,  compensation  or  employee benefits, or (iii) the
relocation  of  the  Executive's  principal  work place without his consent to a
location  outside  the  New  Philadelphia,  Ohio,  metropolitan  area.

     (g)     Any  termination  of  the  Executive's  employment  by  the Company
following the commencement of any discussions with a third party that ultimately
results  in  a  Change  in  Control  shall  be deemed to be a termination of the
Executive's  employment  after  a  Change  in  Control.

     (h)     In the event  of  termination  pursuant to  Sections  10(a), 10(b),
10(c),  10(d) or 10(e) hereof, the Executive shall receive the entire balance of
any sums earned by him prior to termination and such other benefits which may be
due  him  including,  but not limited to, a prorata portion of amounts earned by
the  Executive under any incentive compensation plans maintained by the Company.
on,  and  shall  not  have  a


     (i)     Upon termination  of  his employment, for any reason, the Executive
shall promptly surrender to the Company all property provided him by the Company
for  use  in  relation  to his employment, and, in addition, the Executive shall
surrender to the Company any and all documents, files, records or other material
and  information  of  or  pertaining  to the Company or its business operations.

     (j)     The  Company (or any successor  company) shall pay or reimburse the
Executive  for all costs and expenses including, without limitation, court costs
and  reasonable  attorneys'  fees,  incurred by Executive in connection with any
claim,  action  or  proceeding  brought to enforce or interpret any provision of
this  Section  10 or challenging the validity or enforceability of any provision
thereof.

     SECTION 11.  NON-COMPETITION.  During the period of his employment with the
Company  and for a period of six months after any termination of his employment,
other  than a termination following a Change in Control, the Executive covenants
and  agrees  that  he  shall  not  do  any  of  the  following:

     (a)     Own, manage, operate,  join,  control,  be employed by, participate
in,  or be connected in any manner with the ownership, management, operation, or
control  of  any  business  that  is  competitive  with  the types of businesses
conducted  by  the  Company  at  that time within any areas in which the Company
intends  to  conduct  business,  as  known to Executive by reason of Executive's
affiliation  with  the  Company.    Nothing herein shall prohibit Executive from
owning  stock  or  other  securities  of a competitor, provided that Executive's
equity  interest  shall  not  exceed  five percent (5%) of the total outstanding
stock  of  such  competitor,  and provided Executive, in fact, does not have the
power  to  control  or  direct the management or policies of such competitor and
does not serve as a director or officer thereof, and is not otherwise associated
with  any  competitor,  except  as  consented  to  by  the  Company.

     (b)     Induce  or  influence any  employee, independent contractor, agent,
customer  or  supplier  of  the  Company to terminate or curtail his, her or its
employment  or  business  relationship  with  the  Company.

     (c)     Solicit or  sell  any product  or service which is competitive with
those offered by the Company to any customer which did business with the Company
at  any  time  during  the  term  of  Executive's  employment  with the Company.

     SECTION  12.   CONFIDENTIALITY.  During the period of his employment by the
Company  and  for  a period of six (6) months following its termination, for any
reason,  the  Executive covenants and agrees that he shall not use, disseminate,
or  disclose,  for  his  own  benefit,  or  for the benefit of any person, firm,
business,  or  other  entity,  any  confidential  information  pertaining to the
Company unless such information is first made public by the Company; the Company
authorizes,  in  writing,  the  use,  dissemination,  or  disclosure  of  such
information;  or  as  otherwise  required  by  law.    For  purposes  of  this
subparagraph,  confidential  information  is  information which is not generally
known  to  the Company's industry, and relates, by way of example and not by way
of  limitation,  to  the Company's manufacturing process, cost and pricing data,
supply  sources,  contracts,  and  customer  lists.

     SECTION  13.    MITIGATION.    The Executive shall not be obligated to seek
other  employment  following  termination  of employment hereunder; however, any
amounts  owing to Executive under Sections 10(a) or 10(e) (other than subsection
(ii)  thereof)  of  this Agreement shall be offset against all amounts earned by
the  Executive  from  other employment (including self employment) beginning one
year  after  termination  of employment hereunder.  The Executive's entitlements
under  Section  10(e)(ii)  shall  terminate  immediately  upon  the  Executive's
becoming  entitled  to  coverage  of  a  similar nature under benefit plans of a
subsequent  employer, subject to the Executive's rights to continuation coverage
under  the  Company's  plans  at  his  expense  under  COBRA.

     SECTION  14.    GOLDEN PARACHUTE EXCISE TAX.  (a) If any of the payments or
benefits received or to be received by the Executive in connection with a Change
in Control or the Executive's termination of employment (whether pursuant to the
terms  of  this  Agreement  or  any  other plan, arrangement or agreement) (such
payments  or  benefits,  excluding  the  Gross-Up  Payment  defined below, being
hereinafter  referred  to as the "Total Payments") will be subject to the excise
tax imposed under Section 4999 (the "Excise Tax"), then the provisions of either
subclause (i) or (ii) of this section shall apply: (i) if the Total Payments are
less than 115% of the maximum amount of such payments that could be made without
imposition  of  Excise  Tax  (the "Safe Harbor Amount"), then the Total Payments
will  be  reduced to the Safe Harbor Amount; or (ii) if the Total Payments equal
or exceed 115% of the Safe Harbor Amount, the Company shall pay to the Executive
an  additional amount (the "Gross-Up Payment") such that the net amount retained
by  the  Executive,  after deduction of any Excise Tax on the Total Payments and
any federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up  Payment,  shall  be  equal  to  the  Total  Payments.

     (b)     The  calculations necessary to give effect to this section shall be
performed  by  the  accounting firm which was immediately prior to the Change in
Control,  the  Company's  independent  auditor (the "Auditor").  For purposes of
determining whether any of the Total Payments will exceed the Safe Harbor Amount
and the amount of the Excise Tax, if any, (i) all of the Total Payments shall be
treated as "parachute payments" (within the meaning of section 280G(b)(2) of the
Code)  unless,  in  the  opinion  of  tax  counsel  ("Tax  Counsel")  reasonably
acceptable  to  the  Executive  and  selected  by  the Auditor, such payments or
benefits  (in  whole or in part) do not constitute parachute payments, including
by  reason  of  section  280G(b)(4)(A)  of  the Code, (ii) all "excess parachute
payments"  within the meaning of section 280G(b)(1) of the Code shall be treated
as  subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess
parachute  payments  (in whole or in part) represent reasonable compensation for
services  actually  rendered (within the meaning of section 280G(b)(4)(B) of the
Code) in excess of the Base Amount allocable to such reasonable compensation, or
are  otherwise not subject to the Excise Tax, and (iii) the value of any noncash
benefits  or  any deferred payment or benefit shall be determined by the Auditor
in  accordance  with  the principles of sections 280G(d)(3) and (4) of the Code.
For  purposes  of  determining the amount of the Gross-Up Payment, the Executive
shall  be  deemed  to  pay  federal  income  tax at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be  made  and  state  and  local  income  taxes  at the highest marginal rate of
taxation  in  the state and locality of the Executive's residence on the date of
termination  of employment, net of the maximum reduction in federal income taxes
which  could  be  obtained  from  deduction  of  such  state  and  local  taxes.

     (c)     In  the event that subclause (i) of this Section 14(a) applies, the
Executive and the Company shall jointly agree on the allocation of any reduction
in  the  Total  Payments.

     (d)     The  provisions  of this Section 14 shall be applied without giving
effect  to  any  cap  or limitation on benefits under the Company's Supplemental
Executive  Retirement Plan that is intended to avoid Excise Tax, and the Company
hereby  waives  the  application  of   any  such  provision  to  the  Executive.

     SECTION  15.    SUPPLEMENTAL  RETIREMENT  BENEFITS.   In the event that the
Executive's  employment  is  terminated under circumstances entitling him to the
payments  and  benefits  set  forth  in  Section  10(e),  the Executive shall be
entitled  to  the  following  additional  benefits:

     (a)          Under the Company's Supplemental Executive Retirement Plan (i)
three  years  of  additional service credit for vesting purposes; and (ii) three
additional  years  of Company contributions, each in an amount not less than the
Company  contribution  for  the  year  prior  to  the  year  of  termination  of
employment.

     (b)          Under the Amended and Restated Deferred Compensation Agreement
between the Executive and the Company dated August 30, 1995, the Executive shall
be  treated  as  if  he  had  retired  from  the  Company  on  or  after age 60.

     SECTION  16.  NOTICES.  Any notice required or desired to be given pursuant
to  this Agreement shall be in writing and sent by certified mail to the parties
at  the  following addresses, or to such other addresses as either may designate
in  writing  to  the  other  party:


          To  the  Company:   The  Gradall  Company
                              406  Mill  Avenue  S.W.
                              New  Philadelphia,  Ohio    44663

          To  Executive:      David  S.  Williams
                              5601  Foxchase  Avenue  N.W.
                              Canton,  Ohio    44718

     SECTION  17.  WAIVER.  Failure to insist upon strict compliance with any of
the  terms, covenants, or conditions hereof shall not be deemed a waiver of such
term,  covenant,  or  condition,  nor  shall any waiver or relinquishment of any
right  or  power  hereunder  at  any  one  or  more  times be deemed a waiver or
relinquishment  of  such  right  or  power  at  any  other  time  or  times.

     SECTION  18.    SEVERABILITY.  The  invalidity  or  unenforceability of any
provision  hereof  shall  in no way affect the validity or enforceability of any
other  provision.   In the event that any part of a covenant contained herein is
determined  by  a court of law to be invalid, a judicially enforceable provision
shall  be  substituted  in its place.  Any covenant so modified shall be binding
upon  the  parties and shall have the same force and effect as if originally set
forth  in  this  Agreement.

     SECTION  19.  MODIFICATION.  This Agreement may be amended only in writing,
signed  by  both  parties  hereto.

     SECTION  20.    HEADINGS.   The headings in this Agreement are inserted for
convenience  only  and are not to be considered a construction of the provisions
thereof.

     SECTION  21.   ASSIGNMENT.  The Executive acknowledges that the services to
be  rendered by him are unique and personal.  Accordingly, the Executive may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement.    However,  the  rights  and  obligations  of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and  assigns of the Company including, but not limited to, any corporation which
may  acquire  all  or substantially all of the Company's assets and business, or
which  may  be  consolidated  or  merged  with  or  into  the  Company.

     SECTION 22.  GOVERNING LAW.  This Agreement shall be construed and enforced
in  accordance  with  the  laws  of  the  State  of  Ohio.

     SECTION  23.  NOVATION.  This Agreement terminates and supersedes the Prior
Employment  Agreement.

     SECTION  24.    ENTIRE  AGREEMENT.    This Agreement constitutes the entire
understanding and agreement between the Company and the Executive with regard to
all  matters  herein.    There  are  no  other  agreements,  conditions  or
representations,  oral  or  written,  express  or  implied, with regard thereto.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and  year  first  above  written.

                                   THE  GRADALL  COMPANY



                                   By: /s/ Sangwoo Ahn
                                       Sangwoo Ahn
                                       ---------------
                                       Chairman




                                   /s/ David S. Williams
                                   ---------------------
                                   David  S.  Williams