GRADALL INDUSTRIES, INC.
                             1998 STOCK OPTION PLAN


     1.          General.  This Stock Option Plan (the "Plan") provides eligible
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employees  of  Gradall Industries, Inc., a Delaware corporation (the "Company"),
and  its  subsidiaries  with  the  opportunity to acquire or expand their equity
interest in the Company by making available for purchase shares of Common Stock,
par value $.001 per share, of the Company ("Common Stock"), through the granting
of nontransferable options to purchase shares of Common Stock ("Stock Options").
Stock  Options  shall be referred to herein as "Grants", and an individual grant
of  Stock  Options  shall  be  referred  to  herein  as  a  "Grant".

     It  is  intended  that key employees may be granted, simultaneously or from
time  to time, Stock Options that qualify as incentive stock options ("Incentive
Stock  Options")  under  Section  422  of  the Internal Revenue Code of 1986, as
amended  (the  "Code"), or Stock Options which do not qualify as Incentive Stock
Options  ("Non-Qualified  Stock  Options").    With  respect  to Incentive Stock
Options  granted  under  this  Plan, the Plan and Option Agreements entered into
pursuant to this Plan shall be administered and construed in a manner consistent
with  the  requirements  of  Section  422  of  the  Code.

     The Plan is intended to conform to the extent necessary with all provisions
of the Securities Act of 1933, as amended (the "Securities Act"), the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  and  any and all
regulations  and  rules  promulgated  by  the Securities and Exchange Commission
thereunder,  including,  without  limitation,  Rule  16b-3.    The Plan shall be
administered,  and  Stock Options shall be granted and may be exercised, only in
such  a manner as to conform to such laws, rules and regulations, if applicable.

     2.          Purpose  of  the  Plan.   The purpose of the Plan is to provide
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continuing  incentives  to key employees of the Company and its subsidiaries, by
encouraging  such  key employees to acquire new or additional share ownership in
the  Company,  thereby  increasing  their  proprietary interest in the Company's
business  and  enhancing  their personal interest in the Company's success.  For
purposes  of  the Plan, a "subsidiary" consists of any corporation fifty percent
(50%) of the stock of which is directly or indirectly owned or controlled by the
Company.

     3.        Effective Date of the Plan.  The Plan shall become effective upon
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its  adoption by the Board of Directors of the Company (the "Board"), subject to
approval  by  holders  of a majority of the outstanding shares of voting capital
stock  of the Company.  If the Plan is not so approved within twelve (12) months
after  the  date  the Plan is adopted by the Board, the Plan and any Grants made
hereunder  shall  be  null  and  void.  However,  if the Plan is so approved, no
further  shareholder  approval  shall  be required with respect to the making of
Grants  pursuant  to  the  Plan.

     4.       Administration of the Plan.  The Plan shall be administered by the
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Board.    Subject  to  the terms and conditions of the Plan, the Board, shall be
authorized  and  empowered:

          a.          To  select  the  key employees to whom Grants may be made;

          b.     To determine the number of shares of Common Stock to be covered
by  any  Grant;

          c.      To prescribe the terms and conditions of any Grants made under
the  Plan, and the form(s) and agreement(s) used in connection with such Grants,
which shall include agreements governing the granting of Stock Options which may
provide  that  the stock which is the subject of any such Grant shall be subject
to  the  restrictions on transfer contained in any agreement in effect among the
Company  and  one  or  more  of  its  stockholders;

          d.          To  determine the time or times when Stock Options will be
granted  and  when  they  will  terminate  in  whole  or  in  part;

          e.          To determine the time or times when Stock Options that are
granted  may be exercised; provided, however, that unless the Board specifically
determines  otherwise  in any individual instance, the standard vesting schedule
for  Stock  Options  granted hereunder shall be three equal yearly installments;

          f.       To determine, at the time a Stock Option is granted under the
Plan,  whether  such  Stock  Option is an Incentive Stock Option entitled to the
benefits  of  Section  422  of  the  Code;  and

          g.        To establish any other Stock Option agreement provisions not
inconsistent  with  the  terms  and  conditions  of the Plan or, where the Stock
Option  is  an  Incentive Stock Option, with the terms and conditions of Section
422  of  the  Code;  and

          h.     Make any other determination and take any other action that the
Board  deems  necessary  or  desirable  for  the  administration  of  the  Plan.

     5.     Employees Eligible for Grants.  Grants may be made from time to time
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to  those key employees of the Company or its subsidiaries who are designated by
the  Board in its sole and exclusive discretion.  Key employees may include, but
shall  not  necessarily  be  limited  to,  members  of  the  Board  of Directors
(excluding  members  of  the  Committee)  and  officers  of  the Company and any
subsidiary;  however, Stock Options shall be granted to key employees only while
actually  employed  by  the  Company  or a subsidiary.  No Stock Option shall be
granted  to any key employee during any period of time when such key employee is
on  a  leave  of  absence.

     6.      Stock Subject to the Plan.  The shares to be issued pursuant to any
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Grant  made  under  the  Plan shall be shares of Common Stock.  Either shares of
Common  Stock held as treasury stock or authorized and unissued shares of Common
Stock,  or  both, may be so issued, in such amount or amounts within the maximum
limits  of  the  Plan  as  the  Board  shall  from  time  to  time  determine.

     Subject  to the provisions of the next succeeding paragraph of this Section
6,  the  aggregate  number of shares of Common Stock that can be actually issued
under  the  Plan  shall  be  300,000  shares.

     If,  at  any  time subsequent to the adoption of this Plan by the Board the
number  of issued and outstanding shares of Common Stock increases or decreases,
or  the Common Stock is changed into or exchanged for a different number or kind
of  shares  of  stock  or other securities of the Company as a result of a stock
split,  stock  dividend, combination of shares, reclassification, redesignation,
recapitalization or other similar capital change): (i) there shall automatically
be  substituted  for  each  share  of Common Stock subject to the Plan and to an
unexercised  Stock  Option  (in  whole  or  in part) granted under the Plan, the
number  and kind of shares of stock or other securities into which each share of
outstanding Common Stock shall be changed or for which each such share of Common
Stock shall be exchanged; and (ii) the option price per share of Common Stock or
unit  of  securities shall be increased or decreased proportionately so that the
aggregate  purchase  price  for  the  securities subject to a Stock Option shall
remain  the  same  as  immediately  prior  to  such  event.   In addition to the
foregoing,  the  Board  shall  be  entitled  in  the event of any such increase,
decrease  or exchange of shares of Common Stock to make other adjustments to the
securities  subject  to  a  Stock Option, the provisions of the Plan, and to any
related Stock Option agreements (including adjustments which may provide for the
elimination  of  fractional  shares) where necessary (under Section 422(a)(2) of
the  Code  or  otherwise)  to  preserve  the  terms and conditions of any Grants
hereunder.

     7.          Stock  Option  Provisions.
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          a.       General.  The Board may grant to key employees (also referred
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to as "optionees") nontransferable Stock Options that qualify as Incentive Stock
Options  under  Section  422 of the Code or Non-Qualified Stock Options .  Stock
Options  shall  only  be  granted under this Plan within ten (10) years from the
earlier of (i) the date this Plan is adopted by the Board and (ii) the date this
Plan  is  approved  by  the  stockholders  of  the  Company.

          b.     Stock Option Price.  The option price per share of Common Stock
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which  may  be purchased under an Incentive Stock Option under the Plan shall be
determined  by  the  Board  at the time of Grant, but shall not be less than one
hundred  percent  (100%)  of  the  fair market value of a share of Common Stock,
determined  as of the date such Option is granted; however, if a key employee to
whom  an  Incentive Stock Option is granted is, at the time of the grant of such
Option,  an  "owner"  as  defined  in Section 422(b)(6) of the Code (modified as
provided  in  Section  424(d) of the Code) of more than ten percent (10%) of the
total  combined  voting  power  of  all  classes  of stock of the Company or any
subsidiary (a "Substantial Shareholder"), the price per share of Common Stock of
such  Incentive Stock Option, as determined by the Board, shall not be less than
one  hundred  ten  percent  (110%) of the fair market value of a share of Common
Stock  on  the date such Incentive Stock Option is granted. The option price per
share  of Common Stock under each Non-Qualified Stock Option granted pursuant to
the  Plan  shall  be  determined  by  the Board at the time of Grant.  Except as
specifically  provided  above,  the fair market value of a share of Common Stock
shall  be  the  last reported sales price of the Common Stock as reported by The
Nasdaq  National Market on the last business day prior to the date of the Grant.
If  the  Common  Stock  is  not included in The Nasdaq National Market, the fair
market  value  of  the  Common  Stock  shall  be  determined  in accordance with
procedures  to be established by the Board.  The day on which the Board approves
the granting of a Stock Option shall be considered the date on which such Option
is  granted.

          c.        Period of Stock Option.  The Board shall determine when each
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Stock  Option  is  to  expire.    However,  no  Incentive  Stock Option shall be
exercisable after the expiration of ten (10) years from the date upon which such
Option  is  granted,  or  five (5) years from the date upon which such Option is
granted,  with  respect  to  Incentive  Stock  Options  granted to a Substantial
Shareholder.

          d.     Limitation on Exercise and Transfer of Stock Options.  Only the
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key  employee to whom a Stock Option is granted may exercise such Option, except
where  a guardian or other legal representative has been duly appointed for such
employee, and except as otherwise provided in the case of such employee's death.
No  Stock  Option  granted  hereunder shall be transferable by an optionee other
than  by  will or the laws of descent and distribution.  No Stock Option granted
hereunder  may  be pledged or hypothecated, nor shall any such Option be subject
to  execution,  attachment  or  similar  process.

          e.          Payment  for  Stock Option Price.  A Stock Option shall be
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exercised  by  an optionee giving written notice to the Company of his intention
to  exercise the same, accompanied by full payment of the purchase price in cash
or  by  check.   The Board may, in its sole discretion, approve other methods of
exercise  for  a  Stock  Option or payment of the option price, provided that no
such method shall cause any Incentive Stock Option granted under the Plan to not
qualify under Section 422 of the Code, or cause any share of Common Stock issued
in  connection  with  the  exercise  of  an  option  not  to be a fully paid and
non-assessable  share  of  Common  Stock.

          f.         Limitation on Exercisable Stock Option.  No Incentive Stock
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Option  shall  be granted to any optionee, to the extent that the aggregate fair
market  value of the shares of Common Stock subject to such Option and all other
Incentive  Stock  Options granted to such optionee, which are first eligible for
exercise  in  any  given  calendar year, exceeds the sum of One Hundred Thousand
Dollars  ($100,000.00).  Such aggregate fair market value shall be determined as
of  the  date such Option is granted, taking into account, in the order in which
granted,  any  other  Incentive  Stock  Options  granted by the Company, or by a
parent  or  subsidiary  thereof.

          g.       Withholding of Taxes.  The Board may, in its sole discretion,
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require,  as  a  condition  to  any Grant or to the delivery of certificates for
shares  issued  thereunder,  that  the optionee pay to the Company, in cash, any
federal,  state  or  local taxes of any kind required by law to be withheld with
respect  to  any  Grant  or any delivery of shares of Common Stock upon exercise
thereof.    The  Company, to the extent permitted or required by law, shall have
the  right  to  deduct  from  any  payment of any kind (including salary, bonus,
severance of insurance proceeds) otherwise due to an optionee any federal, state
or  local  taxes  of any kind required by law to be withheld with respect to any
Grant  or  to  the  delivery  of  shares  of  Common  Stock  under  the  Plan.

     8.         Termination of Employment.  A Stock Option may be exercised only
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while the optionee is an employee of the Company or a subsidiary or within three
(3)  months after the termination of employment for any reason other than death,
retirement,  "permanent  and total disability" (as defined below) or termination
for "cause" (as defined below).  Neither the optionee nor any other person shall
have  any right after such date to exercise all or any part of his Stock Options
and they shall thereupon be forfeited, declared void and without value, or both.

     If  termination  of  employment  is  due  to  death  or permanent and total
disability,  then outstanding Stock Options may be exercised, to the extent they
were  exercisable  on the date of such termination of employment, within the one
(1)  year  period ending on the anniversary of such death or permanent and total
disability.    If  termination  of employment is without cause or as a result of
retirement,  such  Stock  Options  may  be  exercised,  to  the extent they were
exercisable  on  the  date  of  such termination of employment, within three (3)
months  of the date of such termination.  In the case of death, such outstanding
Stock  Options  may  be  exercised  by  such  optionee's  estate,  or the person
designated  by  such optionee by Will, or as otherwise designated by the laws of
descent  and distribution.  Notwithstanding the foregoing, in no event shall any
Stock  Option  be  exercisable  after  the  expiration  of  the  option  period.

     For purposes hereof, "permanent and total disability" means a permanent and
total  disability  as  defined  in  Section  22(e)(3) of the Code.  For purposes
hereof,  termination  for "cause" means termination of the employee's employment
by the Company as a result of (i) conviction of the employee for a felony or for
any  crime or offense lesser than a felony involving the property of the Company
or  a  subsidiary; (ii) conduct by the employee that has caused demonstrable and
serious  injury  to the Company or a subsidiary, monetary or otherwise; or (iii)
substandard  performance,  or  material  misconduct  or  negligence  in  the
performance,  of  the employee's duties in the reasonable judgment of the Board.

     9.     Merger, Sale, etc.  In the event of a merger, consolidation or other
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corporate  reorganization  of  the Company with respect to which the outstanding
shares  of Common Stock of the Company are to be converted into or exchanged for
cash, debt or equity securities or other property, the Company shall pay to each
holder  of  an outstanding Stock Option on or before the consummation thereof in
cash  the amount by which the aggregate value of the consideration receivable in
the  transaction  by the holder of the number of shares of Common Stock equal to
the number of shares remaining subject to such Stock Option (whether or not then
exercisable)  exceeds the aggregate option price of such Stock Option unless (i)
the  surviving  or  acquiring corporation in such merger, consolidation or other
corporate reorganization has agreed to assume such Stock Option or to substitute
a new option therefor in conformity with the requirements of Section 422 and 424
of  the  Internal Revenue Code and (ii) such holder agrees to such assumption or
substitution.

     In  the  event  that  (a)  the  Company sells or otherwise transfers all or
substantially  all  its assets or (b) all or substantially all the assets of The
Gradall  Company  are  acquired  by  another  corporation  or entity (whether by
purchase, merger or otherwise) then, in either of such events, the Company shall
pay  to each holder of an outstanding Stock Option on or before the consummation
thereof  an  amount in cash equal to the product obtained by multiplying (I) the
number  of  shares  remaining  subject to such Stock Option (whether or not then
exercisable)  by  (II)  the  quotient  obtained by dividing (A) the value of the
consideration  paid  to  the  Company  or  The  Gradall  Company for such assets
(excluding  the  amount  of  debt  assumed by the acquirer) by (B) the number of
shares  of Common Stock of the Company which would then be outstanding (assuming
the  exercise  of  all  options,  warrants  and  convertible  securities)  and
subtracting  from  the  product  so  obtained the aggregate option price of such
Stock  Option,  unless  (i)  the  acquiring  corporation or entity has agreed to
assume  such  Stock  Option or to substitute a new option therefor in conformity
with  the  requirements  of Section 422 and 424 of the Internal Revenue Code and
(ii)  such  holder  agrees  to  such  assumption  or  substitution.

     10.          Change  of  Control.  In the event that (i) the Company is the
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surviving corporation in a merger, combination or other corporate reorganization
as  a  result of which less than a majority of the outstanding voting securities
are  owned by the persons who were shareholders of the Company immediately prior
to  such merger or corporate reorganization, (ii) 25% or more of the outstanding
voting  securities  of  the  Company 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 an affiliate thereof, and the
percentage  of  voting  securities  so owned by such person or group exceeds the
percentage of the Company's outstanding voting securities owned by MLGA Fund II,
L.  P.  or  (iii) during any period of two consecutive years, individuals who at
the  beginning of any such period constituted the directors of Company cease for
any  reason  to  constitute  a  majority  thereof  (provided,  however, that for
purposes  of  this  clause (iii) each new director whose nomination for election
was  approved  by  a  vote of at least two-thirds of the directors then still in
office  who were directors at the beginning of any such period will be deemed to
have  been  a  director of the Company at the beginning of such period), then in
any of such events each Stock Option which is then outstanding shall immediately
become and be exercisable in full for the remainder of its term, notwithstanding
the  subsequent termination by the Company of the optionee's employment with the
Company.

     11.     Employment by Subsidiary.  For purposes of this Plan, employment by
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a  subsidiary of the Company shall be considered employment by the Company.  The
term "subsidiary" as used herein shall have the meaning set forth in Section 424
of  the  Internal Revenue Code or subsequent comparable statute.  All references
herein  to  the  provisions  of  the Internal Revenue Code are references to the
Internal  Revenue  Code  of  1986,  as  amended, as in effect from time to time.

     12.     Amendments to Plan.  The Board is authorized to interpret this Plan
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and from time to time adopt any rules and regulations for carrying out this Plan
that it may deem advisable.  Subject to the approval of the Board, the Board may
at  any  time  amend,  modify,  suspend  or  terminate  this Plan.  In no event,
however, without the approval of the stockholders, shall any action of the Board
or  the  Board  result  in:

          a.      Materially  amending,  modifying  or  altering the eligibility
requirements  provided  in  Section  5  hereof;

          b.      Materially increasing, except as provided in Section 6 hereof,
the maximum number of shares of Common Stock that may be made subject to Grants;
or

          c.      Materially  increasing  the  benefits accruing to participants
under  this  Plan;

except  to conform this Plan and any agreements made hereunder to changes in the
Code  or  required  by  governing  law.

     13.       Investment Representation, Approvals and Listing.  The Board may,
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if  it deems appropriate, condition its grant of any Stock Option hereunder upon
receipt  of  the  following  investment  representation  from  the  optionee:

     "I  agree that any shares of Common Stock of Gradall Industries, Inc. which
I  may  acquire  by virtue of this Stock Option shall be acquired for investment
purposes  only  and  not  with  a view to distribution or resale, and may not be
transferred,  sold,  assigned,  pledged,  hypothecated  or otherwise disposed of
unless  (i)  a  registration  statement  or  post-effective  amendment  to  a
registration  statement under the Securities Act, with respect to said shares of
Common  Stock has become effective so as to permit the sale or other disposition
of  said shares by me; or (ii) there is presented to Gradall Industries, Inc. an
opinion  of  counsel satisfactory to Gradall Industries, Inc. to the effect that
the  sale  or  other  proposed  disposition  of  said shares of Common Stock may
lawfully  be made otherwise than pursuant to an effective registration statement
or  post-effective  amendment  to  a registration statement relating to the said
shares  under  the  Securities  Act  of  1933,  as  amended."

     The  Company  shall  not be required to issue any certificate for shares of
Common Stock upon the exercise of any Stock Option granted under this Plan prior
to (i) the obtaining of any approval from any governmental agency with the Board
shall,  in its sole discretion, determine to be necessary or advisable; (ii) the
admission of such shares to listing on any national securities exchange on which
the  shares  of  Common  Stock  may  be  listed;  (iii)  the  completion  of any
registration  or  other  qualification  of  the shares of Common Stock under any
state or federal law or ruling or regulations of any governmental body which the
Board  shall,  in its sole discretion, determine to be necessary or advisable or
the determination by the Board, in its sole discretion, that any registration or
other qualification of the shares of Common Stock is not necessary or advisable;
or  (iv)  the obtaining of an investment representation from the optionee in the
form  stated  above  or in such other form as the Board, in its sole discretion,
shall  determine  to  be  adequate.

     14.          General  Provisions.    The form and substance of Stock Option
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Agreements  made hereunder, whether granted at the same or different times, need
not  be  identical.  Nothing in this Plan or in any Stock Option agreement shall
confer  upon  any employee any right to continue in the employ of the Company or
any  of  its subsidiaries or to interfere with or limit the right of the Company
or  any  subsidiary  to  terminate  his  employment at any time, with or without
cause.  Nothing contained in this Plan or in any Stock Option Agreement shall be
construed  as  entitling any optionee to any rights of a stockholder as a result
of  the  grant  of  Stock  Option, until such time as shares of Common Stock are
actually  issued to such optionee pursuant to the exercise of such Option.  This
Plan may be assumed by the successors and assigns of the Company.  The liability
of  the  Company  under  this Plan and any sale made hereunder is limited to the
obligations  set forth herein with respect to such sale and no term or provision
of  this Plan shall be construed to impose any liability on the Company in favor
of  any  employee (or any other party acting on his behalf or in his stead) with
respect  to  any loss, cost or expense which such employee or party may incur in
connection  with or arising out of any transaction in connection with this Plan.
The  cash proceeds received by the Company from the issuance of shares of Common
Stock  pursuant  to  this Plan will be used for general corporate purposes.  The
expense  of administering this Plan shall be borne by the Company.  The captions
and  section  numbers  appearing  in  this Plan are inserted only as a matter of
convenience.    They  do  not  define,  limit, construe or describe the scope or
intent  of  the  provisions  of  this  Plan.

     15.       Provisions Applicable Solely to Insiders.  The provisions of this
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Section  15  shall  apply  only  to persons who are subject to Section 16 of the
Exchange  Act  with respect to securities of the Company ("Insiders"), and shall
apply to Insiders notwithstanding any provision of the Plan to the contrary.  No
Insider  shall  be permitted to transfer any security of the Company acquired by
him,  except  to  the  extent  permitted by 17 C.F.R.  240.16a-2(d)(1), upon the
exercise  of  any  Stock  Option,  until at least six (6) months and one (1) day
after  the  later  of  (i)  the day on which such Stock Option is granted to the
Insider  or (ii) the day on which the exercise or conversion price of such Stock
Option  is  fixed.

     16.       Termination of This Plan.  This Plan shall terminate on March 24,
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2008,  and  thereafter  no  Stock Options shall be granted hereunder.  All Stock
Options  outstanding  at  the time of termination of this Plan shall continue in
full  force  and effect according to their terms and the terms and conditions of
this  Plan.