**Exhibit 10.1**
|  | **National Equipment Services, Inc.**8770 West Bryn Mawr, 4th Floor,  Chicago, IL 60631  Ph: 773.695.3999  Fax: 773.714.0538  www.nesrentals.com |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

May 25, 2004

 

Mr. Andrew P. Studdert

2844 Blackhawk Road

Wilmette, IL 60091

 

Dear Andy:

 

This letter will conform the discussions we have had, and the agreementwe have reached concerning the terms of your employment as President and ChiefExecutive Officer of National Equipment Services, Inc.  Your signature to this letter acknowledgesacceptance and agreement to the provisions and terms outlined herein.

 

•                       As wediscussed, the position of President and CEO will report to the Board ofDirectors of NES.  You will be elected aDirector of NES upon your appointment as CEO.

 

•                       The annualsalary for the position will be $400,000. Your salary for the remainder of 2004 will be paid at that annualrate.  We have agreed that your officialstart date will be June 1, 2004.

 

•                       Your annualincentive cash bonus will be 87.5% of your salary.  In 2004 the bonus will be based upon a potential award of$210,000.  The performance criteria for75% of this amount will be based upon achievement of established goals, and theremaining 25% will be paid at the discretion of the Board.  In subsequent years, the incentive bonuswill be based upon a similar establishment and weighting of objectives andgoals.

 

•                       The Boardhas granted you an option effective June 1, 2004 to purchase 500,000shares of NES stock at $10 per share. Twenty five percent of the options will vest in each of your first twoyears of employment, vesting on a quarterly basis.  The remaining 50% will cliff vest annually in equal installmentsin years 3-5.  In the event of change ofownership or control, all outstanding options will vest immediately.

 

•                       As anemployee of NES, you will receive five weeks of vacation annually.  For the balance of 2004, you will beentitled to three weeks of vacation. Vacation usage and accrual will follow typical employee benefitprocedures.

 

•                       You will becovered and entitled to participate in all NES employee benefit plans.  Eligibility will be governed by individualplan provisions.  For your information,the medical/dental program requires completion of a 60 day waiting period uponcommencement of your employment beginning June 1, 2004.

 

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•                       In theunlikely termination of your employment for any reason other than misfeasance,malfeasance, or voluntary resignation, you will receive one year of salary asseverance and applicable benefits coverage for that period of time.

 

Andy, I am delighted to represent the Board in welcoming you toNES.  We believe that with yourleadership and integrity the organization will be truly successful.

 

If you are in agreement with these terms, please sign below, retaininga copy for your files.

 

Sincerely,

 
| /s/ John P. Neafsey                               |   | /s/ Andrew P. Studdert |
|---------------------------------------------------|--------|------------------------|
| John P. Neafsey  Chairman, NES Board of Directors |   | Andrew P. Studdert     |
|                                              |   |
|                                              |   | Date:                  | 5/26/04 |

 

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|                              | **NES Rentals  Holdings, Inc.** |
|------------------------------|---------------------------------|
| 8770 W. Bryn Mawr, 4th Floor |
| Chicago, IL 60631            |
| PH: (773)695-3999            |
| FX: (773) 714-0538           |

 

 

August 11,2004

 

Mr. Andrew P.Studdert

2844 BlackhawkRoad

Wilmette,Illinois  60091

 

Dear Andy:

 

This letterwill confirm the changes to the terms of your employment as President and ChiefExecutive Officer of NES Rentals Holdings, Inc. as originally reflected in yourletter of May 25, 2004.  Your signatureto this letter acknowledges acceptance and agreement to the provisions andterms outlined herein.  The fourthbullet point of the first letter is hereby amended by replacing the existingprovision in its entirety with the following paragraph:

 

•                  The Board hasgranted you an option effective August 11, 2004 to purchase 500,000 shares ofNES stock at $7.80 per share.  Twentypercent of the options will vest immediately, and twenty percent shall vest atthe end of each of the next four succeeding years of employment, vesting on anannual basis.  In the event of a changeof ownership or control, all outstanding options will vest immediately.

 

If you are inagreement with these terms, please sign below, retaining a copy for your files.

 

Sincerely,

 

 
| /s/ John P.  Neafsey              |                | /s/ Andrew  P. Studdert            |   |
|-----------------------------------|---------------------|------------------------------------|--------|
| John P.  Neafsey                  | Andrew P.  Studdert |
| Chairman,  NES Board of Directors |                |
|                              |                |
|                              |                |
|                              | Date:               |    August  11, 2004 |   |
|                              |                |
|                              |                |
|                                   |                     |                                    |        |  |

 

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