OMNIQUIP INTERNATIONAL, INC.
                              222 East Main Street
                        Port Washington, Wisconsin 53074

                                 October 1, 1998


Richard Mueller
9357 Wedgewood Drive
Woodbury, MN 55125

Dear Mr. Mueller:

     OmniQuip  International,  Inc. (the "Company")  considers the establishment
and  maintenance  of a sound and vital  management to be essential to protecting
and enhancing the best  interests of the Company and its  shareholders.  In this
regard,  the Company  recognizes  that,  as is the case with many  publicly held
corporations,  the  possibility  of a change in control  may exist and that such
possibility,  and  the  uncertainty  and  questions  which  it may  raise  among
management,  may result in the departure or distraction of management  personnel
to the detriment of the Company and its shareholders. Accordingly, the Company's
Board of Directors  has  determined  that  appropriate  steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's  management,  including  yourself,  to their  assigned  duties without
distraction in the face of the potentially disturbing circumstances arising from
the possibility of a change in control of the Company.

     In order to induce you to remain in the employ of the company,  this letter
agreement  sets forth the severance  benefits  which the Company  agrees will be
provided  to you in the event your  employment  with the  Company is  terminated
subsequent  to a "change  in control of the  Company"  (as  defined in Section 2
hereof) under the circumstances described below.

     1.  TERM.  This  Agreement  shall  commence  on the date  hereof  and shall
continue until December 31, 2000; provided,  however, that commencing on January
1,  2001 and each  January  1st  thereafter,  the term of this  Agreement  shall
automatically  be extended for one additional year unless at least 30 days prior
to such January 1st date,  the Company  shall have given notice that it does not
wish to extend this Agreement, and provided, further, that following a change in
control of the Company (as hereinafter defined) the term of this Agreement shall
automatically  extend to the date which is two years  following  such  change in
control.

     2. CHANGE IN CONTROL.  No benefits shall be payable  hereunder unless there
shall have been a change in control of the Company, as set forth below, and your
employment by the Company shall  thereafter  have been  terminated in accordance
with Section 3 below.  For purposes of this  Agreement,  a "change in control of
the  Company"  shall mean a change in control of a nature that would be required
to be  reported  in  response  to  Item 1 of  Form  8-K  promulgated  under  the
Securities  Exchange Act of 1934, as amended  ("Exchange  Act");  provided that,
without limitation, such a change in control shall be deemed to have occurred if
(a) any  "person"  (as such term is used in Section


<PAGE>

October 1, 1998
Page 2

13(d) and  14(d)(2) of the  Exchange  Act) is or becomes the  beneficial  owner,
directly or indirectly,  of securities of the Company representing a majority of
the combined voting power of the Company's then outstanding  securities;  or (b)
during any period of two consecutive years (including  periods  commencing prior
to the date hereof),  individuals who at the beginning of such period constitute
the Board of  Directors  of the Company  (the  "Board")  cease for any reason to
constitute at least a majority  thereof  unless the election,  or the nomination
for election by the Company's shareholders, of each new director was approved by
a vote of at least  two-thirds  of the  directors  then still in office who were
directors at the beginning of the period.

     3. TERMINATION  FOLLOWING CHANGE OF CONTROL. If any of the events described
in Section 2 hereof  constituting  a change in control of the Company shall have
occurred,  you shall be  entitled to the  benefits  provided in Section 4 hereof
upon the subsequent  termination of your  employment  within a period of two (2)
years  following  such change in control  unless such  termination is because of
your death or Retirement, by the Company for Cause or Disability or by you other
than for Good Reason.

          (a)  Disability; Retirement.

               (i) If, as a result of your  incapacity due to physical or mental
illness,  you shall have been absent from your duties with the Company on a full
time basis for 130 consecutive  business days, and within thirty (30) days after
written  notice of  termination is given you shall not have returned to the full
time  performance  of your duties,  the Company may terminate this Agreement for
"Disability."

               (ii)  Termination by the Company or you of your employment  based
on  "Retirement"  shall  mean  termination  in  accordance  with  the  Company's
retirement  policy,  including  early  retirement,  generally  applicable to its
salaried employees or in accordance with any retirement arrangement  established
with your consent with respect to you.

          (b) Cause.  The Company may terminate your  employment for Cause.  For
the purposes of this Agreement, the Company shall have "Cause" to terminate your
employment  hereunder  upon (i) the  willful  and  continued  failure  by you to
substantially  perform your duties with the Company (other than any such failure
resulting  from your  incapacity  due to  physical or mental  illness),  after a
demand  for  substantial  performance  is  delivered  to you by the Board  which
specifically identifies the manner in which the Board believes that you have not
substantially performed you duties, or (ii) the willful engaging by you in gross
misconduct materially and demonstrably injurious to the Company. For purposes of
this  paragraph,  no act,  or failure to act,  on your part shall be  considered
"willful"  unless  done,  or  omitted  to be done,  by you not in good faith and
without  reasonable belief that your action or omission was in the best interest
of the Company.  Notwithstanding the foregoing,  you shall not be deemed to have
been  terminated  for Cause unless and until there shall have been  delivered to
you a copy of a resolution duly adopted by the affirmative vote of not less than
two-thirds  of the  entire  membership  of the Board at a  meeting  of the Board
called  and  held  for  the  purpose  (after  reasonable  notice  to you  and an
opportunity for you, together with your counsel,  to be heard before the 

                                       2
<PAGE>

October 1, 1998
Page 3


Board),  finding that in the good faith  opinion of the Board you were guilty of
conduct  set forth  above in clauses  (i) or (ii) of the first  sentence of this
paragraph and specifying the particulars thereof in detail.

          (c) Good Reason.  You may terminate  your  employment for Good Reason.
For purposes of this Agreement "Good Reason" shall mean:

               (i) without your express written  consent,  the assignment to you
of  any   duties   materially   inconsistent   with  your   positions,   duties,
responsibilities  and status with the Company  immediately  prior to a change in
control;

               (ii) a reduction  by the Company in your base salary as in effect
on the date hereof or as the same may be increased from time to time;

               (iii)  without  your  express  written  consent,   the  Company's
requiring you to be based anywhere  other than the Company's  facility where you
performed your duties for the Company  immediately prior to a change in control;
and;

               (iv) the failure by the Company to continue in effect any benefit
or compensation  plan,  pension plan,  life insurance plan,  health and accident
plan or disability plan in which you are  participating  at the time of a change
in control of the Company (or plans  providing  you with  substantially  similar
benefits),  the taking of any action by the Company which would adversely affect
your participation in or materially reduce your benefits under any of such plans
or deprive you of any material  fringe benefit enjoyed by you at the time of the
change in control,  or the failure by the Company to provide you with the number
of paid  vacation  days to which you are then  entitled on the basis of years of
service with the Company in accordance with the Company's normal vacation policy
in effect on the date hereof;

               (v) the  failure of the Company to obtain the  assumption  of the
agreement to perform this Agreement by any successor as  contemplated in Section
6 hereof; or

               (vi) any purported  termination of your  employment  which is not
effected  pursuant to a Notice of  Termination  satisfying the  requirements  of
subparagraph  (d) below (and, if applicable,  subparagraph  (b) above);  and for
purposes of this Agreement, no such purported termination shall be effective.

          (d) Notice of Termination.  Any termination by the Company pursuant to
subparagraphs  (a) or (b) above or by you  pursuant  to  subparagraph  (c) above
shall be  communicated  by  written  Notice of  Termination  to the other  party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed  to  provide  a basis  for  termination  of your  employment  under  the
provision so indicated.

                                       3

<PAGE>

October 1, 1998
Page 4

          (e) Date of Termination.  "Date of Termination" shall mean (i) if this
Agreement  is  terminated  for  Disability,  thirty  (30) days  after  Notice of
Termination  is  given  (provided  that  you  shall  not  have  returned  to the
performance  of your  duties on a  full-time  basis  during such thirty (30) day
period),  (ii) if your  employment is terminated  pursuant to  subparagraph  (c)
above,  the date  specified  in the  Notice  of  Termination,  and (iii) if your
employment  is terminated  for any other  reason,  the date on which a Notice of
Termination is given;  provided that if within thirty (30) days after any Notice
of  Termination  one party  notifies  the  other  party  that a  dispute  exists
concerning the termination,  the Date of Termination  shall be the date on which
the dispute is finally  determined,  either by mutual  written  agreement of the
parties, by a binding and final arbitration award or by a final judgment,  order
or decree of a court of competent  jurisdiction  (the time for appeal  therefrom
having expired and no appeal having been perfected).

     4.  COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a) During any period that you fail to perform  your duties  hereunder
as a result of incapacity due to physical or mental illness,  you shall continue
to receive your full base salary at the rate then in effect until this Agreement
is terminated pursuant to Section 3(a) hereof.  Thereafter,  your benefits shall
be determined in accordance with the Company's long term  disability  plan, or a
substitute plan then in effect.

          (b) If your  employment  shall be  terminated  for Cause,  the Company
shall pay you your full base salary  through the Date of Termination at the rate
in effect at the time Notice of  Termination is given and the Company shall have
no further obligations to you under this Agreement.

          (c) If the Company shall terminate your employment other than pursuant
to Section 3(a) or 3(b) hereof or if you shall  terminate  your  employment  for
Good Reason, then the Company shall pay to you as severance pay in a lump sum on
the fifth day following the Date of Termination, the following amounts:

               (i) your full base salary  through the Date of Termination at the
rate in effect at the time Notice of Termination is given;

               (ii) if the Date of  Termination  occurs on or prior to the first
anniversary  date of the change in control of the  Company,  then in lieu of any
further  salary  payments  to  you  for  periods   subsequent  to  the  Date  of
Termination,  an amount equal to two (2) times your annual base salary in effect
as of the Date of Termination;

               (iii)  if  the  Date  of  Termination   occurs  after  the  first
anniversary  date of the change in control of the  Company,  then in lieu of any
further  salary  payments  to  you  for  periods   subsequent  to  the  Date  of
Termination,  an amount  equal to (A) two (2) times your  annual  base salary in
effect as of the Date of  Termination  less (B) an amount  equal to  one-twelfth
(1/12) of your annual base  salary in effect as of the Date of  Termination  for
each  month  (or  portion  of a month)  which  has  elapsed  between  the  first
anniversary  of the date of the change in control  and the Date of  Termination.
For  

                                       4

<PAGE>
October 1, 1998
Page 5


example,  if a change  in  control  occurs  on  January  1, 1999 and the Date of
Termination  occurs on  January  10,  2000,  a portion  of one month  shall have
elapsed  between the first  anniversary of the date of the change in control and
the Date of Termination, and you would be eligible to receive an amount equal to
approximately 1.917 (or 23/12ths) of your annual base salary in effect as of the
Date of Termination. If the Date of Termination occurs on November 10, 2000, ten
months and a portion of one  additional  month  shall have  elapsed  between the
first  anniversary  of the  date  of the  change  in  control  and  the  Date of
Termination,   and  you  would  be  eligible  to  receive  an  amount  equal  to
approximately 1.083 (or 13/12ths) of your annual base salary in effect as of the
Date of Termination;

               (iv) in lieu of a bonus under the Company's  executive  incentive
plan (or any successor  bonus plan or  arrangement),  an amount in cash equal to
50% of the average  bonus payment  awarded  under such plan (or any  predecessor
bonus plan or arrangement)  for the three years prior to the Date of Termination
(or such lesser period of years as you have been employed by the Company);

               (v) in lieu of shares of common stock of the  Company,  par value
$.01 per share ("Company  Shares"),  issuable under the Company's 1996 Long-Term
Incentive Plan, as amended,  or any other stock option plan adopted from time to
time by the Company for its key executives (the "Plan"),  issuable upon exercise
of options  ("Options")  granted to you under the Company's Plan, (which Options
shall be cancelled upon the making of the payment referred to below),  you shall
receive an amount in cash equal to the  aggregate  spread  between the  exercise
prices of all Options held by you whether or not then fully exercisable, and the
higher of (a) the closing  price of Company  Shares as reported on the  National
Association of Securities  Dealers  Automatic  Quotation  System National Market
System  ("NASDAQ")  on the  Date of  Termination  (or the  closing  price on any
exchange on which the Company Shares are then traded, if applicable), or (b) the
highest price per Company Share  actually paid in connection  with any change in
control of the Company;

               (vi) the  Company  shall  also pay all  legal  fees and  expenses
incurred  by you as a result of such  termination  (including  all such fees and
expenses, if any, incurred in contesting or disputing any such termination or in
seeking to obtain or enforce any right or benefit provided by this Agreement).

          (d) Unless you are terminated for Cause, the Company shall maintain in
full force and effect,  for the continued  benefit of you for one year after the
Date of Termination,  all employee benefit plans and programs or arrangements in
which  you  were  entitled  to  participate  immediately  prior  to the  Date of
Termination  provided that your  continued  participation  is possible under the
general terms and provisions of such plans and programs.  In the event that your
participation  in any such plan or program is barred,  the Company shall arrange
to  provide  you with  benefits  substantially  similar  to those  which you are
entitled to receive under such plans and  programs.  At the end of the period of
coverage,  you shall have the option to have assigned to you at no cost and with
no apportionment of prepaid premiums,  any assignable  insurance policy owned by
the Company and relating specifically to you.

                                       5

<PAGE>

October 1, 1998
Page 6


          (e) You shall not be required  to  mitigate  the amount of any payment
provided for in this Section 4 by seeking other  employment  or  otherwise,  nor
shall the amount of any payment provided for in this Section 4 be reduced by any
compensation earned by you as the result of employment by another employer after
the Date of Termination, or otherwise.

     5. OTHER  AGREEMENTS.  Until the  occurrence  of a change in control of the
Company as defined herein, the Company's obligation for the payment of severance
or other benefits upon  termination of your employment shall be governed by such
other agreement,  if any, between you and the Company or any subsidiary thereof.
Following  the  occurrence  of a change in  control of the  Company,  as defined
herein,  this Agreement  shall supersede any such other agreement and such other
agreement shall have no further force or effect.

     6. SUCCESSORS, BINDING AGREEMENT.

          (a)  The  Company  will  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company,  by agreement in
form and substance satisfactory to you, to expressly assume and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.  Failure of the
Company  to  obtain  such  agreement  prior  to the  effectiveness  of any  such
succession  shall  be a  breach  of this  Agreement  and  shall  entitle  you to
compensation  from the  Company in the same  amount and on the same terms as you
would be entitled  hereunder if you terminated  your employment for Good Reason,
except that for purposes of  implementing  the foregoing,  the date on which any
such succession  becomes  effective shall be deemed the Date of Termination.  As
used in this Agreement, "Company" shall mean the Company as hereinbefore defined
and any successor to its business  and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 6 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.

          (b) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives,  executors, administrators,  successors,
heirs, distributees,  devisees and legatees. If you should die while any amounts
would still be payable to you hereunder if you had  continued to live,  all such
amounts,  unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee, or other designee or, if there
be no such designee, to your estate.

     7.  NOTICE.  For the  purposes  of this  Agreement,  notices  and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective  addresses  set forth on the first page of this  Agreement,  provided
that all notices to the Company  shall be directed to the attention of the Chief
Executive Officer of the Company with a copy to the Secretary of the Company, or
to such other address as either party may have furnished to the other in

                                       6

<PAGE>

October 1, 1998
Page 7


writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     8. MISCELLANEOUS. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by you and such officer as may be specifically designated by the Board of
Directors  of the  Company.  No waiver by either party hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Wisconsin.

     9. VALIDITY.  The invalidity or  unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     10. COUNTERPARTS.  This Agreement may be executed in two counterparts, each
of which  shall be  deemed to be an  original  but both of which  together  will
constitute one and the same instrument.  Any such counterpart may be executed by
facsimile  signature  with only verbal  confirmation,  and when so executed  and
delivered  shall be deemed an original and such  counterpart(s)  together  shall
constitute only one original.

     11. ARBITRATION.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively by arbitration in Milwaukee,
Wisconsin in accordance with the rules of the American  Arbitration  Association
then in effect. Notwithstanding the pendency of any such dispute or controversy,
the Company will continue to pay you your full  compensation  in effect when the
notice giving rise to the dispute was given (including, but not limited to, base
salary) and  continue  you as a  participant  in all  compensation,  benefit and
insurance plans in which you were  participating  when the notice giving rise to
the dispute was given,  until the dispute is finally resolved in accordance with
Section 3(e)  hereof.  Amounts paid under this Section 11 are in addition to all
other amounts due under this Agreement and shall not be offset against or reduce
any other  amounts  due under  this  Agreement.  Judgment  may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that you
shall be entitled to seek  specific  performance  of your right to be paid until
the Date of  Termination  during the  pendency  of any  dispute  or  controversy
arising under or in connection with this Agreement.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       7

<PAGE>

October 1, 1998
Page 8


     If this letter  correctly  sets forth our  agreement on the subject  matter
hereof,  kindly sign and return to the Company the enclosed  copy of this letter
which will then constitute our agreement on this subject.

                                      Sincerely,

                                      OMNIQUIP INTERNATIONAL, INC.



                                      By: /s/ P. Enoch Stiff
                                          ----------------------------------
                                          P. Enoch Stiff
                                          President and Chief Executive Officer




AGREED TO THIS 5TH DAY
OF OCTOBER, 1998


/s/ Richard G. Mueller
---------------------------------




                                       8