CREDIT INSURANCE RECOURSE ADDENDUM


      This Credit Insurance  Recourse Addendum is made to that certain Floorplan
Repurchase  Agreement  entered  into by and between  TRAK  International,  Inc.,
Omniquip International,  Inc., Lull International,  Inc. (f/k/a Lull Industries,
Inc.), and Snorkel International,  Inc. (individually and collectively "Vendor")
and DEUTSCHE FINANCIAL SERVICES CORPORATION (f/k/a ITT Commercial Finance Corp.)
("DFS-US") and Deutsche Financial  Services,  a division of Deutsche Bank Canada
(successor in interest to ITT Commercial  Finance,  a division of ITT Industries
of Canada Ltd.)(DFS-US and DFS_Canada being collectively referreed to as "DFS"),
as of October 2, 1990, as amended ("Agreement").

                          R - E - C - I - T - A - L - S

      WHEREAS,  Vendor has requested DFS to provide financing to certain Dealers
(as defined in the  Agreement)  who desire to purchase  Merchandise  from Vendor
under loan  documentation  different than DFS' normal  documentation and without
DFS obtaining a security interest in the inventory of such Dealers; and

      WHEREAS, DFS is willing, in DFS' discretion,  to provide financing to such
Dealers  under  nonstandard  documentation  and  without  obtaining  a  security
interest,  and/or  purchase from Vendor the loans made by Vendor to such Dealers
only if Vendor guaranties to DFS that DFS will not incur any losses by providing
financing to such financing; and

      WHEREAS Vendor and DFS desire to amend the Agreement as set forth herein.

      NOW,  THEREFORE,  for and in  consideration  of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Vendor and DFS agree as follows:

      1.      The following is hereby added to the Agreement:

              "In addition to all other  obligations of Vendor set forth in this
              Agreement,  as  amended  or to be  amended,  in  consideration  of
              financing provided or to be provided by DFS, in its discretion, to
              Dealers  under  loan  documentation  different  than  DFS'  normal
              documentation and without DFS obtaining a security interest in the
              inventory of such Dealers (each a "Credit Insured Dealer"), and/or
              DFS  purchasing  from  Vendor  the loans  made by Vendor to Credit
              Insured  Dealers,  in each  case to  enable  such  Credit  Insured
              Dealers to purchase  Merchandise  from Vendor,  and for other good
              and valuable consideration received: (a) Vendor will obtain credit
              insurance policy(ies) from such company or companies acceptable to
              DFS from time to time which  policy(ies)  insure(s) Vendor and DFS
              as joint  insureds  against  loss on such loans to Credit  Insured
              Dealers,  such insurance to be in such amount,  with  co-insurance
              provisions (not to exceed ten percent), and on terms acceptable to
              DFS;  (b) Vendor will inform each such Credit  Insured  Dealer and
              DFS of the  credit  limit  determined  by the issuer of the credit
              insurance  immediately  upon notice of such  determination  or any
              subsequent  redetermination  by the  insurance  company(ies);  and
              (c)(i) Vendor will  repurchase  Merchandise of each Credit Insured
              Dealer which DFS repossesses or comes into the possession of (such
              Merchandise  of Credit Insured  Dealers being hereby  incorporated
              into the  definition of Merchandise in the Agreement) on the terms
              set forth elsewhere in this Agreement, and (ii) to the extent that
              DFS cannot lawfully  repossess or obtain  possession of any or all
              Merchandise   for  which  such  Credit  Insured  Dealer  owes  any
              indebtedness,  or that  any or all  such  Merchandise  of a Credit
              Insured  Dealer is not subject to  repurchase by Vendor under this
              Agreement,  Vendor will jointly,  severally,  unconditionally  and
              absolutely guaranty to DFS, from property held separately, jointly
              or in


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<PAGE>

              community,  the  immediate  payment  when due of all  current  and
              future  Liabilities  owed by each Credit Insured  Dealer  (whether
              owed  directly to DFS or purchased by DFS from Vendor) as a result
              of the extension of financing to any such Credit Insured Dealer to
              enable such Credit  Insured  Dealer to purchase  Merchandise  from
              Vendor. Credit Insured Dealers will be identified for the purposes
              of this Agreement by being listed on Exhibit A attached hereto and
              incorporated  herein by reference  and/or being listed or referred
              to  in  any  credit  insurance  policy  as a  "buyer",  "obligor",
              "dealer",  "lessee" or other similar term. The term  "Liabilities"
              as used in this paragraph will mean: the principal balance and any
              finance  charges due and owing by the Credit Insured Dealer either
              directly  to DFS or to Vendor and  subsequently  purchased  by DFS
              from  Vendor,  and all  costs  and  expenses  (including,  without
              limitation,   reasonable  attorneys'  fees)  incurred  by  DFS  in
              attempting to collect such principal  and/or finance  charges from
              the Credit Insured  Dealer.  Vendor will  immediately  pay DFS the
              amount owed under the terms of this paragraph on receipt of notice
              from DFS that  Liabilities  (as defined  herein  above) exist with
              respect  to any Credit  Insured  Dealer to the extent (1) that any
              insurance company has, for any reason whatsoever, not paid DFS all
              amounts  (other than the amount of  coinsurance)  owed by a Credit
              Insured  Dealer  immediately  upon  demand by DFS or Vendor to the
              relevant insurance company for such payment;  (2) of the amount of
              coinsurance  under the  relevant  insurance  policy  covering  the
              Credit  Insured  Dealer;  (3) that DFS is not paid in full for all
              indebtedness  of each Credit  Insured  Dealer  (regardless  of any
              other limitations in this Agreement as amended or to be amended).

              This guaranty will not be released,  discharged or affected by the
              impairment,  sale or other  disposition of any inventory of Credit
              Insured Dealer,  and Vendor  acknowledges  that DFS may not have a
              security interest in any assets of a Credit Insured Dealer. Vendor
              will pay DFS even if DFS has not (i) notified  the Credit  Insured
              Dealer that it is in default,  or (ii) exercised any of its rights
              or  remedies  against  the  Credit  Insured  Dealer,   any  credit
              insurance  company,  or any other  person or any current or future
              collateral.  If Credit  Insured  Dealer  hereafter  undergoes  any
              change in its  ownership,  identity or  organizational  structure,
              this  Guaranty  will extend to all current and future  obligations
              which such new or changed legal entity owes to DFS.

              Vendor irrevocably waives any right of contribution from any third
              party,  notice of the number and amount of advances made by DFS to
              any Credit  Insured  Dealer in reliance on this  Guaranty  and any
              claim or action  against  Credit  Insured  Dealer;  all  rights of
              offset against DFS or Credit Insured  Dealer;  all defenses to the
              enforceability of this Guaranty  (including,  without  limitation,
              fraudulent  inducement).  Vendor further waives all defenses based
              on suretyship or impairment of collateral,  and defenses which the
              Dealer  may  assert  on the  underlying  debt,  including  but not
              limited  to,  breach  of  warranty,  fraud,  payment  of  disputed
              amounts,  statute of frauds,  bankruptcy,  statute of limitations,
              lender liability and, deceptive trade practices."

      2. Except as modified by this  Addendum,  all terms and  provisions of the
Agreement shall remain in place in full force and effect, shall be applicable to
the Dealers, and shall constitute the entire agreement among the parties.

      3. Except as otherwise  defined herein,  all capitalized  terms shall have
the same meanings as set forth in the Agreement.

      4. The recitals set forth  herein above are hereby  incorporated  into and
shall  form a part of this  Addendum,  the  truth  and  accuracy  of  which  are
evidenced by each party's execution hereof.


                                      -2-

<PAGE>

      IN WITNESS  WHEREOF,  Vendor and DFS have executed  this Credit  Insurance
Recourse Addendum by their duly authorized representatives all as of the 7th day
of May, 1999.

OMNIQUIP INTERNATIONAL, INC.             DEUTSCHE FINANCIAL SERVICES CORPORATION

By:/s/ Allan J. Jablonsky                By:/s/ Bobby Hawkins
   ------------------------------           ----------------------------------
   Title:  Assistant Treasurer              Title:  VP Operations


TRAK INTERNATIONAL, INC.                 LULL INTERNATIONAL, INC.

By:/s/ Allan J. Jablonsky                By:/s/ Allan J. Jablonsky
   ------------------------------          -----------------------------------
   Title:  Assistant Treasurer           Title:  Assistant Treasuer


SNORKEL INTERNATIONAL, INC.

By:/s/ Allan J. Jablonsky
   ------------------------------
   Title:  Assistant Treasurer





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