OMNIQUIP INTERNATIONAL, INC.

                                  Common Stock

                           ($0.01 Par Value Per Share)

                            INDEMNIFICATION AGREEMENT


               THIS INDEMNIFICATION AGREEMENT made this 11th day of March, 1998,
by  and  among  OmniQuip  International,   Inc.,  a  Delaware  corporation  (the
"Company"), Harbour Group Investments III, L.P., a Delaware limited partnership,
Uniquip-HGI Associates, L.P., a Delaware limited partnership, and P. Enoch Stiff
(collectively, the "Selling Stockholders").

               WHEREAS,  the Company has filed with the  Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"),  a  Registration  Statement  (as finally  declared  effective,  the
"Registration Statement") on Form S-1 (File No. 333-46543) pursuant to which the
Selling  Stockholders  propose to sell to the public an  aggregate  of 3,600,000
shares of the Company's Common Stock through several  underwriters led by Morgan
Stanley & Co. Incorporated,  Credit Suisse First Boston Corporation,  Schroder &
Co. Inc. and Robert W. Baird & Co.  Incorporated and certain of their respective
affiliates  (collectively  the  "Underwriters"),  in connection with an offering
pursuant to an  underwriting  agreement  (the  "Underwriting  Agreement")  to be
entered into by the Company, the Selling  Stockholders and the Underwriters.  In
addition,  the Selling  Stockholders propose to grant the Underwriters an option
to purchase up to an additional  506,669  shares of the  Company's  Common Stock
solely to cover over-allotments.
<PAGE>
               WHEREAS,  the Underwriting  Agreement contains certain provisions
with  respect to the  obligations  and  liabilities  between the Company and the
Selling Stockholders on the one hand and the Underwriters on the other.

               WHEREAS,  the  Underwriters  require the Selling  Stockholders to
agree to indemnify the Company and the Underwriters for certain liabilities.

               WHEREAS,  that certain Letter  Agreement dated September 30, 1996
(the  "Registration  Rights  Agreement")  between  the  Company  and the Selling
Stockholders requires the Company and the Selling Stockholders to indemnify each
other for certain liabilities.

               WHEREAS,  the Company and the Selling  Stockholders desire to set
forth the obligations  and liabilities  between and among each other arising out
of their respective obligations and liabilities under the Underwriting Agreement
and the Registration Rights Agreement.

               NOW, THEREFORE,  in consideration of the foregoing and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                      1. The Company  agrees to indemnify  and hold harmless the
Selling  Stockholders  and  each  person,  if any,  who  controls  each  Selling
Stockholder  within the  meaning of the Act or the  Securities  Exchange  Act of
1934, as amended (the "Exchange Act"),  against any losses,  claims,  damages or
liabilities,  joint or  several,  to which any such  person may become  subject,
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
the  Registration  Statement,  the  forms of  prospectus  first  filed  with the
Commission pursuant to
<PAGE>
and in  accordance  with  Rule  424(b)  under  the Act or (if no such  filing is
required)  the  prospectus  contained  in  the  Registration  Statement,  or any
amendment or supplement thereto, or any related preliminary prospectus, or arise
out of or are based upon the  omission or alleged  omission  to state  therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading;  and the Company will reimburse each Selling Stockholder
and each such  controlling  person  for any legal or other  expenses  reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim,  damage,  liability or action as such  expenses are  incurred;  provided,
however,  that the  Company  shall not be liable in any such case to the  extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue  statement or alleged untrue statement in or omission or alleged omission
from any of such  documents  in reliance  upon and in  conformity  with  written
information  furnished  to  the  Company  by  any  Selling  Stockholder  or  any
controlling  person thereof  specifically for use therein;  and provided further
that with  respect  to any  untrue  statement  or  omission  or  alleged  untrue
statement  or  omission  made  in  any  preliminary  prospectus,  the  indemnity
agreement  contained  in this  Section 1 shall not inure to the  benefit  of any
entity or firm or any controlling  person thereof from whom the person asserting
such losses, claims, damages or liabilities purchased the shares of Common Stock
concerned,  to the extent that any such loss, claim, damage or liability of such
entity, firm or controlling person results from the fact that there was not sent
or given to such person, at or prior to the written  confirmation of the sale of
such  shares  of  Common  Stock to such  person,  a copy of the  Prospectus,  if
required by the Act.

                      2. Each  Selling  Stockholder  agrees,  severally  and not
jointly, to indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the Registration  Statement and each person,  if
any, who controls the Company  within the meaning of the Act or the Exchange Act
against any losses, claims,  damages or liabilities,
<PAGE>
joint or several, to which any such person may become subject,  under the Act or
otherwise insofar as such losses,  claims, damages or liabilities (or actions in
respect  thereof)  arise out of or are based upon any  untrue or alleged  untrue
statement of any material  fact  contained in the  Registration  Statement,  the
forms  of  prospectus  first  filed  with  the  Commission  pursuant  to  and in
accordance with Rule 424(b) under the Act or (if no such filing is required) the
prospectus  contained  in  the  Registration  Statement,  or  any  amendment  or
supplement thereto, or any related  preliminary  prospectus,  or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein,  or necessary to make the statements  therein not
misleading; in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in reliance upon and in  conformity  with written  information  furnished to the
Company by the Selling Stockholder specifically for use therein; and the Selling
Stockholder will reimburse any legal and other expenses  reasonably  incurred by
the  Company,  any such  director,  officer  or  controlling  person  thereof in
connection  with  investigating  or defending  any such loss,  claim,  damage or
liability or action as such expenses are incurred;  provided, however, that with
respect to any untrue  statement  or omission  or alleged  untrue  statement  or
omission made in any preliminary  prospectus,  the indemnity agreement contained
in this  Section 2 shall not inure to the  benefit  of any entity or firm or any
controlling  person thereof from whom the person asserting such losses,  claims,
damages or liabilities  purchased the shares of Common Stock  concerned,  to the
extent that any such loss,  claim,  damage or liability of such entity,  firm or
controlling  person  results  from the fact that  there was not sent or given to
such person, at or prior to the written  confirmation of the sale of such shares
of Common Stock to such  person,  a copy of the  Prospectus,  if required by the
Act.

                      3. Promptly  after receipt by an  indemnified  party under
this Agreement of notice of the  commencement  of any action,  such  indemnified
party will, if a claim in respect
<PAGE>
thereof is to be made  against  any  indemnifying  party  under this  Agreement,
notify the indemnifying party of the commencement  thereof;  but the omission so
to notify the indemnifying party will not relieve it from liability which it may
have to any  indemnified  party  pursuant to Sections 1 or 2 of this  Agreement,
except to the extent that it was unaware of such action and has been  materially
prejudiced  by such  failure,  or from  any  liability  which it may have to any
indemnified party otherwise than pursuant to Sections 1 and 2 of this Agreement.
In case any such action is brought against any indemnified party and it notifies
an indemnifying party of the commencement  thereof,  the indemnifying party will
be entitled to participate  therein,  and, to the extent the indemnifying  party
desires,  jointly with any other indemnifying party similarly noticed, to assume
the defense thereof,  with counsel  satisfactory to such indemnified  party (who
shall not, except with the consent of the  indemnified  party, be counsel to the
indemnifying  party),  and  after  notice  from the  indemnifying  party to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  for  any  legal  or  other  expenses   subsequently  incurred  by  such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation.  In no event shall the indemnifying  party be liable for
the fees and  expenses  of more  than one  counsel  (in  addition  to any  local
counsel) for all such  indemnified  parties in connection with any one action or
separate but similar or related actions in the same jurisdiction  arising out of
the same set of  allegations  or  circumstances.  No  indemnifying  party shall,
without  the  prior  written  consent  of  the  indemnified  party,  effect  any
settlement  of any  pending  or  threatened  action  in  respect  of  which  any
indemnified  party is or could have been a party and  indemnity  could have been
sought  hereunder by such indemnified  party unless such settlement  includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action.
<PAGE>
                      4. If the indemnification  provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under Sections
1 or 2 above, then each  indemnifying  party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses,  claims, damages
or liabilities  referred to in Section 1 or 2 above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying  party
on the one hand and the indemnified  party on the other from the offering of the
Common  Stock or (ii) if the  allocation  provided  by  clause  (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the indemnifying party on the one hand and the indemnified party on the
other in  connection  with the  statements or omissions  which  resulted in such
losses,  claims,  damages or liabilities as well as any other relevant equitable
considerations.  The relative benefits received by the indemnifying party on the
one hand and the  indemnified  party on the  other  shall be deemed to be in the
same  proportion as the total net proceeds from the offering  (before  deducting
expenses)  received by the  indemnifying  party and the indemnified  party.  The
relative fault shall be determined by reference to, among other things,  whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged  omission to state a material  fact shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omissions or alleged  omission to state a material  fact relates to
information  supplied by the indemnifying party or the indemnified party and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such untrue  statement  or  omission.  The amount paid by any
party as a result of the losses, claims,  damages, or liabilities referred to in
the first sentence of this Section shall be deemed to include any legal or other
expenses  reasonably  incurred by such party in connection with investigating or
defending  any action or claim which is the subject of this  Section.  No person
guilty of fraudulent  misrepresentation  (within the meaning of
<PAGE>
Section 11(f) of the Act) shall be entitled to contribution  from any person who
was not guilty of such fraudulent misrepresentation.

                      5.  The   obligations  of  the  Company  and  the  Selling
Stockholders  under this Agreement  shall be in addition to any liability  which
the Company and the Selling Stockholders may otherwise have.

                      6. It is agreed  that any  controversy  arising out of the
operation of the interim reimbursement  arrangements set forth herein, including
the  amounts  of  any  requested   reimbursement  payments  and  the  method  of
determining  such amounts,  shall be settled by arbitration  conducted under the
provisions  of the  Constitution  and Rules of the Board of Governors of the New
York Stock  Exchange,  Inc. or pursuant to the Code of Arbitration  Procedure of
the NASD or, if any such arbitration  procedure is unavailable,  pursuant to the
rules of the American  Arbitration  Association.  Any such  arbitration  must be
commenced by service of a written  demand for  arbitration  or written notice of
intention to arbitrate,  therein electing the arbitration tribunal. In the event
the party demanding arbitration does not make such designation of an arbitration
tribunal in such demand or notice,  then the party  responding to said demand or
notice is  authorized  to do so.  Such an  arbitration  would be  limited to the
operation of the interim reimbursement  provisions contained in Section 3 hereof
and would not resolve the ultimate propriety or enforceability of the obligation
to  reimburse  expenses  which is created by the  provisions  of such  Section 3
hereof.

                      7. In the event the Company  and the Selling  Stockholders
shall be  liable  to  reimburse  the  Underwriters  for  out-of-pocket  expenses
incurred  by the  Underwriters  as a  consequence  of the  refusal,  failure  or
inability by the Company or any Selling  Stockholder to perform any  undertaking
or  obligation  required to be  performed  by the  Underwriting  Agreement,  the
Company and each of the Selling  Stockholders agree that the person who 
<PAGE>
fails to perform its respective obligations shall be liable to the party who has
not  defaulted  in its  obligations  under the  Underwriting  Agreement  for all
amounts required to be paid by the Company and the Selling Stockholders pursuant
to the Underwriting Agreement.

                      8. Any notice,  claim or demand hereunder shall be made in
writing  and  shall  be  sufficient  if given as  provided  in the  Underwriting
Agreement.

                      9. This  Agreement  shall be binding upon and inure to the
                      benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns.

                      10. This Agreement  shall be governed by, and construed in
accordance  with,  the laws of the  State of New  York,  without  regard to such
jurisdiction's conflicts of laws principles.

                      11. This  Agreement may be executed by one or more parties
hereto in any  number of  counterparts,  each of which  shall be deemed to be an
original, but all of which shall be deemed to be one and the same instrument.

                      12. Except as otherwise  specifically  defined herein, all
capitalized  terms used in this Agreement shall have the meanings  assigned such
terms in the Underwriting Agreement.
<PAGE>

               IN WITNESS  WHEREOF,  the parties below have caused the foregoing
to be executed on their behalf this 11th day of March, 1998.


                                        OMNIQUIP INTERNATIONAL, INC.


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



                                        HARBOUR GROUP INVESTMENTS III, L.P.

                                        By: HARBOUR GROUP III MANAGEMENT
                                        CO., L.P., General Partner

                                        By: HGM III CO., General Partner


                                        By: /s/ James C. Janning
                                        James C. Janning
                                        President



                                        UNIQUIP-HGI ASSOCIATES, L.P.

                                        By: HARBOUR GROUP INDUSTRIES, INC.,
                                        General Partner

                                        By: /s/ James C. Janning
                                        James C. Janning
                                        Vice President - Operations



                                        P. Enoch Stiff


                                        /s/ P. Enoch Stiff