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


                                 April 19, 1999



Mr. Thomas K. Breslin
6601 Kingsbridge
Cary, Illinois  60013

Dear Mr. Breslin:

              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, 

<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 2


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  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 

<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 3


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 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 

<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 4

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.  

                 (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;

<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 5


                    (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  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 

<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 6


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. 

                 (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 

<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 7


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 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 

<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 8


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.

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<PAGE>

Mr. Thomas K. Breslin
April 19, 1999
Page 9


              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 AS OF THIS
19TH DAY OF APRIL, 1999



/s/ Thomas K. Breslin
----------------------------------
Thomas K. Breslin