CONFORMED COPY
















                                3,600,000 Shares


                          OMNIQUIP INTERNATIONAL, INC.
                         (Common Stock, $.01 par value)











                             UNDERWRITING AGREEMENT







March 11,1998
<PAGE>
                                                     
                                 March 11, 1998



Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Schroder & Co. Inc.
Robert W. Baird & Co. Incorporated
c/o      Morgan Stanley & Co. Incorporated
         1585 Broadway
         New York, New York  10036

Morgan Stanley & Co. International Limited
Credit Suisse First Boston (Europe) Limited
J. Henry Schroder & Co. Limited
Robert W. Baird & Co. Incorporated
c/o      Morgan Stanley & Co. International Limited
         25 Cabot Square
         Canary Wharf
         London E14 4QA
         England

Dear Sirs and Mesdames:

                  Certain  stockholders  of  OmniQuip  International,   Inc.,  a
Delaware  corporation (the "Company"),  named in Schedule I hereto (the "Selling
Shareholders")  propose to sell to the several  Underwriters (as defined below),
an aggregate of 3,600,000  shares of the Company's  Common Stock, par value $.01
(the "Firm  Shares"),  each  Selling  Shareholder  selling  the amount set forth
opposite such Selling Shareholder's name in Schedule I hereto.

                    It is understood that, subject to the conditions hereinafter
stated,  2,880,000  Firm Shares  (the "U.S.  Firm  Shares")  will be sold to the
several U.S. Underwriters named in Schedule II hereto (the "U.S.  Underwriters")
in connection  with the offering and sale of such U.S. Firm Shares in the United
States  and  Canada to United  States and  Canadian  Persons  (as such terms are
defined in the Agreement  Between U.S. and  International  Underwriters  of even
date  herewith),  and 720,000 Firm Shares (the  "International  Shares") will be
sold to the several International Underwriters named in Schedule III hereto (the
"International  Underwriters")  in connection with the offering and sale of such
International  Shares outside the United States and Canada to persons other than
United States and Canadian Persons.  Morgan Stanley & Co.  Incorporated,  Credit
Suisse First Boston  Corporation,  Schroder & Co. Inc. and Robert W. Baird & Co.
Incorporated shall act  as  representatives  (the  "U.S.  Representatives")
<PAGE>
of the  several  U.S.  Underwriters,  and  Morgan  Stanley  & Co.  International
Limited,  Credit Suisse First Boston (Europe)  Limited,  J. Henry Schroder & Co.
Limited and Robert W. Baird & Co. Incorporated shall act as representatives (the
"International  Representatives") of the several International Underwriters. The
U.S.   Underwriters   and  the   International   Underwriters   are  hereinafter
collectively referred to as the Underwriters.

                  The Selling  Shareholders  also propose to sell to the several
U.S.  Underwriters  not more than an additional  506,669 shares of the Company's
Common  Stock,  par  value  $.01 (the  "Additional  Shares")(each  such  Selling
Shareholder  selling the amount set forth  opposite  such Selling  Shareholder's
name in  Schedule I hereto),  if and to the  extent  that U.S.  Representatives,
shall have determined to exercise, on behalf of the U.S. Underwriters, the right
to purchase such shares of common stock granted to the Underwriters in Section 3
hereof.  The Firm Shares and the Additional Shares are hereinafter  collectively
referred to as the "Shares." The shares of Common Stock,  par value $.01, of the
Company to be outstanding after giving effect to the sales  contemplated  hereby
are hereinafter referred to as the "Common Stock."

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission (the "Commission") a registration statement,  relating to the Shares.
The  registration  statement  contains two prospectuses to be used in connection
with the offering  and sale of the Shares:  the U.S.  prospectus,  to be used in
connection  with the offering and sale of Shares in the United States and Canada
to United States and Canadian Persons, and the international  prospectus,  to be
used in  connection  with the  offering  and sale of Shares  outside  the United
States and Canada to persons other than United States and Canadian Persons.  The
international  prospectus  is  identical to the U.S.  prospectus  except for the
outside front cover page. The  registration  statement as amended at the time it
becomes  effective,  including the information (if any) deemed to be part of the
registration  statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the  "Securities  Act"),  is hereinafter
referred  to as the  "Registration  Statement";  the  U.S.  prospectus  and  the
international  prospectus in the respective forms first used to confirm sales of
Shares are  hereinafter  collectively  referred to as the  "Prospectus."  If the
Company has filed an abbreviated  registration  statement to register additional
shares of Common  Stock  pursuant to Rule 462(b) under the  Securities  Act (the
"Rule  462  Registration  Statement"),  then any  reference  herein  to the term
"Registration  Statement"  shall be deemed to include such Rule 462 Registration
Statement.

                  1.  Representations and Warranties of the Company. The Company
represents and warrants to and agrees with each of the Underwriters that:

                  (a) The Registration  Statement has become effective;  no stop
         order suspending the effectiveness of the Registration  Statement is in
         effect,  and no 
<PAGE>
         proceedings  for such purpose are pending  before or, to the  Company's
         knowledge, threatened by the Commission.

                  (b) (i) The Registration Statement,  when it became effective,
         did not contain and, as amended or  supplemented,  if applicable,  will
         not contain any untrue  statement of a material fact or omit to state a
         material  fact  required to be stated  therein or necessary to make the
         statements therein not misleading,  (ii) the Registration Statement and
         the Prospectus  comply and, as amended or supplemented,  if applicable,
         will comply in all material  respects with the  Securities  Act and the
         applicable rules and regulations of the Commission thereunder and (iii)
         the  Prospectus  does not contain and, as amended or  supplemented,  if
         applicable, will not contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the statements therein,
         in the light of the  circumstances  under  which  they were  made,  not
         misleading, except that the representations and warranties set forth in
         this  paragraph  1(b) do not apply to  statements  or  omissions in the
         Registration   Statement  or  the  Prospectus  based  upon  information
         relating to any Underwriter furnished to the Company in writing by such
         Underwriter through you expressly for use therein.

                  (c)  The  Company  has  been  duly  incorporated,  is  validly
         existing  as a  corporation  in good  standing  under  the  laws of the
         jurisdiction  of  its  incorporation,   has  the  corporate  power  and
         authority  to own its property and to conduct its business as described
         in the Prospectus and is duly qualified to transact  business and is in
         good standing in each jurisdiction in which the conduct of its business
         or its ownership or leasing of property  requires  such  qualification,
         except to the extent that the failure to be so  qualified or be in good
         standing  would not have a material  adverse  effect on the Company and
         its subsidiaries, taken as a whole.

                  (d) Each subsidiary of the Company has been duly incorporated,
         is validly existing as a corporation in good standing under the laws of
         the  jurisdiction  of its  incorporation,  has the corporate  power and
         authority  to own its property and to conduct its business as described
         in the Prospectus and is duly qualified to transact  business and is in
         good standing in each jurisdiction in which the conduct of its business
         or its ownership or leasing of property  requires  such  qualification,
         except to the extent that the failure to be so  qualified or be in good
         standing  would not have a material  adverse  effect on the Company and
         its subsidiaries, taken as a whole; all of the issued shares of capital
         stock of each  subsidiary  of the  Company  have been duly and  validly
         authorized and issued,  are fully paid and non-assessable and are owned
         directly  by the  Company,  free and clear of all liens,  encumbrances,
         equities or claims, except as described in the Prospectus.
<PAGE>
                  (e) This  Agreement  has been duly  authorized,  executed  and
         delivered by the Company.

                  (f) The authorized capital stock of the Company conforms as to
         legal matters to the description thereof contained in the Prospectus.

                  (g) The  outstanding  shares of Common  Stock  (including  the
         Shares  to  be  sold  by  the  Selling  Shareholders)  have  been  duly
         authorized and are validly issued, fully paid and non-assessable.

                  (h) The  execution  and  delivery  by the  Company of, and the
         performance  by the Company of its  obligations  under,  this Agreement
         will not contravene any provision of applicable law or the  certificate
         of  incorporation  or by-laws of the Company or any  agreement or other
         instrument  (after giving effect to any written  waiver of a default or
         written  consent to such  agreement  or  instrument)  binding  upon the
         Company or any of its subsidiaries  that is material to the Company and
         its subsidiaries, taken as a whole, or any judgment, order or decree of
         any governmental  body,  agency or court having  jurisdiction  over the
         Company or any subsidiary, and no consent,  approval,  authorization or
         order of, or  qualification  with, any  governmental  body or agency is
         required for the  performance by the Company of its  obligations  under
         this  Agreement,  except such as may be required by the  securities  or
         Blue Sky laws of the various states or the securities  laws of non-U.S.
         jurisdictions in connection with the offer and sale of the Shares.

                  (i) There has not occurred any material adverse change, or any
         development  involving a prospective  material  adverse change,  in the
         condition,  financial or  otherwise,  or in the  earnings,  business or
         operations of the Company and its subsidiaries,  taken as a whole, from
         that set  forth  in the  Prospectus  (exclusive  of any  amendments  or
         supplements   thereto  subsequent  to  the  date  of  this  Agreement).
         Subsequent to the respective dates as of which  information is given in
         the Registration Statement and the Prospectus,  (i) the Company and its
         subsidiaries  have not incurred any material  liability or  obligation,
         direct or contingent,  nor entered into any material transaction not in
         the ordinary course of business; (ii) the Company has not purchased any
         of its outstanding capital stock, nor declared,  paid or otherwise made
         any  dividend or  distribution  of any kind on its capital  stock other
         than ordinary and customary dividends; and (iii) there has not been any
         material change in the capital stock, short-term debt or long-term debt
         of the Company and its consolidated  subsidiaries,  except in each case
         as described in or contemplated by the Prospectus.

                  (j) There are no legal or governmental proceedings pending or,
         to the Company's  knowledge,  threatened to which the Company or any of
         its
<PAGE>
         subsidiaries  is a  party  or to  which  any of the  properties  of the
         Company or any of its  subsidiaries  is subject that are required to be
         described in the  Registration  Statement or the Prospectus and are not
         so described or any statutes, regulations, contracts or other documents
         that are required to be described in the Registration  Statement or the
         Prospectus  or to be filed as  exhibits to the  Registration  Statement
         that are not described or filed as required.

                  (k)  Each   preliminary   prospectus  filed  as  part  of  the
         registration  statement as originally filed or as part of any amendment
         thereto,  or filed  pursuant  to Rule 424  under  the  Securities  Act,
         complied when so filed in all material respects with the Securities Act
         and the applicable rules and regulations of the Commission thereunder.

                  (l)  The  Company  is not  and,  after  giving  effect  to the
         offering and sale of the Shares and the  application of the proceeds as
         described in the  Prospectus,  will not be an "investment  company," as
         such term is defined in the Investment Company Act of 1940, as amended.

                  (m) The Company  and its  subsidiaries  (i) are in  compliance
         with any and all applicable foreign,  federal, state and local laws and
         regulations  relating  to the  protection  of human  health  and safety
         (including   occupational  health  and  safety),   the  environment  or
         hazardous or toxic  substances or wastes,  pollutants  or  contaminants
         (collectively,  "Environmental  Laws"), (ii) have received all permits,
         licenses  or  other  approvals   required  of  them  under   applicable
         Environmental Laws to conduct their respective businesses and (iii) are
         in compliance with all terms and conditions of any such permit, license
         or approval,  except where such noncompliance with Environmental  Laws,
         failure to receive  required  permits,  licenses or other  approvals or
         failure  to  comply  with the  terms and  conditions  of such  permits,
         licenses or approvals  would not,  singly or in the  aggregate,  have a
         material adverse effect on the Company and its subsidiaries, taken as a
         whole.

                  (n)  There  are  no  costs  or  liabilities   associated  with
         Environmental  Laws  (including,  without  limitation,  any  capital or
         operating expenditures required for clean-up,  closure of properties or
         compliance with Environmental Laws or any permit,  license or approval,
         any related  constraints  on  operating  activities  and any  potential
         liabilities to third parties) which would,  singly or in the aggregate,
         have  a  material  adverse  effect  on  the  condition,   financial  or
         otherwise, or on the earnings, business, prospects or operations of the
         Company and its subsidiaries, taken as a whole.

                  (o)  Except  as  described  in the  Prospectus,  there  are no
         contracts,  agreements  or  understandings  between the Company and any
         person granting
<PAGE>
         such  person the right to require  the  Company to file a  registration
         statement  under the  Securities  Act with respect to any securities of
         the Company or to require the Company to include such  securities  with
         the Shares registered pursuant to the Registration Statement.

                  (p) The Company and its subsidiaries  have good and marketable
         title in fee simple to all real property and good and marketable  title
         to all  personal  property  owned  by them  which  is  material  to the
         business  of the Company  and its  subsidiaries,  in each case free and
         clear  of all  liens,  encumbrances  and  defects  except  such  as are
         described in the  Prospectus  or such as do not  materially  affect the
         value  of such  property  and do not  interfere  with  the use made and
         proposed  to  be  made  of  such   property  by  the  Company  and  its
         subsidiaries;  and any real property and buildings  held under lease by
         the  Company  and  its  subsidiaries  are  held by  them  under  valid,
         subsisting  and  enforceable  leases  with such  exceptions  as are not
         material and do not interfere with the use made and proposed to be made
         of such property and buildings by the Company and its subsidiaries,  in
         each case except as described in or contemplated by the Prospectus.

                  (q) The Company and its  subsidiaries  own or possess,  or can
         acquire on  reasonable  terms,  all material  patents,  patent  rights,
         licenses, inventions, copyrights, know-how (including trade secrets and
         other  unpatented  and/or  unpatentable   proprietary  or  confidential
         information,  systems or  procedures),  trademarks,  service  marks and
         trade names currently  employed by them in connection with the business
         now  operated  by  them,  and  neither  the  Company  nor  any  of  its
         subsidiaries  has  received any notice of  infringement  of or conflict
         with  asserted  rights of others with  respect to any of the  foregoing
         which,  singly or in the  aggregate,  if the subject of an  unfavorable
         decision,  ruling or  finding,  would  result in any  material  adverse
         change in the  condition,  financial or otherwise,  or in the earnings,
         business or operations of the Company and its subsidiaries,  taken as a
         whole.

                  (r) No  material  labor  dispute  with  the  employees  of the
         Company or any of its  subsidiaries  exists,  except as described in or
         contemplated by the Prospectus, or, to the knowledge of the Company, is
         imminent;  and the Company is not aware of any existing,  threatened or
         imminent  labor  disturbance  by the  employees of any of its principal
         suppliers,  manufacturers  or  contractors  that  could  result  in any
         material adverse change in the condition, financial or otherwise, or in
         the   earnings,   business  or   operations  of  the  Company  and  its
         subsidiaries, taken as a whole.

                  (s) The  Company and each of its  subsidiaries  are insured by
         insurers of recognized financial responsibility against such losses and
         risks  and  in  such
<PAGE>
         amounts as are prudent and  customary in the  businesses  in which they
         are  engaged;  neither the Company  nor any such  subsidiary  (but with
         respect  to any  period  prior to the  time  such  subsidiary  become a
         subsidiary  of the Company,  only with respect to periods after January
         1, 1992 and then only to the knowledge of the Company) has been refused
         any insurance  coverage  sought or applied for; and neither the Company
         nor any such  subsidiary  has any reason to believe that it will not be
         able to renew its existing insurance coverage as and when such coverage
         expires or to obtain similar  coverage from similar  insurers as may be
         necessary to continue its business at a cost that would not  materially
         and adversely  affect the  condition,  financial or  otherwise,  or the
         earnings,  business or operations of the Company and its  subsidiaries,
         taken  as a  whole,  except  as  described  in or  contemplated  by the
         Prospectus.

                  (t) The Company and its subsidiaries possess all certificates,
         authorizations and permits issued by the appropriate federal,  state or
         foreign  regulatory  authorities  necessary to conduct their respective
         businesses,  and  neither  the  Company  nor any  such  subsidiary  has
         received  any  notice of  proceedings  relating  to the  revocation  or
         modification of any such certificate,  authorization or permit,  except
         for  failures  to  possess  and  proceedings  which,  singly and in the
         aggregate,  would not have a material  adverse effect on the condition,
         financial or otherwise,  or in the earnings,  business or operations of
         the Company and its subsidiaries, taken as a whole.

                  (u) The Company and each of its subsidiaries maintain a system
         of  internal  accounting  controls  sufficient  to  provide  reasonable
         assurance  that  (i)  transactions  are  executed  in  accordance  with
         management's general or specific authorizations;  (ii) transactions are
         recorded as necessary to permit preparation of financial  statements in
         conformity  with  generally  accepted  accounting   principles  and  to
         maintain asset accountability; (iii) access to assets is permitted only
         in accordance with management's general or specific authorization;  and
         (iv) the recorded  accounting  for assets is compared with the existing
         assets at  reasonable  intervals and  appropriate  action is taken with
         respect to any differences.

                  (v) The Company has complied  with all  provisions  of Section
         517.075,   Florida  Statutes   relating  to  doing  business  with  the
         Government of Cuba or with any person or affiliate located in Cuba.


                  2. Representations and Warranties of the Selling Shareholders.
Each Selling Shareholder  represents and warrants to and agrees with each of the
Underwriters that:
<PAGE>
                  (a) This  Agreement  has been duly  authorized,  executed  and
         delivered by or on behalf of such Selling Shareholder.

                  (b) The execution and delivery by such Selling Shareholder of,
         and the  performance  by such Selling  Shareholder  of its  obligations
         under,  this  Agreement will not contravene any provision of applicable
         law, or the agreement or  certificate  of limited  partnership  of such
         Selling Shareholder;  or any agreement or other instrument binding upon
         such  Selling  Shareholder  or any  judgment,  order or  decree  of any
         governmental  body,  agency  or court  having  jurisdiction  over  such
         Selling Shareholder,  and no consent, approval,  authorization or order
         of, or qualification  with, any governmental body or agency is required
         for the  performance  by such Selling  Shareholder  of its  obligations
         under this Agreement,  except such as may be required by the securities
         or Blue  Sky  laws of the  various  states  or the  securities  laws of
         non-U.S.  jurisdictions  in  connection  with the offer and sale of the
         Firm Shares.

                  (c) Such Selling  Shareholder has, and on the Closing Date and
         the Option Closing Date will have, valid title to the Shares to be sold
         by such  Selling  Shareholder  and the legal  right and power,  and all
         authorization  and  approval  required  by  law,  to  enter  into  this
         Agreement  and to sell,  transfer  and deliver the Shares to be sold by
         such Selling Shareholder.

                  (d) The Shares to be sold by such Selling Shareholder pursuant
         to this  Agreement have been duly  authorized  and are validly  issued,
         fully paid and non-assessable.

                  (e)  Delivery  of  the  Shares  to be  sold  by  such  Selling
         Shareholder  pursuant to this  Agreement will pass title to such Shares
         free and clear of any security interests,  claims,  liens, equities and
         other encumbrances.

                  (f) (i) The Registration Statement,  when it became effective,
         did not contain and, as amended or  supplemented,  if applicable,  will
         not contain any untrue  statement of a material fact or omit to state a
         material  fact  required to be stated  therein or necessary to make the
         statements  therein not  misleading  and (ii) the  Prospectus  does not
         contain  and,  as  amended or  supplemented,  if  applicable,  will not
         contain  any untrue  statement  of a  material  fact or omit to state a
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading.

                  3. Agreements to Sell and Purchase.  Each Selling Shareholder,
severally and not jointly,  hereby  agrees to sell to the several  Underwriters,
and each  Underwriter,  upon the  basis of the  representations  and  warranties
herein  contained,  but subject to the conditions  hereinafter  stated,  agrees,
severally  and not jointly,  to
<PAGE>
purchase from such Selling  Shareholder  at U.S.  $25.50 a share (the  "Purchase
Price") the number of Firm  Shares  (subject to such  adjustments  to  eliminate
fractional  shares as you may determine)  that bears the same  proportion to the
number of Firm Shares to be sold by such  Selling  Shareholder  as the number of
Firm Shares set forth in Schedules  II and III hereto  opposite the name of such
Underwriter bears to the total number of Firm Shares.

                  On the basis of the representations  and warranties  contained
in this  Agreement,  and  subject  to its  terms  and  conditions,  the  Selling
Shareholders  agree to sell to the U.S.  Underwriters the Additional Shares, and
the  Underwriters  shall have a one-time  right to purchase,  severally  and not
jointly,  up to 506,669  Additional  Shares at the Purchase  Price.  If the U.S.
Representatives,  on behalf of the U.S.  Underwriters,  elect to  exercise  such
option,  the U.S.  Representatives  shall so notify the  Company and the Selling
Shareholders in writing not later than 30 days after the date of this Agreement,
which notice shall  specify the number of  Additional  Shares to be purchased by
the U.S.  Underwriters  and the date on which such  shares are to be  purchased.
Such date may be the same as the Closing Date (as defined below) but not earlier
than the Closing  Date nor later than ten  business  days after the date of such
notice.  Additional  Shares may be  purchased  as  provided  in Section 5 hereof
solely for the purpose of covering  over-allotments  made in connection with the
offering of the Firm Shares. If any Additional Shares are to be purchased,  each
U.S.  Underwriter  agrees,  severally and not jointly, to purchase the number of
Additional Shares (subject to such adjustments to eliminate fractional shares as
the U.S.  Representatives  may determine)  that bears the same proportion to the
total number of  Additional  Shares to be purchased as the number of Firm Shares
set forth in Schedule II hereto opposite the name of such U.S. Underwriter bears
to the total number of U.S. Firm Shares.  The Additional  Shares to be purchased
by the U.S.  Underwriters and the U.S. Firm Shares are hereinafter  collectively
referred to as the "U.S.  Shares." If any Additional Shares are to be purchased,
the  Shares  held  by  Mr.  P.  Enoch  Stiff  shall  be  sold  first,  and  then
proportionately by the remaining Selling Shareholders.

                  The Company and each Selling  Shareholder  hereby agrees that,
without the prior written consent of Morgan Stanley & Co. Incorporated on behalf
of the  Underwriters,  it will not,  during the period  ending 90 days after the
date of the  Prospectus,  (i) offer,  pledge,  sell,  contract to sell, sell any
option or contract to purchase,  purchase any option or contract to sell,  grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of,  directly  or  indirectly,  any  shares  of Common  Stock or any  securities
convertible  into or exercisable or exchangeable  for Common Stock or (ii) enter
into any swap or other  arrangement  that  transfers to another,  in whole or in
part, any of the economic consequences of ownership of the Common Stock, whether
any such  transaction  described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other  securities,  in cash or  otherwise.  The
foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B)
<PAGE>
the  issuance by the Company of shares of Common  Stock upon the  exercise of an
option or warrant or the conversion of a security outstanding on the date hereof
of which the Underwriters have been advised in writing. In addition, the Selling
Shareholders  agree that,  without the prior written consent of Morgan Stanley &
Co. Incorporated on behalf of the Underwriters, they will not, during the period
ending  90 days  after  the date of the  Prospectus,  make any  demand  for,  or
exercise  any right with  respect to, the  registration  of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common
Stock.

                  4. Terms of Public  Offering.  The  Selling  Shareholders  are
advised by you that the Underwriters  propose to make a public offering of their
respective  portions of the Shares as soon after the Registration  Statement and
this  Agreement  have become  effective as in your  judgment is  advisable.  The
Selling  Shareholders  are  further  advised  by you that the  Shares  are to be
offered to the public  initially at U.S.  $25.50 a share (the  "Public  Offering
Price")  and to certain  dealers  selected by you at a price that  represents  a
concession not in excess of U.S. $0.775 a share under the Public Offering Price,
and that any Underwriter may allow, and such dealers may reallow,  a concession,
not in excess of U.S.  $0.10 a share,  to any  Underwriter  or to certain  other
dealers.

                  5. Payment and Delivery.  Payment for the Firm Shares shall be
made to the Selling Shareholders in Federal or other funds immediately available
in Chicago,  Illinois,  against  delivery of the Firm Shares for the  respective
accounts of the several Underwriters at the office of Sidley & Austin, One First
National Plaza,  Chicago,  Illinois 60603 at 9:00 a.m., local time, on March 17,
1998, or at such other time on the same or such other date, not later than March
24, 1998,  as shall be  designated  in writing by you. The time and date of such
payment are hereinafter referred to as the "Closing Date."

                  Payment for any Additional Shares shall be made to the Selling
Shareholders  in  Federal  or other  funds  immediately  available  in  Chicago,
Illinois against delivery of the Additional  Shares for the respective  accounts
of the several U.S.  Underwriters at the office of Sidley & Austin at 9:00 a.m.,
local time,  on the date  specified  in the notice  described in Section 3 or on
such  other  date,  in any event  not later  than  April 24,  1998,  as shall be
designated  in  writing  by the  U.S.  Representatives,  on  behalf  of the U.S.
Underwriters.  The time and date of such payment are hereinafter  referred to as
the "Option Closing Date."

                  Certificates  for the Firm Shares and Additional  Shares shall
be in definitive form and registered in such names and in such  denominations as
you shall  request in writing not later than one full  business day prior to the
Closing Date or the Option  Closing Date,  as the case may be. The  certificates
evidencing  the Firm Shares and  Additional  Shares shall be delivered to you on
the  Closing  Date or the  Option
<PAGE>
Closing  Date,  as the case may be, for the  respective  accounts of the several
Underwriters, with any transfer taxes payable in connection with the transfer of
the Shares to the Underwriters duly paid,  against payment of the Purchase Price
therefor.

                  6.   Conditions   to  the   Underwriters'   Obligations.   The
obligations of the Selling  Shareholders to sell the Shares to the  Underwriters
and the several  obligations  of the  Underwriters  to purchase  and pay for the
Shares on the Closing Date are subject to the  condition  that the  Registration
Statement  shall have become  effective not later than 3:00 p.m. (New York time)
on the date hereof.

                  The several obligations of the Underwriters are subject to the
following further conditions:

                  (a) Subsequent to the execution and delivery of this Agreement
         and prior to the Closing Date:

                         (i) there shall not have occurred any downgrading,  nor
                  shall any notice have been given of any  intended or potential
                  downgrading  or of any review for a possible  change that does
                  not indicate the  direction  of the  possible  change,  in the
                  rating  accorded  any  of  the  Company's  securities  by  any
                  "nationally  recognized  statistical rating  organization," as
                  such term is defined for purposes of Rule 436(g)(2)  under the
                  Securities Act; and

                         (ii) there shall not have  occurred any change,  or any
                  development  involving a prospective change, in the condition,
                  financial  or  otherwise,  or in  the  earnings,  business  or
                  operations  of the  Company and its  subsidiaries,  taken as a
                  whole, from that set forth in the Prospectus (exclusive of any
                  amendments or  supplements  thereto  subsequent to the date of
                  this  Agreement)  that,  in your  judgment,  is  material  and
                  adverse and that makes it, in your judgment,  impracticable to
                  market the Shares on the terms and in the manner  contemplated
                  in the Prospectus.

                  (b) The Underwriters shall have received on the Closing Date a
         certificate,  dated the Closing Date and signed by an executive officer
         of the Company,  to the effect set forth in clause  (a)(i) above and to
         the effect  that the  representations  and  warranties  of the  Company
         contained in this Agreement are true and correct as of the Closing Date
         and that the  Company  has  complied  with  all of the  agreements  and
         satisfied  all of  the  conditions  on  its  part  to be  performed  or
         satisfied hereunder on or before the Closing Date.

                  The officer signing and delivering  such  certificate may rely
         upon the best of his or her knowledge as to proceedings threatened.
<PAGE>
                  (c) The  Underwriters  shall have received on the Closing Date
         an opinion of Dickstein  Shapiro Morin & Oshinsky LLP,  outside counsel
         for the Company, dated the Closing Date, to the effect that:

                            (i) the  Company  has  been  duly  incorporated,  is
                  validly  existing as a corporation  in good standing under the
                  laws  of  the  jurisdiction  of  its  incorporation,  has  the
                  corporate  power  and  authority  to own its  property  and to
                  conduct its  business as described  in the  Prospectus  and is
                  duly qualified to transact business and is in good standing in
                  each  jurisdiction in which the conduct of its business or its
                  ownership or leasing of property requires such  qualification,
                  except to the extent that the failure to be so qualified or be
                  in good standing  would not have a material  adverse effect on
                  the Company and its subsidiaries, taken as a whole;

                           (ii) each  subsidiary  of the  Company  has been duly
                  incorporated,  is validly  existing as a  corporation  in good
                  standing   under   the  laws  of  the   jurisdiction   of  its
                  incorporation,  has the  corporate  power and authority to own
                  its  property  and to conduct its business as described in the
                  Prospectus and is duly  qualified to transact  business and is
                  in good standing in each  jurisdiction in which the conduct of
                  its business or its ownership or leasing of property  requires
                  such  qualification,  except to the extent that the failure to
                  be so  qualified  or be in  good  standing  would  not  have a
                  material  adverse effect on the Company and its  subsidiaries,
                  taken as a whole;

                           (iii) the  authorized  capital  stock of the  Company
                  conforms  as to  legal  matters  to  the  description  thereof
                  contained in the Prospectus;

                           (iv)  the   outstanding   shares  of   Common   Stock
                  (including the Shares to be sold by the Selling  Shareholders)
                  have been duly authorized and are validly  issued,  fully paid
                  and non-assessable;

                           (v) this Agreement has been duly authorized, executed
                  and delivered by the Company;

                           (vi) the  execution  and  delivery by the Company of,
                  and the performance by the Company of its  obligations  under,
                  this Agreement will not contravene any provision of applicable
                  law or the  certificate  of  incorporation  or  by-laws of the
                  Company  or,  to the  best of such  counsel's  knowledge,  any
                  agreement or other instrument  binding upon the Company or any
                  of its  subsidiaries  that is  material to the Company and its
                  subsidiaries,  taken  as a  whole,  or,  to the  best  of such
                  counsel's  knowledge,  any  judgment,  order or  decree of any
                  governmental  body,
<PAGE>
                  agency or court  having  jurisdiction  over the Company or any
                  subsidiary, and no consent,  approval,  authorization or order
                  of, or qualification  with, any governmental body or agency is
                  required for the performance by the Company of its obligations
                  under this  Agreement,  except  such as may be required by the
                  securities  or Blue  Sky  laws of the  various  states  or the
                  securities laws of non-U.S.  jurisdictions  in connection with
                  the offer and sale of the Shares;

                           (vii) the statements (A) in the Prospectus  under the
                  captions  "Management,"  "Principal and Selling Stockholders,"
                  "Certain  Transactions,"  "Description  of Capital  Stock" and
                  "Underwriters"  (only with respect to this  Agreement) and (B)
                  in the Registration Statement in Items 14 and 15, in each case
                  insofar as such statements  constitute  summaries of the legal
                  matters,  documents or proceedings referred to therein, fairly
                  present the information  called for with respect to such legal
                  matters,  documents and proceedings  and fairly  summarize the
                  matters referred to therein;

                           (viii) after due inquiry,  such counsel does not know
                  of any legal or governmental proceedings pending or threatened
                  to which the Company or any of its  subsidiaries is a party or
                  to which any of the  properties  of the  Company or any of its
                  subsidiaries  is subject  that are required to be described in
                  the  Registration  Statement or the  Prospectus and are not so
                  described or of any statutes, regulations,  contracts or other
                  documents   that  are   required  to  be   described   in  the
                  Registration  Statement  or the  Prospectus  or to be filed as
                  exhibits to the Registration  Statement that are not described
                  or filed as required;

                           (ix) the Company is not an  "investment  company," as
                  such term is defined in the Investment Company Act of 1940, as
                  amended;

                           (x) Nothing has come to such counsel's attention that
                  the  Company  or  any  of  its  subsidiaries  (A)  are  not in
                  compliance with any and all applicable Environmental Laws, (B)
                  have not  received all  permits,  licenses or other  approvals
                  required of any of them under applicable Environmental Laws to
                  conduct  their  respective  businesses  and  (C)  are  not  in
                  compliance  with all terms and  conditions of any such permit,
                  license or  approval,  except  where such  noncompliance  with
                  Environmental  Laws,  failure  to  receive  required  permits,
                  licenses  or other  approvals  or failure  to comply  with the
                  terms and  conditions of such  permits,  licenses or approvals
                  would not, singly or in the aggregate, have a material adverse
                  effect on the Company and its subsidiaries,  taken as a whole;
                  and
<PAGE>
                         (xi)  such  counsel  (A) is of  the  opinion  that  the
                  Registration  Statement and  Prospectus  (except for financial
                  statements and schedules and other  financial and  statistical
                  data  included  therein  as to  which  such  counsel  need not
                  express  any  opinion)  comply  as to  form  in  all  material
                  respects with the Securities Act and the applicable  rules and
                  regulations of the Commission thereunder, (B) has no reason to
                  believe that (except for  financial  statements  and schedules
                  and other  financial  and  statistical  data as to which  such
                  counsel   need  not  express  any  belief)  the   Registration
                  Statement and the prospectus  included therein at the time the
                  Registration  Statement became effective  contained any untrue
                  statement  of a  material  fact or omitted to state a material
                  fact  required to be stated  therein or  necessary to make the
                  statements  therein  not  misleading  and (C) has no reason to
                  believe that (except for  financial  statements  and schedules
                  and other  financial  and  statistical  data as to which  such
                  counsel need not express any belief) the  Prospectus  contains
                  any untrue  statement  of a material  fact or omits to state a
                  material  fact  necessary  in  order  to make  the  statements
                  therein,  in the light of the  circumstances  under which they
                  were made, not misleading.

                  (d) The  Underwriters  shall have received on the Closing Date
         an opinion of Dickstein  Shapiro Morin & Oshinsky LLP,  counsel for the
         Selling Shareholders, dated the Closing Date, to the effect that:

                           (i) this Agreement has been duly authorized, executed
                  and delivered by or on behalf of each Selling Shareholder;

                           (ii)  the  execution  and  delivery  by each  Selling
                  Shareholder   of,  and  the   performance   by  each   Selling
                  Shareholder of its obligations  under, this Agreement will not
                  contravene any provision of applicable law, or the certificate
                  or   agreement   of  limited   partnership   of  such  Selling
                  Shareholder,  or, to the best of such counsel's knowledge, any
                  agreement  or  other  instrument  binding  upon  such  Selling
                  Shareholder or, to the best of such counsel's  knowledge,  any
                  judgment,  order or decree of any governmental body, agency or
                  court having jurisdiction over such Selling  Shareholder,  and
                  no   consent,   approval,   authorization   or  order  of,  or
                  qualification   with,  any  governmental  body  or  agency  is
                  required for the  performance  by such Selling  Shareholder of
                  its obligations  under this  Agreement,  except such as may be
                  required  by the  securities  or Blue Sky laws of the  various
                  states or the  securities  laws of non-U.S.  jurisdictions  in
                  connection with offer and sale of the Shares;

                           (iii) each  Selling  Shareholder  has the legal right
                  and power, and all authorization and approval required by law,
                  to enter into this 
<PAGE>
                  Agreement  and to sell,  transfer and deliver the Shares to be
                  sold by such Selling Shareholder; and

                            (iv) each Selling  Shareholder has record  ownership
                  and, to such counsel's knowledge,  beneficial ownership of the
                  Shares to be sold by it to the  Underwriters  pursuant  to the
                  Underwriting  Agreement,  and,  assuming that the Underwriters
                  are "bona fide  purchasers" (as defined under Section 8-302 of
                  the New York Uniform  Commercial  Code),  upon delivery of the
                  certificates  for  any  Shares  to be  sold  by  such  Selling
                  Shareholder  against payment  therefor the  Underwriters  will
                  acquire  valid  title to such  Shares,  free and  clear of any
                  security  interest or "adverse  claims"  within the meaning of
                  section 8-302 of the New York Uniform Commercial Code.

                  (e) The  Underwriters  shall have received on the Closing Date
         an opinion of Sidley & Austin, counsel for the Underwriters,  dated the
         Closing Date,  covering the matters referred to in  subparagraphs  (v),
         (vii)  (but  only  as  to  the  statements  in  the  Prospectus   under
         "Description  of  Capital  Stock"  and   "Underwriters")  and  (xi)  of
         paragraph (c) above.

                  With  respect to  subparagraph  (xi) of  paragraph  (c) above,
         Dickstein  Shapiro  Morin & Oshinsky  LLP and Sidley & Austin may state
         that their opinion and belief are based upon their participation in the
         preparation  of the  Registration  Statement  and  Prospectus  and  any
         amendments  or  supplements  thereto and review and  discussion  of the
         contents  thereof,  but are without  independent check or verification,
         except as  specified.  With respect to paragraph  (d) above,  Dickstein
         Shapiro  Morin & Oshinsky  LLP may rely upon,  with  respect to factual
         matters  and  to  the  extent  such  counsel  deems  appropriate,   the
         representations of the Selling Shareholders contained herein.

                  The  opinions  of  Dickstein  Shapiro  Morin  &  Oshinsky  LLP
         described  in  paragraphs  (c) and (d) above  shall be  rendered to the
         Underwriters at the request of the Company or the Selling Shareholders,
         as the case may be, and shall so state therein.

                  (f) The Underwriters shall have received,  on each of the date
         hereof and the  Closing  Date,  a letter  dated the date  hereof or the
         Closing Date, as the case may be, in form and substance satisfactory to
         the  Underwriters,   from  Price  Waterhouse  LLP,  independent  public
         accountants,   containing   statements  and  information  of  the  type
         ordinarily  included in accountants'  "comfort letters" to underwriters
         with  respect  to  the  financial   statements  and  certain  financial
         information contained in the Registration Statement and the Prospectus;
<PAGE>
         provided  that the letter  delivered  on the  Closing  Date shall use a
         "cut-off date" not earlier than the date hereof.

                  (g) The Underwriters shall have received,  on each of the date
         hereof and the  Closing  Date,  a letter  dated the date  hereof or the
         Closing Date, as the case may be, in form and substance satisfactory to
         the  Underwriters,   from  Arthur  Andersen  LLP,   independent  public
         accountants,   containing   statements  and  information  of  the  type
         ordinarily  included in accountants'  "comfort letters" to underwriters
         with  respect  to  the  financial   statements  and  certain  financial
         information contained in the Registration  Statement and the Prospectus
         relating to the  acquisition by the Company of the Snorkel  Division of
         Figgie  International  Inc.;  provided that the letter delivered on the
         Closing  Date  shall use a  "cut-off  date" not  earlier  than the date
         hereof.

                  (h) The "lock-up"  agreements,  each substantially in the form
         of Exhibit A hereto, between you and certain shareholders, officers and
         directors  of  the  Company   relating  to  sales  and  certain   other
         dispositions  of shares of Common  Stock or certain  other  securities,
         delivered to you on or before the date  hereof,  shall be in full force
         and effect on the Closing Date.

                  (i) The Underwriters shall have received on the Closing Date a
         certificate, dated the Closing Date and signed on behalf of each of the
         Selling  Shareholders,  to the  effect  that  the  representations  and
         warranties of such Selling Shareholder  contained in this Agreement are
         true  and  correct  as of  the  Closing  Date  and  that  such  Selling
         Shareholder  has complied with all of the  agreements and satisfied all
         of the conditions on its part to be performed or satisfied hereunder on
         or before the Closing Date.

                  The several  obligations of the U.S.  Underwriters to purchase
Additional   Shares   hereunder   are  subject  to  the  delivery  to  the  U.S.
Representatives  on the  Option  Closing  Date  of  such  documents  as you  may
reasonably  request  with respect to the good  standing of the Company,  the due
authorization and sale of the Additional Shares and other matters related to the
sale of the Additional Shares.

                  7. Covenants of the Company.  In further  consideration of the
agreements of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

                  (a) To furnish to you, without charge,  eight signed copies of
         the  Registration   Statement  (including  exhibits  thereto)  and  for
         delivery to each other Underwriter a conformed copy of the Registration
         Statement  (without exhibits thereto) and to furnish to you in New York
         City,  without  charge,  prior to 10:00 a.m. local time on the business
         day next  succeeding  the date of this  Agreement
<PAGE>
         and during the period  mentioned in paragraph (c) below, as many copies
         of the Prospectus and any supplements and amendments  thereto or to the
         Registration Statement as you may reasonably request.

                  (b)  Before  amending  or   supplementing   the   Registration
         Statement  or the  Prospectus,  to  furnish  to you a copy of each such
         proposed  amendment  or  supplement  and not to file any such  proposed
         amendment or supplement  to which you  reasonably  object,  and to file
         with the  Commission  within the  applicable  period  specified in Rule
         424(b) under the  Securities  Act any  prospectus  required to be filed
         pursuant to such Rule.

                  (c) If,  during such period after the first date of the public
         offering   of  the  Shares  as  in  the  opinion  of  counsel  for  the
         Underwriters  the  Prospectus  is  required by law to be  delivered  in
         connection  with sales by an  Underwriter  or dealer,  any event  shall
         occur or condition  exist as a result of which it is necessary to amend
         or supplement the  Prospectus in order to make the statements  therein,
         in the light of the circumstances when the Prospectus is delivered to a
         purchaser,  not  misleading,  or if, in the  opinion of counsel for the
         Underwriters,  it is necessary to amend or supplement the Prospectus to
         comply  with  applicable  law,  forthwith  to  prepare,  file  with the
         Commission and furnish,  at its own expense, to the Underwriters and to
         the dealers (whose names and addresses you will furnish to the Company)
         to which Shares may have been sold by you on behalf of the Underwriters
         and to any other dealers upon request, either amendments or supplements
         to the  Prospectus  so that  the  statements  in the  Prospectus  as so
         amended or  supplemented  will not,  in the light of the  circumstances
         when the  Prospectus  is delivered to a purchaser,  be misleading or so
         that the Prospectus, as amended or supplemented, will comply with law.

                  (d) To endeavor to qualify the Shares for offer and sale under
         the  securities  or Blue Sky laws of such  jurisdictions  as you  shall
         reasonably request.

                  (e) To make  generally  available  to the  Company's  security
         holders and to you as soon as practicable an earning statement covering
         the  twelve-month  period  ending March 31, 1999,  that  satisfies  the
         provisions  of Section  11(a) of the  Securities  Act and the rules and
         regulations of the Commission thereunder.

                  (f)  Whether  or not  the  transactions  contemplated  in this
         Agreement are  consummated or this  Agreement is terminated,  to pay or
         cause to be paid, jointly and severally with the Selling  Shareholders,
         all expenses  incident to the  performance of their  obligations  under
         this Agreement,  including: (i) the fees, disbursements and expenses of
         the Company's counsel and the Company's  accountants in connection with
         the  registration  and delivery of the Shares under the  Securities Act
         and all other fees or expenses in connection  with the
<PAGE>
         preparation and filing of the Registration  Statement,  any preliminary
         prospectus, the Prospectus and amendments and supplements to any of the
         foregoing,  including all printing costs associated therewith,  and the
         mailing  and  delivering  of copies  thereof  to the  Underwriters  and
         dealers, in the quantities  hereinabove  specified,  (ii) all costs and
         expenses  related to the  transfer  and  delivery  of the Shares to the
         Underwriters,  including any transfer or other taxes  payable  thereon,
         (iii) the cost of  printing or  producing  any Blue Sky  memorandum  in
         connection with the offer and sale of the Shares under state securities
         laws and all  expenses  in  connection  with the  qualification  of the
         Shares for offer and sale under  state  securities  laws as provided in
         Section 7(d) hereof,  including filing fees and the reasonable fees and
         disbursements  of counsel for the  Underwriters in connection with such
         qualification and in connection with the Blue Sky Memorandum,  (iv) all
         filing fees and  disbursements of counsel to the Underwriters  incurred
         in connection with the review and  qualification of the offering of the
         Shares by the National Association of Securities Dealers, Inc., (v) all
         fees and expenses in connection  with the preparation and filing of the
         registration statement on Form 8-A relating to the Common Stock and all
         costs and  expenses  incident  to  listing  the  Shares  on the  Nasdaq
         National Market,  (vi) the cost of printing  certificates  representing
         the  Shares,  (vii)  the  costs  and  charges  of any  transfer  agent,
         registrar or  depositary,  (viii) the costs and expenses of the Company
         relating to investor  presentations  on any "road show"  undertaken  in
         connection with the marketing of the offering of the Shares, including,
         without  limitation,  expenses  associated  with the production of road
         show slides and graphics,  fees and expenses of any consultants engaged
         in connection with the road show  presentations with the prior approval
         of the Company,  travel and lodging expenses of the representatives and
         officers of the Company and any such  consultants,  and the cost of any
         aircraft chartered in connection with the road show, and (ix) all other
         costs and expenses  incident to the  performance of the  obligations of
         the Company hereunder for which provision is not otherwise made in this
         Section.  It is  understood,  however,  that except as provided in this
         Section, Section 9 entitled "Indemnity and Contribution",  and the last
         paragraph of Section 11 below, the  Underwriters  will pay all of their
         costs and expenses,  including fees and disbursements of their counsel,
         stock transfer taxes payable on resale of any of the Shares by them and
         any advertising expenses connected with any offers they may make.

                  8. Expenses of Selling Shareholders.  Each Selling Shareholder
agrees to pay, jointly and severally with the Company,  all expenses  enumerated
in Section  7(f)  above.  To the extent not paid by the  Company,  each  Selling
Shareholder  agrees  to pay or cause to be paid (i) all  taxes,  if any,  on the
transfer and sale of the Shares being sold by such Selling  Shareholder and (ii)
all costs and expenses  incident to the  performance  of the  obligations of the
Selling  Shareholders and the Company
<PAGE>
under this Agreement, including, but not limited to, the fees, disbursements and
expenses of counsel for the Selling Shareholders.

                  9.  Indemnity  and  Contribution.  (a) The  Company  agrees to
         indemnify and hold harmless each  Underwriter and each person,  if any,
         who controls any Underwriter within the meaning of either Section 15 of
         the  Securities  Act or Section 20 of the  Securities  Exchange  Act of
         1934,  as amended (the  "Exchange  Act"),  from and against any and all
         losses, claims, damages and liabilities (including, without limitation,
         any legal or other  expenses  reasonably  incurred in  connection  with
         defending  or  investigating  any such  action or claim)  caused by any
         untrue  statement  or  alleged  untrue  statement  of a  material  fact
         contained in the Registration  Statement or any amendment thereof,  any
         preliminary prospectus or the Prospectus (as amended or supplemented if
         the  Company  shall  have   furnished  any  amendments  or  supplements
         thereto),  or caused  by any  omission  or  alleged  omission  to state
         therein a material fact  required to be stated  therein or necessary to
         make the  statements  therein not  misleading,  except  insofar as such
         losses,  claims,  damages or liabilities  are caused by any such untrue
         statement or omission or alleged  untrue  statement  or omission  based
         upon information  relating to any Underwriter  furnished to the Company
         in writing by such Underwriter through you expressly for use therein.

                  (b)  Each  Selling  Shareholder  agrees,   severally  and  not
         jointly,  to indemnify  and hold  harmless  each  Underwriter  and each
         person,  if any,  who controls  any  Underwriter  within the meaning of
         either  Section 15 of the  Securities Act or Section 20 of the Exchange
         Act  and  the  Company,  its  directors,  its  officers  who  sign  the
         Registration  Statement  and each  person,  if any,  who  controls  the
         Company within the meaning of either such Section, from and against any
         and all losses,  claims,  damages and liabilities  (including,  without
         limitation,   any  legal  or  other  expenses  reasonably  incurred  in
         connection  with defending or  investigating  any such action or claim)
         caused  by any  untrue  statement  or  alleged  untrue  statement  of a
         material fact contained in the Registration  Statement or any amendment
         thereof,  any  preliminary  prospectus or the Prospectus (as amended or
         supplemented  if the Company  shall have  furnished  any  amendments or
         supplements  thereto), or caused by any omission or alleged omission to
         state  therein  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein not misleading,  but only with
         reference to information relating to such Selling Shareholder furnished
         in writing by or on behalf of such Selling  Shareholder  expressly  for
         use in the  Registration  Statement,  any preliminary  prospectus,  the
         Prospectus or any amendments or supplements thereto.

                  (c) Each  Underwriter  agrees,  severally and not jointly,  to
         indemnify and hold harmless the Company, the Selling Shareholders,  the
         directors  of the
<PAGE>
         Company,  the  officers  of  the  Company  who  sign  the  Registration
         Statement  and each  person,  if any,  who  controls the Company or any
         Selling  Shareholder  within the  meaning  of either  Section 15 of the
         Securities  Act or Section 20 of the  Exchange Act from and against any
         and all losses,  claims,  damages and liabilities  (including,  without
         limitation,   any  legal  or  other  expenses  reasonably  incurred  in
         connection  with defending or  investigating  any such action or claim)
         caused  by any  untrue  statement  or  alleged  untrue  statement  of a
         material fact contained in the Registration  Statement or any amendment
         thereof,  any  preliminary  prospectus or the Prospectus (as amended or
         supplemented  if the Company  shall have  furnished  any  amendments or
         supplements  thereto), or caused by any omission or alleged omission to
         state  therein  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein not misleading,  but only with
         reference to information relating to such Underwriter  furnished to the
         Company in writing by such Underwriter through you expressly for use in
         the Registration Statement, any preliminary prospectus,  the Prospectus
         or any amendments or supplements thereto.

                  (d)  In  case  any  proceeding   (including  any  governmental
         investigation)  shall be instituted  involving any person in respect of
         which  indemnity may be sought  pursuant to paragraph  (a), (b), (c) or
         (d) of this  Section 9, such person  (the  "indemnified  party")  shall
         promptly  notify the person  against whom such  indemnity may be sought
         (the "indemnifying  party") in writing and the indemnifying party, upon
         request of the  indemnified  party,  shall  retain  counsel  reasonably
         satisfactory  to the  indemnified  party to represent  the  indemnified
         party and any  others  the  indemnifying  party may  designate  in such
         proceeding  and shall pay the fees and  disbursements  of such  counsel
         related to such  proceeding.  In any such  proceeding,  any indemnified
         party shall have the right to retain its own counsel,  but the fees and
         expenses of such  counsel  shall be at the expense of such  indemnified
         party unless (i) the indemnifying party and the indemnified party shall
         have mutually agreed to the retention of such counsel or (ii) the named
         parties  to any  such  proceeding  (including  any  impleaded  parties)
         include  both the  indemnifying  party  and the  indemnified  party and
         representation   of  both  parties  by  the  same   counsel   would  be
         inappropriate  due to actual or potential  differing  interests between
         them.  It is  understood  that the  indemnifying  party  shall not,  in
         respect of the legal  expenses of any  indemnified  party in connection
         with any proceeding or related proceedings in the same jurisdiction, be
         liable for the fees and  expenses  of more than one  separate  firm (in
         addition  to any  local  counsel)  for  (i)  all  Underwriters  and all
         persons,  if any,  who  control any  Underwriter  within the meaning of
         either  Section 15 of the  Securities Act or Section 20 of the Exchange
         Act,  (ii)  the  Company,  its  directors,  its  officers  who sign the
         Registration  Statement  and each  person,  if any,  who  controls  the
         Company within the meaning of either such Section and (iii) the Selling
         Shareholders  and  all  persons,   if  any,  who  control  any  Selling
         Shareholder  within 
<PAGE>
         the meaning of either such Section, and that all such fees and expenses
         shall  be  reimbursed  as they  are  incurred.  In the case of any such
         separate  firm for the  Underwriters  and such  control  persons of the
         Underwriters,  such  firm  shall be  designated  in  writing  by Morgan
         Stanley.  In the case of any such  separate  firm for the Company,  and
         such directors,  officers and control persons of the Company, such firm
         shall be designated in writing by the Company.  In the case of any such
         separate firm for the Selling Shareholders and such controlling persons
         of any Selling Shareholder, such firm shall be designated in writing by
         the Selling  Shareholders.  The indemnifying  party shall not be liable
         for any  settlement  of any  proceeding  effected  without  its written
         consent,  but if  settled  with  such  consent  or if  there be a final
         judgment for the plaintiff,  the indemnifying party agrees to indemnify
         the indemnified  party from and against any loss or liability by reason
         of such settlement or judgment. Notwithstanding the foregoing sentence,
         if  at  any  time  an   indemnified   party  shall  have  requested  an
         indemnifying  party to  reimburse  the  indemnified  party for fees and
         expenses of counsel as  contemplated  by the second and third sentences
         of this  paragraph,  the  indemnifying  party  agrees  that it shall be
         liable  for any  settlement  of any  proceeding  effected  without  its
         written  consent if (i) such  settlement  is entered  into more than 30
         days after receipt by such indemnifying  party of the aforesaid request
         and  (ii)  such  indemnifying  party  shall  not  have  reimbursed  the
         indemnified  party in accordance with such request prior to the date of
         such settlement. No indemnifying party shall, without the prior written
         consent of the indemnified party,  effect any settlement of any pending
         or threatened  proceeding 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
         claims that are the subject matter of such proceeding.

                  (e)  To  the  extent  the  indemnification   provided  for  in
         paragraph  (a),  (b) or (c) of  this  Section  9 is  unavailable  to an
         indemnified  party or  insufficient  in respect of any losses,  claims,
         damages or  liabilities  referred  to therein,  then each  indemnifying
         party under such paragraph,  in lieu of indemnifying  such  indemnified
         party  thereunder,  shall  contribute  to the amount paid or payable by
         such indemnified party as a result of such losses,  claims,  damages or
         liabilities  (i) in such  proportion as is  appropriate  to reflect the
         relative benefits received by the indemnifying  party or parties on the
         one hand and the  indemnified  party or  parties on the other hand from
         the offering of the Shares 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
         or parties on the one hand and of the  indemnified  party or parties on
         the other hand in  connection  with the  statements  or omissions  that
         resulted in such losses, claims, damages or liabilities, as well as any
         other relevant equitable considerations.
<PAGE>
         The  relative   benefits  received  by  the  Company  and  the  Selling
         Shareholders on the one hand and the  Underwriters on the other hand in
         connection with the offering of the Shares shall be deemed to be in the
         same  respective  proportions  as the net proceeds from the offering of
         the  Shares  (before  deducting  expenses)  received  by  each  Selling
         Shareholder  and  the  total  underwriting  discounts  and  commissions
         received  by the  Underwriters,  in each case as set forth in the table
         (and  footnotes  thereto) on the cover of the  Prospectus,  bear to the
         aggregate  Public  Offering Price of the Shares.  The relative fault of
         the  Company  and the  Selling  Shareholders  on the one  hand  and the
         Underwriters  on the other hand 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  relate to  information  supplied  by the  Company and the Selling
         Shareholders  on the one hand or by the  Underwriters on the other hand
         and the parties' relative intent, knowledge,  access to information and
         opportunity  to correct or prevent  such  statement  or  omission.  The
         Underwriters'  respective  obligations  to contribute  pursuant to this
         Section 9 are several in proportion to the respective  number of Shares
         they have purchased hereunder, and not joint.

                  (f) The Company, the Selling Shareholders and the Underwriters
         agree that it would not be just or equitable if  contribution  pursuant
         to this Section 9 were determined by pro rata  allocation  (even if the
         Underwriters  were  treated as one entity for such  purpose)  or by any
         other method of allocation  that does not take account of the equitable
         considerations  referred  to in  paragraph  (f) of this  Section 9. The
         amount  paid or  payable  by an  indemnified  party as a result  of the
         losses,  claims, damages and liabilities referred to in the immediately
         preceding  paragraph  shall  be  deemed  to  include,  subject  to  the
         limitations  set forth above,  any legal or other  expenses  reasonably
         incurred by such indemnified party in connection with  investigating or
         defending any such action or claim.  Notwithstanding  the provisions of
         this  Section 9, no  Underwriter  shall be required to  contribute  any
         amount in excess  of the  amount by which the total  price at which the
         Shares underwritten by it and distributed to the public were offered to
         the public exceeds the amount of any damages that such  Underwriter has
         otherwise  been  required  to pay by reason of such  untrue or  alleged
         untrue statement or omission or alleged  omission.  No person guilty of
         fraudulent  misrepresentation  (within the meaning of Section  11(f) of
         the Securities Act) shall be entitled to  contribution  from any person
         who was not guilty of such fraudulent  misrepresentation.  The remedies
         provided  for in this Section 9 are not  exclusive  and shall not limit
         any  rights  or  remedies  which  may  otherwise  be  available  to any
         indemnified party at law or in equity.

                  (g) The indemnity  and  contribution  provisions  contained in
         this Section 9 and the representations, warranties and other statements
         of the Company and the Selling Shareholders contained in this Agreement
         shall remain  operative and
<PAGE>
         in full  force and effect  regardless  of (i) any  termination  of this
         Agreement,  (ii)  any  investigation  made  by  or  on  behalf  of  any
         Underwriter  or any person  controlling  any  Underwriter,  the Selling
         Shareholders or any person controlling any Selling Shareholder,  or the
         Company,  its  officers  or  directors  or any person  controlling  the
         Company and (iii) acceptance of and payment for any of the Shares.

                  10.   Termination.   This   Agreement   shall  be  subject  to
termination  by notice given by you to the Company,  if (a) after the  execution
and  delivery  of this  Agreement  and  prior to the  Closing  Date (i)  trading
generally shall have been suspended or materially  limited on or by, as the case
may be, any of the New York Stock  Exchange,  the American Stock  Exchange,  the
National  Association of Securities Dealers,  Inc., the Chicago Board of Options
Exchange,  the Chicago  Mercantile  Exchange or the Chicago Board of Trade, (ii)
trading  of any  securities  of the  Company  shall have been  suspended  on any
exchange  or in any  over-the-counter  market,  (iii) a  general  moratorium  on
commercial  banking  activities  in New York shall have been  declared by either
Federal or New York State  authorities  or (iv) there  shall have  occurred  any
outbreak or escalation of hostilities or any change in financial  markets or any
calamity or crisis that,  in your  judgment,  is material and adverse and (b) in
the case of any of the events  specified in clauses  (a)(i)  through (iv),  such
event, singly or together with any other such event, makes it, in your judgment,
impracticable  to market the Shares on the terms and in the manner  contemplated
in the Prospectus.

                  11.  Effectiveness;  Defaulting  Underwriters.  This Agreement
shall become  effective  upon the execution  and delivery  hereof by the parties
hereto.

                  If, on the Closing  Date or the Option  Closing  Date,  as the
case  may be,  any  one or more of the  Underwriters  shall  fail or  refuse  to
purchase  Shares that it has or they have agreed to purchase  hereunder  on such
date, and the aggregate  number of Shares which such  defaulting  Underwriter or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the  aggregate  number of the Shares to be purchased on such date,  the other
Underwriters shall be obligated  severally in the proportions that the number of
Firm Shares set forth opposite their respective names in Schedule II or Schedule
III bears to the aggregate number of Firm Shares set forth opposite the names of
all such  non-defaulting  Underwriters,  or in such other proportions as you may
specify,   to  purchase  the  Shares  which  such   defaulting   Underwriter  or
Underwriters  agreed but failed or refused to  purchase  on such date;  provided
that in no event shall the number of Shares that any  Underwriter  has agreed to
purchase pursuant to this Agreement be increased  pursuant to this Section 11 by
an amount in excess of  one-ninth  of such number of Shares  without the written
consent  of such  Underwriter.  If, on the  Closing  Date,  any  Underwriter  or
Underwriters  shall fail or refuse to  purchase  Firm  Shares and the  aggregate
number of Firm Shares  with  respect to which such  default  occurs is more than
one-tenth  of  the  aggregate  number  of  Firm  Shares  to  be  purchased,  and
arrangements  satisfactory to you and the Selling
<PAGE>
Shareholders  for the  purchase of such Firm Shares are not made within 36 hours
after such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter,  the Company or the Selling Shareholders.  In
any such case either you or the  relevant  Selling  Shareholders  shall have the
right to postpone the Closing Date,  but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be effected. If, on
the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase  Additional  Shares and the aggregate number of Additional  Shares with
respect to which such default  occurs is more than  one-tenth  of the  aggregate
number of Additional  Shares to be purchased,  the  non-defaulting  Underwriters
shall have the option to (i) terminate  their  obligation  hereunder to purchase
Additional Shares or (ii) purchase not less than the number of Additional Shares
that such  non-defaulting  Underwriters would have been obligated to purchase in
the absence of such  default.  Any action taken under this  paragraph  shall not
relieve any defaulting  Underwriter  from liability in respect of any default of
such Underwriter under this Agreement.

                  If this Agreement shall be terminated by the Underwriters,  or
any of them, because of any failure or refusal on the part of the Company or any
Selling Shareholder to comply with the terms or to fulfill any of the conditions
of this Agreement,  or if for any reason the Company or any Selling  Shareholder
shall be unable to perform its obligations under this Agreement, the Company and
the Selling Shareholders will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket  expenses  (including the fees and disbursements of their counsel)
reasonably  incurred by such  Underwriters  in connection with this Agreement or
the offering contemplated hereunder.

                  12. Counterparts.  This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                  13.  Applicable  Law. This Agreement  shall be governed by and
construed in accordance with the internal laws of the State of New York.
<PAGE>
                  14.  Headings.  The headings of the sections of this Agreement
have been inserted for  convenience  of reference only and shall not be deemed a
part of this Agreement.

                                  Very truly yours,

                                  OMNIQUIP INTERNATIONAL, INC.


                                  By: /s/ P. ENOCH STIFF
                                  Name: P. Enoch Stiff
                                  Title:  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/ SAMUEL A. HAMACHER
                                              Name: Samuel A. Hamacher
                                              Title: Executive Vice President


                                  UNIQUIP-HGI ASSOCIATES, L.P.

                                  By:  Harbour Group Industries, Inc.,
                                       General Partner


                                         By:  /s/ SAMUEL A. HAMACHER
                                              Name: Samuel A. Hamacher
                                              Title: Executive Vice President


                                  P. ENOCH STIFF

 
                                  /s/ P. ENOCH STIFF

<PAGE>
Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Schroder & Co. Inc.
Robert W. Baird & Co. Incorporated

Acting severally on behalf
  of themselves and the
  several U.S. Underwriters
  named herein.

         By:  Morgan Stanley & Co.
               Incorporated



         By:  /s/ JOHN F. SPENCE
              Name: John F. Spence
              Title:    Principal


Morgan Stanley & Co. International Limited
Credit Suisse First Boston (Europe) Limited
J. Henry Schroder & Co. Limited
Robert W. Baird & Co. Incorporated

Acting  severally  on  behalf
  of  themselves  and  the
  several   International
  Underwriters named herein.

         By:  Morgan Stanley & Co.
                International Limited


         By:   /s/ JOHN F. SPENCE
               Name: John F. Spence
               Title:    Attorney-in-fact

<PAGE>

                                   SCHEDULE I


FIRM SHARES

Harbour Group Investments III, L.P..........                   3,292,200
Uniquip-HG Associates, L.P..................                     307,800
                                                               ---------
         Total..............................                   3,600,000
                                                               =========

ADDITIONAL SHARES

Harbour Group Investments III, L.P..........                    408,600
Uniquip-HG Associates, L.P. ................                     38,069
P. Enoch Stiff..............................                     60,000
                                                               --------
         Total..............................                    506,669
                                                               ========
<PAGE>

                                   SCHEDULE II

                                U.S. Underwriters



                                                       Number of
                                                       Firm Shares
         U.S. Underwriter                              to be Purchased
         ----------------                              ---------------

Morgan Stanley & Co. Incorporated.................     545,000
Credit Suisse First Boston Corporation............     545,000
Schroder & Co. Inc................................     545,000
Robert W. Baird & Co. Incorporated................     545,000
CIBC Oppenheimer Corp.............................     140,000
Dain Rauscher Incorporated........................     140,000
A.G. Edwards & Sons, Inc..........................     140,000
Furman Selz LLC...................................     140,000
GS2 Securities, Inc...............................      70,000
Edward D. Jones & Co., L.P........................      70,000

Total U.S. Firm Shares............................    2,880,000
                                                      ==========

<PAGE>

                                  SCHEDULE III


                           International Underwriters
                           --------------------------

                                                              Number of
                                                              Firm Shares
International Underwriter                                     to be Purchased
-------------------------                                     ---------------

Morgan Stanley & Co. International
  Limited. . . . . . . . . . . . . . . . . . . . .                180,000
Credit Suisse First Boston (Europe) Limited. . .                  180,000
J. Henry Schroder & Co. Limited  . . . . . . . .                  180,000
Robert W. Baird & Co. Incorporated . . . . . . .                  180,000
                                                                  -------

Total International Firm Shares . . . . . . . . . .               720,000
                                                                -----------

<PAGE>
                                                                      EXHIBIT A



                                                ______________, 1998


Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Schroder & Co. Inc.
Robert W. Baird & Co. Incorporated
c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, NY  10036

Morgan Stanley & Co. International Limited
Credit Suisse First Boston (Europe) Limited
J. Henry Schroder & Co. Limited
Robert W. Baird & Co. Incorporated
c/o  Morgan Stanley & Co.  International Limited
     25 Cabot Square
     Canary Wharf
     London E14 4QA
     England

Dear Sirs and Mesdames:

          The  undersigned  understands  that Morgan Stanley & Co.  Incorporated
("Morgan Stanley"),  as a Representative of the several U.S.  Underwriters,  and
Morgan  Stanley  &  Co.  International  Limited,  as  a  Representative  of  the
International Underwriters, propose to enter into an Underwriting Agreement (the
"Underwriting   Agreement")  with  Omniquip  International,   Inc.,  a  Delaware
corporation  (the  "Company"),  providing  for the public  offering (the "Public
Offering")  by the several U.S.  Underwriters  and  International  Underwriters,
including Morgan Stanley (collectively, the "Underwriters"), of 3,600,000 shares
(plus 506,669 shares subject to the  Underwriter's  over-allotment  option) (the
"Shares")  of the Common  Stock,  $.01 par value,  of the Company  (the  "Common
Stock").

          To induce the Underwriters that may participate in the Public Offering
to  continue  their  efforts  in  connection  with  the  Public  Offering,   the
undersigned  hereby  agrees that,  without the prior  written  consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date  hereof and  ending 90 days  after the date of the final  prospectus
relating to the Public Offering (the  "Prospectus"),  (1) offer,  pledge,  sell,
<PAGE>
contract to sell,  sell any option or contract to purchase,  purchase any option
or contract to sell,  grant any option,  right or warrant to purchase,  lend, or
otherwise  transfer or dispose of, directly or indirectly,  any shares of Common
Stock or any securities  convertible  into or exercisable  or  exchangeable  for
Common Stock  (provided  that such shares or securities  are either now owned by
the  undersigned or are hereafter  acquired  prior to or in connection  with the
Public Offering), or (2) enter into any swap or other arrangement that transfers
to another,  in whole or in part, any of the economic  consequences of ownership
of such shares of Common Stock, whether any such transaction described in clause
(1) or (2) above is to be  settled  by  delivery  of Common  Stock or such other
securities,  in cash or otherwise. The foregoing sentence shall not apply to the
sale of any Shares to the Underwriters  pursuant to the Underwriting  Agreement,
the grant by the Company of any options to  purchase  Shares to the  undersigned
under  any  benefit  plan of the  Company  described  in the  Prospectus  or the
exercise  by the  undersigned  of any option  granted by the  Company  under any
benefit  plan of the Company  described  in the  Prospectus.  In  addition,  the
undersigned  agrees that, without the prior written consent of Morgan Stanley on
behalf of the  Underwriters,  it will not,  during the period  commencing on the
date hereof and ending 90 days after the date of the Prospectus, make any demand
for or exercise  any right with  respect to, the  registration  of any shares of
Common Stock or any security convertible into or exercisable or exchangeable for
Common Stock.

          Whether or not the Public Offering actually occurs depends on a number
of factors,  including market conditions.  Any Public Offering will only be made
pursuant  to an  Underwriting  Agreement,  the  terms of which  are  subject  to
agreement between the Company, any selling stockholders and the Underwriters.


                                               By:
                                      

                                               Name:





                                              (Address)