8,000,000 Shares


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

                             UNDERWRITING AGREEMENT


March 20,1997

<PAGE>

                                 March 20, 1997



Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Schroder Wertheim & Co. Incorporated
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:

     Omniquip  International,  Inc.,  a Delaware  corporation  (the  "Company"),
proposes to issue and sell to the several  Underwriters (as defined below),  and
certain  stockholders  of the  Company  (the  "Selling  Shareholders")  named in
Schedule I hereto propose to sell to the several  Underwriters,  an aggregate of
8,000,000  shares of its Common Stock,  par value $.01 (the "Firm  Shares"),  of
which  3,000,000  shares are to be issued and sold by the Company and  5,000,000
shares are to be sold by the  Selling  Shareholders,  each  Selling  Shareholder
selling  the  amount  set forth  opposite  such  Selling  Shareholder's  name in
Schedule  I hereto.  As part of the  offering  contemplated  by this  Agreement,
Morgan Stanley & Co.  Incorporated  ("Morgan Stanley") has agreed to reserve out
of the Shares set forth opposite its name on Schedule II to this  Agreement,  up
to 175,000 shares, for sale to the Company's employees,  officers, and directors
(collectively, "Participants"), as set forth in the Prospectus under the heading
"Underwriters"  (the "Directed Share Program").  The Shares to be sold by Morgan
Stanley  pursuant to the Directed Share Program (the "Directed  Shares") will be
sold by Morgan Stanley  pursuant to this Agreement at the public offering price.
Any Directed Shares not orally confirmed for purchase by any Participants by the
end of the first business day after the date on which this Agreement is executed
will be offered to the public by Morgan Stanley as set forth in the Prospectus.

     It is  understood  that,  subject  to the  conditions  hereinafter  stated,
6,400,000 Firm Shares (the "U.S.  Firm Shares") will be sold to the several U.S.
Underwriters named in Schedule


<PAGE>

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 1,600,000 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  Wertheim  & Co.  Incorporated  and Robert W. Baird & Co.
Incorporated shall act as representatives  (the "U.S.  Representatives")  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  1,200,000  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 and the Selling
Shareholders  are  hereinafter   sometimes   collectively  referred  to  as  the
"Sellers."

     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.

<PAGE>

     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 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.

               (e)  This  Agreement  has  been  duly  authorized,  executed  and
          delivered  by the Company.  

<PAGE>

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

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

               (h)  The  Shares  to be  sold  by  the  Company  have  been  duly
          authorized and, when issued and delivered in accordance with the terms
          of  this   Agreement,   will  be  validly   issued,   fully  paid  and
          non-assessable, and the issuance of such Shares will not be subject to
          any preemptive or similar rights.

               (i)  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.

               (j) 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.

               (k) There are no legal or governmental proceedings pending or, to
          the Company's knowledge, threatened to which the Company or any of its
          subsidiaries is a 

<PAGE>
          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.

               (l) 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.

               (m) 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.

               (n) 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.

               (o)  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.

               (p)  Except  as  described  in  the  Prospectus,   there  are  no
          contracts,  agreements or  understandings  between the Company and any
          person granting 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.
<PAGE>

               (q) 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.

               (r) 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.

               (s) 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.

               (t) The  Company  and each of its  subsidiaries  are  insured  by
          insurers of recognized  financial  responsibility  against such losses
          and risks and in such  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

<PAGE>
          operations  of the  Company  and its  subsidiaries,  taken as a whole,
          except as described in or contemplated by the Prospectus.

               (u) 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.

               (v) 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.

               (w) 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.

     Furthermore, the Company represents and warrants to Morgan Stanley that (i)
the  Registration  Statement,  the  Prospectus  and any  preliminary  prospectus
comply, and any further amendments or supplements  thereto will comply, with any
applicable laws or regulations of foreign  jurisdictions in which the Prospectus
or any preliminary prospectus,  as amended or supplemented,  if applicable,  are
distributed  in connection  with the Directed  Share  Program,  and that (ii) no
authorization,  approval, consent, license, order, registration or qualification
of or with any government,  governmental  instrumentality  or court,  other than
such as  have  been  obtained,  is  necessary  under  the  securities  laws  and
regulations of foreign  jurisdictions  in which the Directed  Shares are offered
outside the United States.

     2. Representations and Warranties of the Selling Shareholders. Each Selling
Shareholder  represents and warrants to and agrees with each of the Underwriters
that:

               (a)  This  Agreement  has  been  duly  authorized,  executed  and
          delivered  by or on  behalf  of  such  Selling  Shareholder.  

<PAGE>

               (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) All  information  furnished  by or on behalf of such  Selling
          Shareholder for use in the  Registration  Statement and Prospectus is,
          and on the Closing Date and on the Option  Closing Date will be, true,
          correct,  and  complete,  and does not, and on the Closing Date and on
          the Option  Closing Date will not,  contain any untrue  statement of a
          material  fact or omit to state any  material  fact  necessary to make
          such information not misleading.

     3. Agreements to Sell and Purchase. Each Seller, 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
purchase  from such  Seller at U.S.  $13.09 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 Seller 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.

<PAGE>

     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  1,200,000   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 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."

     Each Seller 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 180 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 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) 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,  it will not,  during the period ending 180 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  Sellers  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 Sellers are further
advised by you that the Shares are to be offered to the public

<PAGE>

initially  at U.S.  $14.00 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.  $0.55 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.

     Each  U.S.   Underwriter   hereby   makes  to  and  with  the  Company  the
representations and agreements of such U.S.  Underwriter  contained in the fifth
and  sixth  paragraphs  of  Article  III  of  the  Agreement  Between  U.S.  and
International Underwriters of even date herewith. Each International Underwriter
hereby makes to and with the Company the  representations and agreements of such
International  Underwriter  contained  in the seventh,  eighth,  ninth and tenth
paragraphs of Article III of such Agreement.

     5. Payment and  Delivery.  Payment for the Firm Shares shall be made to the
Company 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 26, 1997, or at such
other time on the same or such  other  date,  not later  than April 2, 1997,  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 30, 1997, 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  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
Sellers 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.

<PAGE>

     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.

               (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
<PAGE>

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

                    (v) the  Shares  to be sold by the  Company  have  been duly
               authorized  and, when issued and delivered in accordance with the
               terms of this Agreement,  will be validly issued,  fully paid and
               non-assessable,  and the  issuance  of such  Shares  will  not be
               subject to any preemptive or similar rights;

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

                    (vii) 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, 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;
<PAGE>

                    (viii)  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;

                    (ix) 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;

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

                    (xi) 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

                    (xii)  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
<PAGE>

               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
          Agreement  and to sell,  transfer and deliver the Shares to be sold by
          such Selling Shareholder;

               (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 on the Option Closing Date 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; and

               (v) such  counsel  (A) is of the  opinion  that the  Registration
          Statement  and  Prospectus   (except  for  financial   statements  and
          schedules and other financial

<PAGE>

          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.

          (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), (vi), (viii)
     (but only as to the  statements in the  Prospectus  under  "Description  of
     Capital Stock" and "Underwriters") and (xii) of paragraph (c) above.

          With respect to subparagraph  (xii) of paragraph (c) and  subparagraph
     (v) of  paragraph  (d) 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,  upon 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;  provided that the letter delivered on the Closing Date
     shall use a "cut-off date" not earlier than the date hereof.

<PAGE>

          (g)  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.

          (h)  The  Underwriters  shall  have  received  on the  Closing  Date a
     certificate, dated the Closing Date and signed by a general partner of each
     of the Selling  Shareholders,  to the effect that the  representations  and
     warranties of the 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 issuance of the
Additional  Shares and other matters  related to the issuance 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,  five  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 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

<PAGE>

     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, 1998, 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 all
     expenses  incident  to  the  performance  of  its  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 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, (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

<PAGE>

     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.

          (g) In connection  with the Directed Share  Program,  the Company will
     ensure that the Directed  Shares will be restricted to the extent  required
     by the National Association of Securities Dealers, Inc. (the "NASD") or the
     NASD rules from sale, transfer,  assignment,  pledge or hypothecation for a
     period  of three  months  following  the date of the  effectiveness  of the
     Registration Statement.  Morgan Stanley will notify the Company as to which
     Participants  will  need to be so  restricted.  At the  request  of  Morgan
     Stanley,  the Company will direct the transfer agent to place stop transfer
     restrictions upon such securities for such period of time.

          (h) To pay all fees  and  disbursements  of  counsel  incurred  by the
     Underwriters  in  connection  with the  Directed  Share  Program  and stamp
     duties,  similar  taxes or duties or other taxes,  if any,  incurred by the
     Underwriters in connection with the Directed Share Program.

     Furthermore,  the Company  covenants  with Morgan  Stanley that the Company
will comply with all applicable  securities and other applicable laws, rules and
regulations  in each  foreign  jurisdiction  in which the  Directed  Shares  are
offered in connection with the Directed Share Program.

     8. Expenses of Selling Shareholders. 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) such Selling  Shareholder's  pro rata share  (determined by
dividing  the number of Shares  sold by such  Selling  Shareholder  by the total
number of Shares sold by all Sellers) of all costs and expenses  incident to the
performance of the obligations of the Selling Shareholders and the Company under
this  Agreement,  including,  but not limited  to, all  expenses  enumerated  in
Section 7(f) above and 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

<PAGE>

     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) The Company  agrees to indemnify and hold harmless  Morgan Stanley
     and each person,  if any, who controls Morgan Stanley within the meaning of
     either  Section 15 of the  Securities Act or Section 20 of the Exchange Act
     ("Morgan Stanley Entities"),  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) (i) caused by any  untrue  statement  or alleged
     untrue  statement of a material fact  contained in the  prospectus  wrapper
     material prepared by or with the consent of the Company for distribution in
     foreign  jurisdictions  in  connection  with  the  Directed  Share  Program
     attached to the Prospectus or any preliminary prospectus,  or caused by any
     omission or alleged  omission to state  therein a material fact required to
     be  stated  therein  or  necessary  to make  the  statement  therein,  when
     considered in conjunction with the Prospectus or any applicable preliminary
     prospectus,  not misleading;  (ii) caused by the failure of any Participant
     to pay for and accept delivery of the shares which,  immediately  following
     the effectiveness of the Registration Statement, were subject to a properly
     confirmed agreement to purchase; or (iii) related to, arising out of, or in
     connection  with the Directed  Share  Program,  provided  that, the Company
     shall not be  responsible  under this  subparagraph  (iii) for any  losses,
     claim,  damages or  liabilities  (or expenses  relating  thereto)  that are
     finally judicially  determined to have resulted from the bad faith or gross
     negligence of Morgan Stanley Entities.

          (c) 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 

<PAGE>

     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.

          (d) Each Underwriter  agrees,  severally and not jointly, to indemnify
     and hold harmless the Company, the Selling  Shareholders,  the directors of
     the  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.

          (e) 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

<PAGE>

     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  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.  Notwithstanding  anything  contained  herein  to the
     contrary,  if  indemnity  may be sought  pursuant to Section 9(b) hereof in
     respect of such action or  proceeding,  then in  addition to such  separate
     firm for the indemnified  parties,  the indemnifying  party shall be liable
     for the reasonable fees and expenses of not more than one separate firm (in
     addition to any local  counsel)  for Morgan  Stanley for the defense of any
     losses,  claims,  damages and liabilities arising out of the Directed Share
     Program,  and all persons,  if any, who control  Morgan  Stanley within the
     meaning of either Section 15 of the Act or Section 20 of the Exchange Act.

          (f) To the extent the  indemnification  provided for in paragraph (a),
     (b), (c) or (d) of this Section 9 is unavailable to an indemnified party or
     insufficient  in  respect of 

<PAGE>

     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.  The relative benefits received by the Sellers 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  Sellers 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 Sellers 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
     Sellers or by the Underwriters 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.

          (g) The Sellers 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

<PAGE>
     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.

          (h)  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 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

<PAGE>

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, the Company and the Selling  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  Sellers  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 any Seller to comply  with the
terms or to  fulfill  any of the  conditions  of this  Agreement,  or if for any
reason  any  Seller  shall be unable  to  perform  its  obligations  under  this
Agreement,  the Sellers 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:  /s/ OFFICER OF HGM III CO. (SEE BELOW)
                                        --------------------------------------
                                        HGM III Co., General Partner


                                        By:  /s/ WILLIAM A. SCHMALZ
                                             --------------------------
                                             Name:  William A. Schmalz
                                             Title:  Vice Chairman & Secretary
 
 
                               UNIQUIP-HGI ASSOCIATES, L.P.


                               By: /s/ OFFICER OF HARBOUR GROUP
                                   INDUSTRIES, INC. (SEE BELOW)
                                   --------------------------------
                                   Harbour Group Industries, Inc.,
                                   General Partner
 

                                   By:  /s/ WILLIAM A. SCHMALZ
                                        --------------------------
                                        Name:  William A. Schmalz
                                        Title: Asst. Secretary

<PAGE>

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Schroder Wertheim & Co. Incorporated
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 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.  ............               4,455,000
Uniquip-HG Associates, L.P. .....................                 545,000
                                                                ---------
     Total                                                      5,000,000
                                                                =========


ADDITIONAL SHARES

Harbour Group Investments III, L.P. .............              1,069,200
Uniquip-HG Associates, L.P. .....................                130,800
                                                               ---------
     Total                                                     1,200,000
                                                               =========
                                                             .

<PAGE>

                                   SCHEDULE II

                                U.S. Underwriters
                                -----------------



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

Morgan Stanley & Co. Incorporated .................         1,230,000
Credit Suisse First Boston Corporation ............         1,230,000
Schroder Wertheim & Co. Incorporated ..............         1,230,000
Robert W. Baird & Co. Incorporated ................         1,230,000
Sanford C. Bernstein & Co., Inc. ..................            60,000
Alex. Brown & Sons Incorporated ...................           100,000
Dain Bosworth Incorporated ........................            60,000
Dean Witter Reynolds Inc. .........................           100,000
Dillon, Read & Co. Inc. ...........................           100,000
Donaldson, Lufkin & Jenrette Securities 
     Corporation ..................................           100,000
A.G. Edwards & Sons, Inc. .........................           100,000
Everen Securities, Inc. ...........................            60,000
Goldman, Sachs & Co. ..............................           100,000
GS2 Securities, Inc. ..............................            60,000
Edward D. Jones & Co., L.P. .......................            60,000
Legg Mason Wood Walker, 
     Incorporated .................................            60,000
McDonald & Company Securities, Inc. ...............            60,000
Merrill Lynch, Pierce, Fenner & Smith 
     Incorporated  ................................           100,000
Oppenheimer & Co., Inc. ...........................           100,000
Paine Webber Incorporated .........................           100,000
Rauscher Pierce Refsnes, Inc. .....................            60,000
Smith Barney Inc. .................................           100,000
                                                            ---------

Total U.S. Firm Shares ............................         6,400,000
                                                            =========
<PAGE>

                                  SCHEDULE III


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



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

Morgan Stanley & Co. International
 Limited .........................................            400,000
Credit Suisse First Boston (Europe) Limited ......            400,000
J. Henry Schroder & Co. Limited ..................            400,000
Robert W. Baird & Co. Incorporated ...............            400,000
                                                            ---------
                                                                              
Total International Firm Shares ..................          1,600,000
                                                            =========



<PAGE>

                                                                      EXHIBIT A



                                                     , 1997
                                    -----------------




Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Schroder Wertheim & Co. Incorporated
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:

     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 8,000,000 shares (plus 1,200,000
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 180 days after the date of the final prospectus  relating
to the Public Offering (the "Prospectus"),  (1) 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,  or otherwise transfer
or  dispose  of,  directly  or  indirectly,  any  shares of Common  Stock or any
securities

<PAGE>

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  180 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: 
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                                          Name:
                                               -------------------------


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                                          (Address)