OMNIQUIP INTERNATIONAL, INC.

                                  Common Stock

                           ($0.01 Par Value Per Share)

                            INDEMNIFICATION AGREEMENT


     THIS  INDEMNIFICATION  AGREEMENT made this 20th day of March,  1997, by and
among Omniquip International,  Inc., a Delaware corporation (the "Company"), and
Harbour  Group  Investments  III,  L.P.,  a Delaware  limited  partnership,  and
Uniquip-HGI Associates, L.P., a Delaware limited partnership (collectively,  the
"Selling Stockholders").

     WHEREAS,  the Company has filed with the Securities and Exchange Commission
(the  "Commission")  pursuant to the  Securities  Act of 1933,  as amended  (the
"Act"),   a  Registration   Statement  (as  finally  declared   effective,   the
"Registration Statement") on Form S-1 (File No. 333-13181) pursuant to which the
Company and the Selling  Stockholders propose to sell to the public an aggregate
of 8,000,000 shares of the Company's  Common Stock through several  underwriters
led by Morgan Stanley & Co. Incorporated, CS First Boston Corporation,  Schroder
Wertheim & Co.  Incorporated and Robert W. Baird & Co.  Incorporated and certain
of their respective affiliates (collectively the "Underwriters"),  in connection
with an  offering  pursuant  to an  underwriting  agreement  (the  "Underwriting
Agreement") to be entered into by the Company,  the Selling Stockholders and the
Underwriters.  In  addition,  the  Selling  Stockholders  propose  to grant  the
Underwriters an option to purchase up to an additional  1,200,000  shares of the
Company's Common Stock solely to cover over-allotments.


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     WHEREAS,  the  Underwriting  Agreement  contains  certain  provisions  with
respect to the obligations  and liabilities  between the Company and the Selling
Stockholders on the one hand and the Underwriters on the other.

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

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

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

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

     1.  The  Company  agrees  to  indemnify  and  hold   harmless  the  Selling
Stockholders  and each person,  if any, who  controls  each Selling  Stockholder
within the meaning of the Act or the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), against any losses, claims, damages or liabilities,  joint
or  several,  to which any such  person  may  become  subject,  under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the  Registration  Statement,
the forms of  prospectus  first  filed with the  Commission  pursuant  to 

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<PAGE>

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

     2. Each Selling Stockholder agrees, severally and not jointly, to indemnify
and hold harmless the Company,  each of its directors,  each of its officers who
have signed the Registration Statement and each person, if any, who controls the
Company  within the meaning of the Act or the  Exchange  Act against any losses,
claims,  damages or liabilities,  

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<PAGE>

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

     3. Promptly after receipt by an  indemnified  party under this Agreement of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect

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<PAGE>

thereof is to be made  against  any  indemnifying  party  under this  Agreement,
notify the indemnifying party of the commencement  thereof;  but the omission so
to notify the indemnifying party will not relieve it from liability which it may
have to any  indemnified  party  pursuant to Sections 1 or 2 of this  Agreement,
except to the extent that it was unaware of such action and has been  materially
prejudiced  by such  failure,  or from  any  liability  which it may have to any
indemnified party otherwise than pursuant to Sections 1 and 2 of this Agreement.
In case any such action is brought against any indemnified party and it notifies
an indemnifying party of the commencement  thereof,  the indemnifying party will
be entitled to participate  therein,  and, to the extent the indemnifying  party
desires,  jointly with any other indemnifying party similarly noticed, to assume
the defense thereof,  with counsel  satisfactory to such indemnified  party (who
shall not, except with the consent of the  indemnified  party, be counsel to the
indemnifying  party),  and  after  notice  from the  indemnifying  party to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  this
Section  for  any  legal  or  other  expenses   subsequently  incurred  by  such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation.  In no event shall the indemnifying  party be liable for
the fees and  expenses  of more  than one  counsel  (in  addition  to any  local
counsel) for all such  indemnified  parties in connection with any one action or
separate but similar or related actions in the same jurisdiction  arising out of
the same set of  allegations  or  circumstances.  No  indemnifying  party shall,
without  the  prior  written  consent  of  the  indemnified  party,  effect  any
settlement  of any  pending  or  threatened  action  in  respect  of  which  any
indemnified  party is or could have been a party and  indemnity  could have been
sought  hereunder by such indemnified  party unless such settlement  includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action.

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<PAGE>

     4. If the  indemnification  provided for in this Section is  unavailable or
insufficient to hold harmless an indemnified  party under Sections 1 or 2 above,
then each  indemnifying  party shall contribute to the amount paid or payable by
such indemnified party as a result of the losses, claims, damages or liabilities
referred to in Section 1 or 2 above (i) in such  proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified  party on the other from the offering of the Common Stock or
(ii) if the  allocation  provided  by  clause  (i)  above  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party on the one hand and the indemnified party on the other in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims,  damages  or  liabilities  as  well  as  any  other  relevant  equitable
considerations.  The relative benefits received by the indemnifying party on the
one hand and the  indemnified  party on the  other  shall be deemed to be in the
same  proportion as the total net proceeds from the offering  (before  deducting
expenses)  received by the  indemnifying  party and the indemnified  party.  The
relative fault shall be determined by reference to, among other things,  whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged  omission to state a material  fact shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omissions or alleged  omission to state a material  fact relates to
information  supplied by the indemnifying party or the indemnified party and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such untrue  statement  or  omission.  The amount paid by any
party as a result of the losses, claims,  damages, or liabilities referred to in
the first sentence of this Section shall be deemed to include any legal or other
expenses  reasonably  incurred by such party in connection with investigating or
defending  any action or claim which is the subject of this  Section.  No person
guilty of fraudulent misrepresentation (within the meaning of

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Section 11(f) of the Act) shall be entitled to contribution  from any person who
was not guilty of such fraudulent misrepresentation.

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

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

     7. In the event the Company and the Selling Stockholders shall be liable to
reimburse  the  Underwriters  for   out-of-pocket   expenses   incurred  by  the
Underwriters  as a  consequence  of the  refusal,  failure or  inability  by the
Company or any Selling  Stockholder  to perform any  undertaking  or  obligation
required to be performed by the Underwriting Agreement,  the Company and each of
the  Selling  Stockholders  agree  that the  person  who

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fails to perform its respective obligations shall be liable to the party who has
not  defaulted  in its  obligations  under the  Underwriting  Agreement  for all
amounts required to be paid by the Company and the Selling Stockholders pursuant
to the Underwriting Agreement.

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

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

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

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

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

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<PAGE>

     IN WITNESS  WHEREOF,  the  parties  below have caused the  foregoing  to be
executed on their behalf this 20th day of March, 1997.


                                      OMNIQUIP INTERNATIONAL, INC.


                                      By:   /s/ Philip G. Franklin
                                         -------------------------------------
                                         Name:  Philip G. Franklin
                                         Title: Vice President - Finance and
                                                Chief Financial Officer


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

                                            By:  HGM III CO., General Partner


                                            By:  /s/ William A. Schmalz
                                               --------------------------------
                                               Name:  William A. Schmalz
                                               Title: Vice Chairman & Secretary


                                       UNIQUIP-HGI ASSOCIATES, L.P.
                                       By:  HARBOUR GROUP INDUSTRIES, INC.  
                                            General Partner

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




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