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                                                                   EXHIBIT 10.23



                           SECOND AMENDMENT AGREEMENT


This SECOND AMENDMENT AGREEMENT is entered into as of the 30th day of September
1992, by and between CLARK MATERIAL HANDLING COMPANY, a Kentucky corporation
with offices at Lexington, Kentucky, formerly known as Clark Material Handling
Company, a business unit of Clark Equipment Company ("Buyer") and HYDROLECTRIC
LIFT TRUCKS, INC., a subsidiary of The Ralph J. Stolle Co., an Ohio corporation
with offices at Wilmington, Ohio ("Seller"), and is a part of that certain
Agreement between Buyer and Seller effective as of January 1, 1988 covering the
purchase and sale of products ("Agreement") and Amendment Agreement between
Buyer and Seller entered into the 2nd day of March, 1992 amending the Agreement
("Amendment Agreement"), which Agreement and Amendment Agreement are hereby
incorporated by reference as if set forth in full.

For and in consideration of the mutual promises hereinafter set forth, the
parties do hereby mutually agree as follows:

1.   Paragraph 8 of the Amendment Agreement is amended by deleting "42,800
     units" from the third to the last line of paragraph 8 and replacing it with
     "59,400 units."

2.   Paragraph 9 of the Amendment Agreement is amended by deleting "42,800
     units" from the fourth and seventh lines at the top of page 3 and replacing
     them with "59,400 units."

3.   The following new Subsection to Section 14 is added to the Agreement:

     "14.6 Seller shall purchase and install, no later than December 31, 1992,
           at its sole expense, the following tooling to support Buyer's fork
           bar project:

           Horizontal Machine Center             $830,000 Total
                                                 Investment Cost

           Buyer's sole responsibility, liability and obligation in connection
           with this investment by Seller is to increase the number of units
           from which Buyer's liability for payment of Seller's undepreciated
           cost of capital equipment will be determined in the case of a
           termination of this Agreement by Buyer for reasons other than the
           breach by Seller of its obligations under the Agreement pursuant to
           Section 21.1. Provided this new investment is completed and installed
           by Seller, the number of units will be increased from 42,800 to
           59,400. If for any reason this new investment is not completed, the
           number of units will remain 42,800 and Paragraph 8 of this Second
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           Amendment Agreement shall be automatically modified accordingly."

4.   All references in the Agreement and Amendment Agreement to Clark Material
     Handling Company, a business unit of Clark Equipment Company, are hereby
     changed to Clark Material Handling Company, a Kentucky corporation.

5.   Unless defined in this Second Amendment Agreement, capitalized terms shall
     have the same meaning afforded to them in the Amendment Agreement and
     Agreement.

6.   Except as herein specifically amended, the terms and conditions of the
     Amendment Agreement and the Agreement shall remain unchanged and in full
     force and effect.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representative to execute this Second Amendment Agreement as of the date first
set forth above.

BUYER:                                     SELLER:

CLARK MATERIAL HANDLING COMPANY            HYDROLECTRIC LIFT TRUCKS, INC.

By:                                        By:                           
       ------------------------                   ------------------------------
Title: President                           Title: Vice President-General Manager



                                           Acknowledged and Agreed to:

                                           THE RALPH J. STOLLE CO.


                                           By:                             
                                                  ------------------------------
                                           Title: Vice President
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[CLARK LOGO]



                                    ADDENDUM

                    NAME CHANGE OF A PARTY TO THE AGREEMENT


         The party to this Agreement identified as CLARK MATERIAL SYSTEMS
TECHNOLOGY COMPANY (CMST) is by change of name now known as CLARK MATERIAL
HANDLING COMPANY (CMH). All corresponding references in the Agreement are hereby
changed effective with the date of the Agreement.