November 14, 2000


To:

Subject:          Stay  agreements  between  Columbus  McKinnon  Corporation and
                  various  of  its  associates  dated  January 27,  2000  ("Stay
                  Agreements")

From:             Lois Demler

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This is to inform  you that,  by  action  of the  Board of  Directors,  all Stay
Agreements have been amended to extend their effective date by an additional six
months.

Accordingly,  your Stay  Agreement  has been  extended  under the same terms and
conditions  such that no payments under it will be due and payable if a Sale (as
defined  therein)  does not occur by (a) June 30, 2001 or (b) by  September  30,
2001, provided that on or before June 30, 2001 negotiations regarding a possible
Sale to an identified purchaser with the requisite financing are taking place.

Please sign and date this letter in the space provided below, return one copy to
me in the enclosed envelope, and retain the other copy for your records.

The  Directors  appreciate  your efforts to help Columbus  McKinnon  succeed and
remain strong during this period and thank you for your continued patience.

Accepted and agreed:


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Signature

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Date