STOCK TRANSFER AGREEMENT

 

                                                                   Exhibit 10.60

                            STOCK TRANSFER AGREEMENT

     THIS STOCK TRANSFER AGREEMENT, dated as of July 18, 1997 (this
"Agreement"), is made by and among National Equipment Services, Inc., a
Delaware corporation (the "Company"), Golder, Thoma, Cressey, Rauner Fund V,
L.P., a Delaware limited partnership ("GTCR"), Kevin Rodgers ("Rodgers"),
Dennis O'Connor ("O'Connor") and Paul Ingersoll ("Ingersoll," and together with
GTCR, Rodgers and O'Connor referred to herein as the "Existing Stockholders")
and Marc S. Trubitz ("M. Trubitz"), Suellen Trubitz ("S. Trubitz, and together
with M. Trubitz, the "Founders"), Douglas Randall Brevard, Linda Sue Hughes,
and Donald Stewart (collectively with the Founders, the "Executives" and
individually, an "Executive").  Except as otherwise indicated, capitalized
terms used herein are defined in Section 6 hereof.

     WHEREAS, pursuant to a Stock Purchase Agreement, dated as of July 18, 1997
(the "Acquisition Agreement"), by and among the Company, the Founders and MST
Enterprises, Inc. (d/b/a Equipco Sales & Rentals) ("Equipco"), the Company will
purchase (the "Acquisition") all of the outstanding stock of Equipco.

     WHEREAS, pursuant to a Noncompetition Agreement, dated as of the date
hereof (the "Noncompetition Agreement"), by and among the Company and the
Executives, the Company agreed to issue to the Executives an aggregate of 145.5
shares of its Class A Common Stock, par value $.01 per share and 450 shares of
its Class B Common Stock, par value $.01 per share (collectively, the
"Shares").

     WHEREAS, the execution and delivery of the this Agreement is a condition
to the obligation of the Company to consummate the Acquisition pursuant to the
Acquisition Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

     1. Joinder.  The Company, the Executives and the Existing Stockholders
hereby agree that the Stockholders Agreement and the Registration Agreement are
hereby amended by adding each Executive as a party thereto and as a Stockholder
under the Stockholders Agreement.  Each Executive hereby agrees to be subject
to all of the rights and obligations and to be bound by all of the terms and
conditions set forth in the Stockholders Agreement and the Registration
Agreement to the same extent as if such Executive was originally a party
thereto.  The Company and the Existing Stockholders hereby waive any and all
requirements and/or breaches arising under the Stockholders Agreement, the
Registration Agreement and any agreements mentioned therein resulting from the
consummation of the transactions contemplated herein.

     2. Restrictions on Transfer of Shares.  In addition to the restrictions on
transfer set forth in the Stockholders Agreement, the holders of the Shares
shall not sell, transfer, assign

pledge or otherwise dispose of (a "Transfer") any interest in any of the Shares
except pursuant to the following provisions:

     (a) Retention of Shares.  Until the fifth anniversary of the date of this
Agreement, each holder of Shares shall not Transfer any interest in any of the
Shares, except for Exempt Transfers (as defined in Section 2(b) below).

     (b) Transfer of Shares.  Subject to Section 2(a) above and subject to any
other restrictions set forth in the Stockholders Agreement, each holder of
Shares shall not Transfer any interest in any of the Shares, except pursuant to
(i) the provisions of Section 3 below or the provisions of Section 5 or 7 of
the Stockholders Agreement ("Exempt Transfers") or (ii) the provisions of this
Section 2; provided that in no event shall any Transfer of Shares pursuant to
this Section 2 be made for any consideration other than cash payable upon
consummation of such Transfer or in installments over time.  Prior to making
any Transfer other than an Exempt Transfer, each holder of Shares proposing to
Transfer Shares (a "Selling Holder") will give written notice (the "Sale
Notice") to the Company and GTCR.  The Sale Notice will disclose in reasonable
detail the identity of the prospective transferee(s), the number and class of
Shares to be transferred and the terms and conditions of the proposed Transfer.
The Selling Holder will not consummate any Transfer until 110 days after the
Sale Notice has been given to the Company and to GTCR, unless the parties to
the Transfer have been finally determined pursuant to this Section 2 prior to
the expiration of such 110-day period (the date of the first to occur of such
events is referred to herein as the "Authorization Date").

     (c) First Refusal Rights.  The Company may elect to purchase all (but not
less than all) of the Shares to be transferred upon the same terms and
conditions as those set forth in the Sale Notice by delivering a written notice
of such election to the Selling Holder and GTCR within 60 days after the Sale
Notice has been given to the Company.  If the Company has not elected to
purchase all of the Shares to be Transferred, GTCR may elect to purchase all
(but not less than all) of the Shares to be transferred upon the same terms and
conditions as those set forth in the Sale Notice by giving written notice of
such election to the Selling Holder within 90 days after the Sale Notice has
been given to GTCR.  If neither the Company nor GTCR elect to purchase all of
the Shares specified in the Sale Notice, the Selling Holder may Transfer the
Shares specified in the Sale Notice at a price and on terms no more favorable
to the transferee(s) thereof than specified in the Sale Notice during the
60-day period immediately following the Authorization Date.  Any Shares not
transferred within such 60-day period will be subject to the provisions of this
Section 2(c) upon subsequent Transfer.  The Company may pay the purchase price
for such shares by offsetting amounts outstanding under any bona fide debts
owed by the Selling Holder to the Company.

     (d) Certain Permitted Transfers.  The restrictions contained in this
Section 2 will not apply with respect to transfers of Shares pursuant to
applicable laws of descent and distribution; provided that such restrictions
will continue to be applicable to the Shares after any such transfer and the
transferees of such Shares have agreed in writing to be bound by the provisions
of this Agreement.

                                     - 2 -

     (e) Termination of Restrictions.  The restrictions on the Transfer of
Shares set forth in this Section 2 will continue with respect to each Share
until the date on which such Share has been transferred in a transaction
permitted by this Section 2 (except in a transaction contemplated by Section
2(d)); provided that in any event such restrictions will terminate on the first
to occur of a Sale of the Company or a Public Offering.

     3. Repurchase of Shares.

     (a) In the event an Executive ceases to be employed by the Company or its
subsidiaries for any reason (the "Termination"), the Shares purchased by such
Executive hereunder (the "Repurchased Shares") (whether held by such Executive
or one or more of such Person's permitted transferees, other than the Company,
GTCR or an affiliate of the Company or GTCR) will be subject to repurchase by
the Company and GTCR pursuant to the terms and conditions set forth in this
Section 3 (the "Repurchase Option"); provided that with respect to the Shares
purchased hereunder by the Founders, a "Termination" shall be deemed to have
occurred only if either Founder breaches his or her obligations under the
Noncompetition Agreement, in which case the "Repurchased Shares" shall be the
Shares purchased hereunder by both Founders (whether held by either or them or
one or more of their permitted transferees, other than the Company, GTCR or an
affiliate of the Company or GTCR).

     (b) Upon exercise of the Repurchase Option, the purchase price for the
Repurchased Shares shall be as follows:

          (i) in the case of each Executive other than the Founders, (A) if the
     Termination occurs on or prior to the fifth anniversary of the date
     hereof, then the purchase price for each Repurchased Share shall be the
     Original Cost for such share, and (B) if the Termination occurs after the
     fifth anniversary of the date hereof, then the purchase price for each
     Repurchased Share shall be the greater of the Original Cost or Fair Market
     Value for such share; and

          (ii) in the case of the Founders, the purchase price for each
     Repurchased Share shall be the Original Cost for such share.

     (c) The Company's board of directors (the "Board") may elect to purchase
all or any portion of the Repurchased Shares by delivering written notice (the
"Repurchase Notice") to the holder or holders of the Repurchased Shares within
90 days after the Termination.  The Repurchase Notice will set forth the number
of Repurchased Shares to be acquired from each holder, the aggregate
consideration to be paid for such shares and the time and place for the closing
of the transaction.

     (d) If for any reason the Company does not elect to purchase all of the
Repurchased Shares pursuant to the Repurchase Option, GTCR shall be entitled to
exercise the Repurchase Option for the Repurchased Shares the Company has not
elected to purchase (the "Avail-

                                     - 3 -

able Shares").  As soon as practicable after the Company has determined that
there will be Available Shares, but in any event within 45 days after the
Termination, the Company shall give written notice (the "Option Notice") to
GTCR setting forth the number of Available Shares and the purchase price for
the Available Shares.  GTCR may elect to purchase any or all of the Available
Shares by giving written notice to the Company within one month after the
Option Notice has been given by the Company.  As soon as practicable, and in
any event within ten days after the expiration of the one-month period set
forth above, the Company shall notify each holder of Repurchased Shares as to
the number of Repurchased Shares being purchased from such holder by GTCR (the
"Supplemental Repurchase Notice").  At the time the Company delivers the
Supplemental Repurchase Notice to the holder(s) of Repurchased Shares, the
Company shall also deliver written notice to GTCR setting forth the number of
shares GTCR is entitled to purchase, the aggregate purchase price and the time
and place of the closing of the transaction.

     (e) The closing of the purchase of the Repurchased Shares pursuant to the
Repurchase Option shall take place on the date designated by the Company in the
Repurchase Notice or Supplemental Repurchase Notice, which date shall not be
more than one month nor less than five days after the delivery of the later of
either such notice to be delivered.  The Company and/or GTCR will pay for the
Repurchased Shares to be purchased pursuant to the Repurchase Option by
delivery of a check or wire transfer of funds in the aggregate amount of the
purchase price for such shares.  With respect to any purchase of Repurchased
Shares on or prior to the fifth anniversary of the date hereof from an
Executive (other than the Founders), (i) a fraction of the purchase price for
the Repurchased Shares will be paid to the holders of the Repurchased Shares,
the numerator of which is the number of days which elapsed between the date
hereof and the date of the Termination, and the denominator of which is 1,825,
and (ii) the balance of the purchase price for the Repurchased Shares will be
paid to the Founders (50% to each Founder).  In all other cases, the purchase
price for the Repurchased Shares will be paid to the holders of such shares.
In any event, the Company may pay the purchase price for such shares by
offsetting amounts outstanding under any bona fide debts owed by the holder of
such Repurchased Shares to the Company.  The Company and GTCR will be entitled
to receive representations and warranties from the sellers as to their title to
the Repurchased Shares being sold and to require all sellers' signatures be
guaranteed.

     4. Section 83(b) Elections.  Within 30 days after the date hereof, each
Executive will make an effective election with the Internal Revenue Service
under Section 83(b) of the Internal Revenue Code and the regulations
promulgated thereunder in the form of Exhibit A attached hereto.

     5. Legend.  The certificates representing the Shares will bear the
following legend:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
     RESTRICTIONS ON TRANSFER, CERTAIN RIGHTS OF FIRST REFUSAL AND CERTAIN
     OTHER AGREEMENTS SET FORTH IN A STOCK TRANSFER AGREEMENT BETWEEN THE
     COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY DATED AS OF JULY 18, 1997.
     A COPY OF SUCH

                                     - 4 -

     AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL
     PLACE OF BUSINESS WITHOUT CHARGE."

     6. Definitions.

     "Fair Market Value" of each Share means the value agreed upon by the
holder thereof and the Board; provided that if the holder thereof and the Board
are unable to agree upon such value, then the holder thereof and the Company
will share the cost, on an equal basis, of a mutually acceptable business
appraiser whose determination will be binding.

     "Original Cost" means with respect to each share of Class A Common Stock,
$1,000 (as proportionately adjusted for all subsequent stock splits, stock
dividends and other recapitalizations) and means with respect to each share of
Class B Common Stock, $10 (as proportionately adjusted for all subsequent stock
splits, stock dividends and other recapitalizations).

     "Person" means an individual, a partnership, a limited liability company,
a joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.

     "Public Offering" means the sale in an underwritten public offering
registered under the Securities Act of 1933, as amended from time to time, of
shares of the Company's capital stock approved by the Board.

     "Registration Agreement" means that certain Registration Agreement, dated
as of June 4, 1996, among the Company and others, as the same may be amended,
supplemented, restated, modified from time to time.

     "Sale of the Company" means any transaction or series of transactions
pursuant to which any independent third party or group of independent third
parties in the aggregate acquire(s) (i) capital stock of the Company possessing
the voting power (other than voting rights accruing only in the event of a
default, breach or event of noncompliance) to elect a majority of the Company's
board of directors (whether by merger, consolidation, reorganization,
combination, sale or transfer of the Company's capital stock, shareholder or
voting agreement, proxy, power of attorney or otherwise) or (ii) all or
substantially all of the Company's assets determined on a consolidated basis.

     "Stockholders Agreement" means that certain Stockholders Agreement, dated
as of June 4, 1996, among the Company and others, as the same may be amended,
supplemented, restated, modified from time to time.

     7. Miscellaneous.

     (a) Remedies.  The holders of Shares acquired hereunder (directly or
indirectly) will have all of the rights and remedies set forth in this
Agreement, the Certificate of Incorporation,

                                     - 5 -

and all of the rights and remedies which such holders have been granted at any
time under any other agreement or contract, and all of the rights and remedies
which such holders have under any law.  Any Person having any rights under any
provision of this Agreement will be entitled to enforce such rights
specifically, to recover damages by reason of any breach of any provision of
this Agreement, and to exercise all other rights granted by law.

     (b) Amendments and Waivers.  Except as otherwise provided herein, no
modification, amendment or waiver of any provision hereof will be effective
against the Company or the Executives unless such modification, amendment or
waiver is approved in writing by each of the Company and the Executives.  The
failure of any party to enforce any provision of this Agreement or under any
agreement contemplated hereby or under the Certificate of Incorporation or the
Company's bylaws will in no way be construed as a waiver of such provisions and
will not affect the right of such party thereafter to enforce each and every
provision of this Agreement, any agreement referred to herein, the Certificate
of Incorporation, or the Company's bylaws in accordance with their terms.

     (c) Survival of Representations and Warranties.  All representations and
warranties contained herein or made in writing by any party in connection
herewith will survive the execution and delivery of this Agreement, regardless
of any investigation made by the Company or the Executives or on any of their
behalves.

     (d) Successors and Assigns.

          (i) Except as otherwise expressly provided herein, all covenants and
     agreements contained in this Agreement by or on behalf of any of the
     parties hereto will bind and inure to the benefit of the respective
     successors and assigns of such parties whether so expressed or not.  In
     addition, and whether or not any express assignment has been made, the
     provisions of this Agreement which are for the Executives' benefit as the
     Executives or holders of Shares, as the case may be, are also for the
     benefit of and enforceable by any subsequent holder(s) of the Executives'
     Shares.

          (ii) If a sale, transfer, assignment or other disposition of any
     Shares is made in accordance with the provisions of this Agreement to any
     Person, such Person shall, at or prior to the time such securities are
     acquired, execute a counterpart of this Agreement with such modifications
     thereto as may be necessary to reflect such acquisition, and such other
     documents as are necessary to confirm such Person's agreement to become a
     party to, and to be bound by, all covenants, terms and conditions of this
     Agreement, the Stockholders Agreement and the Registration Agreement, each
     as theretofore amended.

     (e) Severability.  Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable under any applicable law or rule in any jurisdiction,
such provision will be ineffective only to the extent of such invalidity,
illegality or

                                     - 6 -

unenforceability in such jurisdiction, without invalidating the remainder of
this Agreement in such jurisdiction or any provision hereof in any other
jurisdiction.

     (f) Counterparts.  This Agreement may be executed simultaneously in
separate counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same Agreement.

     (g) Descriptive Headings.  The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

     (h) Governing Law.  The corporate laws of the State of Delaware will
govern all questions concerning the relative rights of the Company and its
securityholders.  All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by and construed in
accordance with the domestic laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.

     (i) Notices.  All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when personally delivered or
received by certified mail, return receipt requested, or sent by guaranteed
overnight courier service.  Notices, demands and communications will be sent to
parties hereto at the addresses indicated below:

     Notices to the Company:

     National Equipment Services, Inc.
     1800 Sherman, Suite 100
     Evanston, Illinois  60201
     Attention: Chief Executive Officer

                                     - 7 -

     With a copy to:

     Kirkland and Ellis
     200 E. Randolph Drive
     Chicago, Illinois  60601
     Attention: Sanford E. Perl

     Notices to an Executive or
     Existing Stockholder:

     To the address set forth on the
     Company's books and records

or to such other address or to the attention of such other Person as the
recipient party has specified by prior written notice to the sending party.

                             *    *    *    *    *

                                     - 8 -

     IN WITNESS WHEREOF, the parties hereto have executed this Stock Transfer
Agreement on the day and year first above written.

                            NATIONAL EQUIPMENT SERVICES, INC.

                            By:   /s/ Kevin Rodgers
                                  -----------------------------------
                            Its:  CEO              
                                  -----------------------------------

                            /s/ Marc S. Trubitz
                            -----------------------------------------
                            MARC S. TRUBITZ

                            /s/ Suellen Trubitz
                            -----------------------------------------
                            SUELLEN TRUBITZ

                            /s/ Douglas Randall Brevard
                            -----------------------------------------
                            DOUGLAS RANDALL BREVARD

                            /s/ Linda Sue Hughes
                            -----------------------------------------
                            LINDA SUE HUGHES

                            /s/ Donald Stewart
                            -----------------------------------------
                            DONALD STEWART

                            GOLDER, THOMA, CRESSEY, RAUNER
                            FUND V, L.P.

                            By: GTCR V, L.P.
                            Its: General Partner
                            By:  Golder, Thoma, Cressey, Rauner, Inc.
                            Its:  General Partner

                            By:    /s/ Carl D. Thoma
                                   ----------------------------------
                            Its:  Principal

                            /s/ Kevin Rodgers
                            -----------------------------------------
                            KEVIN RODGERS

                            /s/ Dennis O'Connor
                            -----------------------------------------
                            DENNIS O'CONNOR

                            /s/ Paul R. Ingersoll
                            -----------------------------------------
                            PAUL INGERSOLL

                                                                       EXHIBIT A
                       ELECTION TO INCLUDE STOCK IN GROSS
                    INCOME PURSUANT TO SECTION 83(B) OF THE
                             INTERNAL REVENUE CODE

     The undersigned was granted shares of Class A Common Stock, par value $.01
per share and shares of Class B Common Stock, par value $.01 per share (the
"Shares"), of National Equipment Services, Inc. (the "Company") on July 18,
1997.  Under certain circumstances, the Company has the right to repurchase the
Shares at $1,000 per share for the Class A Common Stock and $10.00 per share
for the Class B Common Stock from the undersigned (or from the holder of the
Shares, if different from the undersigned) should the undersigned cease to be
employed by the Company and its subsidiaries.  Hence, the Shares are subject to
a substantial risk of forfeiture and are nontransferable.  The undersigned
desires to make an election to have the Shares taxed under the provision of
Code Section 83(b) at the time he or she was granted the Shares.

     Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Shares (described below), to report as taxable income for
calendar year 1997 the Shares' fair market value on July 18, 1997.

     The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

     1. The name, address and social security number of the undersigned:

             ______________________
             ______________________
             ______________________
             ss#: _________________

     2. A description of the property with respect to which the election is
being made: 16.167 shares of Class A Common Stock, par value $.01 per share and
50 shares of Class B Common Stock, par value $.01 per share, of National
Equipment Services, Inc.

     3. The date on which the property was transferred: July 18, 1997.  The
taxable year for which such election is made: calendar 1997.

     4. The restrictions to which the property is subject: If during the first
five years after the grant of the Shares the undersigned ceases to be employed
by the Company or any of its subsidiaries, the Shares shall be subject to
repurchase by the Company at $1,000 per share for the Class A Common Stock and
$10.00 per share for the Class B Common Stock.

     5. The fair market value on July 18, 1997 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions: $1,000 per share of Class A Common Stock and $10 per share of
Class B Common Stock.

     6. The amount paid for such property: $0.

     A copy of this election has been furnished to the Secretary of the Company
pursuant to Treasury Regulations Section 1.83-2(e)(7).

Dated: July 18, 1997                              ______________________________
                                                           [Executive]

                       ELECTION TO INCLUDE STOCK IN GROSS
                    INCOME PURSUANT TO SECTION 83(B) OF THE
                             INTERNAL REVENUE CODE

     The undersigned was granted shares of Class A Common Stock, par value $.01
per share and shares of Class B Common Stock, par value $.01 per share (the
"Shares"), of National Equipment Services, Inc. (the "Company") on July 18,
1997.  Under certain circumstances, the Company has the right to repurchase the
Shares at $1,000 per share for the Class A Common Stock and $10.00 per share
for the Class B Common Stock from the undersigned (or from the holder of the
Shares, if different from the undersigned) should the undersigned cease to be
employed by the Company and its subsidiaries.  Hence, the Shares are subject to
a substantial risk of forfeiture and are nontransferable.  The undersigned
desires to make an election to have the Shares taxed under the provision of
Code Section 83(b) at the time he or she was granted the Shares.

     Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Shares (described below), to report as taxable income for
calendar year 1997 the Shares' fair market value on July 18, 1997.

     The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

     1. The name, address and social security number of the undersigned:

                  Douglas Randall Brevard
                  840 Canterbury Court
                  Harrisonburg, Virginia  22801
                  ss#: ###-##-####

     2. A description of the property with respect to which the election is
being made: 16.167 shares of Class A Common Stock, par value $.01 per share and
50 shares of Class B Common Stock, par value $.01 per share, of National
Equipment Services, Inc.

     3. The date on which the property was transferred: July 18, 1997.  The
taxable year for which such election is made: calendar 1997.

     4. The restrictions to which the property is subject: If during the first
five years after the grant of the Shares the undersigned ceases to be employed
by the Company or any of its subsidiaries, the Shares shall be subject to
repurchase by the Company at $1,000 per share for the Class A Common Stock and
$10.00 per share for the Class B Common Stock.

     5. The fair market value on July 18, 1997 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions: $1,000 per share of Class A Common Stock and $10 per share of
Class B Common Stock.

     6. The amount paid for such property: $0.

     A copy of this election has been furnished to the Secretary of the Company
pursuant to Treasury Regulations Section 1.83-2(e)(7).

Dated: July 18, 1997                         ______________________________ 
                                                 Douglas Randall Brevard

                       ELECTION TO INCLUDE STOCK IN GROSS
                    INCOME PURSUANT TO SECTION 83(B) OF THE
                             INTERNAL REVENUE CODE

     The undersigned was granted shares of Class A Common Stock, par value $.01
per share and shares of Class B Common Stock, par value $.01 per share (the
"Shares"), of National Equipment Services, Inc. (the "Company") on July 18,
1997.  Under certain circumstances, the Company has the right to repurchase the
Shares at $1,000 per share for the Class A Common Stock and $10.00 per share
for the Class B Common Stock from the undersigned (or from the holder of the
Shares, if different from the undersigned) should the undersigned cease to be
employed by the Company and its subsidiaries.  Hence, the Shares are subject to
a substantial risk of forfeiture and are nontransferable.  The undersigned
desires to make an election to have the Shares taxed under the provision of
Code Section 83(b) at the time he or she was granted the Shares.

     Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Shares (described below), to report as taxable income for
calendar year 1997 the Shares' fair market value on July 18, 1997.

     The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

     1 The name, address and social security number of the undersigned:

                  Linda Sue Hughes
                  Route 2, Box 172A
                  Harrisonburg, Virginia  22801
                  ss#: ###-##-####

     2 A description of the property with respect to which the election is
being made: 16.167 shares of Class A Common Stock, par value $.01 per share and
50 shares of Class B Common Stock, par value $.01 per share, of National
Equipment Services, Inc.

     3 The date on which the property was transferred: July 18, 1997.  The
taxable year for which such election is made: calendar 1997.

     4 The restrictions to which the property is subject: If during the first
five years after the grant of the Shares the undersigned ceases to be employed
by the Company or any of its subsidiaries, the Shares shall be subject to
repurchase by the Company at $1,000 per share for the Class A Common Stock and
$10.00 per share for the Class B Common Stock.

     5 The fair market value on July 18, 1997 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions: $1,000 per share of Class A Common Stock and $10 per share of
Class B Common Stock.

     6 The amount paid for such property: $0.

     A copy of this election has been furnished to the Secretary of the Company
pursuant to Treasury Regulations Section 1.83-2(e)(7).

Dated: July 18, 1997                         ______________________________ 
                                                    Linda Sue Hughes

                       ELECTION TO INCLUDE STOCK IN GROSS
                    INCOME PURSUANT TO SECTION 83(B) OF THE
                             INTERNAL REVENUE CODE

     The undersigned was granted shares of Class A Common Stock, par value $.01
per share and shares of Class B Common Stock, par value $.01 per share (the
"Shares"), of National Equipment Services, Inc. (the "Company") on July 18,
1997.  Under certain circumstances, the Company has the right to repurchase the
Shares at $1,000 per share for the Class A Common Stock and $10.00 per share
for the Class B Common Stock from the undersigned (or from the holder of the
Shares, if different from the undersigned) should the undersigned cease to be
employed by the Company and its subsidiaries.  Hence, the Shares are subject to
a substantial risk of forfeiture and are nontransferable.  The undersigned
desires to make an election to have the Shares taxed under the provision of
Code Section 83(b) at the time he or she was granted the Shares.

     Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Shares (described below), to report as taxable income for
calendar year 1997 the Shares' fair market value on July 18, 1997.

     The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

     1. The name, address and social security number of the undersigned:

                  Donald Stewart
                  982 Misty Court
                  Harrisonburg, Virginia  22801
                  ss#: ###-##-####

     2. A description of the property with respect to which the election is
being made: 16.166 shares of Class A Common Stock, par value $.01 per share and
50 shares of Class B Common Stock, par value $.01 per share, of National
Equipment Services, Inc.

     3. The date on which the property was transferred: July 18, 1997.  The
taxable year for which such election is made: calendar 1997.

     4. The restrictions to which the property is subject: If during the first
five years after the grant of the Shares the undersigned ceases to be employed
by the Company or any of its subsidiaries, the Shares shall be subject to
repurchase by the Company at $1,000 per share for the Class A Common Stock and
$10.00 per share for the Class B Common Stock.

     5. The fair market value on July 18, 1997 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions: $1,000 per share of Class A Common Stock and $10 per share of
Class B Common Stock.

     6. The amount paid for such property: $0.

     A copy of this election has been furnished to the Secretary of the Company
pursuant to Treasury Regulations Section 1.83-2(e)(7).

Dated: July 18, 1997                         ______________________________ 
                                                        Donald Stewart

                       ELECTION TO INCLUDE STOCK IN GROSS
                    INCOME PURSUANT TO SECTION 83(B) OF THE
                             INTERNAL REVENUE CODE

     The undersigned was granted shares of Class A Common Stock, par value $.01
per share and shares of Class B Common Stock, par value $.01 per share (the
"Shares"), of National Equipment Services, Inc. (the "Company") on July 18,
1997. Under certain circumstances, the Company has the right to repurchase the
Shares at $1,000 per share for the Class A Common Stock and $10.00 per share
for the Class B Common Stock from the undersigned (or from the holder of the
Shares, if different from the undersigned) should the undersigned breaches her
obligations under the noncompetition agreement pursuant to which such Shares
were originally issued.  Hence, the Shares are subject to a substantial risk of
forfeiture and are nontransferable.  The undersigned desires to make an
election to have the Shares taxed under the provision of Code Section 83(b) at
the time he or she was granted the Shares.

     Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Shares (described below), to report as taxable income for
calendar year 1997 the Shares' fair market value on July 18, 1997.

     The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

     1. The name, address and social security number of the undersigned:

     Suellen Trubitz
     5070 Gulf of Mexico Drive
     Longboat Key, Florida  34228
     ss#: ###-##-####

     2. A description of the property with respect to which the election is
being made: 48.50 shares of Class A Common Stock, par value $.01 per share and
150 shares of Class B Common Stock, par value $.01 per share, of National
Equipment Services, Inc.

     3. The date on which the property was transferred: July 18, 1997.  The
taxable year for which such election is made: calendar 1997.

     4. The restrictions to which the property is subject: If  the undersigned
breaches her obligations under the noncompetition agreement pursuant to which
such Shares were originally issued,the Shares shall be subject to repurchase by
the Company at $1,000 per share for the Class A Common Stock and $10.00 per
share for the Class B Common Stock.

     5. The fair market value on July 18, 1997 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions: $1,000 per share of Class A Common Stock and $10 per share of
Class B Common Stock.

     6. The amount paid for such property: $0.

     A copy of this election has been furnished to the Secretary of the Company
pursuant to Treasury Regulations Section 1.83-2(e)(7).

Dated: July 18, 1997                         ______________________________ 
                                                        Suellen Trubitz

                       ELECTION TO INCLUDE STOCK IN GROSS
                    INCOME PURSUANT TO SECTION 83(B) OF THE
                             INTERNAL REVENUE CODE

     The undersigned was granted shares of Class A Common Stock , par value
$.01 per share and shares of Class B Common Stock, par value $.01 per share
(the "Shares"), of National Equipment Services, Inc. (the "Company") on July
18, 1997. Under certain circumstances, the Company has the right to repurchase
the Shares at $1,000 per share for the Class A Common Stock and $10.00 per
share for the Class B Common Stock from the undersigned (or from the holder of
the Shares, if different from the undersigned) should the undersigned breaches
her obligations under the noncompetition agreement pursuant to which such
Shares were originally issued.  Hence, the Shares are subject to a substantial
risk of forfeiture and are nontransferable.  The undersigned desires to make an
election to have the Shares taxed under the provision of Code Section 83(b) at
the time he or she was granted the Shares.

     Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Shares (described below), to report as taxable income for
calendar year 1997 the Shares' fair market value on July 18, 1997.

     The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

     1. The name, address and social security number of the undersigned:

     Marc S. Trubitz
     5070 Gulf of Mexico Drive
     Longboat Key, Florida  34228
     ss#: ###-##-####

     2. A description of the property with respect to which the election is
being made: 48.50 shares of Class A Common Stock, par value $.01 per share and
150 shares of Class B Common Stock, par value $.01 per share, of National
Equipment Services, Inc.

     3. The date on which the property was transferred: July 18, 1997.  The
taxable year for which such election is made: calendar 1997.

     4. The restrictions to which the property is subject: If  the undersigned
breaches her obligations under the noncompetition agreement pursuant to which
such Shares were originally issued,the Shares shall be subject to repurchase by
the Company at $1,000 per share for the Class A Common Stock and $10.00 per
share for the Class B Common Stock.

     5. The fair market value on July 18, 1997 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions: $1,000 per share of Class A Common Stock and $10 per share of
Class B Common Stock.

     6. The amount paid for such property: $0.

     A copy of this election has been furnished to the Secretary of the Company
pursuant to Treasury Regulations Section 1.83-2(e)(7).

Dated: July 18, 1997                         ______________________________ 
                                                        Marc S. Trubitz 

Basic Info X:

Name: STOCK TRANSFER AGREEMENT
Type: Stock Transfer Agreement
Date: Dec. 31, 1997
Company: NATIONAL EQUIPMENT SERVICES INC
State: Delaware

Other info:

Date:

  • June 4 , 1996
  • July 18 , 1997

Organization:

  • MST Enterprises , Inc.
  • Equipco Sales & Rentals
  • b Transfer of Shares
  • First Refusal Rights
  • Certain Permitted Transfers
  • Repurchased Shares the Company
  • Repurchase Notice or Supplemental Repurchase Notice
  • Internal Revenue Service
  • the State of Delaware
  • the State of Illinois
  • E. Randolph Drive Chicago
  • Stock Transfer Agreement
  • Rauner , Inc.
  • Douglas Randall Brevard 840 Canterbury Court
  • Gulf of Mexico Drive Longboat Key
  • National Equipment Services , Inc.

Location:

  • Delaware
  • Evanston
  • Illinois
  • THOMA
  • L.P.
  • Harrisonburg
  • Virginia
  • Florida

Money:

  • # # # # 2
  • $ .01
  • $ 10.00
  • $ 1,000
  • $ 0

Person:

  • Rauner
  • Suellen Trubitz `` S. Trubitz
  • M. Trubitz
  • Sherman
  • Kirkland
  • Ellis
  • Sanford E. Perl Notices
  • SUELLEN TRUBITZ s Douglas Randall Brevard
  • DOUGLAS RANDALL BREVARD s Linda Sue Hughes
  • DONALD STEWART GOLDER
  • Cressey
  • Carl D. Thoma
  • KEVIN RODGERS
  • DENNIS O'CONNOR
  • Paul R. Ingersoll
  • PAUL INGERSOLL
  • Marc S. Trubitz

Percent:

  • 50 %